GULF WEST BANKS INC
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<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>0003.txt
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                                                                    EXHIBIT 10.4

         1995 NONSTATUTORY STOCK OPTION PLAN OF GULF WEST BANKS, INC.
                          AS AMENDED APRIL 20, 2000


1.       PURPOSE

         The purpose of the 1995 Nonstatutory Stock Option Plan of Gulf West
Banks, Inc., (hereinafter referred to as the "Plan") is to provide a special
incentive to the directors and selected key employees of Gulf West Banks, Inc.
(hereinafter referred to as "GWB") and of any of GWB's Subsidiaries existing now
or in the future (the "Subsidiaries"), to promote GWB's business and that of the
Subsidiaries. The Plan is designed to accomplish this purpose by offering such
directors and employees an opportunity to acquire common stock of GWB so that
they will share in GWB's success.

2.       ADMINISTRATION

         The Plan shall be administered by an Option Committee (the "Committee")
to be established by the Board of GWB (the "Board"). The Committee shall have
the authority, consistent with the Plan:

         a.       to determine the time or times when options shall be granted
                  and the number of shares of common stock to be subject to each
                  option, subject to the limitations contained in Paragraph 6;

         b.       to determine the method of payment of the option price by each
                  participant, subject to the limitations contained in Paragraph
                  6;

         c.       to determine the time or times when such option becomes
                  exercisable and the duration of the exercise period, subject
                  to the limitations contained in Paragraph 6;

         d.       to recommend to the Board for its approval the form or forms
                  of the instruments evidencing any options granted under the
                  Plan and of any other instruments required under the Plan, and
                  to change such forms from time to time;

         e.       to establish, amend and rescind rules and regulations for the
                  administration of the Plan and the options for its own acts
                  and proceedings; and

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         f.       to decide all questions and settle all controversies and
                  disputes which may arise in connection with the Plan. All
                  decisions, determinations and interpretations of the Committee
                  shall be binding on all parties concerned.

3.       PARTICIPANTS

         Plan participants shall be employees and directors of GWB or of the
Subsidiaries. All participants shall be approved by the Board.

4.       LIMITATIONS

         Any stock option plan granted by GWB must meet all applicable
regulations of the Internal Revenue Service and must be approved by the
shareholders of GWB, as well as GWB's legal counsel. The total number of shares
of stock of GWB which may be issued under this Plan and any other plans adopted
by GWB shall not exceed 12% of GWB's total outstanding shares.

5.       STOCK TO BE ISSUED

         The stock to be subject to options under the Plan shall be shares of
Gulf West Banks, Inc. common stock of $1.00 per share par value. Stock to be
issued under the Plan may constitute an original issue of authorized stock or
may consist of previously issued stock acquired by GWB, as shall be determined
by the Board. The Board and the proper officers of GWB shall take any
appropriate action required for such issuance.

6.       TERMS AND CONDITIONS OF OPTIONS

         All options granted under the Plan shall be subject to the following
terms and conditions and to such other terms and conditions as the Committee
shall determine to be appropriate to accomplish the purpose of the Plan:

         a. TOTAL OPTIONS. The total number of shares of GWB stock which may be
         issued under this Plan together with the shares that may be issued
         under any other option plans adopted by GWB shall not exceed 12% of
         GWB's total outstanding shares.

         b. OPTION PRICE. The price at which each of the options granted under
         this Plan may be exercised shall be established by the Board. This
         price shall not be less than the greater


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         of the fair market value of the stock as of the date the option is
         granted or the par value of such shares. If such shares are not
         publicly traded, the book value shall be substituted for the fair
         market value.

         c. VESTING AND PERIOD OF OPTIONS. Subject to the conditions stated
         below, for each option granted the Committee shall determine the time
         or times when each option becomes exercisable and the duration of the
         exercise period.

                  All options allocated to a participant, whether granted or
         ungranted, shall become immediately granted (vested) and exercisable
         upon sale or change in control of GWB, provided, however, that GWB in
         the said sale shall have the right to treat the same as having been
         exercised and to distribute either cash proceeds or exchange stock on
         the basis of exchange value less the exercised price.

                  The participant must be employed by GWB or the Subsidiaries or
         serve on the Board of GWB or of any of the Subsidiaries on the grant
         date in order to be granted the option.

         d. NOTICE OF INTENT TO EXERCISE. A participant electing to exercise an
         option shall give written notice to GWB, as specified by the Committee,
         of his election and the number of shares he has elected to purchase.
         The options may be exercisable at one time, or in installments in
         multiples of 500 shares. Such notice shall be accompanied by such
         instruments or documents as may be required by the Committee, and
         unless otherwise directed by the Committee, the participant shall, at
         the time of exercise, tender the purchase price of the shares he has
         elected to purchase.

         e. PAYMENT FOR ISSUANCE OF SHARES. Upon exercise of any option granted
         hereunder, payment in full shall be made at the time of such exercise
         for all shares then being purchased. No part of the option share price
         may be paid for with previously issued shares.

         GWB shall not be obligated to issue any shares of stock upon the
         exercise of any option granted pursuant to the Plan unless and until,
         in the opinion of GWB's counsel, all applicable laws and regulations
         have been complied with, nor, in the event the outstanding stock is at
         the time limited upon any stock exchange, unless and until the shares
         to be issued have been listed or authorized to be added to the list
         upon official notice of issuance upon such exchange, nor unless or
         until all other legal matters in connection with the issuance and
         delivery of shares have been approved by GWB's counsel. Without
         limiting the generality of the foregoing, GWB may require from the
         participant such investment representation or such agreement, if any,
         as counsel for GWB may consider necessary in order to comply with the
         Securities Act of 1933, and any applicable state requirements and acts,
         as then in effect. A participant shall have the rights of a stockholder
         only as to shares actually acquired by him under the Plan.


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         f.       NONTRANSFERABILITY OF OPTIONS. No option may be transferred by
         the participant other than by will or by the laws of descent and
         distribution, and during the participant's lifetime the option may be
         exercised only by him.

         g.    TRANSFERABILITY OF SHARES ACQUIRED BY OPTION.

         This section deleted as of April 20, 2000.

         h.       TERMINATION OR RETIREMENT. If the employment or service on the
         Board of a participant terminates for any reason other than his death
         (such termination shall include the participant's retirement), any
         options which remain unexercised 60 days after termination may not
         subsequently be exercised by the participant. For purposes of this
         sub-paragraph, a participant's employment or service shall not be
         considered terminated in the case of total and permanent disability,
         partial disability, sick leave or other bona fide leave of absence
         otherwise allowed by GWB or the Subsidiaries. In the event of
         termination of employment or service due to deliberate, willful, or
         gross misconduct as determined by GWB or any of the Subsidiaries' all
         unexercised options of such participant shall be immediately terminate
         and all rights thereon shall cease.

         i.       DEATH OF PARTICIPANT. If a participant dies at a time when he
         is entitled to exercise an option, then at any time or times within one
         (1) year after his death (or such further period as the Committee may
         allow) such option may be exercised, as to all or any of the shares
         which the participant was entitled to purchase immediately prior to his
         death, by his executor or administrator or the person or persons to
         whom the option is transferred by will or the applicable laws of
         descent and distribution, and except as so exercised such option shall
         expire at the end of such period. In no event, however, may an option
         be exercised after the expiration period as defined in Paragraph 6(c).

         j.       INCOME TAX WITHHOLDING. At the time options granted pursuant
         to this Plan are exercised, the Committee is responsible for causing
         GWB to properly withhold income taxes upon the amounts transferred.
         PARTICIPANTS MAY SATISFY WITHHOLDING TAX OBLIGATIONS BY ELECTING TO
         HAVE GWB WITHHOLD FROM THE SHARES TO BE ISSUED UPON EXERCISE OF AN
         OPTION THAT NUMBER OF SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE
         MINIMUM AMOUNT REQUIRED TO BE WITHHELD. THE FAIR MARKET VALUE OF THE
         SHARES TO BE WITHHELD SHALL BE DETERMINED ON THE DATE THAT THE AMOUNT
         OF TAX TO BE WITHHELD IS TO BE DETERMINED. ALL ELECTIONS BY A
         PARTICIPANT TO HAVE SHARES WITHHELD FOR THIS PURPOSE SHALL BE MADE IN
         SUCH FORM AND UNDER SUCH CONDITIONS AS THE COMMITTEE MAY DEEM NECESSARY
         OR ADVISABLE.


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7.       EXPENSES OF PLAN

         All costs of and for the formulating and administration of the Plan
will be an expense of GWB.

8.       CHANGES IN STOCK

         In the event GWB shall at any time declare a stock dividend on its
common capital stock, $1.00 par value, or shall split up or subdivide or combine
the outstanding shares of its common capital stock, the number of shares which
are the subject of any option issued under this Plan shall be proportionately
increased or decreased as the case may be. In the event that there may be a
dispute between the interested parties as to the precise amount of any such
adjustment, the determination of the certified public accountants customarily
used by GWB to audit its books and records shall be determinative of the matter.

9.       EMPLOYMENT RIGHTS

         The adoption of the Plan does not confer upon any employee of GWB or
the Subsidiaries any right to continue employment with GWB or the Subsidiaries,
nor does it interfere in any way with the right of GWB to terminate the
employment of any of its employees at any time.

10.      AMENDMENTS

         The Board may at any time or times amend the Plan or amend any
outstanding option or options of the purpose of satisfying the requirements of
any changes in applicable laws or regulations, or for any other purpose which
may at the time be permitted by law, provided that except to the extent required
or permitted under Section 8, no such amendment shall, without the approval of
the stockholders of GWB, increase the maximum number of shares available under
the Plan. Furthermore, the Board, may not, without the consent of the
participant, void or diminish options previously granted, nor increase or
accelerate the conditions and actions required for the exercise of the name,
except if the participant is discharged from GWB's or the
Subsidiaries' employment for cause. Neither the Committee nor the Board may
substantially change the options after the commencement of negotiations that
results in a vesting for sale purposes as described in Paragraph 6(c). The
amendments shall be presented to GWB's shareholders for approval, such approval
requiring the favorable vote of a majority of the total number of votes eligible
to be cast at a duly called meeting.


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11.      TAX PLANNING

         GWB disclaims all responsibility for determining and advising optionees
as to the tax consequences that the Plan will impose on each optionee. All
grantees of stock options under the Plan should seek and follow the advise of
independent tax counsel regarding the deferral of any or all benefits earned
under the Plan in order to maximize the grantee's personal tax benefits.

12.      EFFECTIVENESS

         This Plan shall become effective on the effective date of the Exchange.


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