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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (this "Agreement") is made as of the 16th day of June, 2004
(the "Effective Date") by and between First National Bankshares of Florida,
Inc., a Florida corporation (the "Company") and Gary L. Tice (the "Executive").

      WHEREAS, Executive is the Chairman and Chief Executive Officer of the
Company;

      WHEREAS, Executive and the Company are parties to that certain Employment
Agreement dated June 13, 2001 and amended as of May 5, 2002 (the "Existing
Employment Agreement"); and

      WHEREAS, Executive and the Company desire to terminate the Existing
Employment Agreement and enter into this Agreement and that certain Change of
Control Agreement dated as of the date hereof (the "Change of Control
Agreement").

      NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and intending to be legally bound hereby, the parties agree as
follows:

      1. POSITION AND DUTIES. The Company hereby agrees to employ Executive as
Chief Executive Officer of the Company, with such powers and duties as are set
forth for such office in the Company's Bylaws and as may be prescribed from time
to time by the Board of Directors of the Company, and subject to the terms,
conditions and provisions of this Agreement. Executive hereby accepts such
employment and agrees to serve without additional compensation, if elected, in
any other senior executive position of the Company reasonably requested of him
and as an officer and/or director of any subsidiary of the Company in accordance
with Section 7 hereof. Executive shall devote his full-time best efforts to such
employment and shall apply substantially that degree of skill and diligence in
rendering services to the Company and its subsidiaries under this Agreement as
would be applied by a person of ordinary prudence and comparable experience
under similar circumstances. In connection therewith, Executive shall report to
and be subject to the direction of the Board of Directors of the Company.
Notwithstanding the foregoing, Executive may devote a reasonable amount of his
time to his personal investments and business affairs (including service as a
director of unaffiliated companies) and to civic and charitable activities;
provided, however, Executive shall not accept any position as a director of any
unaffiliated for-profit business organization without advance approval of the
Company's Board of Directors, which approval shall not be unreasonably withheld.

      2. COMPENSATION.

            (a) Annual Salary. As compensation for services rendered the Company
under this Agreement, Executive shall be entitled to receive from the Company an
annual salary of not less than $650,000 per year, (the "Annual Salary") payable
in accordance with the Company's normal payroll practice, prorated for any
partial employment period. The Annual Salary may be increased from time to time
by the Board of Directors of the Company, but shall not be decreased without the
written consent of Executive.

            (b) Compensatory Plan Participation. Executive will be eligible to
participate in any compensatory plans, including incentive compensation, stock
option, stock bonus, cash, profit-sharing or similar plans, which the Company
may make available to other executives of the Company, subject to the terms and
conditions of such plans and, if applicable, the discretion of the

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Board of Directors of the Company in determining the frequency and magnitude of
awards under such plans.

      3. FRINGE BENEFITS, VACATION TIME, EXPENSES AND PERQUISITES.

            (a) Benefit Plan Participation. Executive shall be eligible to
participate in or receive benefits under all corporate employment benefit plans
made available by the Company to its executives and key management employees
including, but not limited to, any pension, savings, insurance, medical or
health-and-accident plan or arrangement, subject to and on a basis consistent
with terms, conditions and overall administration of such plans and
arrangements.

            (b) Vacation Time Allowances. Executive shall be entitled each year
to a vacation in accordance with the Company's personnel policy, but not less
than five weeks in any calendar year (prorated in any calendar year during which
the Executive is employed hereunder for less than the entire such year in
accordance with the number of days in such calendar year during which he is so
employed), during which time Executive's compensation shall be paid in full.

            (c) Business Expense Reimbursement. During the term of his
employment hereunder, Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in accordance with
the policies and procedures established by the Company) in performing services
hereunder, provided that Executive properly accounts therefor in accordance with
corporate policy.

            (d) Use of Company-Provided Automobile. The Company will purchase or
lease an appropriate luxury vehicle agreeable to Executive for the Executive's
use in business and personal travel. The Company will secure appropriate
liability insurance on the vehicle and pay all normal and reasonable operating
expenses associated with the use of the vehicle. Executive will report personal
use of the vehicle each year in compliance with Internal Revenue Service
requirements and will be liable for the payment of any personal income taxes
resulting from such personal use (the "Personal Use Taxes"); however, the
Company shall pay to Executive an amount of cash (the "gross-up payment") such
that the net amount received by Executive after payment of income taxes with
respect to the gross-up payment is equal to the amount of the Personal Use
Taxes. Upon the termination of Executive's employment for any reason, if the
vehicle is owned by the Company or any of its affiliates Executive shall be
entitled to purchase such vehicle from the Company at the vehicle's book value
as reflected in the Company's books and records, or the vehicle's wholesale
value, whichever is lower.

            (e) Other Perquisites. Additionally, Executive shall be entitled to
receive such other perquisites (e.g., club memberships, including initiation and
equity fees, grossed up for all appropriate taxes) as the Board of Directors of
the Company deems appropriate.

            (f) Basic Retirement Plan. Executive's "Credited Service" (as
defined in the Company's Basic Retirement Plan ("BRP")) shall be 20.5 years as
of July 1, 2004 and shall increase thereafter in accordance with the terms of
the BRP. Executive's "Target Benefit Percentage" under the BRP shall never be
less than as defined in the BRP's CEO tier using the terms of the BRP on the
date of this agreement. Additionally, the benefit under the BRP shall not be
less than if the terms of the F.N.B. Corporation Basic Retirement Plan as in
effect on December 31, 2002, continued to apply to Executive, but modified so
that the Target Benefit Percentage would be 70% if the Executive

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terminates employment prior to attainment of age 62, 73.5% at age 63, 77% at age
64 and 80% at age 65 or later. Any Social Security or Medicare taxes (OASDHI)
payable with respect to BRP payments to Executive or Executive's beneficiary
shall be paid by the Company, including both the Company's share and the
Executive's share.

      4. RESTRICTIVE COVENANTS. Executive acknowledges that he has performed
services or will perform services hereunder which directly affect the Company's
business. Accordingly, the parties deem it necessary to enter into the
protective agreement set forth below, the terms and conditions of which have
been negotiated by and between the parties hereto.

            (a) Non-competition. Executive expressly covenants and agrees that
during the term of his employment hereunder and for a period of two years after
termination of his employment hereunder for any reason, Executive shall not
directly or indirectly, either as a principal, agent, employee, employer,
stockholder, co-partner or in any other individual or representative capacity
whatsoever, engage in the banking and financial services business, which
includes, but it is not limited to, the commercial banking, insurance agency,
wealth management, trust, savings and loan, and mortgage banking businesses, and
any other business in which the Company or any of its subsidiaries is engaged,
anywhere within 75 miles of the city limits of Naples in Collier County,
Florida; provided, however, that Executive shall not be prohibited hereunder
from investing in a business similar to the business of Company or any of its
subsidiaries if such investment is limited to less than five percent of the
capital stock or other securities of any corporation or similar organization.

            (b) Non-Solicitation of Employees. Executive agrees that he will,
for so long as he is employed by the Company and for a period of two years after
termination of his employment for any reason, (i) not solicit, entice, persuade,
or induce any other employee of the Company or any of its subsidiaries to leave
the employ of such entity, and (ii) refrain from recruiting or hiring, or
attempting to recruit or hire, directly or by assisting others, any individual
who is employed by the Company or any of its subsidiaries at the time of the
attempted recruiting or hiring.

            (c) Non-Solicitation of Customers. Executive will, for so long as he
is employed by the Company and for a period of two years after termination of
his employment for any reason, refrain from soliciting, or attempting to
solicit, directly or by assisting others, any business from any of the customers
of the Company or its subsidiaries, or actively sought prospective customers of
the Company or its subsidiaries, for purposes of providing products or services
that are similar to or competitive with those provided by the Company or any of
its subsidiaries, if the Company or any of its subsidiaries is also then still
engaged in such business.

            5. UNAUTHORIZED DISCLOSURE. During the period of his employment
hereunder, or at any later time, Executive shall not, without the written
consent of the Board of Directors of the Company or a person authorized thereby,
knowingly disclose to any person, other than an employee of the Company or a
person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by Executive of his duties hereunder, any material
confidential information obtained by him while in the employ of the Company with
respect to any of the Company's services, products, improvements, formulas,
designs or styles, processes, customers, methods of distribution or any business
practices the disclosure of which he knows will be materially damaging to the
Company; provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by Executive) or any

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information of a type not otherwise considered confidential by persons engaged
in the same business or a business similar to that conducted by the Company.

      6. INJUNCTIVE RELIEF. It is understood and agreed by and among the parties
hereto that the services to be rendered by Executive hereunder are of a special,
unique, extraordinary and intellectual character, which gives them a peculiar
value, the loss of which may not be reasonably or adequately compensated in
damages, and additionally that a breach by Executive of the covenants set out in
Sections 4 or 5 of this Agreement will cause the Company great and irreparable
injury and damage. Executive hereby expressly agrees that the Company shall be
entitled to the remedies of injunction, specific performance and other equitable
relief to prevent a breach of Sections 4 or 5 of this Agreement by Executive.
This provision shall not, however, be construed as a waiver of any of the
remedies which the Company may have for damages or otherwise.

      7. SUBSIDIARIES. It is understood and agreed by the parties hereto that,
at the election and direction of the Board of Directors of the Company and
without modification of the terms and provisions hereof, Executive shall also
serve as an executive officer and/or director of any one or more subsidiaries of
the Company, when and as so determined by the Board of Directors.

      8. TERMINATION OF EMPLOYMENT. Upon termination of Executive's employment
for any reason, Executive or, in the event of death, Executive's estate, shall
be entitled to Executive's Annual Salary pro rated through the date of
termination. Any other payments or benefits earned by or owed to Executive
hereunder at the time of termination of employment, but not yet paid to
Executive, shall be paid to Executive or his estate at such time as is provided
by the terms of the applicable Company plan or policy. Executive's right to any
additional payments and benefits for periods after the date of termination of
employment shall be determined in accordance with the following provisions of
this Section 8.

            (a) Disability of Executive. In the event of the termination of
Executive's employment by reason of Executive's disability, as hereinafter
defined, the Company shall continue to compensate Executive for the duration of
the disability period or until Executive attains the age 65, whichever occurs
first, at a rate equal to 70% of the sum of (x) Executive's Annual Salary as in
effect at the time of the disability and (y) the greater of (i) the average
annual incentive payment earned by Executive under the Company's Executive
Incentive Compensation Plan (or any successor plan) in respect of the three most
recent complete fiscal years of the Company prior to the date of the termination
of Executive's employment or (ii) the target incentive bonus award under the
Company's Executive Incentive Compensation Plan (or any successor plan) for the
year in which the termination of Executive's employment occurs. The Company may
choose to secure insurance policies for this obligation and Executive agrees to
submit to any medical examinations required to secure such insurance coverage.
The Company shall also pay to Executive (i) an amount equal to 25% of
Executive's Annual Salary as in effect at the date of termination of employment,
payable in equal installments throughout the three-month period commencing on
the date of the termination of employment, and (ii) a prorated bonus equal to
the product of the Executive's target bonus under the Company's Executive
Incentive Compensation Plan (or any successor plan) for the year in which
Executive's employment is terminated multiplied by a fraction, the numerator of
which is twelve less the number of full months remaining in the fiscal year
following the date of the termination of employment, and the denominator of
which is twelve, payable not later than ten days following the termination of
Executive's employment. In addition, in the event of the termination of
Executive's employment by reason of Executive's disability, all equity
compensation awards granted to

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Executive by the Company (e.g., stock options and shares of restricted stock)
shall immediately become fully vested and fully exercisable.

      Executive shall be entitled to the disability benefits provided by this
Section if, by reason of physical or mental impairment, he is incapable of
performing his duties hereunder for a period of six consecutive months or a
total of nine months in any twelve-month period. Any dispute regarding the
existence, the extent or the continuance of Executive's disability shall be
resolved by the determination of a duly licensed and practicing physician
selected by and mutually agreeable to both the Company and Executive.

            (b) Death of Executive. In the event of the termination of
Executive's employment by reason of the death of Executive, the Company shall
pay, within ten days of Executive's death, to Executive's designated
beneficiary, or, if Executive has failed to designate a beneficiary, to his
estate, an amount equal to (x) 25% of the Executive's Annual Salary as in effect
at the time of Executive's death and (y) a prorated bonus equal to the product
of the Executive's target bonus under the Company's Executive Incentive
Compensation Plan (or any successor plan) for the year in which Executive dies
multiplied by a fraction, the numerator of which is twelve less the number of
full months remaining in the fiscal year following the date of Executive's
death, and the denominator of which is twelve. Such payment shall be in addition
to any other payments or benefits to which Executive may be entitled under the
terms of any benefit plans of the Company, including, but not limited to, the
BRP. In addition, in the event of the termination of Executive's employment by
reason of the death of Executive, all equity compensation awards granted to
Executive by the Company (e.g., stock options and shares of restricted stock)
shall immediately become fully vested and fully exercisable.

            (c) Termination by the Company for Proper Cause. The occurrence of
any of the following events or circumstances shall constitute "Cause" for the
termination, at the election of the Board of Directors of the Company, of the
employment of Executive under this Agreement:

                  (i) the perpetration of defalcations by Executive involving
            the Company or any of its subsidiaries, as established by certified
            public accountants employed by the Company, or willful, reckless or
            grossly negligent conduct of Executive entailing a substantial
            violation of any material provision of the laws, rules, regulations
            or orders of any governmental agency applicable to the Company or
            any of its subsidiaries;

                  (ii) the repeated and deliberate failure by Executive, after
            advance written notice to him, to comply with reasonable policies or
            directives of the Board of Directors of the Company;

                  (iii) the breach of this Agreement by Executive in any other
            material respect and failure to cure such breach within 30 calendar
            days after Executive receives written notice of such breach from the
            Company; or

                  (iv) conduct that results in the Executive being disqualified
            or barred by banking or securities law regulators from serving in
            the capacity contemplated by this Agreement.

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      In the event that the Company discharges Executive for Cause, such notice
of discharge shall be accompanied by a written and specific description of the
circumstances constituting Cause.

      Upon the termination of Executive's employment hereunder by the Company
for Cause, no additional benefits or monies shall be due Executive other than
those accrued hereunder or under any benefit plans of the Company as of the date
of termination. In addition, in the event that the Company discharges Executive
for Cause pursuant to clause (i) or (iv) of this Section 8(c) and the acts or
omissions of Executive constituting Cause result in material economic harm to
the Company or in reputational harm causing quantifiable material injury to the
Company, then, notwithstanding anything to the contrary herein or the terms of
any Company plan or program, as of the date of termination (i) the Company shall
have no further obligations to make any payments or provide any benefits to
Executive or his dependents hereunder or under any compensatory or benefit plan
or arrangement of the Company (including, but not limited to, the BRP) and (ii)
any outstanding options to purchase shares of the Company's common stock shall
immediately expire to the extent not previously exercised.

      In the event that the Company discharges Executive alleging Cause and it
is subsequently determined pursuant to Section 12(f) that the termination was
without proper cause, then such discharge shall be deemed a discharge without
Cause subject to the provisions of Section 8(d) hereof.

            (d) Termination by the Company Without Cause. The Company may
terminate Executive's employment hereunder at any time without Cause by written
notice to Executive, in which event:

                  (i) the Company shall pay to Executive, within ten days
            following the date of termination, a lump sum amount in cash equal
            to Executive's Annual Salary in effect on the date of the
            termination of Executive's employment multiplied by one-twelfth of
            the Severance Period (the term "Severance Period," as used herein,
            shall mean the lesser of 36 or the number of months in the period
            from the date of the termination of Executive's employment hereunder
            to the date Executive attains the age 65);

                  (ii) the Company shall pay to Executive, within ten days
            following the date of termination, a lump sum amount in cash equal
            to one-twelfth of the Severance Period multiplied by the greater of
            (x) the average annual incentive payment earned by Executive under
            the Company's Executive Incentive Compensation Plan (or any
            successor plan) in respect of the three most recent complete fiscal
            years of the Company prior to the date of the termination of
            Executive's employment or (y) the target incentive bonus award under
            the Company's Executive Incentive Compensation Plan (or any
            successor plan) for the year in which the termination of Executive's
            employment occurs;

                  (iii) the Company shall provide to Executive and his eligible
            dependents medical, long-term disability, dental and life insurance
            coverage, to the extent such coverage was in effect immediately
            prior to such termination, until Executive attains the age 65;
            provided, however, that in the event of Executive's death prior to
            such date, the Company shall continue to provide medical and dental
            coverage to Executive's spouse until the date that Executive would
            have attained age 65;

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                  (iv) the Company shall continue to provide to Executive the
            benefits described under Sections 3(d) and 3(e) hereof until the
            earlier to occur of the third anniversary of the date of
            termination, the date Executive attains the age 65, or the date of
            Executive's death;

                  (v) the Company shall contribute to Executive's account under
            the Company's defined contribution retirement plans (currently, the
            Company's Salary Savings Plan and ERISA Excess Profit Sharing and
            Lost Match Plan) an amount of cash equal to the amount that the
            Company would have contributed to such plans (including both
            profit-sharing contributions and Company matching contributions in
            respect of Executive's contributions to the plan) had Executive
            continued to be employed by the Company for a number of months equal
            to the Severance Period, at an annual compensation equal to the sum
            of Executive's Annual Salary immediately prior to the termination of
            Executive's employment and the greater of (x) the average annual
            incentive bonus earned by Executive under the Company's Executive
            Incentive Compensation Plan (or any successor plan) in respect of
            the three most recent complete fiscal years of the Company prior to
            the date of the termination of Executive's employment or (y) the
            target incentive bonus award under the Company's Executive Incentive
            Compensation Plan (or any successor plan) for the year in which the
            termination of Executive's employment occurs (and assuming for this
            purpose that Executive made the maximum permissible contributions to
            such plans during such period), such contributions being deemed to
            be made immediately prior to the termination of Executive's
            employment;

                  (vi) all equity compensation awards granted to Executive by
            the Company (e.g., stock options and shares of restricted stock)
            shall immediately become fully vested and fully exercisable; and

                  (vii) notwithstanding anything to the contrary contained in
            the BRP, Executive's "Credited Service" under the BRP shall be
            deemed for all purposes to be increased by an amount equal to
            one-twelfth of the Severance Period, and Executive's "Compensation"
            under the BRP for each such additional year of Credited Service
            shall be deemed to be an amount equal to the sum of (x) Executive's
            Annual Salary in effect immediately prior to the date of the
            termination of Executive's employment and (y) the greater of (A) the
            average annual incentive bonus payment earned by Executive under the
            Company's Executive Incentive Compensation Plan (or any successor
            plan) in respect of the three most recent complete fiscal years of
            the Company preceding the date of the termination of Executive's
            employment or (B) the target incentive bonus award under the
            Company's Executive Incentive Compensation Plan (or any successor
            plan) for the year in which the termination of Executive's
            employment occurs.

            (e) Termination by Executive For Good Reason In the Event Executive
terminates his employment for Good Reason, the Company shall provide to
Executive all of the payments and benefits to which Executive would have been
entitled pursuant to Section 8(d) had the Company terminated Executive's
employment without Cause. For purposes of this Agreement, the term "Good Reason"
shall mean:

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                  (i) removal of Executive from the position of Chief Executive
            Officer of the Company (by reason other than death, disability or
            Cause);

                  (ii) failure of the Board of Directors to nominate Executive
            to reelection as a member of the Company's Board of Directors (by
            reason other than death, disability or Cause);

                  (iii) a substantial alteration in the nature or status of
            Executive's responsibilities which renders Executive's position to
            be of less dignity, responsibility or scope;

                  (iv) a substantial reduction in compensation such as, for
            example, a reduction in target incentive bonus award that is not
            offset by an increase in other compensation or benefits (in which
            case the payments and benefits in Section 8(d) shall be determined
            as if such reduction did not occur);

                  (v) the Company requiring Executive to be based anywhere other
            than the Company's principal executive offices; or

                  (vi) any material breach by the Company of its obligations
            contained in this Agreement.

            (f) Retirement. In the event Executive retires (the Executive's
termination of his employment with the Company other than for Good Reason shall
be deemed retirement), no additional benefits or monies shall be due Executive
other than those accrued hereunder or under any benefit plans of the Company as
of the date of termination, except that:

                  (i) any and all outstanding stock options awarded to Executive
            by the Company shall immediately become fully exercisable;

                  (ii) any and all shares of restricted stock awarded to
            Executive by the Company other than pursuant to a multi-year award
            shall immediately become fully vested; and

                  (iii) with respect to shares of restricted stock awarded to
            executive and designated by the Board of Directors of the Company as
            a multi-year award with vesting subject to the attainment of
            specified performance criteria (the parties acknowledge and agree
            that the shares of restricted stock granted to Executive on April
            19, 2004 were granted as a three-year award with vesting subject to
            attainment of specified performance criteria), (x) any and all
            shares subject to vesting in respect of attainment of performance
            criteria in any year following the year in which Executive retires
            shall be forfeited, and (y) if the performance criteria applicable
            to any shares subject to vesting in respect of the attainment of
            performance criteria in the year in which Executive retires are
            satisfied, a prorated portion of such shares, based on the number of
            full months Executive was employed in the fiscal year in which he
            retired, shall become fully vested.

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            (g) Termination at Age 65. On the date Executive attains age 65,
this Agreement shall terminate and cease to be of any force or effect, except
(i) for the provisions of Sections 4 (Restrictive Covenants), 5 (Unauthorized
Disclosure), 6 (Injunctive Relief) and 12 (Miscellaneous) hereof and (ii) with
respect to any payments or benefits to which Executive is entitled hereunder as
of such date.

            (h) Notice of Termination of Agreement. Either Executive or the
Company may give written notice to the other of such party's election to
terminate this Agreement on the third anniversary (the "Termination Date") of
the date such notice is delivered to such other party. In such event, this
Agreement will continue in effect until the Termination Date, and shall
thereafter be of no force or effect, except (i) for the provisions of Sections 4
(Restrictive Covenants), 5 (Unauthorized Disclosure), 6 (Injunctive Relief) and
12 (Miscellaneous) hereof, and (ii) with respect to any payments or benefits to
which Executive is entitled hereunder as of the Termination Date.

            (i) Change of Control. In the event of the occurrence of a
Triggering Event (as defined in the Change of Control Agreement), this Agreement
shall cease to be of any force or effect, except (i) for the provisions of
Sections 4 (Restrictive Covenants), 5 (Unauthorized Disclosure), 6 (Injunctive
Relief) and 12 (Miscellaneous), and (ii) with respect to any payments or
benefits to which Executive is entitled hereunder as of the date of occurrence
of such Triggering Event.

            (j) Effect of Termination on Other Positions. If, on the date of his
termination of employment with the Company, the Executive is a member of the
Board of Directors of the Company or any of its subsidiaries, or holds any other
position with the Company or any of its subsidiaries, the Executive shall be
deemed to have resigned from all such positions as of the date of his
termination of employment with the Company. Executive agrees to execute such
documents and take such other actions as the Company may request to reflect such
resignation.

      9. RELEASE. Executive hereby acknowledges and agrees that prior to
Executive's or his dependents' right to receive from the Company any
compensation or benefits to be paid or provided to him or his dependents
hereunder following the termination of his employment for any reason, Executive
may be required by the Company, in its sole discretion, to execute a release in
the form of Exhibit A hereto.

      10. INDEMNIFICATION. The Company shall indemnify Executive, to the fullest
extent permitted by Florida law, with respect to any threatened, pending or
completed action, suit or proceeding, brought against him by reason of the fact
that he is or was a director, officer, employee or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another person or entity. To the fullest extent permitted by Florida
law, the Company shall, in advance of final disposition, pay any and all
expenses incurred by Executive in connection with any threatened, pending or
completed action, suit or proceeding with respect to which Executive may be
entitled to indemnification hereunder. Executive's right to indemnification
provided herein shall survive the term of Executive's employment hereunder.

      11. RETURN OF MATERIALS. Upon termination of employment with the Company,
Executive shall promptly deliver to the Company all correspondence, manuals,
letters, notes, notebooks, reports and any other documents or tangible items
containing or constituting confidential information about the business of the
Company.

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      12. MISCELLANEOUS.

            (a) Notices. Any notices required or permitted to be given under
this Agreement shall be sufficient if in writing, and if personally delivered or
when sent by first class certified or registered mail, postage prepaid, return
receipt requested -- in the case of Executive, to his residence address as set
forth in the books and records of the Company, and in the case of the Company,
to the address of its principal place of business, in care of the Chairman of
the Compensation Committee of the Board -- or to such other person or at such
other address with respect to each party as such party shall notify the other in
writing.

            (b) Successors. This Agreement shall inure to the benefit of and be
binding upon Executive, the Company and any successor to the Company.

            (c) Severability. Except as noted below, should any provision of
this Agreement be declared or determined by any court of competent jurisdiction
or arbitrator to be unenforceable or invalid for any reason, the validity of the
remaining parts, terms, or provisions of this Agreement shall not be affected
thereby and the invalid or unenforceable part, term, or provision shall be
deemed not to be a part of this Agreement. The covenants set forth in this
Agreement are to be reformed pursuant to subsection (d) of this Section 12 if
held to be unreasonable or unenforceable, in whole or in part, and, as written
and as reformed, shall be deemed to be part of this Agreement.

            (d) Reformation. If any of the covenants or promises of this
Agreement are determined by any court of law or equity or arbitrator, with
jurisdiction over this matter, to be unreasonable or unenforceable, in whole or
in part, as written, Employee hereby consents to and affirmatively requests that
said court or arbitrator, to the extent legally permissible, reform the covenant
or promise so as to be reasonable and enforceable and that said court or
arbitrator enforce the covenant or promise as so reformed.

            (e) Amendment. This Agreement may be amended or cancelled only by
mutual agreement of the parties in writing without the consent of any other
person and, so long as Executive lives, no person other than the parties hereto
shall have any rights under or interest in this Agreement or the subject matter
hereof.

            (f) Arbitration. Except as otherwise provided herein, in the event
of any controversy, dispute or claim arising out of, or relating to this
Agreement, or the breach thereof, or arising out of any other matter relating to
Executive's employment with the Company or the termination of such employment,
the parties may seek recourse only for temporary or preliminary injunctive
relief to the courts having jurisdiction thereof and if any relief other than
injunctive relief is sought, the Company and Executive agree that such
underlying controversy, dispute or claim shall be settled by arbitration
conducted in Naples, Florida in accordance with this Section 12(f) of this
Agreement and the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"). The matter shall be heard and decided, and awards rendered
by a panel of three arbitrators (the "Arbitration Panel"). The Company and
Executive shall each select one arbitrator from the AAA National Panel of
Commercial Arbitrators (the "Commercial Panel") and those two arbitrators shall
select a third arbitrator; provided, however, that in the event the two
arbitrators cannot agree on a third arbitrator, the AAA shall select a third
arbitrator from the Commercial Panel. The award rendered by the Arbitration
Panel shall be final and binding as between the parties hereto and their

                                       10

<PAGE>

heirs, executors, administrators, successors and assigns, and judgment on the
award may be entered by any court having jurisdiction thereof.

            (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

            (h) Entire Agreement. This Agreement and the Change of Control
Agreement contain the entire agreement of the parties concerning the matters set
forth herein and therein, and all promises, representations, understandings,
arrangements and prior agreements regarding the subject matter hereof, other
than those set forth herein and the Change of Control Agreement, are superseded
hereby. The parties agree that the Existing Employment Agreement is hereby
terminated and shall be of no further force or effect.

                            [SIGNATURE PAGE FOLLOWS]

                                       11

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                      "THE COMPANY"

                                      FIRST NATIONAL BANKSHARES OF FLORIDA, INC.

                                      By: /s/ Charles T. Cricks
                                         ---------------------------------------
                                         Charles T. Cricks
                                         Chairman, Compensation Committee

                                      "EXECUTIVE"

                                      /s/ Gary L. Tice
                                      ------------------------------------------
                                      Gary L. Tice

                                       12

<PAGE>

                                    EXHIBIT A

                                 FORM OF RELEASE

      THIS RELEASE is made by the undersigned ("Executive") in favor of First
National Bankshares of Florida, Inc. (the "Company") this ____ day of _____,
_____.

      WHEREAS, Executive and the Company are parties to that certain Employment
Agreement, dated as of _________, 2004 (the "Employment Agreement"); and

      WHEREAS, pursuant to Section 9 of the Employment Agreement, it is a
condition to the Company's obligation to make certain payments and provide
certain benefits to Executive following the termination of Executive's
employment that Executive execute and deliver to the Company a release in the
form hereof

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Executive hereby releases the Company and any affiliated entities
and their respective officers, directors, shareholders, executives and agents,
from any and all claims, demands, suits, causes of action, damages or expenses
which Executive has had or may have in the future, arising out of Executive's
employment as an executive of the Company and Executive's separation from the
Company, including, without limitation:

      (a)   claims under any and all federal, state or local laws or
            regulations, including, but not limited to any labor, employment or
            benefit laws prohibiting any form of discrimination such as the Fair
            Labor Standards Act, the Age Discrimination in Employment Act, as
            amended by the Older Workers Benefit Protection Act, Title VII of
            the Civil Rights Act of 1964, as amended, the Americans with
            Disabilities Act, and the Civil Rights Act of 1991;

      (b)   any right to recover under any claim that may be filed by the Equal
            Employment Opportunity Commission, or state or local human relations
            commission, or any other federal, state or local governmental
            agency; and

      (c)   any claim that Executive is entitled to any payments or benefits
            other than as expressly set forth in the Employment Agreement.

      IN WITNESS WHEREOF, intending to be legally bound, Executive has executed
this Release on the date first set forth above.

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                                          Print Name:
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