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                                                                    EXHIBIT 10.1

                AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
REGISTRATION STATEMENT ON FORM S-8 AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SEPTEMBER 28, 2001.

I.       BASIC PLAN

FLORIDA BANKS. INC./FLORIDA BANK, N.A. (the "BANK") recognizes the need to
implement a performance based incentive program (the "PLAN) with awards based on
overall BANK and individual performance goals. The purpose of the PLAN is to
maximize accomplishment of the BANK'S objectives by providing additional
monetary incentives to select key officers responsible for directing activities
that have a significant and direct bearing on the success of the Bank. In this
way, the PLAN is intended to share the risk and success of the BANK with its key
officers.

         In reviewing the Plan for 2001, senior management determined that
including Common Stock awards as a method of incentive payout under the PLAN
would provide a long-term incentive that was consistent with the interest of the
shareholders. In January 2001 the Board of Directors approved the amendment of
the PLAN to include Common Stock awards and recommended that the PLAN be
presented to the shareholders for approval at the 2001 Annual Meeting.

II.      GENERAL DESCRIPTION

Awards are based on performance achievement as measured by critical BANK growth
plans, income goals, and operating ratios. For each year, pre-selected ratios
and measures will include factors pertinent to organizational goals and
objectives. As the PLAN continues to develop, additional measures may include:

-        Growth in loans and deposits
-        Asset Quality
-        Net Overhead Costs
-        Net Interest Margins
-        Decreasing Interest Expense
-        Increasing Non-Interest Income
-        Decreasing Non-Interest Expense
-        Improving Earning Asset To Total Asset Ratio
-        Reduction In Non-Performing Loans

Incentive awards are measured and paid on an annual basis. Payments may be made
in cash or Common Stock of the BANK. No amendment to the PLAN shall be effective
without the


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approval of the Board of Directors or the Compensation Committee of the Board,
or the Shareholders, if such approval is required by law.

III.     PLAN DESIGN SPECIFICATIONS

A.       PARTICIPANTS

All full-time senior BANK officers are eligible to participate in the PLAN. In
addition, the Chief Executive Officer may also designate other officers and
employees to participate in the Plan.

B.       PERFORMANCE EXPECTATIONS

For all eligible officers, individualized Performance Levels or Expectations are
developed based on a specific goal or set of goals assigned to the officer and
will be in writing. These Performance Levels are expressed as a percentage of
the individual goal. For example, the Targeted Performance for the year would be
the budgeted production and the Threshold or minimum level of performance might
be 95% of the established annual production goal. In this example, a loan
officer must produce 95% of the annual goal to participate in an incentive.
These various Performance Expectations are further defined as follows:

         1.       Threshold performance: That minimum expected level of
performance, which is required for each goal in order to participate in the
incentive payout.

         2.       Targeted Performance: That level of performance chosen by
management as the targeted (budgeted) level of performance based upon historical
data, and management's "best judgment" as to expected performance.

         3.       Maximum Expected Performance: That level of performance which
based upon historical performance and management judgment would be exceptional
or significantly beyond the expected.

Performance goals are determined by using the Bank's budgeted growth, peer data
and management's judgment of what reasonable levels could be achieved based on
previous experience.

C.       PERFORMANCE AND PAYOUT LEVELS

For each Performance Level there is a corresponding Incentive Payout level,
which is expressed as a percentage of the officer's base salary for the period
measured. A matrix is developed for each officer/position that defines the
production goals and the corresponding level of incentive payout.

IV.      PROGRAM ADMINISTRATION

Overall supervision of the incentive program is the responsibility of the Senior
Vice President and Human Resources Officer. Specific responsibilities of the
Board, CEO, and Plan Administrator are outlined below.


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A.       RESPONSIBILITIES OF THE BOARD OF DIRECTORS:

The Board of Directors, or the Compensation Committee of the Board, has the
responsibility to approve, amend, or terminate the PLAN as necessary, and to
approve or amend the recommendations of the CEO under the PLAN. The actions of
the Board shall be final and binding on all parties. The termination, amendment,
or modification of the PLAN shall in no way affect a participant's rights to
unpaid incentive compensation awards, provided however, that these rights shall
be limited to those earned, due and payable prior to termination.

The Board of Directors, or the Compensation Committee of the Board, has the
responsibility to assure the PLAN is in compliance with the provisions law,
including Section 162(m) of the Internal Revenue Code, which limits the
deductibility of compensation paid to certain highly compensated employees of
publicly-held companies.

The Compensation Committee will establish the Performance Levels in writing for
all "covered employees" as defined in Section 162(m) of the Internal Revenue
Code. While the degree of the achievement of a Performance Level will determine
the maximum Bonus potentially payable to each Participant, the Compensation
Committee will have the discretion to determine whether all or any portion of a
Participant's Bonus will be paid and the specific amount and type (cash or
Common Stock), if any, of an incentive to be paid to each Participant. In
addition, the Compensation Committee may at any time establish additional terms
and conditions with respect to the payment of incentives (including, but not
limited to, the achievement of other financial, strategic or individual goals,
which may be objective or subjective), as it may deem desirable in carrying out
the purposes of the PLAN. The Compensation Committee will not have the
discretion to increase the maximum amount of incentive to be paid to any
Participant or award an incentive payment if the applicable Performance Level
has not been met.

B.       RESPONSIBILITIES OF PRESIDENT/CEO:

The President/Chief Executive Officer of the Bank has the responsibility for the
overall management of the program directly including the following specific
responsibilities:

Identification of officers and/or positions selected for participation in the
PLAN.

Recommend overall Bank-wide performance goals and the estimated budget for
incentive payments.

Present all other appropriate recommendations to the Board of Directors or
Compensation Committee for their approval. Such recommendations may include
changes in the PLAN provisions, which occur during the life of the PLAN.

Deciding if an extraordinary occurrence totally outside of management's
influence, be it a windfall or a shortfall, has occurred during the current PLAN
year, and whether the figures should be adjusted to delete the effects of such
events.

Other policy related issues which the Board considers appropriate.


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C.       RESPONSIBILITIES OF THE PLAN ADMINISTRATOR

The PLAN Administrator will be the Senior Human Resources Officer, who will be
responsible for calculating and reporting the performance during the course of
the year. The PLAN Administrator or his/her designee will carry out all
necessary reporting to outside auditors for inclusion in annual reporting.

V.       PARTIAL PAYMENTS: TERMINATION OF EMPLOYMENT -- NEW HIRES:

In the event of termination of employment prior to year end, other than by
death, disability or retirement, any unpaid incentive compensation awards will
be forfeited. If the termination is a result of retirement or disability, the
employee shall be considered to have earned any unpaid incentive on a prorated
basis.

VI.      RELATIONSHIP TO PERFORMANCE MANAGEMENT SYSTEM

The Incentive PLAN is designed to identify specific goals and reward the officer
with incentives based on the achievement of these goals. Management also
recognizes the need to measure an officer's overall performance. For this
reason, management has designed the Performance Management System to accomplish
short and long-term objectives of the BANK. An officer's overall performance
rating is considered when reviewing merit salary increases and overall
performance. At a minimum, a participant in the PLAN must receive an overall
performance rating of "good" before any incentive under the PLAN will be
granted.

VII.     COMMON STOCK INCENTIVE PAYMENTS

At the discretion of the BANK, incentive payments may be made in shares of the
BANK's Common Stock. Upon attainment of the required goals, the officer would be
awarded shares in the BANK based on a pre-established vesting schedule,
currently a three-year period beginning one year after grant date. The number of
shares issued would be based on the amount of the incentive divided by the
market value of the shares on the date of the award.

The vesting of the awards results in the recognition of taxable income, and the
recipient would need to use cash to satisfy his or her tax liability. The
employees cannot defer taxation with respect to the awards. Rather, they are
taxed at ordinary income rates on the value of the shares on the date the award
vests. However, the award recipient may be able to accelerate taxation of the
award, and shift taxation of future appreciation to capital gain rates, by
making an election under Code Section 83 (b). Participants in the plan are
encouraged to consult with their own tax professional regarding the tax
consequences of their participation in the PLAN.

Shares issued under the plan would be issued from authorized and un-issued
shares or from shares purchased in the open market and held as treasury shares.

The Company has reserved 300,000 shares of Common Stock for issuance pursuant to
the Plan.


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VIII.    CERTAIN DEFINITIONS

As used in the PLAN, the following terms will have the meanings given below:

"Change  of control" is defined as follows:

         (i) any transaction, whether by merger, consolidation, asset sale,
tender offer, reverse Common Stock split, or otherwise, which results in the
acquisition or beneficial ownership (as such term is defined under rules and
regulations promulgated under the Securities Exchange Act of 1934, as amended)
by any person or entity or any group of persons or entities acting in concert,
of 50% or more of the outstanding shares of Common Stock of the Company;

         (ii) the sale of all or substantially all of the assets of the Company;
or

         (iii) the liquidation of the Company.

"Disability" is defined as follows: Permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

"Retirement" is defined as follows: The voluntary termination of an officer or
employee's employment with the BANK upon reaching the required age to receive
retirement benefit payments under Social Security.

IX.      LEGAL PROVISIONS

RECAPITALIZATION -- If any outstanding compensation award is payable in shares
of the BANK's common stock and the outstanding shares of common stock in the
BANK are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the BANK by reason of any
recapitalization, reclassification, reorganization, Common Stock split, reverse
Common Stock split, combination of shares, exchange of shares, or Common Stock
dividend, an appropriate and proportionate adjustment shall be made in the
number and kind of shares of common stock outstanding under such compensation
award.

GOVERNING LAW -- This PLAN shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.

DISCLAIMER OF RIGHTS -- No provision in the PLAN shall be construed to confer
upon any individual the right to remain in the employ of or service with the
BANK or to interfere in any way with the right and authority of the BANK either
to increase or decrease the compensation of any individual at any time, or to
terminate any employment or other relationship between any individual and the
BANK.

X.       CONCLUSION

Management and the Board recognize that the success of any organization is
largely dependent on the level of teamwork. An essential part of building this
team is a compensation system that


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rewards key employees for their contribution. It is management's belief that the
Incentive Compensation Plan as outlined above will accomplish this goal.


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