EXHIBIT 4.5

                    FORM OF RESTRICTED STOCK AWARD AGREEMENT


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                           RESTRICTED STOCK AGREEMENT
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                                 PURSUANT TO THE
                                FLORIDAFIRST BANK

                              RESTRICTED STOCK PLAN
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                           FOR OFFICERS AND EMPLOYEES

         This Agreement shall  constitute an award of Restricted Stock ("Award")
for a total of _______ shares of Common Stock of FloridaFirst Bancorp, Inc. (the
"Corporation"),  which is hereby granted to _______________________________ (the
"Participant")  at the price determined as provided herein,  and in all respects
subject  to the terms,  definitions  and  provisions  of the  FloridaFirst  Bank
Restricted  Stock  Plan  (the  "Plan")  adopted  by  the  Corporation  which  is
incorporated by reference herein, receipt of which is hereby acknowledged.

         1. Purchase  Price.  The purchase  price for each share of Common Stock
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awarded by this Agreement is $0.00.

         2. Vesting of Plan  Awards.  The  Award of such  Common  Stock shall be
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deemed  non-forfeitable in accordance with the provisions of the Plan,  provided
the holder of such Award is an  employee,  director or director  emeritus of the
Corporation as of such date, as follows:

                  (a)      Schedule of Vesting of Awards.


                                            Number    Percentage of Total Shares
                                              of         Awarded Which Are
          Date                              Shares        Non-forfeitable
          ----                              ------        ---------------

Upon Grant                                      0                  0%
As of October 19, 2000................      _____                 20%
As of October 19, 2001................      _____                 40%
As of October 19, 2002................      _____                 60%
As of October 19, 2003................      _____                 80%
As of October 19, 2004................      _____                100%

                  (b) Restrictions on Awards. This Award may not be delivered to
the  recipient  if the  issuance  of the  Shares  pursuant  to the  Award  would
constitute a violation of any  applicable  federal or state  securities or other
law or valid  regulation.  As a condition to the  Participant's  receipt of this
Award,  the Corporation may require the person  receiving this Award to make any
representation  and  warranty  to the  Corporation  as may  be  required  by any
applicable law or regulation.

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         3.  Non-transferability  of Award. This Award may not be transferred in
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any  manner   prior  to  such   Award,   or  portion   thereof,   being   deemed
non-forfeitable. Notwithstanding anything herein or in the Plan to the contrary,
all Shares subject to an Award held by a Participant whose employment or service
with the  Corporation  or the Bank  terminates due to death shall be deemed 100%
earned and  nonforfeitable  as of the  Participant's  last date of employment or
service with the  Corporation  or the Bank and shall be  distributed  as soon as
practicable  thereafter to the  Beneficiary as set forth in accordance  with the
Plan.

         4.  Other  Restrictions  on Award.  This Award shall be subject to such
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other restrictions and limitations as are contained in the Plan or as determined
by the Plan Committee  administering  such Plan. Such Award shall be immediately
100% vested upon death or disability  (as  determined by the Plan  Committee) of
the  Participant,  or upon a Change in Control of the  Corporation  or the Bank,
provided  that  the  Plan  is  approved  by a vote  of the  stockholders  of the
Corporation at a  stockholder's  meeting held more than one year from the Bank's
conversion to stock form.


                                                     FloridaFirst Bank




Date of Grant: October 19, 1999                      By:
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Attest:



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[SEAL]


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