Exhibit 10.5  



FFLC BANCORP, INC.

2002 STOCK OPTION PLAN

INCENTIVE STOCK OPTION
AWARD AGREEMENT

(EMPLOYEES)  




Name and Address of
Participant: 



        You
have been granted an Incentive Stock Option to purchase shares of FFLC Bancorp, Inc.
common stock (“Common Stock”) at a fixed price (the “Option Price”)
subject to the terms and conditions of this Award Agreement and the FFLC Bancorp, Inc.
2002 Stock Option Plan (the “Plan”). 






































		
	Number of Shares

Subject to the Option Award: 
	
__________ shares of FFLC Bancorp, Inc. common stock

	 	 
	Date of Grant: 
	_____________, 200__

	 	 
	Option Price: 
	$_______

	 	 
	Term of Option: 
	 The term of this  Incentive  Stock  Option  shall be 10 years  from the Date of
                       Grant.

 
	 	 
	Vesting Schedule: 
	 Subject  to  the  limitations  of  this  Stock  Option  Award  Agreement,  this
                         Incentive   Stock  Option  Award  shall  vest  or  become   exercisable
                         according to the following schedule:
 

	 	 
		Installment 
                   Vesting Date 

	 	 
	 	 
	 	 Except as provided below, an installment  shall not become  exercisable
on the otherwise  applicable  vesting date if you terminate  employment
prior to such vesting date.

 
	 	 
	Acceleration of Vesting

in the Event of a

Change in Control: 
	 All  unvested   Incentive  Stock  Options  shall   immediately   become
                       exercisable   and  shall  remain   exercisable  for  the  term  of  the
                       Incentive  Stock Option,  regardless of termination of employment  with
                       the Company or the Bank.  Incentive  Stock Options  exercised more than
                       90 days  following  termination  of  employment  in  connection  with a
                       Change in Control,  will be treated as Non-Statutory  Stock Options for
                       tax purposes.

 











					
					
	Payment of Option Price: 	 The  Option  Price  may be paid in cash or Common  Stock  having a Fair
                        Market Value on the exercise date equal to the total Option  Price,  or
                        any  combination  of  cash  or  Common  Stock  and,  if  the  Committee
                        permits,  you may also conduct a cash-less  exercise  with a qualifying
                        broker-dealer.

 
	 	 	 	 	 
	Effect of Termination of

employment because of: 
	 
	 	 	 	 	 
	 	(a) 
		Death or Disability: 
	 In the event you  terminate  service  due to death or  Disability,  the
                       entire  unvested  portion of your  Incentive  Stock  Option  Award will
                       immediately  vest and the  unexercised  portion of your Incentive Stock
                       Option  Award  will  remain  exercisable  for a period of two (2) years
                       following   termination  of  employment,   or,  if  sooner,  until  the
                       expiration of the term of your  Incentive  Stock Option.  All Incentive
                       Stock Options  exercised more than one (1) year  following  termination
                       of  employment   due  to  Death  or  Disability   will  be  treated  as
                       Non-Statutory Stock Options for tax purposes.
 

	 	 	 	 	 
	 	(b) 		 Termination for

Cause: 
	 If you are terminated for Cause,  all unvested  Incentive Stock Options
                 will immediately and  automatically  expire as of the effective date of
                 your  Termination  for Cause.  Your vested  Incentive Stock Options may
                 be exercised within 90 days of your Termination Date.

 
	 	 	 	 	 
		(c) 		Retirement: 
	 As of the  effective  date of your  Retirement,  you will  forfeit  all
               rights to your unvested  portion of this Incentive  Stock Option Award.
               Your vested  portion  will remain  exercisable  for a period of one (1)
               year from your Retirement  date or, if sooner,  until the expiration of
               the term of the  Incentive  Stock Option.  All Incentive  Stock Options
               exercised  more than 90 days  following  your  Retirement  date will be
               treated as Non-Statutory Stock Options for tax purposes.

 
	 	 	 	 	 
		(d) 		Other reasons: 
	 Unless  otherwise  determined by the  Committee,  you may only  exercise  those
                          Incentive  Stock  Options that are  immediately  exercisable  as of the
                          date of your  termination  of  service.  You  forfeit all rights to any
                          unvested  Incentive  Stock  Options  and  your  vested  Invested  Stock
                          Options  remain  exercisable  for a period  of 90 days  following  your
                          termination   of  service   employment,   or,  if  sooner,   until  the
                          expiration of the term of your Incentive Stock Option.

 




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	Voting: 
	 You have no rights as a shareholder  with respect to any shares of Common Stock
               covered  by  this  Incentive  Stock  Option  Award  until  the  date of
               issuance of a stock  certificate  for the Common Stock  covered by this
               Incentive Stock Option Award following exercise of the Option.

 
	 	 	 	 	 
	Distribution: 
	 Shares of Common  Stock  subject to this  Incentive  Stock Option Award
             will be distributed as soon as practicable upon exercise.

 
	 	 	 	 	 
	Tax Withholding: 
	
	 	 	 	 	 
		(a) 		Exercise of Incentive

Stock Option: 
	 

         Currently,  there are no regular  federal or state income or employment
                              tax  liabilities  upon the exercise of an  Incentive  Stock Option (see
                              Incentive Stock Option Holding  Period),  although the excess,  if any,
                              of the Fair Market  Value of the shares of Common  Stock on the date of
                              exercise   over  the  Option  Price  will  be  treated  as  income  for
                              alternative  minimum  tax ("AMT")  purposes  and may subject you to AMT
                              in the year of exercise.  Please check with your tax advisor.

 
	 	 	 	 	 
		(b) 		Disqualifying Disposition: 
	 In the event of a  disqualifying  disposition  (described  below),  you
may be required to pay FFLC Bancorp,  Inc. or its Affiliates  (based on
the federal  and state  regulations  in place at the time of  exercise)
an  amount  sufficient  to  satisfy  all  federal,  state and local tax
withholding.

 
	 	 	 	 	 
		(c) 		Incentive Stock Option

Holding Period: 
	 In order to receive Incentive Stock Option tax treatment under
Section 422 of the Code, you may not dispose of shares acquired under
an Incentive Stock Option Award (i) for two (2) years from the Date
of Grant and (ii) for one (1) year after the date you exercise your
Incentive Stock Option. You must notify the Company within ten (10)
days of an early disposition of Common Stock (i.e., a "disqualifying
disposition"). 

 
	 	 	 	 	 
	Designation of Beneficiary: 
	 You  may  designate  a  beneficiary,   on  a  form  acceptable  to  the
                           Committee,  to receive rights under this Incentive  Stock Option Award,
                           in the event of your death.  If a  beneficiary  is not  designated  the
                           Award will become part of your estate.

 




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	Non-Transferability: 
	 This Incentive Stock Option Award shall not be  transferred,  assigned,
                    hypothecated,  or  disposed  of in any manner by you other than by will
                    or the laws of intestate succession.

 
	 	 
	Plan Governs: 
	 Notwithstanding  anything in this  Incentive  Stock Option Award  Agreement to the contrary,  the
                                        terms of this Incentive  Stock Option Award  Agreement shall be subject
                                        to the  terms  and  conditions  of the  Plan,  a copy of  which  may be
                                        obtained  from  the  Company.   This   Incentive   Stock  Option  Award
                                        Agreement  is subject  to all  interpretations,  amendments,  rules and
                                        regulations  promulgated  by the  Committee  from time to time pursuant
                                        to the Plan.  Any  capitalized  terms shall have the  meaning  given to
                                        such terms in the Plan.

 
	 	 
		 Neither  the Plan nor this  Award  Agreement  create  any  right on the
part of any  individual to continue in the  employment of FFLC Bancorp,
Inc. or any Affiliate of FFLC Bancorp, Inc.

 
	 	 
	Modification and Waiver: 
	 The  Committee  may amend or modify this  Incentive  Stock Option Award
                        from time to time, prospectively or retroactively;  provided,  however,
                        that no such  amendment  or  modification  will  adversely  affect  the
                        rights of the  Participant  under this Award  Agreement  without his or
                        her written consent.

 









        All
decisions, determinations and interpretations of the Board of Directors, or the Committee
thereof, in regards to the Plan and/or this Incentive Stock Option Award Agreement are
final and conclusive. 



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        IN
 WITNESS  WHEREOF,  FFLC  Bancorp,  Inc.  has caused  this  Award  Agreement  to be
 executed  and said Participant has also executed this Award Agreement as of the ____day
of __________, 200__. 



















		
		FFLC BANCORP, INC.







By:___________________________________









By:___________________________________

      __________________






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