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                                                                   EXHIBIT 10.12


                                 BAY CITIES BANK
                            ENDORSEMENT SPLIT DOLLAR
                               INSURANCE AGREEMENT

         THIS ENDORSEMENT SPLIT DOLLAR INSURANCE AGREEMENT (the "Agreement") is
made as of the 25th day of January, 2002, by and between BAY CITIES BANK (the
"Bank"), located at Tampa, Florida, and MARTI J. WARREN, an employee of the Bank
(the "Employee").

                                    RECITALS:

         In consideration of the faithful performance of services by the
Employee as an employee of the Bank, the Bank wishes to benefit the Employee by
entering into a split-dollar life insurance arrangement in accordance with the
terms and conditions set forth herein.

         NOW, THEREFORE, the parties mutually agree as follows:

         1. GENERAL. This Agreement describes the terms and conditions of a
split dollar arrangement between the Bank and the Employee relating to that
certain life insurance policy (the "Policy") issued by John Hancock Variable
Life Insurance Company, with a Policy number of 58 961 002 on the life of the
Employee in the initial face amount of Six Hundred Seventy-Six Thousand Dollars
($676,000).

         2. ACQUISITION OF POLICY; PAYMENT OF PREMIUMS. The parties shall
cooperate in applying for and obtaining the Policy. The Policy shall be issued
to the Bank as the sole and exclusive owner of the Policy, subject to an
endorsement in favor of the Employee as hereinafter provided. The Bank shall pay
all of the net premiums due on the Policy and shall be solely responsible for
the calculation of the economic benefit to the Employee resulting from its
payment of such premiums.

         3. ENDORSEMENT. (a) Upon issuance of the Policy, the Bank and the
Employee shall execute, in form acceptable to the parties and to the Insurer, an
endorsement to the Policy in favor of the Employee (the "Endorsement Plan"). The
Endorsement Plan shall give the Employee the right, upon the Employee's death
while this Agreement is in force, to designate the beneficiary (the
"Beneficiary") of Two Hundred Fifty Thousand Dollars ($250,000) of the proceeds
from the Policy (the "Endorsement Amount"). As between the parties hereto, in
the event of any conflict between the terms of the Endorsement Plan and this
Agreement, the terms of this Agreement shall prevail.

                  (b) In no event shall the Endorsement Plan grant to the
Employee the right to surrender the Policy or borrow against the cash surrender
value of the Policy or any other right or power constituting an incident of
ownership in the Policy. Except for the rights granted to the Employee in the
Endorsement Plan, the Bank shall have all of the rights of the owner under the
Policy and shall be entitled to exercise all of such rights, options and
privileges without the consent of the Employee. Without limiting the generality
of the foregoing, the Employee understands and agrees that the cash surrender
value of the Policy shall at all times be the property of the Bank.
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         4. DEATH OF THE EMPLOYEE. In the event of the Employee's death while
this Agreement is in force, the Bank and the Beneficiary shall take steps to
collect the proceeds of the Policy by submitting the proper claim forms to the
Insurer. That portion of the proceeds of the Policy equal to the Endorsement
Amount shall be paid directly to the Beneficiary. That portion of the proceeds
of the Policy in excess of the Endorsement Amount shall be paid to the
beneficiary designated by the Bank.

         5. TERMINATION OF AGREEMENT.

                  (a)      Subject to fulfillment of the obligations arising
                           upon termination hereinafter set forth, this
                           Agreement shall terminate on the first to occur of
                           the following events (each referred to herein as a
                           "Termination Event"):

                           (i)      delivery of written notice of termination of
                                    this Agreement by the Bank to the Employee;

                           (ii)     delivery of written notice of termination of
                                    this Agreement by the Employee to the Bank;
                                    or

                           (iii)    at the election of the Bank upon termination
                                    of the Employee's service as a Employee of
                                    the Bank for any reason by either the Bank
                                    or the Employee.

                  (b)      Within thirty (30) business days following a
                           Termination Event, the Bank, in its sole discretion,
                           may surrender the Policy and collect its cash
                           surrender value. The Employee shall cooperate in
                           effecting any full or partial policy surrender or
                           policy loan requested by the Bank in connection with
                           the Bank's exercise of such option.

                  (c)      At any time following a Termination Event, the Bank
                           may, without notice to the Employee and without the
                           Employee's consent, cancel the Endorsement Plan.

         6. PROVISIONS REGARDING THE INSURER. The parties acknowledge and agree
as follows:

                  (a)      The Insurer shall be bound only by the provisions of
                           the Policy and any endorsement thereto.

                  (b)      Any payment made or actions taken by the Insurer in
                           accordance with the provisions of the Policy and any
                           endorsement thereto shall fully discharge the Insurer
                           from all claims, suits and demands of all persons
                           whatsoever.

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                  (c)      The Insurer shall not be deemed a party to, or to
                           have notice of, this Agreement or the provisions
                           hereof and shall have no obligation to see to the
                           performance of the obligations of the parties
                           hereunder.

         7. DISABILITY WAIVER OF PREMIUMS. The parties may, by mutual agreement,
add an agreement or rider to the Policy providing for the waiver of premiums in
the event of the insured's disability. Any additional premium attributable to
such agreement or rider shall be payable by the Employee or in such other manner
as the parties agree.

         8. AMENDMENT. This Agreement may be altered, amended or modified,
including the addition of any extra policy provisions, but only by a written
instrument signed by both of the parties.

         9. NOTICE PROVISION. Each notice and other communication hereunder
shall be in writing and shall be delivered or mailed by registered mail, return
receipt requested, and shall be deemed to have been given on the date of its
delivery, if delivered, and on the fifth full business day following the date of
the mailing, if mailed to each of the parties thereto at the following
respective addresses or such other address as may be specified in any notice
delivered or mailed as above provided:

                  (a)      If to the Bank to:

                           Bay Cities Bank
                           P.O. Box 21027
                           Tampa, FL 33622-1027
                           Attention: A. Bronson Thayer, Chairman

                  (b)      If to the Employee:

                           To the address on record with the Payroll Department
                           of the Bank.

         10. ASSIGNMENT. A party may assign such party's interests and
obligations under this Agreement at any time subject to the terms and conditions
of this Agreement.

         11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to any
principles of conflicts of law of such State.

         12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof. Any and all prior
agreements or understandings with respect to such matters are hereby superseded.

         13. STATUS OF PLAN UNDER ERISA. The parties acknowledge and agree (a)
that the split dollar arrangement described in this Agreement is an "employee
welfare benefit plan" within the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"); (b) that the
Employee participated in the negotiation of such arrangement and had significant
influence on its design; and (c) that as a result, the arrangement is intended

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to qualify as a plan maintained primarily for purposes of providing benefits for
a select group of management and highly compensated employees within the meaning
of Labor Regulations Section 2520.104-24.

         14. ERISA PROVISIONS. The following provisions are intended to meet the
requirements of ERISA and shall be interpreted in a manner consistent therewith:

                  (a)      NAMED FIDUCIARY.  The "Named Fiduciary" is the Bank.

                  (b)      CLAIMS PROCEDURE. Any person claiming a benefit under
                           the Agreement (a "Claimant") shall present the claim,
                           in writing, to the Bank, and the Bank shall respond
                           in writing. If the claim is denied, the written
                           notice of denial shall state, in a manner calculated
                           to be understood by the Claimant:

                           (i)      The specific reason or reasons for denial,
                                    with specific references to the Agreement
                                    provisions on which the denial is based;

                           (ii)     A description of any additional material or
                                    information necessary for the Claimant to
                                    perfect his, her or its claim and an
                                    explanation of why such material or
                                    information is necessary; and

                           (iii)    An explanation of the Agreement's claims
                                    review procedure.

         The written notice denying or granting the Claimant's claim shall be
provided to the Claimant within ninety (90) days after the Bank's receipt of the
claim, unless special circumstances require an extension of time for processing
the claim. If such an extension is required, written notice of the extension
shall be furnished by the Bank to the Claimant within the initial ninety (90)
day period. Any extension notice shall indicate the special circumstances
requiring the extension and the date on which the Bank expects to render a
decision on the claim. Any claim not granted or denied within the period noted
above shall be deemed to have been denied.

         Any Claimant whose claim is denied, or deemed to be denied under the
preceding sentence, or such Claimant's authorized representative, may, within
sixty (60) days after the Claimant's receipt of notice of the denial, or after
the date of the deemed denial, request a review of the denial by notice given,
in writing, to the Bank. Upon such a request for review, the claim shall be
reviewed by the Bank (or its designated representative). In connection with the
review, the Claimant may have representation, may examine pertinent documents,
and may submit issues and comments in writing.

         The decision on review normally shall be made within sixty (60) days of
the Bank's receipt of the request for review. If an extension of time is
required due to special circumstances, the Claimant shall be notified, in
writing, by the Bank, and the time limit for the decision on review shall be
extended to one hundred twenty (120) days. The decision on review shall be in
writing and shall state, in a manner calculated to be understood by the
Claimant, the specific reasons for the decision and shall include references to
the relevant Agreement provisions on which the decision is based. The written

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decision on review shall be given to the Claimant within the sixty (60) day (or,
if applicable, the one hundred twenty (120) day) time limit discussed above. If
the decision on review is not communicated to the Claimant within the sixty (60)
day (or, if applicable, the one hundred twenty (120) day) period described
above, the claim shall be deemed to have been denied upon review. All decisions
on review shall be final and binding with respect to all concerned parties.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.

                                         EMPLOYER:

                                         BAY CITIES BANK

                                         By:
                                             -----------------------------------

                                         Title:
                                                --------------------------------


                                         EMPLOYEE:

                                         Signature:
                                                    ----------------------------


                                         ---------------------------------------
                                         Printed Name of Employee


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