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                                                                   EXHIBIT 10.2

                           SECOND AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                                  MADISON BANK
                                       AND
                             ROBERT B. MCGIVNEY, JR.


        THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
being entered into this 22nd day of June, 2000, by and between MADISON BANK, a
Florida chartered commercial bank ("Employer" or "Bank") and ROBERT B. MCGIVNEY,
JR. ("Employee"). Employer and Employee are collectively referred to herein as
the "Parties".

                                    RECITALS

        WHEREAS, on June 16, 1997, the Parties entered into an Amended and
Restated Employment Agreement; and

        WHEREAS, since that time, the Bank has changed its organizational form
from that of a Florida-chartered savings association to that of a
Florida-chartered commercial bank and in conjunction therewith, changed its
corporate name from Madison Bank, A Savings Bank to Madison Bank; and

        WHEREAS, the Bank wishes to continue to retain Employee as its President
and Chief Executive Officer to perform the duties and responsibilities as
described in this Agreement and as the Bank's Board of Directors ("Board") may
assign to Employee from time to time; and

        WHEREAS, Employee desires to continue his employment with the Bank and
to continue to serve as the Bank's President and Chief Executive Officer in
accordance with the terms and provisions of this Agreement; and

        WHEREAS, the Parties wish to amend and restate the Amended and Restated
Employment Agreement.

        NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:

                                 OPERATIVE TERMS

        1. EMPLOYMENT AND TERM. The Bank shall employ Employee and Employee
shall be employed pursuant to the terms of this Agreement to perform the
services specified in Section 2 herein. The initial term of employment shall be
for a period of 24 months, commencing on January 1, 2000 (the "Effective Date").
Upon each new day of the 24 month period of employment from the Effective Date
until the Employee's 65th birthday, the term of this Agreement shall be
automatically extended for one additional


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day, to be added to the end of the then-existing 24 month term. Accordingly, at
all times prior to (i) the employee's attaining age 65 and (ii) a notice of
employment termination (or an actual termination), the term of this Agreement
shall be 24 full months. However, either Party may terminate this Agreement by
giving the other Party written notice of intent not to renew. In addition, if
the Bank has Total Assets of $153,975,000 at December 31, 2000 and Net Income of
$993,000 for the period January 1, 2000 to December 31, 2000, determined
pursuant to Section 3(b)(i) and (ii), respectively, Employee shall have the
option to increase the standard term of this Agreement by 12 months, so that at
all times the term of this Agreement shall be 36 months. Employee shall have 90
days from the end of the year 2000 in which to notify the Board that he has
chosen to exercise this option.

        The Board shall, on an annual basis, review Employee's performance and
this Agreement. The automatic extensions of the term of this Agreement shall
immediately be suspended upon an employment termination by reason of death or
disability or retirement, or an employment termination made voluntarily by the
Employee (other than for Good Reason as defined in Section 9[d], or
involuntarily for Cause as defined in Section 9[b]).

        2. POSITION, RESPONSIBILITIES AND DUTIES. During the term of this
Agreement, Employee shall serve in the following capacities and shall fulfill
the following responsibilities and duties:

           (a) SPECIFIC DUTIES: Employee shall serve as the Bank's President and
        Chief Executive Officer, through election by the Board. In such
        capacity, Employee shall have the same powers, duties and
        responsibilities of supervision and management of the Bank usually
        accorded to the President and Chief Executive Officer of similar
        financial institutions. In addition, Employee shall use his best efforts
        to perform the duties and responsibilities enumerated in this Agreement
        and any other duties assigned to Employee by the Board and to utilize
        and develop contacts and customers to enhance the business of the Bank.
        Specifically, Employee shall devote his full business time and attention
        and use his best efforts to accomplish and fulfill the following duties
        and responsibilities, as well as other duties assigned to Employee from
        time to time by the Board:

               (i)    build and maintain a high quality management team;

               (ii)   build and manage the Bank's branch network;

               (iii)  manage Bank personnel and reduce employee turnover;

               (iv)   serve as a member of the Board of Directors, if and when
                      elected to such a position;

               (v)    serve on such committees as appointed by the Board from
                      time to time;



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               (vi)   keep the Board informed of important developments
                      concerning the Bank, industry developments and regulatory
                      initiatives affecting the Bank;

               (vii)  supervise all commercial loans and assist in their proper
                      servicing and resolution;

               (viii) establish and implement marketing efforts to increase the
                      business of the Bank;

               (ix)   coordinate with the Bank's attorneys and accountants and
                      other service providers to the extent necessary to further
                      the business of the Bank, keeping in compliance with
                      government laws and regulations and otherwise keeping the
                      Bank in as good a financial and legal posture as possible;
                      and

               (x)    maintain adequate expense records relating to Employee's
                      activities on behalf of the Bank;

               (xi)   conduct and undertake all other activities,
                      responsibilities, and duties normally expected to be
                      undertaken and accomplished by the President and Chief
                      Executive Officer of a financial institution similar in
                      scope and operation to the Bank's business.

           (b) GENERAL DUTIES: During the term of this Agreement, and except for
        illness, vacation periods and leaves of absences, Employee shall devote
        all of his working time, attention, skill and best efforts to accomplish
        and faithfully perform all of the duties assigned to Employee on a
        full-time basis. Employee shall, at all times, conduct himself in a
        manner that will reflect positively upon the Bank. Employee shall obtain
        such licenses, certificates, accreditations and professional memberships
        and designations as the Bank may reasonably require. Employee shall join
        and maintain membership in such social and civic organizations as
        Employee or the Board deems appropriate to foster the Bank's contacts
        and business network in the community.

        3. COMPENSATION. During the term of this Agreement, Employee shall be
compensated as follows:

           (a) BASE SALARY: In 2000, Employee shall receive an annual salary of
        One Hundred Seventy Thousand Dollars ($170,000) (the "Base Salary"), to
        be paid in equal installments, in accordance with the Bank's standard
        payroll practices. In 2001, the Base Salary shall be increased to One
        Hundred Seventy-Five Thousand Dollars ($175,000). If the Agreement in
        extended through 2002, the Base Salary shall be increased to One Hundred
        Eighty Thousand Dollars ($180,000). Employer may adjust the Base Salary
        from time to time based upon the Board's evaluation of Employee's
        performance. In no event, however, may the Base Salary be reduced
        without Employee's written concurrence.



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           (b) BONUS: If the Bank's financial performance for that year meets or
        exceeds the below budgeted annual goals, at the end of each year,
        Employer shall pay Employee an "Aggregate Available Bonus" of
        twenty-five percent (25%) of Employee's Base Salary ($42,500 in 2000,
        $43,750 in 2001 and $45,000 in 2002). The Aggregate Available Bonus
        is comprised of three independent bonuses based on the Bank's "Total
        Assets," "Net Income," and "Net Income Over Budget" in each year, as set
        forth herein.

               (i) TOTAL ASSETS. For each year in which the Bank's Total Assets
               (as reported to the Federal Deposit Insurance Corporation
               ["FDIC"] on Schedule RC, Consolidated Report of Condition for
               December 31 of that year) meet or exceed the budgeted amount in
               Schedule A, Employee shall receive a bonus equal to 10% of the
               Aggregate Available Bonus for that year.

               If, in any year, the Bank's Total Assets do not meet or exceed
               the corresponding budgeted amount, Employee shall not be entitled
               to the corresponding bonus for that year. If in the following
               year, the Bank's Total Assets meet or exceed that year's budgeted
               amount, Employee shall be entitled to only that year's
               corresponding bonus, and not a carry-over of any earlier year's
               bonus.

                                                SCHEDULE A

<TABLE>
<CAPTION>
                                          BUDGETED
                              YEAR      TOTAL ASSETS            BONUS AMOUNT
                              ----------------------------------------------
<S>                                     <C>                     <C>
                              2000       $153,975,000             $ 4,250
                              2001        182,042,000               4,375
                              2002        213,039,000               4,500
</TABLE>

               (ii) NET INCOME. For each year in which the Bank's Net Income (as
               reported to the FDIC on Schedule RI, Consolidated Report of
               Income for the Period January 1 to December 31 of that year)
               meets or exceeds the budgeted amount in Schedule B, Employee
               shall receive a bonus equal to 15% of the Aggregate Available
               Bonus for that year.

               If in any year, the Bank's Net Income does not meet or exceed the
               corresponding budgeted amount, Employee shall not be entitled to
               the corresponding bonus in that year. However, that year's bonus
               will be recovered and paid to Employee, if any following year's
               budgeted Cumulative Net Income (determined by adding that
               following year's budgeted Net Income to the previous years'
               budgeted Net Income) meets or exceeds the budgeted amount in
               Schedule B.



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                                   SCHEDULE B

<TABLE>
<CAPTION>
                            BUDGETED             BUDGETED
                 YEAR      NET INCOME      CUMULATIVE NET INCOME    BONUS AMOUNT
                 ---------------------------------------------------------------
<S>                       <C>              <C>                      <C>
                 2000     $   993,000               n/a                $ 6,375
                 2001       1,384,000            $2,377,000              6,563
                 2002       2,010,000             4,387,000              6,750
</TABLE>


               (iii) NET INCOME OVER BUDGET. For each year in which the Bank's
               Net Income meets or exceeds the above budgeted amount, Employee
               shall receive a bonus of 10% of the Bank's Net Income over the
               above budgeted amount. However, the amount of this bonus shall be
               limited to 75% of the Aggregate Available Bonus for that year a
               shown as shown in Schedule C.

               If in any year, Employee does not earn the full bonus hereunder,
               the unawarded portion may be earned in a later year. This
               recovery shall occur by increasing the amount of this bonus that
               may be earned in that later year by the amount that was not
               earned in a previous year.

                                   SCHEDULE C

<TABLE>
<CAPTION>
                        BUDGETED   AMOUNT OVER BUDGET  NET INCOME FOR     MAXIMUM
               YEAR    NET INCOME  FOR MAXIMUM BONUS    MAXIMUM BONUS      BONUS
<S>                   <C>          <C>                 <C>              <C>
               2000   $  993,000      $ 319,000         $ 1,312,000     $  31,875
               2001    1,384,000        328,000           1,712,000        32,813
               2002    2,010,000        338,000           2,348,000        33,750
</TABLE>

           (c) STOCK OPTIONS: On the Effective Date, Employer shall grant
        Employee options to purchase 30,000 shares of the common stock of the
        Bank, in accordance with the terms of its 1998 Key Employee Stock
        Compensation Program ("Stock Program"). These options shall vest in five
        (5) equal installments, beginning on July 1, 2000, and continuing on
        each subsequent July 1, until July 1, 2004. The first installment shall
        expire on July 1, 2008, the second installment shall expire on July 1,
        2009 and the remaining installments shall expire on July 1, 2010. The
        exercise price of the options shall be the Fair Market Value (as
        determined pursuant to the Stock Program) of the Bank's common stock on
        the Effective Date.

           (d) STOCK AND OTHER BENEFIT PLANS: During the term of this Agreement,
        the Employee will be entitled to participate in and receive the benefits
        of any stock option plans (including, but not limited to the Stock
        Program), stock ownership plans, profit-sharing plans, 401(k) plans,
        deferred compensation plans, or other plans, benefits and privileges
        given to employees and executives of the Bank which are currently in
        effect at the execution of this Agreement or which may come into
        existence thereafter to the extent the Employee is otherwise eligible
        and qualifies to so participate in and receive such benefits or
        privileges. The Bank shall not make any changes in such plans, benefits
        or privileges which would adversely affect the Employee's



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        rights or benefits thereunder, unless such change occurs pursuant to a
        program applicable to all executive officers (Vice President or above)
        of the Bank and does not result in a proportionately greater adverse
        change in the rights of or benefits to the Employee as compared with any
        other executive officer of the Bank. Nothing paid to the Employee under
        any plan or arrangement presently in effect or made available in the
        future shall be deemed to be in lieu of the Base Salary payable to the
        Employee pursuant to Section 3 herein.

        4. PAYMENT OF BUSINESS EXPENSES. Employee is authorized to incur
reasonable expenses in performing his duties. Employer will reimburse Employee
for authorized expenses, according to the Bank's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.

        5. VACATION. Employee is entitled to four (4) weeks paid vacation per
year, but may not take more than two (2) consecutive weeks of vacation at any
time. Employee must take at least two (2) weeks vacation in each year. In the
event Employee does not take all of his available vacation in one year, Employee
may carry over up to two (2) weeks vacation into the next year. Therefore, the
maximum vacation Employee may have available in any one year is six (6) weeks.

        6. FRINGE BENEFITS.

           (a) MEDICAL BENEFITS: Employee is entitled to participate in all
        medical and health care benefit plans through health insurance,
        corporate funds, medical reimbursement plans or other plans, if any,
        provided, or to be provided, by the Bank for its employees.

           (b) PROVISION OF AUTOMOBILE: Employer will furnish Employee with an
        automobile suitable to his position as a Bank President and will pay for
        reasonable maintenance expenses associated therewith. Employer will pay
        automobile insurance with such coverages as the Board determines to be
        appropriate.

           (c) COUNTRY CLUB MEMBERSHIP: Employer will pay for a full membership
        for Employee and Employee's family at the Countryside Country Club.
        Employer shall establish such policies and procedures in order for
        Employee to comply with applicable federal income tax laws and
        regulations governing Employee's personal use of the country club in
        order to reduce the amount of income that may be attributable to
        Employee for the use of such facilities. Employee will comply with the
        policies and procedures established by Employer in this regard.

        7. DISABILITY/ILLNESS.

           (a) ILLNESS: Employee shall be paid his full Base Salary for any
        period of his illness or incapacity: provided that such illness or
        incapacity does not render Employee unable to perform his duties under
        this Agreement for a period longer than three (3) consecutive months. At
        the end of such three-month period, Employer may terminate Employee's
        employment and this Agreement.

           (b) DISABILITY: If Employer terminates this Agreement pursuant to
        Employee's disability as determined under Section 7(a) herein, Employer
        shall pay to Employee, as a disability



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        payment, an amount equal to Employee's monthly Base Salary, payable in
        accordance with Employer's standard payroll practices, commencing on the
        effective date of Employee's termination and ending on the earlier of:

               (i)    the date Employee returns to full time employment in his
                      capacity as the Bank's President;

               (ii)   Employee's full time employment by another employer;

               (iii)  three (3) months after the date of such termination, after
                      which Employee will be entitled to receive benefits under
                      any disability insurance plan provided by the Bank; or

               (iv)   the date of Employee's death.

        Employer may satisfy its obligations under this Section of this
        Agreement, at its option, through the purchase of disability insurance.
        The provisions of such policy will control the amounts paid to Employee.
        Such disability insurance will be coordinated with any disability plans
        made available to Employee pursuant to Section 6 of this Agreement.

           (c) CONTINUATION OF COVERAGES: During any period of illness or
        disability, Employer will continue any other life, health and disability
        coverages for Employee substantially identical to the coverages
        maintained prior to Employee's termination for disability. Such
        coverages shall cease upon the earlier of:

               (i)    Employee's full time employment by another employer;

               (ii)   one (1) year after the date of such termination (with the
                      exception of disability insurance coverage); or

               (iii)  the date of Employee's death.

           (d) NO REDUCTION IN BASE SALARY: During the period in which Employee
        is disabled or subject to illness or incapacity, other than as described
        in Section 7(b) herein, there shall be no reduction in Employee's Base
        Salary.

        8. DEATH DURING EMPLOYMENT. In the event of Employee's death during the
term of this Agreement, the Bank's obligation to Employee shall be limited to
the portion of Employee's compensation that would be payable up to the first
working day of the first month after Employee's death, except that any
compensation payable to Employee under any benefit plan maintained by the Bank
will be paid pursuant to its terms and a pro rata portion of any bonus that
would have become payable under Section 3(b) of this Agreement shall be paid to
Employee's estate.



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        9. TERMINATION.

           (a) ILLNESS, INCAPACITY OR DEATH: This Agreement shall terminate upon
        Employee's illness, incapacity or death in accordance with the
        provisions of Sections 7 and 8 herein.

           (b) TERMINATION FOR JUST CAUSE: The Employer shall have the right, at
        any time, upon prior written notice of termination satisfying the
        requirements of Section 11 herein, to terminate the Employee's
        employment hereunder, including termination for just cause. For the
        purpose of this Agreement, termination for just cause shall mean
        termination for personal dishonesty, incompetence, willful misconduct,
        material breach of fiduciary duty, intentional failure to perform the
        duties stated in this Agreement, willful violation of any law, rule or
        regulation (other than traffic violations or similar offenses), willful
        violation of a final cease-and-desist order, willful or intentional
        breach or negligence or misconduct in the performance of such duties or
        material breach of any provision of this Agreement as determined by a
        court of competent jurisdiction or in final agency action by a federal
        or state regulatory agency having jurisdiction over the Bank. For
        purposes of this Section, no act, or failure to act, on the Employee's
        part shall be considered "willful" unless done, or omitted to be done,
        by him not in good faith and without reasonable belief that his action
        or omission was in the best interest of Employer; provided that any act
        or omission to act by the Employee in reasonable reliance upon an
        opinion of counsel to Employer shall not be deemed to be willful. In the
        event Employee is terminated for just cause, Employee shall have no
        right to compensation or other benefits for any period after such date
        of termination.

           (c) INVOLUNTARY TERMINATION: If the Employee is terminated by
        Employer other than for just cause or in connection with a change in
        control of the Bank (as defined in Section 9[e] herein), Employee's
        right to compensation and other benefits under this Agreement shall be
        as set forth in Sections 9(f)(i) and 9(g) herein. In the event the
        Employee is terminated by Employer in connection with a change in
        control of the Bank, Employee's right to compensation and other benefits
        under this Agreement shall be as set forth in Sections 9(f)(ii),
        9(f)(iii) and 9(h) herein.

           (d) TERMINATION FOR GOOD REASON: Employee may terminate his
        employment hereunder for good reason. For purposes of this Agreement,
        "good reason" shall mean (i) a failure by the Bank to comply with any
        material provision of this Agreement, which failure has not been cured
        within thirty (30) days after a notice of such noncompliance has been
        given by the Employee to the Bank; or (ii) subsequent to a change in
        control as defined in Section 9(e) herein and without the Employee's
        express written consent, any of the following shall occur: the
        assignment to the Employee of any duties inconsistent with the
        Employee's positions, duties, responsibilities and status with the Bank
        immediately prior to a change in control of the Bank; a change in the
        Employee's reporting responsibilities, titles or offices as in effect
        immediately prior to a change in control of the Bank; any removal of the
        Employee from, or any failure to re-elect the Employee to, any of such
        positions, except in connection with a termination of employment for
        just cause, disability, death, or removal pursuant to Sections 9(a) or
        9(b) herein; a reduction by the Bank in the Employee's Base Salary as in
        effect immediately prior to a change in control; the failure of the Bank
        to continue in effect any bonus, benefit or compensation plan, life
        insurance plan, health and accident plan or disability plan in which the
        Employee is participating at the time of a change in



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        control of the Bank, or the taking of any action by the Bank which would
        adversely affect the Employee's participation in or materially reduce
        the Employee's benefits under any of such plans, or the transfer of the
        Employee to any location outside of Pinellas County, Florida or the
        assignment of substantial duties to the Employee to be completed outside
        Pinellas County, Florida.

           (e) CHANGE IN CONTROL: For purposes of this Agreement, "change in
        control" shall mean a change in ownership of stock in the Bank whereby a
        person, other than an existing Bank shareholder: (i) acquires more than
        25% of any class of voting stock of the Bank through direct or indirect
        ownership or proxy; or (ii) controls in any manner the election of a
        majority of the directors of the Bank.

           (f) SEVERANCE PAYMENT:

               (i) If Employee terminates his employment for good reason as
           defined in Section 9(d) herein, or if the Employee is terminated by
           the Bank for other than just cause pursuant to Section 9(c) herein,
           then in lieu of any further payments to the Employee for periods
           subsequent to the date of termination, the Employee shall be paid, as
           severance, an amount which would equal the Employee's total annual
           compensation for the remainder of the term of the Agreement, plus a
           pro rata portion of any bonus that would have become payable under
           Section 3(b) of this Agreement;

               (ii) In the event Employee's employment is terminated as a result
           of a change in control, Employee shall be entitled to a severance
           payment equal to two and one-half (2.5) times his current annual Base
           Salary, plus a pro rata portion of any bonus that would have become
           payable under Section 3(b) of this Agreement;

               (iii) In the event a change in control of the Bank occurs within
           nine (9) months of the Employees' involuntary termination or
           termination for good reason, Employee shall be entitled to a
           supplemental severance payment, so that Employee's total severance
           payments under this Section 9(f) shall be equal to two and one-half
           (2.5) times his annual Base Salary at the time of the termination.

              Any payment under Section 9(f)(i), (ii) or (iii) shall be made in
        substantially equal semi-monthly installments on the fifteenth and last
        days of each month until paid in full.

           (g) ADDITIONAL SEVERANCE BENEFITS: Unless the Employee is terminated
        for just cause pursuant to Section 9(b) herein, pursuant to Section
        10(b) herein, or pursuant to a termination of employment by the Employee
        for other than good reason, the Bank shall maintain in full force and
        effect, for the continued benefit of the Employee for the remaining term
        of this Agreement, or twelve (12) months (whichever is longer), all
        employee benefit plans and programs in which the Employee was entitled
        to participate immediately prior to the date of termination; provided,
        however, that the Employee's continued participation is possible under
        the general terms and provisions of such plans and programs. Further,
        the Bank shall pay for the same or similar



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        benefits if such benefits are available to the employee on an individual
        or group basis as a result of contractual or statutory provisions
        requiring or permitting such availability including, but not limited to,
        health insurance covered under COBRA.

           (h) MITIGATION: Employee shall not be required to mitigate the amount
        of any payment provided for in Sections 9(f) and 9(g) of this Agreement
        by seeking other employment or otherwise.

       10. REQUIRED PROVISIONS BY REGULATION. The Bank and Employee acknowledge
that the laws and regulations governing the Parties require that certain
provisions be provided in each employment agreement with officers and employees
of the Bank. The Parties agree to be bound by the following provisions:

           (a)    SUSPENSION/TEMPORARY PROHIBITION: If the Employee is suspended
                  and/or temporarily prohibited from participating in the
                  conduct of the Bank's affairs by a notice served under Section
                  655.037, Florida Statutes, or under Section 8(e) or (g)(1) of
                  the Federal Deposit Insurance Act (12 U.S.C.ss.1818[e][3] and
                  [g][1]), the Bank's obligations under this Agreement shall be
                  suspended as of the date of such service unless stayed by
                  appropriate proceedings. If the shares and the notice are
                  dismissed, the Bank may in its discretion: If Employee is
                  suspended from office and/or temporarily prohibited from
                  participating in the conduct of the Bank's affairs pursuant to
                  notice served under Section 8(e)(3) or Section 8(g)(1) of the
                  Federal Deposit Insurance Act ("FDIA") (12 U.S.C. Section
                  1818[e][3] and Section 1818[g][1]), the Bank's obligations
                  under this Agreement shall be suspended as of the date of
                  service, unless stayed by appropriate proceedings. If the
                  charges in the notice are dismissed, the Bank may, in its
                  discretion: (i) pay the Employee all or part of the
                  compensation withheld while the obligations under this
                  Agreement are suspended; and (ii) reinstate (in whole or in
                  part) any of the Bank's obligations which were suspended.

           (b)    PERMANENT PROHIBITION: If the Employee is removed and/or
                  permanently prohibited from participating in the conduct of
                  the Bank's affairs by an order issued under Section 655.037,
                  Florida Statutes, or Section 8(e)(4) or (g)(1) of the Federal
                  Deposit Insurance Act (12 U.S.C. ss.1818[e][4] or [g][1]), all
                  of the Bank's obligations under this Agreement shall terminate
                  as of the effective date of the order, but the Employee's
                  vested rights, if any, shall not be affected.

           (c)    DEFAULT UNDER FDIA: If the Bank is in default (as defined in
                  Section 3[x][1] of the Federal Deposit Insurance Act), all
                  obligations under this Agreement shall terminate as of the
                  date of default, but this subsection of the Agreement shall
                  not affect the Employee's vested rights, if any.



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           (d)    REGULATORY TERMINATION: All obligations under this Agreement
                  shall be terminated, except to the extent that a determination
                  has been made that continuation of this Agreement is necessary
                  for continued operation of the Bank:

                        (i)     by the Director or his or her designee, at the
                                time the FDIC enters into an agreement to
                                provide assistant to or on behalf of the Bank
                                under the authority to contained in Section
                                13(c) of the Federal Deposit Insurance Act; or

                        (ii)    by the Department or the Director, or his or her
                                designee, at the time the Department or the
                                Director, or his or her designee, approves a
                                supervisory merger to resolve problems related
                                to operation of the Bank or when the Bank's
                                determined by the Director to be in unsafe or
                                unsound condition.

                       Any of the Employee's rights that have already vested,
                       however, shall not be affected by such action. For
                       purposes of this subsection of this Agreement, the term
                       "Director" shall mean the Director of the FDIC.

        11. NOTICE OF TERMINATION.

            (a) EMPLOYEE'S NOTICE: Employee shall have the right, upon prior
        written notice of termination of not less than ninety (90) days, to
        terminate his employment hereunder. In such event, Employee shall have
        no right after the date of termination to compensation or other benefits
        as provided in this Agreement, unless such termination is for good
        reason, as defined in Section 9(d) herein. If the Employee provides a
        notice of termination for good reason, the date of termination shall be
        the date on which the notice of termination is given.

            (b) SPECIFICITY: Any termination of the Employee's employment by the
        Bank or by Employee shall be communicated by written notice of
        termination to the other party hereto. For purposes of this Agreement, a
        "notice of termination" shall mean a dated notice which shall: (i)
        indicate the specific termination provision in the Agreement relied
        upon; (ii) set forth in reasonable detail the facts and circumstances
        claimed to provide a basis for termination of the Employee's employment
        under the provision so indicated; and (iii) set forth the date of
        termination, which shall be not less than thirty (30) days nor more than
        forty-five (45) days after such notice of termination is given, except
        in the case of the Bank's termination of the Employee's employment for
        just cause, in which case date of termination shall be the date such
        notice of termination is given.

            (c) DELIVERY OF NOTICES: All notices given or required to be given
        herein shall be in writing, sent by United States first-class certified
        or registered mail, postage prepaid, by way of overnight carrier or by
        hand delivery. If to the Employee (or to the Employee's spouse or estate
        upon the Employee's death) notice shall be sent to Employee's last-known
        address, and if to Employer, notice shall be sent to the corporate
        headquarters. All such notices shall be effective



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<PAGE>   12

        when deposited in the mail if sent via first-class certified or
        registered mail, or upon delivery if by hand delivery or sent via
        overnight carrier. Either Party, by notice in writing, may change or
        designate the place for receipt of all such notices.

        12. POST-TERMINATION OBLIGATIONS. Employer shall pay to Employee such
compensation as is required pursuant to this Agreement; provided, however, any
such payment shall be subject to Employee's post-termination cooperation. Such
cooperation shall include the following:

            (i) Employee shall furnish such information and assistance as may be
        reasonably required by Employer in connection with any litigation or
        settlement of any dispute between Employer, a borrower and/or any other
        third parties (including without limitation serving as a witness in
        court or other proceedings);

            (ii) Employee shall provide such information or assistance to
        Employer in connection with any regulatory examination by any state or
        federal regulatory agency;

            (iii) Employee shall keep the Bank's trade secrets and other
        proprietary or confidential information secret to the fullest extent
        practicable, subject to compliance with all applicable laws.

       13. ATTORNEY'S FEES/ADVANCED COSTS. In the event that the Employee is
terminated in a manner which violates any provisions of this Agreement, as
determined by a court of competent jurisdiction, the Employee shall be entitled
to reimbursement for all reasonable costs, including attorneys fees, in
challenging such termination if the employee is successful in his challenge.
Further, because of economic disparity between Employer and Employee, Employer
agrees to pay for Employee's reasonable attorneys' fees and costs up to $15,000
to enforce the terms of this Agreement or recover damages for breach of this
agreement as follows: $10,000 at the commencement of litigation or the mediation
proceedings and an additional $5,000 six (6) months thereafter. In the event the
Employee is unsuccessful in his claim or defense, the Employee shall reimburse
Employer for any attorney' fees, expenses and costs that have been advanced. If
the Employee is successful, any attorneys' fee award will be reduced by the
amount of attorney's fees and costs that have been advanced. Such reimbursement
shall be in addition to all rights to which the Employee is otherwise entitled
under this Agreement.

        14. INDEBTEDNESS. If during the term of this Agreement, Employee becomes
indebted to the Bank for any reason, the Bank may, at its election, set off and
collect any sums due Employee out of any amounts which the Bank may owe Employee
from his Base Salary or other compensation. Furthermore, upon the termination of
this Agreement, all sums owed by Employee shall become immediately due and
payable. Employee shall pay all expenses and attorney's fees actually or
necessarily incurred by the Bank in connection with any collection proceeding
for Employee's indebtedness to us. Notwithstanding any of the foregoing, any
secured indebtedness to the Bank shall not be subject to the foregoing
provisions, and shall be governed by the loan documents evidencing such
indebtedness.



                                       12
<PAGE>   13

        15. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee
shall use his best efforts and utmost diligence to guard and protect all of the
Bank's trade secrets and confidential information. Employee shall not, either
during the term or after termination of this Agreement, for whatever reason,
use, in any capacity, or divulge or disclose in any manner, to any Person, the
identity of the Bank's customers, or its customer lists, methods of operation,
marketing and promotional methods, processes, techniques, systems, formulas,
programs or other trade secrets or confidential information relating to the
Bank's business. Upon termination of this Agreement or Employee's employment,
for any reason, Employee shall immediately return and deliver to the Bank all
records and papers and all matters of whatever nature which bear trade secrets
or confidential information relating to the Bank.

        16. COMPETITIVE ACTIVITIES. Employee agrees that during the term of this
Agreement, except with the express consent of the Board, Employee will not,
directly or indirectly, engage or participate in, become a director of, or
render advisory or other services for, or in connection with, or become
interested in, or make any financial investment in any firm, corporation,
business entity or business enterprise competitive with or to any business of
the Bank; provided, however, that Employee shall not be precluded or prohibited
from owning passive investments, including investments in the securities of
other financial institutions, so long as such ownership does not require
Employee to devote substantial time to management or control of the business or
activities in which Employee has invested.

        17. REMEDIES FOR BREACH.

            (a) INJUNCTIVE RELIEF: The Parties acknowledge and agree that the
        services to be performed by Employee are special and unique and that
        money damages cannot fully compensate Employer in the event of
        Employee's violation of the provisions of Section 16 of this Agreement.
        Thus, in the event of a breach of any of the provisions of such Section,
        Employee agrees that Employer, upon application to a court of competent
        jurisdiction, shall be entitled to an injunction restraining Employee
        from any further breach of the terms and provision of such Section.
        Should Employer prevail in an action seeking an injunction restraining
        Employee, Employee shall pay all costs and reasonable attorneys fees
        incurred by Employer in and relating to obtaining such injunction. Such
        injunctive relief may be obtained without bond and Employee's sole
        remedy, in the event of the entry of such injunction, shall be the
        dissolution of such injunction. Employee hereby waives any and all
        claims for damages by reason of the wrongful issuance of any such
        injunction.

            (b) CUMULATIVE REMEDIES: Notwithstanding any other provision of this
        Agreement, the injunctive relief described in Section 17(a) herein and
        all other remedies provided for in this Agreement which are available to
        Employer as a result of Employee's breach of this Agreement, are in
        addition to and shall not limit any and all remedies existing at or in
        equity which may also be available to Employer.

        18. ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, his heirs, assigns,
executors, and personal representatives, and to the Bank, and to the extent
applicable, its successors, and assigns, including, without limitation, any
person, partnership, or corporation which may acquire all or substantially all
of the Bank's assets and business, or with or into which the Bank may be
consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent



                                       13
<PAGE>   14

merger or consolidation is a transaction of the type which would result in
termination under Sections 10(c) and 10(d) herein.

        19. MISCELLANEOUS.

            (a) AMENDMENT OF AGREEMENT: Unless as otherwise provided herein,
        this Agreement may not be modified or amended except in writing signed
        by the Parties.

            (b) CERTAIN DEFINITIONS: For purposes of this Agreement, the
        following terms whenever capitalized herein shall have the following
        meanings:

               (i)    "Person" shall mean any natural person, corporation,
                      partnership (general or limited), trust, association or
                      any other business entity.

               (ii)   "Attorneys Fees" shall include the legal fees and
                      disbursements charged by attorneys and their related
                      travel and lodging expenses, court costs, paralegal fees,
                      etc. incurred in settlement, trial, appeal or in
                      bankruptcy proceedings.

            (c) HEADINGS FOR REFERENCE ONLY: The headings of the Sections and
        the Subsections herein are included solely for convenient reference and
        shall not control the meaning of the interpretation of any of the
        provisions of this Agreement.

            (d) GOVERNING LAW/JURISDICTION: This Agreement shall be construed in
        accordance with and governed by the laws of the State of Florida. Any
        litigation involving the Parties and their rights and obligations
        hereunder shall be brought in the appropriate federal or state courts in
        Pinellas County, Florida.



                                       14
<PAGE>   15

            (e) SEVERABILITY: If any of the provisions of this Agreement shall
        be held invalid for any reason, the remainder of this Agreement shall
        not be affected thereby and shall remain in full force and effect in
        accordance with the remainder of its terms.

            (f) ENTIRE AGREEMENT: This Agreement and all other documents
        incorporated or referred to herein, contain the entire agreement of the
        Parties and there are no representations, inducements or other
        provisions other than those expressed in writing herein. This Agreement
        amends, supplants and supersedes any and all prior agreements between
        the Parties. No modification, waiver or discharge of any provision or
        any breach of this Agreement shall be effective unless it is in writing
        signed by both Parties. A Party's waiver of the other Party's breach of
        any provision of this Agreement, shall not operate, or be construed, as
        a waiver of any subsequent breach of that provision or of any other
        provision of this Agreement.

            (g) WAIVER: No course of conduct by Employer or Employee and no
        delay or omission of Employer or Employee to exercise any right or power
        given under this Agreement shall: (i) impair the subsequent exercise of
        any right or power, or (ii) be construed to be a waiver of any default
        or any acquiescence in or consent to the curing of any default while any
        other default shall continue to exist, or be construed to be a waiver of
        such continuing default or of any other right or power that shall
        theretofore have arisen. Any power and/or remedy granted by law and by
        this Agreement to any party hereto may be exercised from time to time,
        and as often as may be deemed expedient. All such rights and powers
        shall be cumulative to the fullest extent permitted by law.

            (h) PRONOUNS: As used herein, words in the singular include the
        plural, and the masculine include the feminine and neuter gender, as
        appropriate.

            (i) RECITALS: The Recitals set forth at the beginning of this
        Agreement shall be deemed to be incorporated into this Agreement by this
        reference as if fully set forth herein, and this Agreement shall be
        interpreted with reference to and in light of such Recitals.

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



                                    MADISON BANK



/s/ ROBERT B. McGIVNEY              BY: /s/ MELVIN S. CUTLER
---------------------------------       ----------------------------------------
Robert B. McGivney, Jr., Employee          Melvin S. Cutler,
                                           Chairman of the Board
                                           (By resolution of the Board)


/s/ ARLENE V. PHILLIPS                  /s/ ARLENE V. PHILLIPS
---------------------------------       ----------------------------------------
Witness                                 Witness













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