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                                                                   EXHIBIT 10.12

                   FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
                        DIRECTORS CHANGE OF CONTROL PLAN

      First National Bankshares of Florida, Inc. ("FLB") has established this
Directors Change of Control Plan (the "Plan") effective as of April 19, 2004
(the "Effective Date").

                                   SECTION 1
                                   DEFINITIONS

      1.1   "Board of Directors" means the Board of Directors of FLB.

      1.2   "Change of Control" means the first to occur of any of the events
described in subsections (i) through (iii) below, following the Effective Date:

            (i)   When any Person becomes, through an acquisition, the
      beneficial owner of shares of capital stock of FLB having a majority of
      the total number of votes that may be cast for the election of directors
      of FLB (the "Voting Shares"); provided, however, that if a Person owns
      less than a majority of the voting power of FLB and that Person's
      ownership increases to a majority solely by virtue of an acquisition of
      stock by FLB, then no Change of Control shall have occurred, unless and
      until that Person subsequently acquires one or more additional shares
      representing voting power of FLB;

            (ii)  (a) when the shareholders of FLB approve any of the following
      (each, a "Transaction"):

                       (I)   any reorganization, merger, consolidation or other
                  business combination of FLB;

                       (II)  any sale of a majority of FLB's assets; or

                       (III) a complete liquidation or dissolution of FLB.

            (iii) Notwithstanding subsection (ii)(a) above, shareholder approval
      of either of the following types of Transactions will not give rise to a
      Change of Control:

                       (I)   a Transaction involving only FLB and one or more of
                  its subsidiaries; or

                       (II)  a Transaction immediately following which the
                  shareholders of FLB immediately prior to the Transaction
                  continue to have a majority of the voting power in the
                  resulting entity.

            (iv)  When, within any 24 month period, persons who were directors
      of FLB (each, a "Director") immediately before the beginning of such
      period (the "Incumbent Directors") shall cease (for any reason other than
      death or disability) to constitute at least a majority of the Board of
      Directors or the board of directors of any successor to FLB. For purposes
      of this subsection (iii), any Director who was not a Director as of the



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      Effective Date shall be deemed to be an Incumbent Director if such
      Director was elected to the Board of Directors by, or on the
      recommendation of, or with the approval of, at least a majority of the
      members of the Board of Directors or the nominating committee of FLB who,
      at the time of the vote, qualified as Incumbent Directors either actually
      or by prior operation of this subsection (iii). Notwithstanding the
      foregoing, any director elected to the Board of Directors to avoid or
      settle a threatened or actual proxy contest shall not, under any
      circumstances, be deemed to be an Incumbent Director.

      1.3   "Change of Control Non-Compete Payment" means the payment described
in Section 2 of the Plan.

      1.4   "Company" means FLB and its successors.

      1.5   "Director" shall mean a member of the Board of Directors.

      1.6   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      1.7   "Participant" means an individual that is, immediately prior to a
Change in Control, a Director who is not also an employee of FLB or any of its
subsidiaries.

      1.8   "Person" means any "person" (as defined in Section 3(a)(9) of the
Exchange Act and as used in Sections 13(d) and 14(d) thereof), including a
"group" as defined in Section 13(d)(3) of the Exchange Act, but excluding (i)
the Company, and (ii) any employee benefit plan sponsored or maintained by the
Company (including any trustee of such plan acting as trustee).

                                   SECTION 2
                      CHANGE OF CONTROL NON-COMPETE PAYMENT

      In the event of a Change in Control, a Participant who, within 30 days
following the Change in Control, delivers to the Company an executed Non-Compete
Election Notice in the form of Appendix A hereto shall be entitled to receive
from the Company, within ten days of the Company's receipt of the Participant's
executed Non-Compete Election Notice, in one lump sum, an amount (the "Change in
Control Non-Compete Payment") equal to three times the sum of all retainer and
meeting fees received by such Participant for service as a Director during the
twelve month period ending on the date of the Change in Control.

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                                   SECTION 3
                            AMENDMENT AND TERMINATION

      The Company may amend or terminate the Plan at any time; provided,
however, that the Plan shall not be amended or terminated in a manner that would
adversely affect any Director, if such amendment or termination would be
effective during the period commencing 90 days prior to a Change of Control.

                                   SECTION 4
                            MISCELLANEOUS PROVISIONS

      4.1   No Change of Control Non-Compete Payment shall be subject in any
manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge,
other than pursuant to the laws of descent and distribution, and any attempt to
do so shall be null and void.

      4.2   The Plan shall not give any Director any right or claim except to
the extent that the right is fixed specifically under the Plan. The
establishment of the Plan shall not be construed to give any Director a right to
be continued as a Director or as interfering with the right of the Company to
remove a Director in accordance with the Articles of Incorporation or By-laws of
the Company or other applicable law.

      4.3   Section headings are for convenience only and the language of the
Plan itself shall be controlling.

      4.4   The Plan shall be unfunded. Any liability of the Company under the
Plan shall be based solely on contractual obligations, if any, that are created
hereunder. No such liability of the Company shall be deemed to be secured by any
property of the Company.

      4.5   Whenever any Change of Control Non-Compete Payment becomes payable,
the Company shall have the right to withhold such amounts as are sufficient to
satisfy any federal, state or local tax withholding requirements.

      4.6   The Plan shall be construed and administered under the laws of the
State of Florida.

 IN WITNESS WHEREOF, FLB has caused the Plan to be executed on April 19, 2004.

                                 FIRST NATIONAL BANKSHARES OF
                                 FLORIDA, INC.

                                 By:  /s/ Garrett S. Richter
                                      ------------------------------------------
                                      Garrett S. Richter, Secretary

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                                                                      APPENDIX A

                   FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
                        DIRECTORS CHANGE OF CONTROL PLAN

                           NON-COMPETE ELECTION NOTICE

To: First National Bancshares of Florida, Inc., or its successor (the "Company")

Date: __________________

      Reference is made to the Directors Change in Control Plan (the "Plan")
adopted by the Company as of April ___, 2004. All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Plan.

      Pursuant to Section 2 of the Plan, the undersigned, a Participant in the
Plan at the time of the Change in Control of the Company that occurred not more
than 30 days prior to the date hereof, hereby elects to receive the Change in
Control Non-Compete Payment. In consideration thereof, intending to be legally
bound, the undersigned hereby agrees that for the twelve-month period commencing
on the date hereof, the undersigned will not, directly or indirectly:

            (a)   own, manage, operate, join, control, participate in or be
      connected with, as an officer, employee, partner, stockholder, director,
      advisor, consultant or agent (whether paid or unpaid), any business,
      individual, partnership, firm, corporation or other entity (each an
      "Entity") which is at the time engaged in or in the process of applying
      for or receiving appropriate bank regulatory approval to be engaged in the
      commercial banking business, or any other similar business or activity
      authorized for banks and directly or indirectly in competition with the
      Company or any subsidiary of the Company, including without limitation the
      accepting of deposits within the meaning of 12 U.S.C. Section 36(f) or the
      origination of loans) from an office located in any county in which the
      Company or any of its subsidiaries were conducting business as of the date
      of the Change in Control (the "Territory"), provided, however, that
      nothing herein shall prohibit the undersigned from acquiring, owning or
      holding as a passive investor an equity interest of less than 5%
      in any Entity engaged in such businesses or activities in the Territory;

            (b)   solicit or induce any employee, agent or independent
      contractor of the Company or any subsidiary of the Company, within the
      Territory, to terminate his or her employment by or other relationship
      with the Company or any subsidiary of the Company;

            (c)   solicit, on behalf of any person or Entity which is at the
      time directly or indirectly in competition with the Company or any
      subsidiary of the Company, the business of any person or Entity which is
      then or has been at any time during the preceding one year a customer or
      client of the Company or any of its subsidiaries, on an exclusive dealing
      or any basis which would restrict or prevent such customer or client from
      being a customer or client of the Company or any subsidiary of the
      Company; or

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            (d)   otherwise solicit any Entity to terminate such Entity's
      contractual or business relationship with the Company or any subsidiary of
      the Company.

      IN WITNESS WHEREOF, the undersigned has executed this Non-Compete Election
Notice as of the date first set forth above.

                                       _________________________________________
                                       Print Name:______________________________

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