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                                                                    Exhibit 10.4

                  UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.
                               STOCK PURCHASE PLAN


         United Community Bankshares of Florida, Inc. (the "Company") hereby
establishes its Stock Purchase Plan (the "Plan") as follows:

         1.       Purpose of the Plan. This Plan is adopted to provide an
opportunity for Directors and eligible Employees to become shareholders in the
Company and/or to increase their share ownership. The Company's management and
Board of Directors believe that such participation in the ownership of the
business is to the mutual benefit of the participants and the Company.

         2.       Certain Definitions.

                  2.1      "Board" means the Board of Directors of the Company.

                  2.2      "Committee" means a Committee designated by the Board
to administer the Plan or, if at any time no Committee shall be in office, then
the functions of the Committee specified in the Plan shall be exercised by the
Board and any references herein to the Committee shall be construed as
references to the Board.

                  2.3      "Common Stock" means the Company's common stock,
$0.01 par value.

                  2.4      "Director" means any individual serving as a director
of the Company or any Subsidiary.

                  2.5      "Effective Date" means January 1, 2003.

                  2.6      "Employee" shall mean any individual employed by the
Company or any Subsidiary.

                  2.7      "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows: (a) the last reported sale of the Common
Stock of the Company on the NASDAQ National Market System or, if no such
reported sale takes place on any such day, the average of the closing bid and
asked prices, or (b) if such Common Stock is listed on a national securities
exchange, the last reported sale price or, if no such reported sale takes place
on any such day, the average of the closing bid and asked prices on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or (c) if such Common Stock is not quoted on such National
Market System nor listed or admitted to trading on a national securities
exchange, then the average of the closing bid and asked prices, as reported by
The Wall Street Journal for the over-the-counter market, or (d) if none of the
foregoing is applicable, then the fair market value of a share of Common Stock
as determined by the Committee in its discretion.

                  2.8      "Offering Period" or "Offering" means the period
beginning with the date an award is granted under the Plan and ending with the
date determined by the Committee. During the


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term of the Plan there will be a series of separate consecutive Offering Periods
as determined by the Committee, with the first Offering Period commencing on the
Effective Date, and thereafter, Offering Periods will commence on the first day
following the termination of the prior Offering Period; provided that the final
Offering Period will end prior to the termination of the Plan.

                  2.9      "Purchase Price" shall mean an amount equal to the
Fair Market Value of a share of Common Stock on the first day of an Offering
Period.

                  2.10     "Subsidiary" shall mean any corporation, domestic or
foreign, whether or not such corporation now exists or is hereafter organized or
acquired by the Company or by a Subsidiary, in an unbroken chain of corporations
beginning with the Company if, at the time an award is granted, each of the
corporations other than the last corporation in an unbroken chain owns stock
possessing greater than 50% of the total combined voting power of all classes of
stock in one of the other corporations in such chain and provided that such
corporation is consolidated with the Corporation for purposes of financial
reporting.

         3.       Administration.

                  3.1      The Plan will be administered by the Committee. The
Committee will have the final power to determine all questions of policy and
administrative procedure that may arise in the administration of the Plan and
will administer the Plan.

                  3.2      The Committee has the power, subject to the express
provisions of the Plan, to: (a) determine whether a grant of awards to purchase
Common Stock will be made at the commencement of each Offering Period; (b)
designate from time to time which Employees and Directors shall receive a grant
of awards to purchase Common Stock and the amount of awards granted to each; (c)
determine the Purchase Price for each award to purchase Common Stock; (d)
construe and interpret the Plan and awards granted under it, and to establish,
amend and revoke rules and regulations for its administration, including
correcting any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem appropriate to make the Plan fully effective; (e) amend
the Plan, or recommend to the Board any Plan amendments; and (f) exercise such
other powers and to perform such acts in connection with the Plan as the
Committee determines will promote the best interests of the Company.

         4.       Shares Subject to the Plan.

                  4.1      The number of shares of Common Stock for which awards
may be granted under the Plan is 187,500 shares (subject to substitution or
adjustment as provided in Section 13 of the Plan). If any award granted under
the Plan terminates for any reason without having been purchased Common Stock
not purchased under such award will again become available for issuance under
the Plan. Shares to be granted or issued under the Plan may be authorized and
unissued shares or may be treasury shares.

                  4.2      The Common Stock subject to the Plan may be unissued
shares or reacquired shares, purchased on the market or otherwise. If the total
number of shares for which awards are to


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be granted on any date exceeds the number of shares then available under the
Plan (after deduction of all shares for which awards have been exercised or are
then outstanding), the Committee will make a pro rata allocation of the shares
remaining available in as nearly a uniform manner as is practicable and
equitable. In such event, the payroll deductions to be made will be reduced
accordingly.

         5.       Eligibility. Any Director of, or Employee who is employed by,
the Company or a Subsidiary on a given Enrollment Date will be eligible to
participate in the Plan for that Offering Period, except as otherwise provided
in the Plan.

         6.       Grant of Awards. The Committee will determine, prior to the
Enrollment Date for any Offering Period, whether to grant awards to purchase
Common Stock of the Company under the Plan to Directors and Employees, and, if
so, the participants who shall receive such awards and the Purchase Price and
other terms of the award.

         7.       Participation. A Director or an Employee may become a
participant in any Offering Period under the Plan by the grant of an award to
purchase Common Stock by the Committee.

         8.       Participant's Rights as a Shareholder. No participant will
have any right as a shareholder with respect to any shares until the shares have
been purchased in accordance with this Plan and the Common Stock has been issued
by the Company.

         9.       No Employment Rights. Neither the Plan nor any award granted
hereunder will confer upon the Employee any right with respect to continuance of
employment by the Company or any Subsidiary nor shall the Plan or any award
granted under the Plan interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of the Employee at any time, with or
without cause consistent with applicable law.

         10.      Rights Not Transferable. No participant may sell, assign,
transfer, pledge, or otherwise dispose of any rights with regard to the exercise
of an award or to receive shares under the Plan other than by will or the laws
of descent and distribution, and such right and interest shall not be liable
for, or subject to, the debts, contracts, or liabilities of the participant. An
award can only be exercised by the participant to whom the award has been
granted.

         11.      Termination of Employment or Director Service. Upon
termination of employment or service as a Director for any reason whatsoever,
including but not limited to death or retirement, any outstanding award shall
terminate.

         12.      Amendment or Discontinuance of the Plan. The Committee will
have the right to amend, modify, or terminate the Plan at any time without
notice, provided that no participant's existing rights under any Offering
already made under Section 6 hereof may be adversely affected thereby.

         13.      Changes in Capitalization. In the event of any change in the
Common Stock of the Company by reason of any stock dividend, stock split,
recapitalization, reorganization, merger,


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consolidation, split-up, combination, or exchange of shares, or of any similar
change affecting the Common Stock, the number and kind of shares authorized
under Section 4, the number and kind of shares which thereafter are subject to
an award under the Plan or otherwise available for purchase under the Plan and
the number and kind of shares set forth in awards or otherwise under outstanding
agreements and the price per share thereunder shall be adjusted automatically
consistent with such change to prevent substantial dilution or enlargement of
the rights granted to, or available for, participants in the Plan.

         14.      Change of Control

                  14.1     Notwithstanding other provisions of the Plan, in the
event of a "Change in Control" of the Company (as defined in Section 14.2
below), all of the awards of a participant shall become immediately exercisable,
unless directed otherwise by a resolution of the Board or an appropriate
committee thereof adopted prior to and specifically relating to the occurrence
of such change in control.

                  14.2     For purposes of this Section 14, "Change in Control"
shall mean (i) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 50% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Company Voting Securities"), provided, however, that any
acquisition by the Company or any of its subsidiaries, or any employee benefit
plan (or related trust) of the Company or its subsidiaries, or any corporation
with respect to which, following such acquisition, more than 50% of the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by the individuals and entities who were the
beneficial owners of the Company Voting Securities immediately prior to such
acquisition in substantially the same proportion as their ownership, immediately
prior to such acquisition, of the Company Voting Securities shall not constitute
a Change of Control; or (ii) approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with respect to which the
individuals and entities who were the beneficial owners of the Company Voting
Securities immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such reorganization, merger
or consolidation, or a complete liquidation or dissolution of the Company or of
the sale or other disposition of all or substantially all of the assets of the
Company.

         15.      Termination of the Plan. This Plan shall terminate at the
earliest of the following: (a) December 31, 2004; (b) the date the Committee
acts to terminate the Plan in accordance with Section 12 above; or (c) the date
when all shares reserved under the Plan have been purchased.


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         16.      Limitations on Sale of Common Stock Purchased Under the Plan.
The Plan is intended to provide Common Stock for investment and not for resale.
The Company does not, however, intend to restrict or influence any participant
in the conduct of his own affairs. A participant, therefore, may sell stock
purchased under the Plan at any time he chooses, subject to compliance with the
terms of the Plan, any applicable Federal or state securities laws and
applicable withholding taxes. THE PARTICIPANT ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.

         17.      Governing Law. The Plan and any agreement adopted pursuant to
it shall be construed under the laws of the State of Florida.


Adopted by the Board of Directors: December 13, 2002
Approved by Shareholders: December 13, 2002


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