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                                 EXHIBIT 10.8

                          SAMPLE AMENDED AND RESTATED
                         COMMERCE NATIONAL CORPORATION
                      STOCK APPRECIATION RIGHTS AGREEMENT

     THIS AMENDED AND RESTATED COMMERCE NATIONAL CORPORATION STOCK APPRECIATION
RIGHTS AGREEMENT is made this 20/th/ day of March, 2000, by and between COMMERCE
NATIONAL CORPORATION, a Florida corporation having offices at Winter Park,
Florida (the "Company"), and         (the "Director).

                                 INTRODUCTION

     WHEREAS, the Company and the Director entered into that certain Commerce
National Corporation Stock Appreciation Rights Agreement dated December 20, 1999
(the "1999 Agreement") under which the Company granted the Director certain
rights to share in the appreciation in the value of the stock of the Company;
and

     WHEREAS, the Company and the Director desire to amend and restate the 1999
Agreement in its entirety to, among other things, delete the adjustment, based
upon a sales multiple, in phantom shares following a Change of Control and
restate the amount due the Director following a Change of Control.


                                   AGREEMENT

     NOW THEREFORE, the Company and the Director agree to delete the provisions
of the 1999 Agreement in their entirety and to replace such provisions with the
following:

                                   Article 1
                                  Definitions

     1.1  Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

          1.1.1  "Agreement" means this instrument, including all amendments
     thereto.

          1.1.2  "Anniversary Date" means December 31 of each Plan Year.

          1.1.3  "Change of Control" means: any merger of the Company with, or
     acquisition of the Company by, another entity, whether or not the Company
     is the surviving entity; or any Board composition change such that
     individuals who constitute the Board of Directors of the Company on the
     effective date hereof (the "Incumbent Board") cease for any reason to
     constitute at least a majority thereof, provided that any person becoming a
     director subsequent to the date hereof whose election was approved by a
     vote of at least three-quarters of the

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     directors comprising the Incumbent Board shall be considered as though he
     or she were a member of the Incumbent Board.

          1.1.4  "Company" means Commerce National Corporation.

          1.1.5  "Effective Date" means January 1, 1999.

          1.1.6  "Equity" means the Company's equity as reported under generally
     accepted accounting principles.

          1.1.7  "Equity Per Share" means the Company's Equity divided by the
     number of shares of common stock outstanding. Notwithstanding the
     foregoing, at such time that the Company's common stock becomes actively
     traded on a recognized securities exchange, including, but not limited to,
     as the result of a Change of Control in which the shares of the Company's
     stock are converted into the shares of stock of a successor or survivor
     company, then from that date forward the Market Value Per Share will become
     the measure of Equity Per Share for purposes of this Agreement.

          1.1.8  "Initial Value" means the Equity Per Share as of the beginning
     of the Plan Year in which phantom shares are awarded to the Director times
     the number of phantom shares awarded in that Plan Year.

          1.1.9  "Market Value Per Share" means the average between the highest
     and lowest selling prices of the common stock of the Company (or its
     successor or survivor) on the recognized securities exchange on a
     particular valuation date; provided, however, that if there is no sale
     reported on such securities exchange on such date, the Market Value Per
     Share means the weighted (as described below) average of the means between
     the highest and lowest sales on the nearest date before and the nearest
     date after the particular valuation date, with the average being weighted
     inversely by the respective numbers of trading days between the selling
     dates and the particular valuation date.

          1.1.10 "Normal Termination Date" means the earlier of Plan Termination
     or Termination of Service as a director.

          1.1.11 "Plan Year" means the calendar year. The first Plan Year shall
     commence on the Effective Date.

          1.1.12 "Plan Termination" means the last day of the tenth Plan Year.

          1.1.13 "Termination of Service" means the Director ceasing to serve
     as a director of the Company for any reason whatsoever, voluntary or
     involuntary, other than by reason of an approved leave of absence.

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                                   Article 2
                              Phantom Stock Award

     2.1  Initial Phantom Shares Award. The Board of Directors hereby awards two
hundred sixty (260) phantom shares to the Director as of the Effective Date of
this Agreement.

     2.2  Future Annual Phantom Shares Awards. As long as the Director is
serving as a member of the Board of Directors on the first day of future Plan
Years an additional two hundred sixty (260) phantom shares will be awarded to
the Director as of the first day of such Plan Year. No phantom shares will be
awarded beyond the Normal Termination Date.

     2.3  Meeting Attendance Phantom Shares Awards. An additional twenty-four
(24) phantom shares will be awarded to the Director for each Board of Directors
meeting attended by the Director as a member of the Board; provided, however,
that a  maximum of two hundred forty (240) meeting-attendance phantom shares may
be awarded to the Director in a Plan Year under this Section 2.3. The phantom
shares will be awarded as of the first day of the Plan Year in which the Board
of Directors meeting occurred. No meeting-attendance phantom stock awards will
be awarded for meetings occurring later than the Normal Termination Date.

     2.4  Adjustment to Number of Phantom Shares. If the outstanding shares of
the Company's stock as a whole are increased, decreased, or changed into, or
exchanged for, a different number or kind of shares or securities of the Company
or any successor or survivor company, whether through merger, consolidation,
acquisition, reorganization, re-capitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, there shall be an increase or decrease in the
number, or a change into, or exchange for, the phantom shares outstanding and
future phantom shares to be awarded under this Agreement in the same manner as
such increase in, decrease in, change from or exchange of the outstanding shares
of the Company's stock; provided, however, that the total value of the
Director's phantom shares shall not be reduced by reason of the application of
this Section 2.4.  For example, if there is a merger of the Company into another
company, and under such merger, each share of stock of the Company is converted
into eight-tenths (8/10) share of the surviving company, then the number of
outstanding phantom shares shall be decreased to eight-tenths (8/10) of the
original number of phantom shares.

     2.5  Additional Phantom Shares for Common Stock Dividends. Additional
phantom shares will be awarded to compensate for cash dividends paid holders of
the Company's common stock. The number of additional phantom shares to be
awarded under this Section 2.5 will be determined by multiplying the cash
dividend per common share by the Director's total number of phantom shares and
then dividing that resulting number by the Equity Per Share at the beginning of
the Plan Year.

     2.6  Adjustment of Phantom Shares following a contribution of capital. In
the event additional capital is contributed to the Company by the existing
shareholders without the issuance of additional common shares, a reduction in
the number of phantom shares in the Director's Stock Appreciation Account shall
be made to reflect such capital contribution.

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                                   Article 3
                          Stock Appreciation Account

     3.1  Establishing and Crediting. The Company shall establish a Stock
Appreciation Account on its books for the Director, and shall credit to the
Stock Appreciation Account the following amounts:

          3.1.1  Initial Appreciation. On the first Anniversary Date after an
     award of phantom shares, each of such phantom share shall be valued at the
     Equity Per Share on the Anniversary Date. Any increase in value from the
     Initial Value of such shares shall be credited to the Stock Appreciation
     Account.

          3.1.2  Future Appreciation. On each Anniversary Date the Director's
     total number of phantom shares, other than phantom shares awarded in the
     Plan Year, shall be valued at the Equity Per Share on the Anniversary Date.
     The change in value from the prior Anniversary Date shall be added to or
     subtracted from the Stock Appreciation Account. In no event will the value
     of the Stock Appreciation Account in regard to any phantom share be reduced
     below zero.

          3.1.3  Adjustment Upon Normal Termination Date.  On the Director's
     Normal Termination Date, the Stock Appreciation Account shall be adjusted
     for the increase or decrease, as the case may be, in the change in value of
     the total number of phantom shares, (A)(i) from their Initial Value for
     those phantom shares awarded in the Plan Year in which the Normal
     Termination Date occurs, and (ii) from their Equity Per Share as of the
     most current Anniversary Date for those phantom shares awarded in prior
     Plan Years, to (B) their Equity Per Share as of the Normal Termination
     Date.  For example, if there are 1,000 existing phantom shares with a value
     of $20.00 on the Anniversary Date of year two, 500 shares awarded in year
     three with an Initial Value of $20.00, and the director retires as of
     December 1 of that third year at which time the value of the phantom shares
     are $25.00, then the adjustment as of December 1 of that year shall be the
     change in value of the total number of phantom shares from $20 for the 500
     shares awarded that year and $20 for the 1,000 shares awarded in previous
     years, with $25, the value as of the Normal Termination Date, for a total
     adjustment of $7,500.

     3.2  Statement of Accounts. The Company shall provide to the Director,
within 120 days of the end of each Plan Year that this Agreement is in effect, a
statement setting forth the number of phantom shares to the Director's credit
and the cash value of the Stock Appreciation Account balance.

     3.3  Accounting Device Only. The Stock Appreciation Account is solely a
device for measuring amounts to be paid under this Agreement. The Stock
Appreciation Account is not a trust fund of any kind. The Director is a general
unsecured creditor of the Company for the payment of benefits. The benefits
represent the mere Company promise to pay such benefits.  The Director's rights
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the Director's
creditors.

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                                   Article 4
                               Lifetime Benefits

     4.1  Full Term Benefit. If the Director still serves as a director on the
Normal Termination Date, the Company shall pay to the Director the benefit
described in this Section 4.1 in lieu of any other benefit under this Agreement.

          4.1.1  Amount of Benefit. The benefit under this Section 4.1 is the
     Stock Appreciation Account balance on the Director's Normal Termination
     Date.

          4.1.2  Payment of Benefit. The Company shall pay the benefit to the
     Director in a lump sum within sixty (60) days following the Normal
     Termination Date; provided, however, that the Director may elect to receive
     the benefit payable hereunder in annual installments, not to exceed ten
     (10) years, by filing with the Company a written election form. Such
     election must be received by the Company at least 12 months prior to the
     Director's Normal Termination Date. In the event the Director elects to
     receive such annual installments, the Company shall credit interest at 7.5%
     on the remaining account balance during any applicable installment period.

     4.2  Early Termination Benefit. If the Director terminates service before
the Plan Termination Date, and for reasons other than death or a Change of
Control, the Company shall pay to the Director the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.

          4.2.1  Amount of Benefit. The benefit amount under this Section 4.2 is
     the Stock Appreciation Account on the Director's Normal Termination Date.

          4.2.2  Payment of Benefit. The Company shall pay the benefit to the
     Director in a lump sum within sixty (60) days following the Normal
     Termination Date.

     4.3  Change of Control Benefit. Notwithstanding anything contained herein
to the contrary, if prior to the Plan Termination Date the Director terminates
service effective on or following and as the result of the closing of a
transaction under which occurs a Change of Control, the Company shall pay to the
Director the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.

          4.3.1  Amount of Benefit. The benefit amount under this Section 4.3 is
     the Stock Appreciation Account balance on the Director's Normal Termination
     Date (which shall not precede the date of the Change of Control). For
     example, if there is a merger of the Company into another company that is
     the survivor, and the Director terminates services as a result of such
     merger effective on the date of the merger, then the Stock Appreciation
     Account balance as of the Director's Normal Termination Date shall be paid
     to the Director in the manner provided in Section 4.3.2 below, after
     adjusting the number of outstanding phantom shares under Section 2.4 of
     this Agreement and after adjusting the Stock Appreciation Account under
     Section 3.1.3 of the Agreement using the Market Value Per Share of the
     survivor as the Equity Per Share on the Normal Termination Date.  Under
     such example, if we assume that

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     each share of stock of the Company was converted into eight-tenths (8/10)
     share of the surviving company under the merger, that there were 1,000
     outstanding phantom shares, that the Equity Per Share was $20.00 as of the
     most recent Anniversary Date and that the Market Value Per Share of the
     stock of the surviving company was $35.00 as of the Normal Termination
     Date, then the number of outstanding phantom shares would be decreased to
     eight-tenths (8/10) of the original number of phantom shares, or 800
     phantom shares, and the Stock Appreciation Account would be increased by
     the amount by which the Equity Per Share of $35.00 as of the Normal
     Termination Date exceeds the Equity Per Share of $20.00 as of the most
     recent Anniversary Date, for each phantom share, for a total increase in
     the Stock Appreciation Account of $12,000.

          4.3.2  Payment of Benefit. The Company shall pay the benefit to the
     Director in a lump sum within sixty (60) days following the Normal
     Termination Date; provided, however, that the Director may elect to receive
     the benefit payable hereunder in annual installments, not to exceed ten
     (10) years, by filing with the Company a written election form. Such
     election must be received by the Company at least 12 months prior to the
     Director's Normal Termination Date. In the event the Director elects to
     receive such annual installments, the Company shall credit interest at
     7.5% on the remaining account balance during any applicable installment
     period.

     4.4  Hardship Distribution. Upon the Company's determination (following
petition by the Director) that the Director has suffered an unforeseeable
financial emergency, the Company may distribute to the Director all or a portion
of the Stock Appreciation Account balance as determined by the Company, but in
no event shall the distribution be greater than the lessor of the amount
necessary to relieve the financial hardship or the vested balance of the Stock
Appreciation Account calculated as described in Section 4.2.1. An unforeseeable
financial emergency means that an event arising from the death of a family
member, divorce, sickness, injury, catastrophe or similar event outside the
control of the Director occurs and the Company's Board of Directors, in its sole
discretion, approves of, in writing, of the hardship distribution.

                                   Article 5
                                Death Benefits

     5.1  Death During Active Service. If the Director dies before the Plan
Termination Date while in the active service of the Company, the Company shall
pay to the Director's beneficiary the benefit described in this Section 5.1 in
lieu of any other benefit under this Agreement.

          5.1.1  Amount of Benefit. The benefit under this Section 5.1 is the
     balance in the Stock Appreciation Account as of the Director's Normal
     Termination Date.

          5.1.2  Payment of Benefit. The Company shall pay the benefit to the
     Directors beneficiary in a lump sum within sixty (60) days following the
     Director's Normal Termination Date.

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                                   Article 6
                                 Beneficiaries

     6.1  Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's estate.

     6.2  Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

                                   Article 7
                              General Limitations

     Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:

     7.1  Excess Parachute Payment. To the extent the benefit would create an
excise tax under the parachute rules of Section 2806 of the Internal Revenue
Code.

     7.2  Termination for Cause. If the Company terminates the Director's
service as a director for:

          7.2.1  Personal dishonesty,
          7.2.2  Incompetence,
          7.2.3  Willful misconduct,
          7.2.4  Breach of fiduciary duty involving personal profit,
          7.2.5  Intentional failure to perform stated duties,
          7.2.6  Willful violation of any law, rule or regulation (other than
     traffic violation or similar offenses or final cease-and-desist order, or
          7.2.7  Acts which the Board reasonably finds in good faith to be
     inimical to the best interests of the Company.

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                                   Article 8
                         Claims and Review Procedures

     8.1  Claims Procedure. The Company shall notify the Director, the
Director's beneficiary or any other person which makes a claim under this
Agreement (the "Claimant") in writing, within ninety (90) days of his or her
written application for benefits, of his or her eligibility or ineligibility for
benefits under the Agreement. If the Company determines that the Claimant is not
eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
the Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the Claimant wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.

     8.2  Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company verbally or in writing, and the Claimant (or
counsel) shall have the right to review the pertinent documents. The Company
shall notify the Claimant of its decision in writing within the sixty-day
period, stating specifically the basis of its decision, written in a manner
calculated to be understood by the Claimant and the specific provisions of the
Agreement on which the decision is based. If, because of the need for a hearing,
the sixty-day period is not sufficient, the decision may be deferred for up to
another sixty-day period at the election of the Company, but notice of this
deferral shall be given to the Claimant.

                                   Article 9
                          Amendments and Termination

     This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Director.

                                  Article 10
                                 Miscellaneous

     10.1 Binding Effect. This Agreement shall bind the Director and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

     10.2 No Guarantee of Service. This Agreement is not an employment policy or
contract. It does not give the Director the right to remain a director of the
Company, nor does it interfere with

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the Company's right to discharge the Director. It also does not require the
Director to remain a director nor interfere with the Director's right to
terminate service at any time.

     10.3   Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     10.4   Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

     10.5   Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Florida, except to the extent preempted by
the laws of the United States of America. Nothing contained herein shall be
deemed to obligate the Company to make a payment hereunder in violation of any
statute, regulation, or regulatory order or directive applicable to the Company.

     10.6   Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, the Company shall be the fiduciary of this Agreement.

     10.7   Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.

     10.8   Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Director's life is a general
asset of the Company to which the Director and beneficiary have no preferred or
secured claim.

     10.9   Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Director as to the subject matter hereof. No rights
are granted to the Director by virtue of this Agreement other than those
specifically set forth herein.

     10.10  Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:

            10.10.1  Interpreting the provisions of the Agreement;

            10.10.2  Establishing and revising the method of accounting for the
     Agreement;

            10.10.3  Maintaining a record of benefit payments; and

            10.10.4  Establishing rules and prescribing any forms necessary or
     desirable to administer the Agreement.

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     10.11  Designated Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.

     IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.

DIRECTOR:                           COMPANY:
                                    COMMERCE NATIONAL CORPORATION

______________________________      By  ______________________________
                                    Title_____________________________

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