EXHIBIT 10.13
    
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                                 MERRILL LYNCH
                                   --------    
                                    SPECIAL
                                   --------
                               PROTOTYPE DEFINED
    
                               CONTRIBUTION PLAN
    
                              ADOPTION AGREEMENT


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                                   401(k) PLAN
    
                             EMPLOYEE THRIFT PLAN
    
                              PROFIT-SHARING PLAN
    
                        Letter Serial Number: D359287b
                     National Office Letter Date: 6/29/93
    
This Prototype Plan and Adoption Agreement are important legal instruments with
legal and tax implications for which the Sponsor, Merrill Lynch, Pierce, Fenner 
& Smith, Incorporated, does not assume responsibility. The Employer is urged to
consult with its own attorney with regard to the adoption of this Plan and its 
suitability to its circumstances.
    

<PAGE>
    
ADOPTION OF PLAN
----------------    
The Employer named below hereby establishes or restates a profit-sharing plan 
that includes a [X] 401(k), [ ] profit-sharing and/or [ ] thrift plan feature 
(the "Plan") by adopting the Merrill Lynch Special Prototype Defined 
Contribution Plan and Trust as modified by the terms and provisions of this 
Adoption Agreement.
 
EMPLOYER AND PLAN INFORMATION
-----------------------------
    
Employer Name:*    REPUBLIC NATIONAL BANK OF MIAMI
    
Business Address:  10 N. W. 42 AVENUE
    
                   MIAMI, FL 33126
    
Telephone Number:  (305) 441-7466
    
Employer Taxpayer ID Number. 59-1102060

Employer Taxable Year ends on: DECEMBER 31ST

Plan Name: REPUBLIC NATIONAL BANK OF MIAMI
           401K PLAN
    
Plan Number 002

                                       401(k)     Profit Sharing     Thrift
Effective Date of Adoption
    or Restatement                     01/01/98     --/--/--         --/--/--

    Original Effective Date:           --/--/--     --/--/--         --/--/--
    
If this Plan is a continuation or an amendment of a prior plan, all optional 
forms of benefits provided in the prior plan must be provided under this Plan to
any Participant who had an account balance, whether or not vested, in the prior 
plan.
----------------------------------------------------
 
* If there are any Participating Affiliates in this Plan, list below the proper 
  name of each Participating Affiliate.
    
    REPUBLIC BANKING CORPORATION OF FLORIDA.
    ----------------------------------------
    ____.
    ____.

                                       2

<PAGE>

                                  ARTICLE I. DEFINITIONS
                                             
A. "COMPENSATION"
    
(1) With respect to each Participant, except as provided below, Compensation 
    shall mean the (select all those applicable for each column):
    
401(K) AND/           PROFIT
OR THRIFT            SHARING
    
     [x]               [ ] (a) amount reported in the "Wages Tips and Other
                               Compensation" Box on Form W-2 for the applicable 
                               period selected in Item 5 below.
    
     [ ]               [ ] (b) compensation for Code Section 415 safe-harbor 
                               purposes (as defined in Section 3.9.1 (H)(i) of 
                               basic plan document #03) for the applicable 
                               period selected in Item 5 below.

     [ ]               [ ] (c) amount reported pursuant to Code Section 3401(a) 
                               for the applicable period selected in Item 5 
                               below.

     [ ]               [ ] (d) all amounts received (under options (a) (b) or
                               (c) above) for personal services rendered to the 
                               Employer but excluding (select one):
    
                          [ ] overtime
                          [ ] bonuses
                          [ ] commissions
                          [ ] amounts in excess of $___
                          [ ] other (specify)___.
    
(2) Treatment of Elective Contributions (select one):
    
     [x] (a) For purposes of contributions, Compensation shall include Elective
             Deferrals and amounts excludable from the gross income of the 
             Employee under Code Section 125, Code Section 402(e)(3), Code
             Section 402(h) or Code Section 403(b) ("elective contributions").

     [ ] (b) For purposes of contributions, Compensation shall not include
             "elective contributions."
    
(3) CODA Compensation (select one):

     [x] (a) For purposes of the ADP and ACP Tests, Compensation shall include
             "elective contributions."

     [ ] (b) For purposes of the ADP and ACP Tests, Compensation shall not 
             include "elective contributions."

                                       3
    
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(4) With respect to Contributions to an Employer Contributions Account,
    Compensation shall include all Compensation (select one):
    
          [x] (a) during the Plan Year in which the Participant enters the Plan.
    
          [ ] (b) after the Participant's Entry Date.
    
(5) The applicable period for determining Compensation shall be (select one):
    
           [x] (a) the Plan Year.
    
           [ ] (b) the Limitation Year.
    
           [ ] (c) the consecutive 12-month period ending on ____.
    
B. "DISABILITY"
    
(1) DEFINITION
    
      Disability shall mean a condition which results in the Participant's 
      (select one):
    
      [ ] (a) inability to engage in any substantial gainful activity by 
              reason of any medically determinable physical or mental 
              impairment that can be expected to result in death or which has
              lasted or can be expected to last for a continuous period of
              not less than 12 months.
    
      [x] (b) total and permanent inability to meet the requirements of the 
              Participant's customary employment which can be expected to 
              last for a continuous period of not less than 12 months.
    
      [ ] (c) qualification for Social Security disability benefits.
        
      [ ] (d) qualification for benefits under the Employer's long-term 
              disability plan.
    
(2) CONTRIBUTIONS DUE TO DISABILITY (select one):

      [x] (a) No contributions to an Employer Contributions Account will be 
              made on behalf of a Participant due to his or her Disability.

      [ ] (b) Contributions to an Employer Contributions Account will be made 
              on behalf of a Participant due to his or her Disability 
              PROVIDED THAT: the Employer elected option (a) or (c) above as
              the definition of Disability, contributions are not made on
              behalf of a Highly Compensated Employee, the contribution is 
              based on the Compensation each such Participant would have
              received for the Limitation Year if the Participant had been 
              paid at the rate of Compensation paid immediately before his or 
              her Disability, and contributions made on behalf of such 
              Participant will be nonforfeitable when made.
    

                                      4
<PAGE>


C "EARLY RETIREMENT" is (select one):
   
      [x] (1) not permitted.

      [ ] (2) permitted if a Participant terminates Employment before Normal 
              Retirement Age and has (select one):
    
              [ ] (a) attained age ___.

              [ ] (b) attained age ___ and completed ___ Years of Service.

              [ ] (c) attained age ___ and completed ___ Years of Service as a 
                      Participant.
    
D. "ELIGIBLE EMPLOYEES" (select one):
    
      [x] (1) All Employees are eligible to participate in the Plan.

      [ ] (2) The following Employees are not eligible to participate in the 
              Plan (select all those applicable):

          [ ] (a) Employees included in a unit of Employees covered by a 
                  collective bargaining agreement between the Employer or a
                  Participating Affiliate and the Employee representatives (not
                  including any organization more than half of whose members 
                  are Employees who are owners, officers, or executives of the
                  Employer or Participating Affiliate) in the negotiation of
                  which retirement benefits were the subject of good faith 
                  bargaining, unless the bargaining agreement provides for 
                  participation in the Plan. 

          [ ] (b) non-resident aliens who received no earned income from the 
                  Employer or a Participating Affiliate which constitutes 
                  income from sources within the United States.
    
          [ ] (c) Employees of an Affiliate.
    
          [ ] (d) Employees employed in or by the following specified division, 
                  plant, location, job category or other identifiable
                  individual or group of Employees:____.
    
                                       5

<PAGE>

E. "ENTRY DATE" Entry Date shall mean (select as applicable):
    
401(K)
AND/OR      PROFIT
THRIFT     SHARING
    
 [ ]         [ ] (1) If the initial Plan Year is less than twelve months, the
                      ____ day of ____ and thereafter:

 [ ]         [ ] (2) the first day of the Plan Year following the date the 
                     Employee meets the eligibility requirements. If the 
                     Employer elects this option (2) establishing only one 
                     Entry Date, the eligibility "age and service" requirements 
                     elected in Article II must be no more than age 20-1/2 and 6
                     months of service.
    
 [ ]         [ ] (3) the first day of the month following the date the 
                     Employee meets the eligibility requirements.
    
 [x]         [ ] (4) the first day of the Plan Year and the first day of the 
                     seventh month of the Plan Year following the date the
                     Employee meets the eligibility requirements.
    
 [ ]         [ ] (5) the first day of the Plan Year, the first day of the 
                     fourth month of the Plan Year, the first day of the 
                     seventh month of the Plan Year, and the first day
                     of the tenth month of the Plan Year following the date 
                     the Employee meets the eligibility requirements.
    
 [ ]         [ ] (6) other:
                     provided that the Entry Date or Dates selected are 
                     no later than any of the options above.
    
F. "HOURS OF SERVICE"
    
Hours of Service for the purpose of determining a Participant's Period of 
Severance and Year of Service shall be determined on the basis of the method 
specified below:
    
  (1) ELIGIBILITY SERVICE: For purposes of determining whether a Participant 
      has satisfied the eligibility requirements, the following method shall
      be used (select one):
    
         401(K)
         AND/OR       PROFIT
         THRIFT       SHARING
    
          [x]           [ ]     (a) elapsed time method
          [ ]           [ ]     (b) hourly records method
   

                                     6
<PAGE>

  (2) VESTING SERVICE: A Participant's nonforfeitable interest shall be 
      determined on the basis of the method specified below (select one):
    
         [ ] (a) elapsed time method
         [x] (b) hourly records method
         [ ] (c) If this item (c) is checked, the Plan only provides for 
                 contributions that are always 100% vested and this item (2) 
                 will not apply.
    
  (3) HOURLY RECORDS: For the purpose of determining Hours of Service under the 
      hourly record method (select one):
    
         [x] (a) only actual hours for which an Employee is paid or entitled to 
                 payment shall be counted.
    
         [ ] (b) an Employee shall be credited with 45 Hours of Service if such 
                 Employee would be credited with at least 1 Hour of Service 
                 during the week.
    
G. "INTEGRATION LEVEL"
    
     [x] (1) This Plan is not integrated with Social Security.
     
     [ ] (2) This Plan is integrated with Social Security. The Integration 
             Level shall be (select one):
    
              [ ] (a) the Taxable Wage, Base.
              [ ] (b) $_____ (a dollar amount less than the Taxable Wage Base).
              [ ] (c) ____% of the Taxable Wage Base (not to exceed 100%)
              [ ] (d) the greater of $10,000 or 20% of the Taxable Wage Base
    
H. "LIMITATION COMPENSATION"
    
For purposes of Code Section 415, Limitation Compensation shall be compensation 
as determined for purposes of (select one):

      [ ] (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1 (H)(i) of
              basic plan document #03.
    
      [x] (2) the "Wages, Tips and Other Compensation" Box on, Form W-2.
    
      [ ] (3) Code Section 3401 (a) Federal Income Tax Withholding.
    
I. "LIMITATION YEAR"
    
For purposes of Code Section 415, the Limitation Year shall be (select one):
    
[x] (1) the Plan Year.
    
[ ] (2) the twelve consecutive month period ending on the ___ day of the month 
        of __________.
             
 
                                      7

<PAGE>

J. "NET PROFITS" are (select one):
    
   [x] (1) not necessary for any contribution.
    
   [ ] (2) necessary for (select all those applicable):
    
        [ ] (a) Profit sharing Contributions.
        [ ] (b) Matching 401(k) Contributions.
        [ ] (c) Matching Thrift Contributions.
    
K. "NORMAL RETIREMENT AGE"
    
Normal Retirement Age shall be (select one):
    
      [ ] (1) attainment of age ___ (not more than 65) by the Participant.
    
      [ ] (2) attainment of age ___ (not more than 65) by the Participant or the
              _____ anniversary (not more than the 5th) of the first day of the 
              Plan Year in which the Eligible Employee became a Participant, 
              whichever is later.

      [x] (3) attainment of age 65 (not more than 65) by the Participant or the
              5th anniversary (not more than the 5th) of the first day on which
              the Eligible Employee performed an  Hour of Service, whichever is
              later.
    
L. "PARTICIPANT DIRECTED ASSETS" are:
    
       401(k) and/       Profit
        or Thrift        Sharing
    
           [x]             [ ]  (1) permitted.
    
           [ ]             [ ]  (2) not permitted.
    
M. "PLAN YEAR"
    
    The Plan Year shall end on the 31st day of December.
    
N. "PREDECESSOR SERVICE"
    
    Predecessor service will be credited (select one):
    
       [x] (1) only as required by the Plan.

       [ ] (2) to include, in addition to the Plan requirements and subject to 
               the limitations set forth below, service with the following 
               predecessor employer(s) determined as if such predecessors were 
               the Employer:_____.


                                      8

<PAGE>

    Service with such predecessor employer applies [select either or both (a)
    and/or (b); (c) is only available in addition to (a) and/or (b)]:
    
              [ ] (a) for purposes of eligibility to participate;
              [ ] (b) for purposes of vesting;
              [ ] (c) except for the following service:_____.
    
O. "VALUATION DATE"
    
Valuation Date shall mean (select one for each column, as applicable):
    
    4O1(k) and/         Profit
    or Thrift           Sharing
    
       [ ]                [ ] (1) the last business day of each month.

       [ ]                [ ] (2) the last business day of each quarter within 
                                  the Plan Year.

       [ ]                [ ] (3) the last business day of each semi-annual 
                                  period within the Plan Year.
    
       [ ]                [ ] (4) the last business day of the Plan Year.

       [x]                [ ] (5) other: DAILY.

    
                            ARTICLE II. PARTICIPATION
    
PARTICIPATION REQUIREMENTS
    
An Eligible Employee must meet the following requirements to become a 
Participant (select one or more for each column, as applicable):
    
    401(k) and/     Profit
     or Thrift      Sharing
    
        [ ]           [ ] (1) Performance of one Hour of Service.

        [ ]           [ ] (2) Attainment of age _____(maximum 20-1/2) and 
                              completion of  _________ (not more than 1/2) Years
                              of Service. If this item is selected, no 
                              Hours of Service shall be counted.
    
        [x]           [ ] (3) Attainment of age 21 (maximum 21) and completion
                              of 1/2 Year(s) of Service. If more than one Year 
                              of Service is selected, the immediate 100%
                              vesting schedule must be selected in Article VII
                              of this Adoption Agreement.


                                      9
    
<PAGE>

    401(k) and/     Profit
     or Thrift      Sharing
    
        [ ]           [ ] (4) Attainment of age  _____ (maximum 21 ) and 
                              completion of Year(s) of Service. If more than 
                              one Year of Service is selected, the immediate 
                              100% vesting schedule must be selected in Article 
                              VII of this Adoption Agreement.

        [ ]           [ ] (5) Each Employee who is an Eligible Employee on 
                              ___________ will be deemed to have satisfied the 
                              participation requirements on the effective date 
                              without regard to such Eligible Employee's actual 
                              age and/or service.
    
          ARTICLE III 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATION
    
A. ELECTIVE DEFERRALS

If selected below, a Participant's Elective Deferrals will be (select all 
applicable):
    
     [x] (1) a dollar amount or a percentage of Compensation, as specified by 
             the Participant on his or her 401(k) Election form, which may not
             exceed 15% of his or her Compensation.

     [ ] (2) with respect to bonuses, such dollar amount or percentage as 
             specified by the Participant on his or her 401(k) Election form 
             with respect to such bonus.
    
B. MATCHING 401(k)CONTRIBUTIONS
    
If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):
    
  [x] (1) Discretionary Formula:
    
    Discretionary Matching 401(k) Contribution equal to such a dollar amount or
    percentage of Elective Deferrals, as determined by the Employer, which shall
    be allocated (select one):

     [ ] (a) based on the ratio of each Participant's Elective Deferral for the 
             Plan Year to the total Elective Deferrals of all Participants for 
             the Plan Year. If inserted, Matching 401(k) Contributions shall be
             subject to a maximum amount of $_____ for each Participant or ___%
             of each Participant's Compensation.


                                     10

<PAGE>
    
     [x] (b) in an amount not to exceed 50% of each Participant's first 4% of
             Compensation contributed as Elective Deferrals for the Plan Year.
             If any Matching 401(k) Contribution remains, it is allocated to 
             each such Participant in an amount not to exceed ____% of the next 
             ____% of each Participant's Compensation contributed as Elective 
             Deferrals for the Plan Year.
    
    Any remaining Matching 401(k) Contribution shall be allocated to each such
    Participant in the ratio that such Participant's Elective Deferral for the 
    Plan Year bears to the total Elective Deferrals of all such Participants for
    the Plan Year. If inserted, Matching 401(k) Contributions shall be subject 
    to a maximum amount of $_____ for each Participant or _____% of each
    Participant's Compensation.
    
  [ ] (2) Nondiscretionary Formula:
    
    A nondiscretionary Matching 401(k) Contribution for each Plan Year equal to 
    (select one):

      [ ] (a) _____% of each Participant's Compensation contributed as Elective
              Deferrals. If inserted, Matching 401(k) Contributions shall be 
              subject to a maximum amount of $_____ for each Participant or ___%
              of each Participant's Compensation.

      [ ] (b) _____% of the first _____% of the Participant's Compensation 
              contributed as Elective Deferrals and _____% of the next _____% of
              the Participant's Compensation contributed as Elective Deferrals. 
              If inserted, Matching 401(k) Contributions shall be subject to a 
              maximum amount of $_____ for each Participant or _____% of each 
              Participant's Compensation.
    
C. PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION
    
The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):
    
  [x] (1) Any Participant who makes Elective Deferrals.

  [ ] (2) Any Participant who satisfies those requirements elected by the 
          Employer for an allocation to his or her Employer Contributions 
          Account as provided in Article IV Section C.

  [ ] (3) Solely with respect to a Plan in which Matching 401(k) Contributions 
          are made quarterly (or on any other regular interval that is more 
          frequent than annually) any Participant whose 401(k) Election is in
          effect throughout such entire quarter (or other interval)_________.
          (quarterly, monthly or semi-annual)


                                     11 

<PAGE>

D. QUALIFIED MATCHING CONTRIBUTIONS
    
If selected below, the Employer may make Qualified Matching Contributions for 
each Plan Year (select all those applicable):
    
      (1) In its discretion, the Employer may make Qualified Matching 
          Contributions on behalf of (select one):
    
             [ ] (a) all Participants who make Elective Deferrals in that Plan
                     Year.
    
             [x] (b) only those Participants who are Nonhighly Compensated 
                     Employees and who make Elective Deferrals for that Plan 
                     Year.
    
      (2) Qualified Matching Contributions will be contributed and allocated to 
          each Participant in an amount equal to (select one):

             [ ] (a) _____% of the Participant's Compensation contributed as 
                     Elective Deferrals. If inserted, Qualified Matching 
                     Contributions shall not exceed _____% of the Participant's 
                     Compensation.

             [x] (b) Such an amount, determined by the Employer, which is needed
                     to meet the ACP Test.
    
      (3) In it's discretion, the Employer may elect to designate all or any 
          part of Matching 401(k) Contributions as Qualified Matching 
          Contributions that are taken into account as Elective Deferrals- 
          included in the ADP Test and excluded from the ACP Test - on behalf 
          of (select one):
    
             [ ] (a) all Participants who make Elective Deferrals for that Plan 
                     Year.

             [x] (b) Only Participants who are Nonhighly Compensated Employees 
                     who make Elective Deferrals for that Plan Year.
    
E. QUALIFIED NONELECTIVE CONTRIBUTIONS
    
If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):
    
      (1) In its discretion, the Employer may make Qualified Nonelective 
          Contributions on behalf of (select one):


           [ ] (a) all Eligible Participants.

           [x] (b) only Eligible Participants who are Nonhighly Compensated 
                   Employees.


                                      12

<PAGE>
 
     (2) Qualified Nonelective Contributions will be contributed and allocated 
         to each Eligible Participant in an amount equal to (select one):
    
           [ ] (a) ____% (no more than 15%) of the Compensation of each Eligible
                   Participant eligible to share in the allocation.
    
           [x] (b) Such an amount determined by the Employer, which is needed to
                   meet either the ADP Test or ACP Test.
    
     (3) At the discretion of the Employer, as needed and taken into account as 
         Elective Deferrals included in the ADP Test on behalf of (select one):
    
           [ ] (a) all Eligible Participants.
    
           [x] (b) only those Eligible Participants who are Nonhighly 
                   Compensated Employees.
    
F. ELECTIVE DEFERRALS USED IN ACP TEST (select one):
    
           [x] (1) At the discretion of the Employer, Elective Deferrals may be 
                 used to satisfy the ACP Test.
    
           [ ] (2) Elective Deferrals may not be used to satisfy the ACP Test.
    
G. Making and Modifying a 401(k) Election
    
An Eligible Employee shall be entitled to increase, decrease or resume his or 
her Elective Deferral percentage with Me following frequency during the Plan 
Year (select one):
    
              [ ] (1)annually.
              [x] (2)semi-annually.
              [ ] (3) quarterly.
              [ ] (4) monthly
              [ ] (5) other (specify):_____________.
    
    Any such increase, decrease or resumption shall be effective as of the first
    payroll period coincident with or next following the first day of each
    period set forth above. A Participant may completely discontinue making
    Elective Deferrals at any time effective for the payroll period after
    written notice is provided to the Administrator.


                                      13

<PAGE>
    
        ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
    
A. PROFIT-SHARING CONTRIBUTIONS
    
If selected below, the following contributions for each Plan Year will be made:
    
Contributions to Employer Contributions Accounts (select one):
    
     [ ] (a) Such an amount, if any, as determined by the Employer.
     [ ] (b) _____% of each Participant's Compensation.
    
B. ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select one):
    
     [ ] (1) Non-Integrated Allocation
    
             The Employer Contributions Account of each Participant eligible to 
             share in the allocation for a Plan Year shall be credited with a 
             portion of the contribution, plus any forfeitures if forfeitures 
             are reallocated to Participants, equal to the ratio that the 
             Participant's Compensation for the Plan Year bears to the 
             Compensation for that Plan Year of all Participants entitled to 
             share in the contribution.
    
     [ ] (2) Integrated Allocation
    
             Contributions to Employer Contributions Accounts with respect to a 
             Plan Year, plus any forfeitures if forfeitures are reallocated to 
             Participants, shall be allocated to the Employer Contributions 
             Account of each eligible Participant as follows:
    
             (a) First, in the ratio that each such eligible Participant's 
                 Compensation for the Plan Year bears to the Compensation for 
                 that Plan Year of all eligible Participants but not in excess 
                 of 3% of each Participant's Compensation.

             (b) Second, any remaining contributions and forfeitures will be 
                 allocated in the ratio that each eligible Participant's 
                 Compensation for the Plan Year in excess of the Integration 
                 Level bears to all such Participants' excess Compensation for 
                 the Plan Year but not in excess of 3%.


                                      14

<PAGE>
       
             (c) Third, any remaining contributions and forfeitures will be 
                 allocated in the ratio that the sum of each Participant's 
                 Compensation and Compensation in excess of the Integration 
                 Level bears to the sum of all Participants' Compensation and 
                 Compensation in excess of the Integration Level, but not in 
                 excess of the Maximum Profit-Sharing Disparity Rate (defined 
                 below).
    
             (d) Fourth, any remaining contributions or forfeitures will be 
                 allocated in the ratio that each Participant's Compensation for
                 that year bears to all Participants' Compensation for that 
                 year.
    
            The Maximum Profit sharing Disparity Rate is equal to the lesser of:
    
             (a) 2.7% or
    
             (b) The applicable percentage determined in accordance with the 
                 following table:
    
       If the Integration Level is
       (as a % of the Taxable Wage
       Base ("TWB")).                             The applicable percentage is:
    
       20% (or $10,000 if greater)
       or less of the TWB                                     2.7%
    
       More than 20% (but not less
       than $10,001 but not
       more than 80% of the TWB                               1.3%
    
       More than 80% but not less
       than 100% of the TWB                                   2.4%
    
       100% of the TWB                                        2.7%


                                      15

<PAGE>

C. PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION
    
The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):
    
    [ ] (1) Any Participant who was employed during the Plan Year.
    
    [ ] (2) In the case of a Plan using the hourly record method for determining
            Vesting Service, any Participant who was credited with a Year of 
            Service during the Plan Year.
    
    [ ] (3) Any Participant who was employed on the last day of the Plan Year.
    
    [ ] (4) Any Participant who was on a leave of absence on the last day of the
            Plan Year.
    
    [ ] (5) Any Participant who during the Plan Year died or became Disabled 
            while an Employee or terminated employment after attaining Normal 
            Retirement Age.

    [ ] (6) Any Participant who was credited with at least 501 Hours of Service 
            whether or not employed on the last day of the Plan Year.
    
    [ ] (7) Any Participant who was credited with at least 1,000 Hours of 
            Service and was employed on the last day of the Plan Year.
    
    
                     ARTICLE V. THRIFT CONTRIBUTIONS
    
A. EMPLOYEE THRIFT CONTRIBUTIONS
    
If selected below, Employee Thrift Contributions, which are required for 
Matching Thrift Contributions, may be made by a Participant in an amount equal 
to (select one):

    [ ] (1) A dollar amount or a percentage of the Participant's Compensation 
            which may not be less than _____% nor may not exceed ____% of his or
            her Compensation.
    
    [ ] (2) An amount not less than _____% of and not more than _____% of each 
            Participant's Compensation.


                                      16

<PAGE>

B. MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION
    
A Participant shall be entitled to increase, decrease or resume his or her 
Employee Thrift Contribution percentage with the following frequency during the 
Plan Year (select one):
    
         [ ] (1) annually
         [ ] (2) semi-annually
         [ ] (3) quarterly
         [ ] (4) monthly
         [ ] (5) other(specify):_____.
    
Any such increase, decrease or resumption shall be effective as of the first 
payroll period coincident with or next following the first day of each period 
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice 
is provided to the Administrator.
    
C. THRIFT MATCHING CONTRIBUTIONS
    
If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):
    
    [ ] (1) Discretionary Formula:
    
        A discretionary Matching Thrift Contribution equal to such a dollar 
        amount or percentage as determined by the Employer, which shall be 
        allocated (select one):
    
         [ ] (a) based on the ratio of each Participant's Employee Thrift 
                 Contribution for the Plan Year to the total Employee Thrift
                 Contributions of all Participants for the Plan Year. If 
                 inserted, Matching Thrift Contributions shall be subject to a 
                 maximum amount of $_____ for each Participant or _____% of each
                 Participant's Compensation.

         [ ] (b) in an amount not to exceed _____% of each Participant's first 
                 _____% of Compensation contributed as Employee Thrift 
                 Contributions for the Plan Year. If any Matching Thrift 
                 Contribution remains, it is allocated to each such Participant 
                 in an amount not to exceed _____% of the next _____% of each 
                 Participant's Compensation contributed as Employee Thrift 
                 Contributions for the Plan Year.
    
        Any remaining Matching Thrift Contribution shall be allocated to each 
        such Participant in the ratio that such Participant's Employee Thrift 
        Contributions for the Plan Year bears to the total Employee Thrift 
        Contributions of all such Participants for the Plan Year. If inserted, 
        Matching Thrift Contributions shall be subject to a maximum amount of 
        $_____ for each Participant or ____% of each Participant's Compensation.


                                      17

<PAGE>

[ ] (2) Nondiscretionary Formula:
    
    A nondiscretionary Matching Thrift Contribution for each Plan Year equal to 
    (select one):

      [ ] (a) _____% of each Participant's Compensation contributed as Employee 
              Thrift Contributions. If inserted, Matching Thrift Contributions 
              shall be subject to a maximum amount of $____ for each Participant
              or _____% of each Participant's Compensation.

      [ ] (b) _____% of the first _____% of the Participant's Compensation
              contributed as Employee Thrift Contributions and _____% of the
              next _____% of the Participant's Compensation contributed as 
              Employee Thrift Contributions. If inserted, Matching Thrift 
              Contributions shall be subject to a maximum amount of $_____ for 
              each Participant or _____% of each Participant's Compensation.

D. QUALIFIED MATCHING CONTRIBUTIONS
    
If selected below, the Employer may make Qualified Matching Contributions for 
each Plan Year (select all those applicable):
    
     (1) In its discretion, the Employer may make Qualified Matching 
         Contributions on behalf of (select one):
    
         [ ] (a) all Participants who make Employee Thrift Contributions.

         [ ] (b) only those Participants who are Nonhighly Compensated Employees
                 and who make Employee Thrift Contributions.
    
     (2) Qualified Matching Contributions will be contributed and allocated to 
         Each Participant in an amount equal to:

         [ ] (a) _____% of the Participant's Employee Thrift Contributions. If
                 inserted, Qualified Matching Contributions shall not exceed 
                 _____% of the Participant's Compensation.

         [ ] (b) such an amount, determined by the Employer, which is needed to 
                 meet the ACP Test.
    

                    ARTICLE VI. PARTICIPANT CONTRIBUTIONS
    
PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS
    
Participant Voluntary Nondeductible Contributions are (select one):
    
            [ ] (a) permitted.
            [x] (b) not permitted.


                                      18

<PAGE>


                          ARTICLE VII. VESTING
    
A. EMPLOYER CONTRIBUTION ACCOUNTS
    
(1) A Participant shall have a vested percentage in his or her Profit-sharing
    Contributions, Matching 401(k) Contributions and/or Matching Thrift 
    Contributions, if applicable, in accordance with the following schedule 
    (Select one):
    

Matching 401(k)
any/or Matching
    Thrift       Profit Sharing
Contributions    Contributions
    
     [ ]              [ ] (a) 100% vesting immediately upon participation.

     [ ]              [ ] (b) 100% after _____ (not more than 5) years of 
                              Vesting Service.
     [x]              [ ] (c) Graded vesting schedule:

      0%              ____%     after 1 year of Vesting Service; 

      0%              ____%     after 2 years of Vesting Service;

     50%              ____%     (not less than 20%) after 3 years of Vesting 
                                Service;
     75%              ____%     (not less than 40%) after 4 years of Vesting 
                                Service;
    100%              ____%     (not less than 60%) after 5 years of Vesting 
                                Service;
    100%              ____%     (not less than 80%) after 6 years of Vesting 
                                Service;

            100% after 7 years of Vesting Service.


                                      19

<PAGE>

    (2) Top Heavy Plan
    
 Matching 401(k)
 any/or Matching
    Thrift          Profit Sharing
Contributions        Contributions
    
                                 Vesting Schedule (Select one):     

     [ ]                  [ ] (a) 100% vesting immediately upon participation.

     [ ]                  [ ] (b) 100% after ____ (not more than 3) years of 
                                  Vesting Service.

     [x]                  [ ] (c) Graded vesting schedule:

      0%                  ____%    after 1 year of Vesting Service; 

     20%                  ____%    (not less than 20%) after 2 years of Vesting 
                                   Service;
     50%                  ____%    (not less than 40%) after 3 years of Vesting 
                                   Service;
     75%                  ____%    (not less than 60%) after 4 years of Vesting 
                                   Service;
    100%                  ____%    (not less than 80%) after 5 years of Vesting 
                                   Service;
    
              100% after 6 years of Vesting Service.
    

    Top Heavy Ratio:
    
       (a) If the adopting Employer maintains or has ever maintained a qualified
           defined benefit plan, for purposes of establishing present value to 
           compute the top-heavy ratio, any benefit shall be discounted only for
           mortality and interest based on the following:
    
                        Interest Rate     8%
                        Mortality Table: UP'84
    
       (b) For purposes of computing the top-heavy ratio, the valuation date 
           shall be the last business day of each Plan Year.


                                      20

<PAGE>
    
B. ALLOCATION OF FORFEITURES
    
    Forfeitures shall be (select one from each applicable column):
    
Matching 401(k)
 any/or Matching
    Thrift        Profit Sharing
Contributions      Contributions

    [x]                [ ] (1) used to reduce Employer contributions for
                               succeeding Plan Year.

    [ ]                [ ] (2) allocated in the succeeding Plan Year in the 
                               ratio which the Compensation of each Participant 
                               for the Plan Year bears to the total Compensation
                               of all Participants entitled to share in the
                               Contributions. If the Plan is integrated with 
                               Social Security, forfeitures shall be allocated 
                               in accordance with the formula elected by the
                               Employer.

C. VESTING SERVICE 

For purposes of determining Years of Service for Vesting Service [Select (1) or 
(2) and/or (3)]:
    
   [x] (1) All Years of Service shall be included.
    
   [ ] (2) Years of Service before the Participant attained age 18 shall be 
           excluded.

   [ ] (3) Service with the Employer prior to the effective date of the Plan 
           shall be excluded.
    
                ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS,
                        IN-SERVICE WITHDRAWALS AND LOANS
    
A. DEFERRAL OF BENEFIT DISTRIBUTIONS
    
    401(k) and/      Profit
    or Thrift        Sharing
    
       [ ]             [ ]  If this item is checked, a Participant's vested 
                            benefit in his or her Employer Accounts shall be 
                            payable as soon as practicable after the earlier of:
                            (1) the date the Participant terminates Employment 
                            due to Disability or (2) the end of the Plan Year in
                            which a terminated Participant attains Early 
                            Retirement Age, if applicable, or Normal Retirement 
                            Age.


                                      21

<PAGE>


B. IN-SERVICE DISTRIBUTIONS
    
     [x] (1) In-service distributions may be made from any of the Participant's 
             vested Accounts, at any time upon or after the occurrence of the 
             following events (select all applicable):
    
            [x] (a) a Participant's attainment of age 59-1/2.
            [ ] (b) due to hardships as defined in Section 5.9 of the Plan.
    
     [ ] (2) In-service distributions are not permitted.
    
C. LOANS ARE:
    
401(k) and/        Profit
or thrift          Sharing
    
   [x]               [ ] (1) permitted
    
   [ ]               [ ] (2) not permitted
    

                            ARTICLE IX. GROUP TRUST
    
[ ] If this item is checked, the Employer elects to establish a Group Trust 
    consisting of such Plan assets as shall from time to time be transferred to 
    the Trustee pursuant to Article X of the Plan. The Trust Fund shall be a 
    Group Trust consisting of assets of this Plan plus assets of the following 
    plans of the Employer or of an Affiliate:_________.         
    
                           ARTICLE X. MISCELLANEOUS
    
A. IDENTIFICATION OF SPONSOR
    
     The address and telephone number of the Sponsor's authorized representative
     is 800 Scudders Mill Road, Plainsboro, New Jersey 08536; (609) 282-2272.
     This authorized representative can answer inquiries regarding the adoption 
     of the Plan, the intended meaning of any Plan provisions, and the effect of
     the opinion letter.
    
     The Sponsor will inform the adopting Employer of any amendments made to the
     Plan or the discontinuance or abandonment of the Plan.


                                      22

<PAGE>

    
B. PLAN REGISTRATION
    
   1. INITIAL REGISTRATION
    
         This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, 
         Fenner & Smith Incorporated, in order to be considered a Prototype Plan
         by the Sponsor. Registration is required so that the Sponsor is able to
         provide the Administrator with documents, forms and announcements 
         relating to the administration of the Plan and with Plan amendments and
         other documents, all of which relate to administering the Plan in
         accordance with applicable law and maintaining compliance of the Plan 
         with the law.
    
         The Employer must complete and sign the Adoption Agreement. Upon
         receipt of the Adoption Agreement, the Plan will be registered as a 
         Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated. 
         The Adoption Agreement will be countersigned by an authorized 
         representative and a copy of the countersigned Adoption Agreement
         will be returned to the Employer.
    
   2. REGISTRATION RENEWAL
    
         Annual registration renewal is required in order for the Employer to 
         continue to receive any and all necessary updating documents. There is 
         an annual registration renewal fee in the amount set forth with the
         initial registration material. The adopting Employer authorizes Merrill
         Lynch, Pierce, Fenner & Smith Incorporated, to debit the account 
         established for the Plan for payment of agreed upon annual fee; 
         provided, however, if the assets of an account are invested solely in 
         Participant-Directed Assets, a notice for this annual fee will be sent 
         to the Employer annually. The Sponsor reserves the right to change this
         fee from time to time and will provide written notice in advance of any
         change.
    
C. PROTOTYPE REPLACEMENT PLAN
    
     This Adoption Agreement is a replacement prototype plan for the (1) 
     Merrill Lynch Special Prototype Defined Contribution Plan and Trust-
     401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., 
     Special Prototype Defined Contribution Plan and Trust - 401(k) Plan
     Adoption Agreement #03-004.
    
D. RELIANCE
    
     The adopting Employer may not rely on the opinion letter issued by the 
     National Office of the Internal Revenue Service as evidence that this Plan 
     is qualified under Code Section 401. In order to obtain reliance, the 
     Employer must apply to the appropriate Key District Director of the 
     Internal Revenue Service for a determination letter with respect to the 
     Plan.


                                      23

<PAGE>

       
                           EMPLOYER'S SIGNATURE
    

               Name of Employer. REPUBLIC NATIONAL BANK OF MIAMI
    
              By:/s/ ROBERT L. BROMBERG
                 ---------------------------------------------------
                                 Authorized Signature
    
     
                                   ROBERT BROMBERG
                 ___________________________________________________
                                    Print Name

   
                  SENIOR VICE PRESIDENT & HUMAN RESOURCES DIRECTOR
                 ___________________________________________________      
                                       Title
    
Dated: 2/20, 1998
      -----------



   
TO BE COMPLETED BY MERRILL LYNCH:
    
Sponsor Acceptance:
    
Subject to the terms and conditions of the Prototype Plan and this Adoption 
Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner 
& Smith Incorporated as the Prototype Sponsor.
    
Authorized
Signature:         FRANKIE WALSH
          ---------------------------------------------------------------------


                                      24

<PAGE>

                 THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE
    
This Trustee Acceptance and designation of Investment Committee are to be 
completed only when a Merrill Lynch Trust Company is appointed as Trustee.
    
TO BE COMPLETED BY THE EMPLOYER:
    
                     DESIGNATION OF INVESTMENT COMMITTEE
    
The Investment Committee for the Plan is (print or type names):
    
Name: ROBERT BROMBERG SENIOR VICE PRESIDENT & HUMAN RESOURCES DIRECTOR
     ------------------------------------------------------------------
Name: BERNARDO M. ARGUDIN EXECUTIVE VICE PRESIDENT & CFO
     ------------------------------------------------------------------
Name:
     ------------------------------------------------------------------
Name:
     ------------------------------------------------------------------
Name:
     ------------------------------------------------------------------
Name:
     ------------------------------------------------------------------


TO BE COMPLETED BY MERRILL LYNCH TRUST COMPANY:
    
                          ACCEPTANCE BY TRUSTEE:
    
The undersigned hereby accept all of the terms, conditions, and obligations of 
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s) 
of the Group Trust.
    
SEAL                   MERRILL LYNCH TRUST COMPANY [Florida] 



                                  By: Melanie Medina





Dated:4/9, 1998

  
                                     25