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                                                                   Exhibit 10.14


   AMENDMENT TO CHANGE OF CONTROL AGREEMENT DATED JUNE 30, 1997 BETWEEN FIRST
                       BANK OF FLORIDA AND CALVIN CEARLEY

This Amendment is made effective as of December 16, 1997 by and between First
Bank of Florida (the "Association"), and Calvin L. Cearley ("Executive"),
amending that certain First Bank of Florida Change of Control Agreement dated as
of June 30, 1997 between the Holding Company and Executive (the "Agreement").

WHEREAS, Executive was promoted to Executive Vice President of the Association
effective October 21, 1997; and

WHEREAS, in light of such promotion, the Board of Directors of the Association
deems it appropriate to extend certain protections afforded by the Agreement
from one year to three years;

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions
herein set forth, the Agreement is amended, effective on the date hereof, as
follows:

1.       Paragraph 3(a) is deleted in its entirety and the following substituted
         therefor:

         (a)      If Executive's employment is terminated by the Association
                  other than in a Termination for Cause pursuant to paragraph
                  2(c) hereof, or Executive terminates employment for Good
                  Reason, in either case after a Change of Control of the
                  Association as defined in paragraph 2(b) hereof, then in lieu
                  of any further salary payments to Executive for periods
                  subsequent to the date of termination, the Association shall
                  pay as severance to Executive an amount equal to three (3)
                  times the sum of (A) the higher of Executive's base salary in
                  effect immediately prior to the occurrence of the event or
                  circumstance upon which the Notice of Termination is based and
                  Executive's annual base salary in effect immediately prior to
                  the Change of Control of the Association, plus (B) the higher
                  of the highest annual bonus or incentive payment earned by or
                  accrued in respect of Executive in respect of any of the two
                  years immediately preceding that in which the Date of
                  Termination occurs or the highest annual bonus or incentive
                  payment so earned in respect of any of the two years
                  immediately preceding that in which the Change of Control of
                  the Association occurs. Such payment shall be made in a lump
                  sum within five days of the date of termination of Executive's
                  employment.

2.       Paragraph 3(b) is deleted in its entirety and the following
         substituted therefor:

         (b)      Upon the occurrence of a Change of Control of the Association
                  followed at any time during the term of this Agreement by
                  Executive's voluntary (for Good Reason) or involuntary
                  termination of employment, other than a Termination for Cause,
                  the Association shall, for three years or until Executive
                  obtains employment which provides substantially similar
                  benefits, provide Executive and anyone entitled to claim under
                  or through Executive all benefits under any life or other
                  insurance or death benefit plan, medical, group
                  hospitalization, dental, disability insurance or other future
                  or present similar group employee benefit plan or program of
                  the Holding Company or Association for which executive
                  officers are eligible, to the same extent as if Executive had
                  continued to be an employee of the Holding Company or
                  Association during such period and such benefits shall, to the
                  extent not paid under any such plan or program, be paid by the
                  Association. The payments and benefits described in the
                  preceding sentence shall be paid to Executive's beneficiaries
                  by testate or intestate succession in the event of Executive's
                  death during the period during which such payments and
                  benefits are being provided. Executive's "qualifying event"
                  for purposes of continuation coverage under the Consolidated
                  Budget Reconciliation Act ("COBRA") shall occur at the
                  expiration of such three year period.

All other terms and conditions of the Agreement shall remain in full force and
effect.


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IN WITNESS WHEREOF, First Bank of Florida has caused this Amendment to be
executed by its duly authorized officer, and Executive has executed this
Amendment, as of the day and year first above written.

ATTEST:                                 FIRST BANK OF FLORIDA




                                        By: /s/ LOUIS O. DAVIS, JR.
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WITNESS




                                            /s/ CALVIN L. CEARLEY
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                                            Executive