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                                                                    Exhibit 10.5

                           HEARTLAND BANCSHARES, INC.
                        2003 DIRECTORS' COMPENSATION PLAN

      1. PURPOSE. The Heartland Bancshares, Inc. 2003 Directors' Compensation
Plan (the "Plan") is intended to provide an incentive to the members of the
board of directors of Heartland National Bank (the "Bank"), to remain in the
service of the Bank and to increase their efforts for the success of the Bank
and its parent, Heartland Bancshares, Inc. a Florida corporation (the
"Company").

      2. DEFINITIONS.

      (a)   "Bank" shall have the meaning set forth in Section 1 hereof.

      (b)   "Bank Board" means the board of directors of the Bank.

      (c)   "Bank Director" means a member of the Bank Board.

      (d)   "Board Fee" shall have the meaning set forth in Section 5(a) hereof.

      (e)   "Change in Control" means:

            (i) any transaction, whether by merger, consolidation, asset sale,
      tender offer, reverse stock split or otherwise, which results in the
      acquisition or beneficial ownership (as such term is defined under rules
      and regulations promulgated under the Exchange Act by any person or entity
      or any group of persons or entities acting in concert, of 50% or more of
      the outstanding shares of common stock of the Company or the Bank;

            (ii) the sale of all or substantially all of the assets of the
      Company or the Bank; or

            (iii) the liquidation of the Company or the Bank.

      (f) "Committee" shall have the meaning set forth in Section 3(a) hereof.

      (g) "Common Stock" means the common stock, par value $0.10 per share, of
the Company.

      (h) "Company" shall have the meaning set forth in Section 1 hereof.
      (i) "Company Board" means the board of directors of the Company.
      (j) "Company Director" means a member of the Company Board.

      (k) "Deferred Stock Account" shall have the meaning set forth in Section
5(d) hereof.

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      (l) "Deferred Stock Grant" shall have the meaning set forth in Section
5(b) hereof.

      (m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (o) "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

      (p) "Legal Representative" means a Bank Director's legal guardian, or a
deceased Bank Director's Executors, legal heirs, administrators, testamentary
trustees and beneficiaries or distributees, whichever is applicable at any
particular time.

      (q) "Rule 16b-3" means Rule 16b-3 of the Exchange Act, as amended from
time to time.

      (r) "Securities Act" means the Securities Act of 1933, as amended.

      (s) "Withdrawal Date" means, with respect to a Bank Director, the earlier
to occur of (i) the date of a Change in Control of the Company or (ii) the date
such Bank Director ceases to be a member of the Bank Board for any reason,
including, without limitation, death, retirement or removal from the Bank Board.

3. ADMINISTRATION OF THE PLAN.

      (a) Committee. This Plan shall be self-administering; provided, however,
that to the extent the Plan is not self-administering, the Plan shall be
administered, construed and interpreted by the Company's Compensation Committee,
which shall be comprised of not less than two Company Directors appointed by the
Company Board, each of whom qualifies as a "Non-Employee Director" as such term
is defined in Rule 16b-3 or any successor regulation, or by the entire Company
Board (the "Committee").

      (b) Authority of the Committee. The Committee shall adopt such rules as it
may deem appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration and application of the Plan shall be
determined by a majority of the members of the Committee then in office, except
that the Committee may authorize any one or more of its members or any officer
of the Company to execute and deliver documents on behalf of the Committee. The
determination of such majority shall be final and binding on all matters related
to the Plan. No member of the Committee shall be liable for any act done or
omitted to be done by such member or by any other member of the Committee in
connection with the Plan, except for such member's own willful misconduct or as
expressly provided by the Company's Articles of Incorporation, Bylaws, or by
law. Business shall be transacted by a vote of the members of the Committee, and
any decision or determination reduced to writing and signed by all Committee
members shall be as fully effective as if it had been made by a vote at a
meeting duly called and held.

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4. STOCK RESERVED FOR THE PLAN. The aggregate number of shares of Common Stock
authorized for issuance pursuant to the Plan is 30,000, subject to adjustment
pursuant to Section 6 hereof. Shares of Common Stock delivered hereunder may be
either authorized but unissued shares or previously issued shares reacquired and
held by the Company.

5. PAYMENT OF BOARD FEES.

            (a) Board Fees. Each Bank Director shall be entitled to receive a
      fee ("Board Fee") for such Bank Director's attendance at Bank Board
      meetings or meetings of committees of the Bank Board on which such Bank
      Director serves. Board Fees shall be payable either in cash, in shares of
      Common Stock or pursuant to Deferred Stock Grants, at the election of each
      respective Bank Director pursuant to subsection (b) of this Section 5.

            (b) Election of Payment. During the term of this Plan, each Bank
      Director may elect to receive the Board Fees payable to such Bank Director
      either in cash or in shares of the Company's Common Stock, with no
      deferral, or the Bank Director may elect to receive shares of the
      Company's Common Stock, with the issuance thereof deferred until (i) such
      Bank Director's Withdrawal Date, (ii) the earlier to occur of the
      Director's Withdrawal Date or January 1 of the fifth year following the
      year in which such Board Fees were earned by the Bank Director, or (iii)
      the earlier to occur of the Director's Withdrawal Date or January 1 of the
      tenth year following the year in which such Board Fees were earned by the
      Bank Director (the right granted to a Bank Director to defer receipt of
      shares of Common Stock for attendance at a particular meeting is referred
      to herein as a "Deferred Stock Grant").

            To make an election regarding his or her Board Fees, each Bank
      Director must execute and deliver to the Secretary of the Company a
      written election substantially in the form set forth in Exhibit "A" hereto
      (an "Election Form"). If a Bank Director makes no election regarding
      payment of Board Fees payable to him or her, such Bank Director's Board
      Fees will be paid entirely in cash with no deferral.

            A Bank Director may change his or her election regarding payment of
      future Board Fees at any time by delivering to the Company an Election
      Form evidencing such election, and such election shall be effective, with
      respect to future earned Board Fees, immediately upon the Company's
      receipt of such Election Form.

            (c) Amount of Board Fees. The cash amount of Board Fees shall be
      determined by the Bank Board. The per share value of Common Stock to be
      used for determining the number of shares of Common Stock issuable
      pursuant to subsection (b) of this Section 5 shall be determined from time
      to time by the Committee at its sole discretion.

            (d) Deferred Stock Account. The Company shall maintain a separate
      Deferred Stock Account on behalf of each Bank Director to record the
      number of shares of Common Stock to be issued to such Bank Director
      pursuant to subsection (b) of this Section 5 and the date such shares are
      to be issued.

            (e) Issuance of Common Stock. The Company shall issue to each Bank
      Director who elects to receive Deferred Stock Grants shares of Common
      Stock in accordance with the

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      terms of such Bank Director's Election Form(s); provided, however that in
      the event of a Change in Control, each Bank Director shall immediately be
      entitled to be issued the aggregate number of shares of Common Stock
      credited to such Bank Director's Deferred Stock Account.

            (f) Assignability. No Bank Director may assign or transfer
      entitlements relating to Deferred Stock Account balances, except by will
      or by the laws of descent and distribution or pursuant to a domestic
      relations order as defined in the Internal Revenue Code or Title I of
      ERISA, or the rules thereunder.

            (g) Rights as a Stockholder. A Bank Director who elects to receive
      Board Fees in the form of Deferred Stock Grants shall have no rights as a
      stockholder with respect to shares of Common Stock issuable in payment of
      his or her Board Fees or credited to his Deferred Stock Account until and
      unless shares of Common Stock are issued to the Director pursuant to
      Section 5(e) hereof. No adjustment will be made for dividends or other
      rights for which the record date is prior to the date of such issuance.

      6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the
outstanding shares of Common Stock are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company, in any such case by reason of a recapitalization,
reclassification, stock split, combination of shares or dividends payable in
shares of the Common Stock, an adjustment of like kind shall automatically be
made in the number and kind of shares available for grant under the Plan and
reserved for issuance pursuant to each Deferred Stock Account subject to the
right of the Committee to make such further adjustment as it shall deem
necessary to effect the provisions of this Section. No fractional shares shall
be issued in making the foregoing adjustments. No increase in or exchange of
outstanding shares of Common Stock for fair value approved by the Board, whether
or not in connection with a recapitalization or reclassification, will result in
any adjustment to the number of shares issuable hereunder. All adjustments, if
any, made by the Committee under this paragraph shall be conclusive and binding
on each Director.

      7. TERM OF PLAN. The Plan shall become effective upon adoption of the Plan
by the Company Board. The Plan shall remain in effect until the earlier to occur
of (i) the issuance of all shares of Common Stock reserved for issuance pursuant
to the Plan, or (ii) the termination of the Plan by the Company Board. Such
termination of the Plan by the Company Board shall not alter or impair any of
the rights or obligations under any Deferred Stock Grant unless the affected
Bank Director shall so consent. Upon termination of the Plan by the Board, the
Company shall issue to each Bank Director the number of shares of Common Stock
which have been credited to such Bank Director's Deferred Stock Account.

      8. NATURE OF SHARES ISSUABLE UNDER THE PLAN. Shares of Common Stock issued
pursuant to the Plan may but need not be registered under the Securities Act
and, in the case of any unregistered shares, shall bear such restrictive legends
on the certificates representing such shares as the Company shall deem
appropriate. If any law or any regulation of any commission or agency of
competent jurisdiction shall require the Company or any Bank Director to take
any action with respect to the Common Stock acquired under the Plan, then the
date upon which the Company shall issue or cause to be issued the certificate or
certificates for the shares shall be postponed until full compliance has been
made with all such requirements of law or regulations; provided, however, that
the Company shall use its reasonable best efforts to take all necessary action
to comply with such requirements of law or regulation.

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      9. BANK DIRECTOR REPRESENTATIONS. By participating in the Plan, each Bank
Director represents and, if requested by the Company, shall, at or before the
time of the issuance of the shares with respect to which an eligible grant has
been made, deliver to the Company his or her written statement satisfactory in
form and content to the Company, that he or she intends to hold the shares so
acquired by him or her for investment and not with a view to resale or other
distribution thereof to the public in violation of the Securities Act. Moreover,
in the event that the Company shall determine that, in compliance with the
Securities Act or other applicable statutes or regulations, it is necessary to
register any of the shares with respect to which an eligible grant has been
made, or to qualify any such shares for exemption from any of the requirements
of the Securities Act or any other applicable statute or regulation, no shares
shall be issued to the Bank Director until the required action has been
completed; provided, however, that the Company shall use its reasonable best
efforts to take all action necessary to comply with such requirements of law or
regulation.

      10. NO VESTED RIGHTS.

      (a)   Retention as a Bank Director. Nothing contained in the Plan or with
            respect to any Deferred Stock Grant shall interfere with or limit in
            any way the right of the Company to remove any Bank Director from
            the Board pursuant to the Articles of Incorporation and Bylaws of
            the Bank, nor confer upon any Bank Director any right to continue in
            the service of the Bank as a Bank Director.

      (b)   Non-Transferability. No right or interest of any Bank Director in
            any Deferred Stock Grant shall be assignable or transferrable during
            the lifetime of the Bank Director, either voluntarily or
            involuntarily, or subjected to any lien directly or indirectly, by
            operation of law or otherwise, including execution, levy,
            garnishment, attachment, pledge or bankruptcy. In the event of a
            Bank Director's death, such Bank Director's rights and interests
            under the Plan shall be transferrable by testamentary will or the
            laws of descent and distribution to such Bank Director's Legal
            Representative. The Committee may require any person claiming such
            status to present evidence satisfactory to the Committee of such
            status.

      11. PLAN INTERPRETATION. The Plan is intended to comply with Rule 16b-3
and shall be construed to so comply. The validity, construction, interpretation
and effect of the Plan and all rights of any persons having or claiming to have
any interest in the Plan shall, to the extent such questions are governed by
state law, be governed by the internal laws of the State of Florida without
regard to its conflict of law rules.

      12. HEADINGS. The headings of sections and sub-sections herein are
included solely for convenience of reference and shall not affect the meaning or
interpretation of any of the provisions of the Plan.

         ADOPTED, effective as of this ____ day of _____________, 2003.

                                                     HEARTLAND BANCSHARES, INC.



                                                     By:
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                                                     Name:
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                                                     Title:
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                                   EXHIBIT "A"

                           HEARTLAND BANCSHARES, INC.

                        2003 DIRECTORS' COMPENSATION PLAN
                                  ELECTION FORM

To:   Corporate Secretary
      Heartland Bancshares, Inc.

      Corporate Secretary
      Heartland National Bank

      Pursuant to the requirements of Section 5 of the Heartland Bancshares,
Inc. 2003 Directors' Compensation Plan (the "Plan"), I hereby elect to receive
the future Board Fees payable to me as follows:

    [  ]    I elect to receive all future Board Fees entirely in cash, with no
            deferral.

    [  ]    I elect to receive all future Board Fees entirely in shares of
            Common Stock, with no deferral.

    [  ]    I elect to receive all future Board Fees in the form of Deferred
            Stock Grants payable on my Withdrawal Date.

    [  ]    I elect to receive all future Board Fees in the form of Deferred
            Stock Grants payable upon the earlier to occur of my Withdrawal Date
            or January 1 of the fifth year following the date I earn such Board
            Fees. (For example, all Board Fees earned during 2003 will be
            payable in Common Stock on January 1, 2008.)

    [  ]    I elect to receive all future Board Fees in the form of Deferred
            Stock Grants payable upon the earlier to occur of my Withdrawal Date
            or January 1 of the tenth year following the date I earn such Board
            Fees. (For example, all Board Fees earned during 2003 will be
            payable in Common Stock on January 1, 2013.)

      I understand that this election will be effective and binding until such
time as the Company and the Bank receive a new Election Form signed by me
bearing a later date than the date set forth below.

      Capitalized terms used in this Election Form shall have the meanings given
them in the Plan.

      I UNDERSTAND THAT IF I FAIL TO MARK A BOX ON THIS ELECTION FORM, I WILL BE
DEEMED TO HAVE ELECTED TO RECEIVE MY BOARD FEES ENTIRELY IN CASH.

                                              Date -----------------------------

                                          Signature ----------------------------

                                 Name (Please Print)----------------------------