FIRST NATIONAL BANCSHARES INC/ FL/
EX-10.1 F.I. DUPONT, III EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g94165exv10w1.txt
<DESCRIPTION>EX-10.1 F.I. DUPONT, III EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                      BANK
                              EMPLOYMENT AGREEMENT

This agreement made and entered into this 11th day of December, 1997, between
the FIRST NATIONAL BANK OF MANATEE, Bradenton, Florida (the "Bank") and FRANCIS
I. duPONT III ("employee") which is effective as of January 1, 1998;

WHEREAS, the Bank is a national bank, regulated by the Office of the Comptroller
of the Currency, insured by the Federal Deposit Insurance Corporation and
located in Bradenton, Florida; and

WHEREAS, the Bank wants to employ the employee as Chairman and CEO of the Bank
under the terms of this Agreement which supersedes and supplants all prior
agreements; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms
and conditions of the employment relationship of the Bank and the employees.

NOW THEREFORE, it is agreed as follows:

I.  RELATIONSHIP ESTABLISHED AND DUTIES

      1.          The bank hereby will employ the employee as Chairman and CEO
            to hold the title of Chairman and CEO and to perform such services
            and duties as the Board of Directors may, from time to time,
            designate during the term hereof. Subject to the terms and
            conditions hereof, employee will perform such duties and exercise
            such authority as are customarily performed and exercised by person
            hold such office, subject to the general direction of the Board of
            Directors of the Bank, exercised in good faith in accordance with
            standards of reasonable business judgment.

      2.          Employee accepts such employment and shall devote his full
            time, attention, and efforts to the diligent performance of his
            duties herein specified and as an officer and director of the bank
            and will not accept employment with any other individual,
            corporation, partnership, governmental authority, or any other
            entity, or engage any other venture for profit which the Board of
            Directors of the Bank may consider to be in conflict with the Bank's
            best interest or to be in competition with the Bank's business, or
            which may interfere in any way with the employee's performance of
            his duties hereunder. Any exception to this must be made by
            notification and written approval of the Board of Directors.


<PAGE>

II.  TERMS OF EMPLOYMENT

1.    The initial term of employment under this Agreement shall continue for
      three (3) years unless such is terminated pursuant to the terms hereof or
      by the first to occur of the conditions to be stated hereinafter. This
      Agreement will be automatically renewed each year for an additional
      three-year period unless either party gives written notice to the other to
      the contrary at least ninety (90) days prior to December 31st of any year
      in which this Agreement is in effect. The term previously stated,
      notwithstanding this Agreement, shall be terminated by the earlier to
      occur of any of the following:

                  a)    The death of the employee;

                  b)    The permanent disability of employee. "Permanent
                        disability" as used herein shall mean the inability of
                        employee, due to illness, accident or other physical or
                        mental incapacity to perform the services provided for
                        here in for the period as provided in our bank group
                        policy; provided, however, permanent disability shall
                        not constitute a basis for discharge for cause; in
                        addition, temporary disability shall not constitute a
                        basis for termination of the Agreement;

                  c)    The discharge of employee by the Bank for cause. "Cause"
                        as used herein shall mean:

                        1)    Such negligence or misconduct as shall constitute,
                              as a matter of law, a breach of the covenants and
                              obligations of employee hereunder;

                        2)    Failure or refusal of employee to comply with the
                              provisions of this Agreement;

                        3)    Conviction of a crime involving moral turpitude or
                              such other crime as shall, in the opinion of the
                              Board, result in a lack of confidence in the
                              honesty or moral character of employee;

                        4)    Required by regulatory authority having
                              jurisdiction over the bank.

2.    The employee may, at the discretion of the Board of Directors of the Bank,
      cease to be employed as Chairman and CEO at age 65, but may continue as a
      member of the Board of Directors even if he no longer holds that office
      until the mandatory age for retirement for directors then in effect.

3.    Termination by the bank of employee's employment for cause shall
      constitute a tender by employee of his resignation as an officer and
      director of the bank.

4.    In the event of termination for reasons other than death, disability or
      cause, the employee is entitled to the remaining compensation under this
      Agreement and severance pay equal to one month's pay for each year
      employed by the bank.

5.    In the event the employment is terminated by death or disability in the
      latter half of a calendar year, employee shall be entitled to any bonus to
      which he would have been entitled had he been employed on the last day of
      the year.

III.  COMPENSATION

            For all services which employee may render to the bank during the
term hereof, the Bank shall pay to employee, subject to such deductions as may
be required by law:

            1.          Base Salary. 1998 annual salary (but not less then the
                  1997 salary of $129,448), payable in equal bi-monthly
                  installments and subject to such deductions as may be required
                  by law, for the first twelve (12) months. Thereafter, annual
                  increase reviews will be done during the month of December for
                  a January 1 effective increase date during the term of this
                  Agreement so that for the twelve (12) months beginning on each
                  such anniversary date, the employee's salary increases will
                  take effect. The Board has sole discretion as to the amount of
                  the CEO's compensation, but not less than the prior calendar
                  year's salary.

            2.          Performance Bonuses. Each year a performance bonus will
                  be awarded in accordance with


<PAGE>

                  the bonus plan then in effect as adopted by the Board of
                  Directors of the Bank.

IV.  OTHER BENEFITS

1.    The employee shall be entitled to participate in any plan of the Bank
      relating to stock options, stock purchases, profit sharing, group life
      insurance, medical coverage, education, or other retirement or employee
      benefits that the Bank may adopt for the benefit of its employees.

2.    The employee shall be eligible to participate in other benefits which may
      be or become applicable to the Bank's executive employees, and shall be
      furnished a car with all expenses of maintenance to cover all automobile
      use, a reasonable expense account (including club dues and membership
      fees), the payment of reasonable expenses for attending annual and
      periodic meetings of trade associations and any other benefits which are
      commensurate with the responsibilities and functions to be performed by
      the employee under this Agreement. The Bank also agrees to pay all
      reasonable expenses in connection with the attendance and participation at
      said trade association meetings by employee's spouse.

3.    At such reasonable times as the Board of Directors shall in its discretion
      permit, the employee shall be entitled, without loss of pay, to absent
      himself voluntarily from the performance of his employment under this
      Agreement, all such voluntary absences to count as vacation time provided
      that:

                  a)    The employee shall be entitled to an annual vacation of
                        four (4) weeks per year. The employee shall schedule at
                        least two consecutive weeks of vacation each year.

                  b)    The timing of the vacations shall be scheduled in a
                        reasonable manner by the employee. The employee shall
                        not be entitled to receive any additional compensation
                        from the Bank on account of his failure to take a
                        vacation; not shall he be entitled to accumulate unused
                        vacation time from one calendar year to the next without
                        permission of the Board of Directors.

                  c)    In additional to the aforesaid paid vacation, the
                        employee shall be entitled without loss of pay, to
                        absent himself voluntarily from the performance of his
                        employment with the Bank for such additional period of
                        time and for such valid and legitimate reasons as the
                        Board of Directors in its discretion may determine.
                        Further, the Board of Directors shall been entitled to
                        grant to the employee a leave or leaves of absence with
                        or without pay at such time or times and upon such terms
                        and conditions as the Board, in its discretion, may
                        determine.

4.    Bank shall reimburse employee the medical bills and associated costs of an
      annual physical examination, up to $1,500.00 per year.

V.  CHANGE OF CONTROL

1.    If during the term of this Agreement there is a change of control ("COC")
      of the bank, and the employee is terminated or resigns during the first
      120 days following the COC, the employee shall immediately be entitled to
      an amount equal to three times his then existing salary. If after 120 days
      the employee is terminated, he shall immediately be entitled to the
      remaining compensation due under the Agreement including severance pay.
      Either amount due under this paragraph shall be in addition to any amounts
      otherwise owed to the employee pursuant to this Agreement. The term
      "control" shall refer to the acquisition of twenty-five (25%) or more of
      the voting securities of the Bank by any person or persons acting as a
      group within the meaning of Section 13(d) of the Securities Exchange Act
      of 1934 or to such acquisition of a percentage between ten percent (10%)
      and twenty-five percent (25%) if the Board of Directors of the Bank or the
      Comptroller of the Currency, the FDIC of the Federal Reserve Bank have
      made a determination that such acquisition constitutes or will constitute
      control of the Bank. The term "person" refers to an individual,
      corporation, bank, bank holding company or other entity.

2.    The following items are automatically considered due and payable in the
      event that COC occurs:


<PAGE>

                  a)    Non-forfeitable deferred compensation shall be
                        distributed as directed by the employee.

                  b)    All performance bonus payments as described in Section
                        III.2 shall be declared accomplished and earned for the
                        full year based upon performance up to date for the year
                        in which the COC occurs.

                  c)    In the event that the employee is a participant in a
                        stock plan or share option plan and such plan is
                        terminated involuntarily as a result of the COC, all
                        stock and options shall be declared 100% vested and
                        distributed.

VI.  POST TERMINATION COVENANTS

1.    If during the term hereof employee shall be terminated for cause
      hereunder, then employee agrees that for six (6) months or if employee
      resigns from employment then for one (1) year, he will not be employed in
      the banking business or any related field thereto in Bradenton, Florida or
      Manatee County, Florida. Furthermore, following such termination, employee
      agrees that he will not, without the prior written consent of the Bank:

                  a)    Furnish anyone with the name of, or any list or lists
                        of, customers of the Bank or utilize such list or
                        information himself for banking purposes; or

                  b)    Furnish, use or divulge to anyone any information
                        acquired by him from the Bank relating to the Bank's
                        methods of doing business; or

                  c)    Contact directly or indirectly any customer of the Bank
                        for banking solicitation purposes, or

                  d)    Hire for any other Bank or employer (including himself)
                        any employee of the Bank or directly or indirectly cause
                        such employee to leave his or her employment to work for
                        another.

2.    It is understood and agreed by the parties hereto that the provisions of
      this section are independent of each other and the invalidity of any such
      provision or portion thereof shall not affect the validity or
      enforceability of another provisions of this Agreement.

VII.  WAIVER OF PROVISIONS

            Failure of any of the parties to insist, in one of more instances,
      on performance by the others in strict accordance with the terms and
      conditions of this Agreement shall not be deemed a waiver or
      relinquishment of any right granted hereunder of the future performance of
      any such term or condition or of any other term or condition of this
      Agreement, unless such waiver is contained in a writing signed by or on
      behalf of all the parties.

VIII.  GOVERNING LAW

            This agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Florida. If for any reason any
      provision of this Agreement shall be held by a court of competent
      jurisdiction to be void or unenforceable, the same shall not affect the
      remaining provisions thereof.

IX.  MODIFICATION AND AMENDMENT


<PAGE>

            The agreement contains the sole and entire agreement among the
      parties hereto and supersedes all prior discussions and agreements among
      the parties and any such prior agreements shall, from and after the date
      hereof, be null and void. This agreement shall not be modified or amended
      except by an instrument in writing signed by or on behalf of the parties
      hereto.

X.  COUNTERPARTS AND HEADINGS

            This agreement may be executed simultaneously in any number of
      counterparts, each of which shall be deemed an original but all of which
      shall constitute one and the same instrument. The headings set out herein
      are for convenience of reference and shall not be deemed a part of this
      Agreement.

XI.  AGREEMENT NONASSIGNABLE

            This agreement may not be assigned or transferred by any party
      hereto, in whole or in part, without the prior written consent of the
      other.

XII.  ATTORNEYS' FEES

            In the event of litigation, the non-prevailing party shall pay the
      legal fees, expenses and costs incurred by the prevailing party through
      appeal.


<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
month, day and year first above written.

                                           FIRST NATIONAL BANK OF MANATEE

/s/ Darcy Lawn                        By:  /s/ Glen W. Fausset
---------------------------               -------------------------------
Signature - Witness                             Its: President
                                               Representing the Full Board
                                               Dated: December 11, 1997

/s/ Darcy Lawn                             /s/ Francis I. duPont, III
---------------------------               -------------------------------
Signature - Witness                            FRANCIS I. duPONT III

                                               Dated: December 11, 1997


<PAGE>
FIRST AMENDMENT TO
                                      BANK
                              EMPLOYMENT AGREEMENT

      This First Amendment to Bank Employment Agreement made and entered into
this 17th day of March, 1999, between the FIRST NATIONAL BANK OF MANATEE,
Bradenton, Florida (the "Bank"), and FRANCIS I. duPONT, III ("Employee") which
is effective as of January 1, 1999;

      WHEREAS, the Bank is now a wholly owned subsidiary of First National
Bancshares, Inc. ("Holding Company");

      WHEREAS, the Bank and Employee entered into a Bank Employment Agreement on
December 11, 1997, which Agreement was effective January 1, 1998 ("Agreement");

      WHEREAS, the Bank and Employee have agreed to amend the Agreement and
Holding Company joins herein to acknowledge its obligations under paragraphs 2
and 3 below;

      NOW THEREFORE, the parties have agreed to amend the Agreement as follows:

      1.    Any language contained in the Agreement to the contrary
notwithstanding, Employee' employment by First National Bancshares, Inc. shall
not be deemed a violation of the Agreement.

      2.    Paragraphs 1 and 2 of Section IV of the Agreement entitles the
Employee to certain benefits including participation in "any plan of the Bank
relating to stock options, stock purchases, profit sharing, group life
insurance, medical coverage, education or other retirement or employee
benefits". Said paragraphs are hereby amended to state that the Employee is
entitled to any such benefits from the Holding Company as well as the Bank.

      3.    Section V of the Agreement is amended to include on the same basis a
"change in control" of the Holding Company as well as control of the Bank and to
provide that in the event of a "change of control" as defined in that paragraph,
the Employee shall be entitled to the remedies and benefits provided.

      4.    The Agreement is amended to recognize the fact that at the present
time, the Bank has a "discretionary bonus" plan in effect, and further in the
event of "change of control" as defined in said Agreement, occurs other than at
the end of a year, such a bonus is declared earned for a full year based upon
performance up to the date upon which any such change of control is accomplished
and that such bonus shall in no event be less than the prior full year's bonus.


<PAGE>

      5.    Section IV, Paragraph 4, of the Agreement is amended to provide as
follows: Bank shall reimburse Employee the medical bills and associated costs of
an annual physical examination up to $1,500 per year; in the event the Employee
does not utilize all of the $1,500 in any one year, such benefits not utilized
shall be added to the amount which is to be reimbursed for such purposes in the
following year.

      IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Bank Employment Agreement as of the month, day and year first above written.

                                                FIRST NATIONAL BANK OF MANATEE

/s/ Maryellen Brennan                      By:  /s/ Glen W. Fausset
-----------------------------                  -------------------------------
Signature - Witness                                 Glen W. Fausset
                                                Its: President
                                                Representing the Full Board

                                        DATED: MARCH 17, 1999

/s/ Maryellen Brennan                           /s/ Francis I. duPont, III
-----------------------------                  --------------------------------
Signature - Witness                             FRANCIS I. duPONT, III, Employee

                                        DATED: MARCH 17, 1999

                                     JOINDER

      FIRST NATIONAL BANCSHARES, INC., pursuant to authorization by its Board of
Directors, joins in this Agreement to acknowledge its obligations to Employee
under the provisions of Paragraphs 2 and 3 above and, to the extent necessary to
the enforcement of these obligations, under the Agreement as well.

                                           FIRST NATIONAL BANCSHARES, INC.

                                           By:  /s/ Glen W. Fausset
                                               --------------------------------
                                                Glen W. Fausset
                                           Its: President


<PAGE>
AMENDMENT TO EMPLOYMENT CONTRACT

      This amendment to the Employment Agreement by and between 1st National
Bank & Trust (the "Bank") and Francis I. duPont, III. (the "Executive") dated
March 17, 1999 (the "Employment Agreement") is made this 22nd day of December
2004.

      For good and valuable consideration, the sufficiency of which is
acknowledged by the parties hereto, the Bank and the Executive make hereby amend
the Employment Agreement as follows:

1.    Notwithstanding any other provision of this Agreement or of any other
agreement, contract or understanding heretofore or hereafter entered into by you
and the Company, you shall not have any right to receive any payment or other


<PAGE>

benefit under this Agreement if such payment or benefit, taking into account all
other payments to or benefits received by you, would cause any payment to you
under this Agreement to be considered a "parachute payment" within the meaning
of Section 280G(b)(2) of the Internal Revenue Code (a "Parachute Payment"). In
the event that the receipt of any such payment or benefit under this Agreement
would cause you to be considered to have received a Parachute Payment under this
Agreement, then you shall have the right, in your sole discretion, to designate
those payments or benefits under this Agreement which should be reduced or
eliminated so as to avoid having the payment to you under this Agreement be
deemed to be a Parachute Payment.

      Unless the Bank and the Executive otherwise agree in writing, any
determination of the value the severance and other benefits provided for
Executive under the terms of this Agreement or otherwise includable in the
calculation of the Parachute Payment, shall be made in writing by the Bank's
independent public accountants (the "Accountants"), whose determination shall be
conclusive and binding upon the Executive and the Bank for all purposes. For
purposes of making the calculations required by this Paragraph 1, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Bank and
the Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Paragraph 1. The Bank shall bear all costs the Accountants may reasonably
incur in connection with any calculations contemplated by this Paragraph 1.

2.    The Bank is a wholly owned subsidiary of First National Bancshares, Inc.
(the "Company") and the Company has agreed to join in and be bound by the terms
of the Employment Agreement as amended hereby and to guarantee all amounts due
Executive under the terms of the Employment Agreement as amended hereby whether
the Employment Agreement is enforceable against the Bank or not as though the
Employment Agreement were entered into directly by the Company with Executive.
In every instance in which the term "Bank" appears in the Employment Agreement
or herein, such shall be read as, and shall mean "Bank" and/or "Company."

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the month, day and year first above written.

                                               1st NATIONAL BANK & TRUST

/s/ Angela O'Reilly                        By: /s/ Glen W. Fausset
----------------------------                   ------------------------------
Signature - Witness                            Its: President
                                                    Representing the Full Board

                                               Dated: November 23, 2004

/s/ Angela O'Reilly                            /s/ Francis I. duPont, III
----------------------------               -----------------------------------
Signature - Witness                        FRANCIS I. duPONT, III

                                               Dated: November 23, 2004

                                               FIRST NATIONAL BANCSHARES, INC.

/s/ Angela O'Reilly                        By: /s/ Glen W. Fausset
----------------------------               -----------------------------------
Signature - Witness                            Its: President
                                                    Representing the Full Board

                                                    Dated: November 23, 2004
</TEXT>
</DOCUMENT>
