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                                                                   Exhibit 10.27


        SECOND AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN

                                       OF

                              FIRST BANK OF FLORIDA
















                          ADOPTED ON SEPTEMBER 29, 1993
                      AMENDED AND RESTATED AUGUST 14, 1995
             FURTHER AMENDED AND RESTATED EFFECTIVE OCTOBER 21, 1997


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       SECOND AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN OF
                              FIRST BANK OF FLORIDA

                                    ARTICLE I

                                     PURPOSE
                                     -------

                  SECTION 1   STATEMENT OF PURPOSE.

                  First Bank of Florida adopts this Second Amended and Restated
Employee Severance Compensation Plan for the benefit of its eligible Employees.
The Bank recognizes that, as a public company, it will be subject to the
possibility of a negotiated or unsolicited change of control which may result in
a loss of employment for some of its Employees. The purpose of the Plan is to
encourage the Bank's Employees to continue working for the Bank with their full
time and attention devoted to the Bank's affairs by providing prescribed income
security in the event of an Involuntary Severance following a Change of Control.

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

                  For purposes of the Plan, the following terms shall have the
meanings assigned to them below, unless a different meaning is plainly indicated
by the context:

                  SECTION 2.1 BANK means First Bank of Florida (or its
successors or assigns, whether by merger, consolidation, sale of assets,
statutory receivership, operation of law or otherwise), First Bank Mortgage
Corp., and any other affiliate of First Bank of Florida which, with the approval
of the Board of Directors of First Bank of Florida, and subject to such
conditions as may be imposed by such Board, adopts this Plan.

                  SECTION 2.2 BOARD means the Board of Directors of First Bank
of Florida.

                  SECTION 2.3 CAUSE means, with respect to the conduct of an
Employee in connection with his or her employment with the Bank, personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations or similar
offenses) or final cease and desist order in each case as measured against
standards generally prevailing at the relevant time in the savings and community
banking industry; provided, however, that following a Change of Control of the
Bank or a company which owns 100% of the outstanding common stock of the Bank,
an Employee shall not be deemed to have been discharged for Cause unless and
until he shall have received a written notice of termination from the Board,
accompanied by a resolution duly adopted by affirmative vote of a majority of
the entire Board at a meeting called and held for such purpose (after reasonable
notice to the Employee and a reasonable opportunity for the Employee to make
oral and written presentations to the members of the Board, on his own behalf,
or through a representative, who may be his legal counsel, to refute the grounds
for the proposed determination) finding that in the good faith opinion of the
Board grounds exist for discharging the Employee for "Cause".

                  SECTION 2.4 CHANGE OF CONTROL means:

                  (a)      with respect to First Bank of Florida:

                           (i) the occurrence of 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 ("Exchange
                  Act")), other than (A) a trustee or other fiduciary holding
                  securities under an employee benefit plan


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                  maintained for the benefit of employees of First Bank of
                  Florida; (B) a corporation owned, directly or indirectly, by
                  the stockholders of First Bank of Florida in substantially the
                  same proportions as their ownership of stock of First Bank of
                  Florida; or (C) any group constituting a person in which
                  employees of First Bank of Florida 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 Bank of Florida representing 20%
                  or more of the combined voting power of all of First Bank of
                  Florida's then outstanding securities; or

                           (ii) the occurrence of any event upon which the
                  individuals who on the date the Plan is adopted are members of
                  the Board, together with individuals whose election by the
                  Board or nomination for election by First Bank of Florida's
                  stockholders was approved by the affirmative vote of at least
                  two-thirds of the members of the Board then in office who were
                  either members of the Board on the date this Plan is adopted
                  or whose nomination or election was previously so approved,
                  cease for any reason to constitute a majority of the members
                  of the 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 Bank of Florida (as such terms
                  are used in Rule 14a-11 of Regulation 14A promulgated under
                  the Exchange Act); or

                           (iv) the stockholders of First Bank of Florida (or,
                  if First Bank of Florida is not then a stock form institution,
                  the Board of First Bank of Florida) approve either:

                                    (A) a merger or consolidation of First Bank
                           of Florida or 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 First Bank of Florida and 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 such merger or consolidation; or (2)
                                    the stockholders of First Bank of Florida
                                    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 Bank of Florida 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 Bank of Florida's obligations under
                                    the Plan; or

                                    (B) a plan of complete liquidation of First
                           Bank of Florida or an agreement for the sale or
                           disposition by First Bank of Florida of all or
                           substantially all of its assets; and

                           (b) with respect to any company which owns 100% of
                  the outstanding common stock of First Bank of Florida,
                  including without limitation First Palm Beach Bancorp, Inc.,
                  any event that would be described in section 2.4(a) if the
                  name of such company were substituted for First Bank of
                  Florida each time it appears therein.

                  SECTION 2.5 EMPLOYEE means any person, including an Officer,
who is employed by the Bank, other than: (a) a person who is compensated on an
hourly rate basis; (b) a person who works for the Bank on a part-time or
temporary basis; (c) an Employee receiving long-term disability benefits; or (d)
a person who has an employment contract, change of control agreement or other
agreement with the Bank or who is covered by other programs which provide
severance benefits or by their terms exclude such person from participation in
this Plan.


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                  SECTION 2.6 FDI ACT means the Federal Deposit Insurance Act,
as the same may be amended from time to time, and the corresponding provisions
of any successor statute.

                  SECTION 2.7 INVOLUNTARY SEVERANCE means (a) the discharge or
dismissal of an Employee by the Bank other than for Cause, or the resignation by
the Employee from his position with the Bank, which resignation the Employee is
asked or compelled by the Bank to tender other than for Cause; or (b)
termination of employment at an Employee's election within sixty (60) days after
any action following a Change of Control which, either alone or together with
other actions, results in: (i) the reduction in the Employee's Salary by more
than 10%; (ii) the assignment of the Employee to a job requiring relocation of
his residence in order to be able to commute without unreasonable difficulty,
expense or inconvenience; (iii) the assignment of the Employee to duties or to
an office or working space which involves unreasonable personal embarrassment;
(iv) a material adverse change in the Employee's title, position or
responsibilities at the Bank; (v) the failure to maintain in effect any pension
plan, life insurance plan, health, accident or disability plan in which the
Employee is participating immediately prior to the Change of Control (or plans
providing substantially similar benefits), or the taking of any action which
would materially adversely affect the Employee's participation or reduce the
Employee's benefits under any of such plans; or (vi) a successor to the Bank
failing to assume its obligations under this Plan or breaching any provision of
this Plan.

                  SECTION 2.8 OFFICER means an officer of the Bank.

                  SECTION 2.9 OTS means the Office of Thrift Supervision of the
United States Department of the Treasury, and its successors.

                  SECTION 2.10 PLAN means this Second Amended and Restated
Employee Severance Compensation Plan of First Bank of Florida, as the same may
be amended from time to time.

                  SECTION 2.11 PLAN ADMINISTRATOR means the Senior Vice
President--Administration of First Bank of Florida.

                  SECTION 2.12 PLAN YEAR means the calendar year.

                  SECTION 2.13 SALARY means (i) the basic annual rate of salary
of the Employee for his services to the Bank on the day the Change of Control
occurs, plus (ii) overtime, bonuses and other forms of incentive compensation
either (a) actually paid to or accrued in respect of the Employee during the
twelve (12) month period immediately preceding the Change of Control, or (b), if
such Employee has been employed for less than twelve (12) months on the day the
Change of Control occurs, annualized for a twelve (12) month period.

                  SECTION 2.14 SERVICE means service rendered by an Employee
that is, or would be, recognized under the Retirement Plan of First Bank of
Florida for vesting purposes as of the date of the Employee's Involuntary
Severance.

                                   ARTICLE III

                                    BENEFITS
                                    --------

                  SECTION 3.1 SEVERANCE BENEFITS FOR EMPLOYEES.

                  (a) An Employee whose employment with the Bank is terminated
         under circumstances constituting an Involuntary Severance, other than
         for Cause, as a result of, within twelve months following or within
         three (3) months prior to, a Change of Control with respect to the Bank
         or any company which owns 100% of the outstanding common stock of the
         Bank shall be entitled to the following benefits:


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                           (i) if the Employee is an Officer of the Bank with
                  less than ten (10) years of Service on the day the Change of
                  Control occurs, he or she shall be entitled, as severance pay,
                  to a weekly payment in an amount equal to one week's Salary,
                  commencing with the first week following the date of the
                  Employee's Involuntary Severance and continuing for twenty-six
                  (26) weeks; or

                           (ii) if the Employee (whether an Officer or not) has
                  ten (10) years of Service or more on the day the Change of
                  Control occurs, he or she shall be entitled, as severance pay,
                  to a weekly payment in an amount equal to one week's Salary,
                  commencing with the first week following the date of the
                  Employee's Involuntary Severance and continuing for fifty-two
                  (52) weeks; or

                           (iii) if the Employee is not an Employee described in
                  section 3.1(a)(i) or section 3.1(a)(ii), he shall be entitled,
                  as severance pay, to a weekly payment in an amount equal to
                  one week's Salary, commencing with the first week following
                  the date of the Employee's Involuntary Severance and
                  continuing for twice the number of weeks as the Employee has
                  whole years of Service, but in no event more than twenty (20)
                  weeks;

PROVIDED, HOWEVER, that in no event shall any Employee described in section
3.1(a)(i), (ii) or (iii) receive, as severance pay under this Plan, less than
four weeks' Salary.

                  (b) Each Employee who is entitled to payments under section
         3.1(a)(i), (ii) or (iii) shall, for the duration of such payments,
         continue to be eligible for all of the benefits provided under the
         Bank's employee benefit plans and programs (excluding tax-qualified
         plans and other plans which by law must restrict participation to
         active employees) as if he were still an Employee and working at the
         Bank, except that he shall cease to accrue vacation and shall be paid a
         lump sum payment at the date of his Involuntary Severance in lieu of
         any unused accrued vacation.

                  SECTION 3.2 VESTING.

                  The benefits to be provided under this Article III of the Plan
to an Employee shall be completely vested and nonforfeitable upon the occurrence
of a Change of Control with respect to the Bank or any company which owns 100%
of the outstanding common stock of the Bank.

                  SECTION 3.3 INDEMNIFICATION.

                  The Bank shall indemnify, hold harmless and defend each
Employee against costs or expenses, including reasonable attorneys' fees,
incurred by him or arising out of any action, suit or proceeding in which he may
be involved, as a result of his efforts, in good faith, to defend or enforce his
rights under this Plan; provided, however, that the Employee shall have
substantially prevailed on the merits pursuant to a judgment, decree or order of
a court of competent jurisdiction or of an arbitrator in an arbitration
proceeding, or in a settlement. For purposes of this Agreement, any settlement
agreement which provides for payment of any amounts in settlement of the Bank's
obligations hereunder shall be conclusive evidence of the Employee's entitlement
to indemnification hereunder, and any such indemnification payments shall be in
addition to amounts payable pursuant to such settlement agreement, unless such
settlement agreement expressly provides otherwise.

                                   ARTICLE IV

                                 ADMINISTRATION
                                 --------------



                  SECTION 4.1 NAMED FIDUCIARIES.

                  The term "Named Fiduciary" shall mean (but only to the extent
of the responsibilities of each of them) the Plan Administrator and the Board.
This Article V is intended to allocate to each Named Fiduciary the
responsibility


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for the prudent execution of the functions assigned to him or it, and none of
such responsibilities or any other responsibility shall be shared by two or more
of such Named Fiduciaries. Whenever one Named Fiduciary is required by the Plan
to follow the directions of another Named Fiduciary, the two Named Fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the Named Fiduciary giving the directions shall be deemed his
sole responsibility, and the responsibility of the Named Fiduciary receiving
those directions shall be to follow them insofar as such instructions are on
their face proper under applicable law.

                  SECTION 4.2 PLAN ADMINISTRATOR.

                  The Plan Administrator shall, subject to the responsibilities
of the Board, have the responsibility for the day-to-day control, management,
operation and administration of the Plan. The Plan Administrator shall have the
following responsibilities:

                  (a)      To maintain records necessary or appropriate for the
                           administration of the Plan;

                  (b)      To give and receive such instructions, notices,
                           information, materials, reports and certifications as
                           may be necessary or appropriate in the administration
                           of the Plan;

                  (c)      To prescribe forms and make rules and regulations
                           consistent with the terms of the Plan and with the
                           interpretations and other actions of the Committee;

                  (d)      To require such proof or evidence of any matter from
                           any person as may be necessary or appropriate in the
                           administration of the Plan;

                  (e)      To prepare and file, distribute or furnish all
                           reports, plan descriptions, and other information
                           concerning the Plan, including, without limitation,
                           filings with the Secretary of Labor and employee
                           communications as shall be required of the Plan
                           Administrator under ERISA;

                  (f)      To determine any question arising in connection with
                           the Plan, including any question of Plan
                           interpretation, and the Plan Administrator's decision
                           or action in respect thereof shall be final and
                           conclusive and binding upon all persons having an
                           interest under the Plan;

                  (g)      To review and dispose of claims under the Plan filed
                           pursuant to section 4.3 and appeals of claims
                           decisions pursuant to section 4.4;

                  (h)      If the Plan Administrator shall determine that by
                           reason of illness, senility, insanity, or for any
                           other reason, it is undesirable to make any payment
                           to the person entitled thereto, to direct the
                           application of any amount so payable to the use or
                           benefit of such person in any manner that the Plan
                           Administrator may deem advisable or to direct in the
                           Plan Administrator's discretion the withholding of
                           any payment under the Plan due to any person under
                           legal disability until a representative competent to
                           receive such payment in his behalf shall be appointed
                           pursuant to law;

                  (i)      To discharge such other responsibilities or follow
                           such directions as may be assigned or given by the
                           Board; and

                  (j)      To perform any duty or take any action which is
                           allocated to the Plan Administrator under the Plan.

                   The Plan Administrator shall have the power and authority 
necessary or appropriate to carry out his responsibilities.


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                  SECTION 4.3 CLAIMS PROCEDURE.

                  Any claim relating to benefits under the Plan shall be filed
with the Plan Administrator on a form prescribed by him. If a claim is denied in
whole or in part, the Plan Administrator shall give the claimant written notice
of such denial, which notice shall specifically set forth:

                  (a)      The reasons for the denial;

                  (b)      The pertinent Plan provisions on which the denial was
                           based;

                  (c)      Any additional material or information necessary for
                           the claimant to perfect his claim and an explanation
                           of why such material or information is needed; and

                  (d)      An explanation of the Plan's procedure for review of
                           the denial of the claim.

In the event that the claim is not granted and notice of denial of a claim is
not furnished by the 30th day after such claim was filed, the claim shall be
deemed to have been denied on that day for the purpose of permitting the
claimant to request review of the claim.

                  SECTION 4.4 CLAIMS REVIEW PROCEDURE.

                  Any person whose claim filed pursuant to section 4.3 has been
denied in whole or in part by the Plan Administrator may request review of the
claim by the Plan Administrator, upon a form prescribed by the Plan
Administrator. The claimant shall file such form (including a statement of his
position) with the Plan Administrator no later than 60 days after the mailing or
delivery of the written notice of denial provided for in section 4.3, or, if
such notice is not provided, within 60 days after such claim is deemed denied
pursuant to section 4.3. The claimant shall be permitted to review pertinent
documents. A decision shall be rendered by the Plan Administrator and
communicated to the claimant not later than 30 days after receipt of the
claimant's written request for review. However, if the Plan Administrator finds
it necessary, due to special circumstances (for example, the need to hold a
hearing), to extend this period and so notifies the claimant in writing, the
decision shall be rendered as soon as practicable, but in no event later than
120 days after the claimant's request for review. The Plan Administrator's
decision shall be in writing and shall specifically set forth:

                  (a)      The reasons for the decision; and

                  (b)      The pertinent Plan provisions on which the decision
                           is based.

Any such decision of the Plan Administrator shall be binding upon the claimant
and the Bank, and the Plan Administrator shall take appropriate action to carry
out such decision.

                  SECTION 4.5 ALLOCATION OF FIDUCIARY RESPONSIBILITIES.

                  Any Named Fiduciary may:

                  (a) Allocate any of his or its responsibilities (other than
         trustee responsibilities) under the Plan to such other person or
         persons as he or it may designate, provided that such allocation and
         designation shall be in writing and filed with the Plan Administrator;

                  (b) Employ one or more persons to render advice to him or it
         with regard to any of his or its responsibilities under the Plan; and

                  (c) Consult with counsel, who may be counsel to the Bank.


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                  SECTION 4.6 OTHER ADMINISTRATIVE PROVISIONS.

                  (a) Any person whose claim has been denied in whole or in part
         must exhaust the administrative review procedures provided in section
         4.4 prior to initiating any claim for judicial review.

                  (b) No bond or other security shall be required of the Plan
         Administrator, or any officer or Employee of the Bank to whom fiduciary
         responsibilities are allocated by a Named Fiduciary, except as may be
         required by ERISA.

                  (c) Subject to any limitation on the application of this
         section 4.6(c) pursuant to ERISA, neither the Plan Administrator, nor
         any officer or Employee of the Bank to whom fiduciary responsibilities
         are allocated by a Named Fiduciary, shall be liable for any act of
         omission or commission by himself or by another person, except for his
         own individual willful and intentional malfeasance.

                  (d) The Plan Administrator may, except with respect to actions
         under section 4.4, shorten, extend or waive the time (but not beyond 60
         days) required by the Plan for filing any notice or other form with the
         Plan Administrator, or taking any other action under the Plan.

                  (e) Any person, group of persons, committee, corporation or
         organization may serve in more than one fiduciary capacity with respect
         to the Plan.

                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------



                  SECTION 5.1 RIGHTS OF EMPLOYEES.

                  No Employee shall have any right or claim to any benefit under
the Plan except in accordance with the provisions of the Plan. The establishment
of the Plan shall not be construed as conferring upon any Employee or other
person any legal right to a continuation of employment or to any terms or
conditions of employment, nor as limiting or qualifying the right of the Bank to
discharge any Employee.

                  SECTION 5.2 NON-ALIENATION OF BENEFITS.

                  The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation, or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, or torts.

                  SECTION 5.3 NON-DUPLICATION OF BENEFITS.

                  No provisions in this Plan shall be deemed to duplicate any
compensation or benefits provided under any agreement, plan or program covering
the Employee to which the Bank is a party and any duplicative amount payable
under any such agreement, plan or program shall be applied as an offset to
reduce the amounts otherwise payable hereunder.

                  SECTION 5.4 CONSTRUCTION.

                  Whenever appropriate in the Plan, words used in the singular
may be read in the plural; words used in the plural may be read in the singular;
and the masculine gender shall be deemed equally to refer to the feminine gender
or the neuter. Any reference to a section number shall refer to a section of
this Plan, unless otherwise stated.


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                  SECTION 5.5 HEADINGS.

                  The headings of sections are included solely for convenience
of reference, and if there is any conflict between such headings and the text of
the Plan, the text shall control.

                  SECTION 5.6 GOVERNING LAW.

                  Except to the extent preempted by federal law, the Plan shall
be construed, administered and enforced according to the laws of the State of
Florida applicable to contracts between citizens and residents of the State of
Florida entered into and to be performed entirely within such jurisdiction.

                  SECTION 5.7 SEVERABILITY.

                  The invalidity or unenforceability, in whole or in part, of
any provision of this Plan shall in no way affect the validity or enforceability
of the remainder of such provision or of any other provision of this Plan, and
any provision, or part thereof, deemed to be invalid or unenforceable shall be
reformed as necessary to render it valid and enforceable to the maximum possible
extent.

                  SECTION 5.8 TERMINATION OR AMENDMENT.

                  The Bank intends to keep this Plan in effect, but, subject to
the provisions of section 3.3, the Bank expressly reserves the right to
terminate or amend the Plan, in whole or in part, at any time by action of the
Board; provided, however, that this Plan may not be amended, revoked or
terminated following the occurrence of a Change of Control.

                  SECTION 5.9 REQUIRED REGULATORY PROVISIONS.

                  The following provisions are included for the purposes of
complying with various laws, rules and regulations applicable to the Bank:

                  (a) Notwithstanding anything herein contained to the contrary,
         in no event shall the aggregate amount of compensation payable to any
         person under Article III of this Plan exceed three times such person's
         average annual total compensation for the last five consecutive
         calendar years to end prior to his termination of employment with the
         Bank (or for his entire period of employment with the Bank and its
         predecessors, if less than five calendar years).

                  (b) Notwithstanding anything herein contained to the contrary,
         any payments to any Employee by the Bank, whether pursuant to this Plan
         or otherwise, are subject to and conditioned upon their compliance with
         section 18(k) of the FDI Act and any regulations promulgated
         thereunder.

                  (c) Notwithstanding anything herein contained to the contrary,
         if the Employee is suspended from office and/or temporarily prohibited
         from participating in the conduct of the affairs of the Bank pursuant
         to a notice served under section 8(e)(3) or 8(g)(1) of the FDI Act, the
         Bank's obligations under this Plan shall be suspended as of the date of
         service of such notice, unless stayed by appropriate proceedings. If
         the charges in such notice are dismissed, the Bank, in its discretion,
         may (i) pay to the Employee all or part of the compensation withheld
         while the Bank's obligations hereunder were suspended and (ii)
         reinstate, in whole or in part, any of the obligations which were
         suspended.

                  (d) Notwithstanding anything herein contained to the contrary,
         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 8(e)(4) or 8(g)(1) of the FDI Act, all prospective
         obligations of the Bank under this Plan shall terminate as of the
         effective date of the order, but vested rights and obligations of the
         Bank and the Employee shall not be affected.


<PAGE>   10


                  (e) Notwithstanding anything herein contained to the contrary,
         if the Bank is in default (within the meaning of section 3(x)(1) of the
         FDI Act, all prospective obligations of the Bank under this Plan shall
         terminate as of the date of default, but vested rights and obligations
         of the Bank and the Employee shall not be affected.

                  (f) Notwithstanding anything herein contained to the contrary,
         all prospective obligations of the Bank hereunder shall be terminated,
         except to the extent that a continuation of this Plan is necessary for
         the continued operation of the Bank: (i) by the Director of the OTS or
         his designee, at the time the FDIC enters into an agreement to provide
         assistance to or on behalf of the Bank under the authority contained in
         section 13(c) of the FDI Act; (ii) by the Director of the OTS or his
         designee at the time such Director or designee approves a supervisory
         merger to resolve problems related to the operation of the Bank or when
         the Bank is determined by such Director to be in an unsafe or unsound
         condition. The vested rights and obligations of the parties shall not
         be affected.

                  If and to the extent that any of the foregoing provisions
shall cease to be required by applicable law, rule or regulation, the same shall
become inoperative automatically as though eliminated by formal amendment of the
Plan.

                  SECTION 5.10 WITHHOLDING.

                  Payments from this Plan shall be subject to all applicable 
federal, state and local income withholding taxes.

                  SECTION 5.11 STATUS AS WELFARE BENEFIT PLAN UNDER ERISA.

                  This Plan is an "employee welfare benefit plan" within the
meaning of section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") and shall be construed, administered and enforced according
to the provisions of ERISA.

                  SECTION 5.12 SUCCESSORS.

                  This Plan and all obligations under this Plan shall be binding
upon the Bank, First Palm Beach Bancorp, Inc., and any and all of their
respective successors and assigns, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or
assets of the Bank and/or First Palm Beach Bancorp, Inc. In furtherance of this,
the Bank and/or First Palm Beach Bancorp, Inc. shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Bank or
First Palm Beach Bancorp, Inc. expressly and unconditionally to assume and agree
to perform the Bank's and/or First Palm Beach Bancorp, Inc.'s obligations under
this Plan, in the same manner and to the same extent that the Bank and/or First
Palm Beach Bancorp, Inc. would be required to perform if no such succession or
assignment had taken place.

                  Adopted by the Board of Directors of the Bank and the Board of
Directors of First Palm Beach Bancorp, Inc. on October 21, 1997.

ATTEST:                                   FIRST BANK OF FLORIDA



/s/ JOHN C. TRAMMEL                       By:/s/ LOUIS O. DAVIS, JR.
-----------------------------------          -----------------------------------
Secretary                                    President



ATTEST:                                   FIRST PALM BEACH BANCORP, INC.



/s/ JOHN C. TRAMMEL                       By:/s/ LOUIS O. DAVIS, JR.
-----------------------------------          -----------------------------------
Secretary                                    President