W I T N E S S E T H:

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                                                                   EXHIBIT 4.2.1

                      AMENDMENT NO. 1 TO ESCROW AGREEMENT

         This Agreement (the "Agreement"), dated as of the 28th day of
December, 1998, is made and entered into by and between Heartland Bancshares,
Inc., a Florida corporation (the "Company") and SunTrust Bank, Central Florida,
National Association, located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx 00000 (the "Escrow Agent").

                              W I T N E S S E T H:

         WHEREAS, the Company and the Escrow Agent entered into that certain
Escrow Agreement dated November 6, 1998 (the "Escrow Agreement");

         WHEREAS, the Company has determined to increase the minimum number of
shares of its capital stock to be sold in its initial public offering from
600,000 to 620,000 shares (the "Required Offering"); and

         WHEREAS, the Company and the Escrow Agent desire to amend the Escrow
Agreement;

         NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, the parties hereto agree as follows:

         1.       Section 4 of the Escrow Agreement shall be amended such that
all references to "$6,000,000" shall mean $6,200,000.

         2.       The first sentence of Section 8 of the Escrow Agreement shall
be deleted in its entirety and the following substituted in lieu thereof:

         "The Escrow Agent shall, at the direction of the President of the
Company, invest the Proceeds in one or more funds comprised solely of
investments in United States government and United States government-backed
securities."

         3.       Addendum "A" to the Escrow Agreement shall be amended such
that the reference to "600,000 shares" shall mean 620,000 shares.

         4.       Except as otherwise specifically set forth herein, all of the
other terms and conditions of the Escrow Agreement shall remain in full force
and effect as originally written without amendment or modification.
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         IN WITNESS WHEREOF, the Company and the Escrow Agent have executed and
delivered this Agreement as of the date first above written.

                                   "Company"

                                   HEARTLAND BANCSHARES, INC.


                                   By: /s/ Xxxxx X. Xxxxxxx
                                       ---------------------------------------
                                           Xxxxx X. Xxxxxxx
                                           President

(CORPORATE SEAL)



Attest: /s/ Xxxxxxxx X. Xxxxx
        ---------------------
        Xxxxxxxx X. Xxxxx

                                   SUNTRUST BANK, CENTRAL
                                   FLORIDA, NATIONAL ASSOCIATION


                                   /s/ Xxxx X. Xxxxx
                                   --------------------------------------------
                                   Xxxx X. Xxxxx
                                   Assistant Vice President



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