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                                                                   Exhibit 10.33


                              FIRST BANK OF FLORIDA
                          EMPLOYEE STOCK OWNERSHIP PLAN


                           (EFFECTIVE JANUARY 1, 1993;
                  AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995)



                                    AMENDMENT
                                    ---------

1.  SECTION 16 - Effective as of November 18, 1997, a new Section 16 of the Plan
shall be added which shall read in its entirety as follows:

SECTION 16. CHANGE OF CONTROL

16.1     DEFINITION OF CHANGE OF CONTROL; PENDING CHANGE OF CONTROL

         (a) A Change of Control shall be deemed to have occurred upon the
         happening of any of the following events:

                  (i) any event upon which any "person" (as such term is used in
                  sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended), other than (A) a trustee or other fiduciary
                  holding securities under an employee benefit plan maintained
                  for the benefit of employees of First Palm Beach Bancorp,
                  Inc.; (B) a corporation owned, directly or indirectly, by the
                  stockholders of First Palm Beach Bancorp, Inc. in
                  substantially the same proportions as their ownership of stock
                  of First Palm Beach Bancorp, Inc.; or (C) any group
                  constituting a person in which employees of First Palm Beach
                  Bancorp, Inc. are substantial members, becomes the "beneficial
                  owner" (as defined in Rule 13d-3 promulgated under the
                  Exchange Act), directly or indirectly, of securities issued by
                  First Palm Beach Bancorp, Inc. representing 20% or more of the
                  combined voting power of all of First Palm Beach Bancorp,
                  Inc.'s then outstanding securities; or

                  (ii) any event upon which the individuals who on the Effective
                  Date were members of the Board of Directors of First Palm
                  Beach Bancorp, Inc., together with individuals whose election
                  by such Board or nomination for election by First Palm Beach
                  Bancorp, Inc.'s stockholders was approved by the affirmative
                  vote of at least two-thirds of the members of such Board then
                  in office who were either members of such Board on the
                  Effective Date or whose nomination or election was previously
                  so approved, cease for any reason to constitute a majority of
                  the members of such Board, but excluding, for this purpose,
                  any such individual whose initial assumption of office is in
                  connection with an actual or threatened election contest
                  relating to the election of directors of First Palm Beach
                  Bancorp, Inc. (as such terms are used in Rule 14a-11 of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934, as amended; or

                  (iii) the consummation of either:

                           (A) a merger or consolidation of First Palm Beach
                           Bancorp, Inc. with any other corporation, other than
                           a merger or consolidation following which both of the
                           following conditions are satisfied:

                                    (I) either (1) the members of the Board of
                                    Directors of First Palm Beach Bancorp, Inc.
                                    immediately prior to such merger or
                                    consolidation constitute at least a majority
                                    of the members of the governing body of the
                                    institution resulting from


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                                    such merger or consolidation; or (2) the
                                    shareholders of First Palm Beach Bancorp,
                                    Inc. own securities of the institution
                                    resulting from such merger or consolidation
                                    representing 60% or more of the combined
                                    voting power of all such securities then
                                    outstanding in substantially the same
                                    proportions as their ownership of voting
                                    securities of First Palm Beach Bancorp, Inc.
                                    before such merger or consolidation; and

                                    (II) the entity which results from such
                                    merger or consolidation expressly agrees in
                                    writing to assume and perform First Palm
                                    Beach Bancorp, Inc.'s obligations under the
                                    Plan; or

                           (B) a complete liquidation of First Palm Beach
                           Bancorp, Inc. or an agreement for the sale or
                           disposition by First Palm Beach Bancorp, Inc. of all
                           or substantially all of its assets; or

                  (iv) any event that would be described in section 16.1 if
                  "First Bank of Florida" were substituted for "First Palm Beach
                  Bancorp, Inc." therein;

         In no event, however, shall the transaction by which First Bank of
         Florida converted from a mutual institution to a stock institution, 
         or any transaction by which a company wholly owned by First Bank of 
         Florida becomes the parent company of First Bank of Florida, be deemed
         a Change of Control.

         (b) A Pending Change of Control shall be deemed to have occurred upon
         the happening of any of the following events:

                  (i) approval by the stockholders of First Palm Beach Bancorp,
                  Inc. of a transaction, or a plan for the consummation of a
                  transaction, which, if consummated, would result in a Change
                  of Control;

                  (ii) approval by the Board of Directors of First Palm Beach
                  Bancorp, Inc. of a transaction, or a plan for the consummation
                  of a transaction, which, if consummated, would result in a
                  Change of Control;

                  (iii) the commencement of a tender offer (within the meaning
                  of Section 14(d)(i) of the Securities Exchange Act of 1934, as
                  amended) for securities issued by First Palm Beach Bancorp,
                  Inc., which, if completed, would result in a Change of
                  Control;

                  (iv) the furnishing or distribution of a proxy statement or
                  other document, whether or not in opposition to management,
                  soliciting proxies, consents or authorizations (within the
                  meaning of section 14 of the Securities Exchange Act of 1934,
                  as amended) in respect of securities issued by First Palm
                  Beach Bancorp, Inc. in favor of any election, transaction or
                  other action which, if effected, would result in a Change of
                  Control; or

                  (v) any event which would be described in Sections 16.1(b)(i),
                  (ii), (iii) or (iv) if "First Bank of Florida" were
                  substituted for "First Palm Beach Bancorp, Inc." therein.

16.2     VESTING ON CHANGE OF CONTROL.

         Notwithstanding any other provision of the Plan, upon the effective
         date of a Change of Control, the Account of each person who would then,
         upon termination of the Plan, be entitled to a benefit, shall be fully
         vested and nonforfeitable.


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16.3     REPAYMENT OF STOCK OBLIGATIONS.

         (a) Notwithstanding any other provision of the Plan, upon the
         occurrence of a Change of Control, the Committee shall direct the
         Trustee to sell a sufficient number of shares of Stock to repay any
         outstanding Stock Obligations in full. The proceeds of such sale shall
         be used to repay such Stock Obligations. After repayment of the Stock
         Obligations, all remaining shares of Stock which had been unallocated
         (or the proceeds from the sale thereof, if applicable) shall be
         allocated among the accounts of all Participants who were employed by
         an Employer on the effective date of such Change of Control. Such
         allocation of Shares or proceeds shall be credited as of the date on
         which the Change of Control occurs to the Accounts of each Participant
         who has not had a termination of participation under section 2.3 as of
         such date, in proportion to the balance credited to their Accounts
         immediately prior to such allocation. If any amount cannot be allocated
         to such Participant's in the year of such Change of Control as a result
         of the limitations of section 415 of the Code, the amounts will be
         allocated in subsequent years to those persons who shared in the
         allocation and who continue to be Participants in the Plan until all
         such amounts are allocated to such Participants.

         (b) In the event that the application of section 415 of the Code
         prevents the allocation of all of the Stock or other assets released
         from the Loan Repayment Account as provided in Section 16.3(a) as of
         the effective date of the Change of Control, each Participant who
         shares in the allocation shall be entitled to receive a supplemental
         benefit payment directly from the Company. The supplemental benefit
         payment to each such Participant shall be an amount equal to the excess
         of:

                  (i) the total amount of Stock or other property that would be
                  allocated to such Participant's Accounts under Section 16.3(a)
                  if Section 415 of the Code did not apply; over

                  (ii) the total of Stock or other property actually allocated
                  to such Participant's Accounts under Section 16.3(a).

         Such payment (without offset for any allocations which may occur under
         this Plan subsequent to the Change of Control) shall be made as soon as
         practicable, but in any event within ten (10) business days, after the
         effective date of the Change of Control. This Section 16.3(b) shall be
         treated as a separate, non-qualified "excess benefit plan" within the
         meaning of section 3(34) of ERISA and shall be interpreted,
         administered and enforced in a manner consistent with this intention.
         To the extent that any Participant is entitled to the same or a similar
         payment under any other non-qualified plan, program or arrangement of
         the Employer, any payment under this Section 16.3(b) shall be
         coordinated with the payments under such other non-qualified programs,
         plan or arrangements in such manner as shall be determined by the
         Committee to be necessary to prevent the duplication of benefits.

16.4     PLAN TERMINATION AFTER CHANGE OF CONTROL.

         Notwithstanding any other provision of the Plan, after repayment of the
         loan and allocation of Stock or proceeds as provided in Section 16.2,
         the Plan shall be terminated and all amounts shall be distributed as
         soon as practicable.

16.5     AMENDMENT OF SECTION 16.

         Notwithstanding any other provision of the Plan, Section 16 of the Plan
         may not be amended after the earliest date after November 18, 1997 on
         which a Change of Control or Pending Change of Control occurs unless
         required by the Internal Revenue Service as a condition to the
         continued treatment of the Plan as a tax-qualified plan under section
         401(a) of the Code.

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IN WITNESS WHEREOF the Parties have caused these presents to be executed this
18th day of November, 1997 at West Palm Beach, Palm Beach County, Florida.




                                      FIRST BANK OF FLORIDA



                                      /s/ LOUIS O. DAVIS, JR.
                                      --------------------------------------
                                      Louis O. Davis, Jr. - President and CEO


                                 


                                      /s/ JOHN C. TRAMMEL
                                      --------------------------------------
                                      John C. Trammel - Secretary