EMPLOYMENT AGREEMENT

THIS AGREEMENT,  made and entered into effective as of the 28th day of December,
1995,  by and  between  EICKHOFF,  PIEPER  &  WILLOUGHBY,  INC.,  a  corporation
incorporated under the laws of the State of Florida ("EPW") and JOHN H.
PIEPER (the "Employee").

WHEREAS,  EPW has organized and operates an investment  management  and advisory
services business ("Advisory Services Business");

WHEREAS, EPW desires to enter into an employment  relationship with the Employee
to obtain the services of the Employee for its Advisory  Services  Business,  on
terms and conditions set forth herein; and

WHEREAS, the Employee is willing to accept such employment;

NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:

1.   Employment.  EPW hereby  employs  Employee in the  capacity of President or
     another position within EPW of the same or greater  stature,  as the CEO of
     EPW may direct or desire from time tO time.

2.   Duties. The Employee's principal duties and responsibilities shall be those
     that are usual and  customary for the  Employee's  position and as provided
     from time to time by the Board of Directors or Chief  Executive  Officer of
     EPW.

3.   Acceptance.  Employee  hereby  accepts  the  employment,  on the  terms and
     conditions  herein set forth.  Employee agrees to perform such services and
     duties and hold such offices as may be assigned to him from time to time by
     EPW and to devote his full business time,  energies and best efforts to the
     performance  thereof to the  exclusion  of all other  business  activities,
     except such activities as EPW may consent to in writing.  Employee  further
     agrees to maintain any and all  necessary  state and federal  licenses that
     may be required to provide investment management and advisory services.

4.   Term.  The term of  employment  shall  begin on the date  hereof,  with the
     Employee's  commencing full-time work on that date and shall continue until
     terminated as herein provided.

5.   Facilities.   EPW  shall  provide  the  Employee  with  an  office,  staff,
     stenographic help,  equipment and other services and facilities  reasonably
     required  and  suitable  for  the  performance  of  the  Employee's  duties
     hereunder.

6.   Salary.  For each calendar year of employment,  commencing January 1, 1996,
     the Employees shall be paid compensation in accordance with the following:

     (a)  The Employer  shall  establish an annual "Salary Pool," which shall be
          equal to the lesser of the "Fixed Salary Pool" or the "Variable Salary
          Pool."





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<PAGE>
          i)   The Fixed Salary Pool shall be equal to $115,000 times three,  or
               if less,  times the  number  of  "Shareholders"  employed  by the
               Employer for the particular year.

          ii)  The  Variable  Salary Pool shall be equal to 15.5% of  "revenues"
               times  three,  or if less,  times the  number  of  "Shareholders"
               employed by the Employer for the particular year.

     (b)  For purposes of Salary Pool calculations:

          i)   "Shareholders"  shall be  Eicldaoff,  Pieper and  Willoughby,  or
               whomever among them is then employed by the Employer.

          ii)  For any partial year of employment,  the "number" of Shareholders
               employed  shall be  adjusted to reflect  the  partial  year.  For
               example,  if in 1998,  Eickhoff resigns as of June 30, 1998, then
               for that calendar  year,  the Fixed Salary Pool shall be $115,000
               times 2.5. Also, for example,  if in 1998, Eickhoff resigns as of
               March 31, 1998,  then for that calendar year, the Variable Salary
               Pool shall be 15.5% of revenues times 2.25.

          iii) "Revenues"  shall  mean  the  gross  receipts  earned  by EPW for
               a'calendar  year (with  adjustments  for returns,  allowances and
               sales  taxes,  if any) for which  calculations  are  being  made,
               calculated  in  accordance  with  generally  accepted  accounting
               principles  consistently  applied.  Accrual  accounting  shall be
               used,  and  compensation  paid to EPW from  United Bank and Trust
               Company shall be included. In the event the Employee and Employer
               do not agree  upon the  calculation  of  revenues  for any annual
               period,  the  disagreement  shall be  resolved  by the  regularly
               employed independent accountant for the Employer,  whose decision
               shall, unless fraudulent or patently erroneous, bind the parties.

     (c)  The  Employee  shall  participate  in the Salary  Pool only during the
          portion of each calendar year he is employed under this Agreement.

     (d)  The Board of Directors  shall allocate the entire Salary Pool for each
          year  among  the  Shareholders  then  employed  by the  Employer.  The
          allocation   may  be  estimated   prospectively   for  each   calendar
          quarter-annual  period, upon the advice of the Compensation  Committee
          of  the  Employer.  If no  recommendation  is  made  for a  particular
          quarter-annual  period,  the allocation  then in effect shall continue
          during the applicable period.

     (e)  However, the allocations for any calendar year from the Salary Pool to
          the Employee may be in any amount,  from zero to the maximum amount in
          the Salary Pool for the year.  The  allocations  to the  Employee  are
          within the sole and absolute  discretion  of the Board of Directors of
          the Employer,  after it has the advice and counsel of the Compensation
          Committee.








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<PAGE>
     (f)  Compensation  advances shall be paid monthly in arrears,  and shall be
          adjusted  as of the  end of  each  calendar  year,  or as of the  date
          employment  terminates  if earlier.  Any  reductions  or  increases in
          compensation shall be settled as of the year end, or if earlier, as of
          the date of employment  terminates.  Revenues  shall be calculated for
          each year (or applicable  shorter period) as soon as practicable,  and
          may be estimated,  subject to adjustment upon completion of the annual
          audit  of  the  Employer's   books  and  records  by  its  independent
          accountant.

7. Bonus.

     (a)  "The Employee shall participate each calendar year of employment after
          1995 in the Employer's  Bonus Pool. The Bonus Pool, and the Employee's
          participation, shall be in accordance with the following:

          i)   The total amount of the Bonus Pool for each  calendar  year shall
               be allocated by the Employer  among the  Shareholders  (as defmed
               above in this  Agreement)  then  employed  by the  Employer.  The
               amount of the Bonus Pool shall not be reduced when one or more of
               the Shareholders is no longer employed by the Employer.  However,
               the  allocations for any calendar year from the Bonus Pool to the
               Employee may be, unless the Employee is the sole Shareholder then
               employed by  Employer,  in any  amount,  from zero to the maximum
               amount in the Bonus  Pool for the year.  The  allocations  to the
               Employee are within the sole and absolute discretion of the Board
               of Directors of the Employer, after it has the advice and counsel
               of the Compensation Committee.

          ii)  Allocations shall be made as of the end of each calendar year, as
               soon as  practicable,  but in any  event  by  April  30th of each
               subsequent year.

          iii) The Bonus Pool is deemed  earned for a calendar  year on December
               31st  of  the  year.  The  Employee  shall  not  be  eligible  to
               participate  in the  Bonus  Pool  for a year  unless  he has been
               employed under this Agreement for the entire calendar year.

          iv)  The  Bonus  Pool  shall  be  calculated  each  calendar  year  in
               accorctance with the following:

               If Annual  Pre-tax Profit of Employer is: Bonus Pool % of Pre-tax
               Profits

               $100,000 to $150,000                  25%
               $150,001 to $250,000                  35%
               $250,001 to more                      40%

          v)   The annual pre-tax profit for the Employer for each year shall be
               calculated  on the  accrual  basis by  application  of  generally
               accepted accounting principles consistently applied. For purposes
               of this  calculation,  the  Employer's  net profits  shall not be
               consolidated  with those of the Trust  Department  of United Bank
               and Trust  Company,  but  otherwise,  pre-tax  net profits of the
               Employer shall bear appropriate allocations of affiliated charges
               and  expenses,  using the  principals  provided  in the EPW Stock
               Option Plan between the Employer and Pinellas Bancshares Corp.

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<PAGE>
          vi)  In the event the  Employee  and  Employer  do not agree  upon the
               calculation of the Bonus Pool, or aaaua! pre-tax net profits, for
               any annual  period,  the  disagreement  shall be  resolved by the
               regularly employed independent accountant for the Employer, whose
               decision shall, unless fraudulent or patently erroneous, bind the
               parties.

          vii) The  Bonus  Pool  for a  calendar  year  shall  not be less  than
               $5,000.00 times the number of  Shareholders  employed on the last
               day of such year.

8.   Expenses.  EPW shall pay or reimburse the Employee for the  reasonable  and
     necessary  business  expenses of the Employee,  provided that the same have
     been  approved by EPW in  accordance  with its  policies  from time to time
     established.

9.   Employee Benefit Plans.  The Employee shall be eligible to participate,  to
     the extent he may be eligible,  in any profit  sharing,  retirement,  group
     insurance  or other  employee  benefit plan  maintained  by EPW or Pinelias
     Bancshares  Corp.  ('PBC").  EPW reserves the fight to amend or cancel such
     benefit plans from time to time,  provided that all eligible  personnel are
     similarly treated.

10.  Stock Options. The Employee shall participate ia the EPW Stock Option Plan,
     a copy of which is annexed hereto as Exhibit 10.

11.  Vacations and Leave. The Employee shall be entitled to 4 weeks vacation and
     leave time annually and any such additional  vacation and leave time as may
     be approved by the Board of Directors of EPW.

12.  Non-Disclosure of Confidential Information.  The Employee acknowledges that
     in and as a result of his  employment  by EPW,  he will be  making  use of,
     acquiring,  and/or  adding to  confidential  information  of a special  and
     unique  nature and value  relating to such  matters as the EPW's and United
     Bank and Trust Company's ("United") proprietary information, trade secrets,
     systems, procedures,  manuals, confidential reports, lists of customers and
     data about  customer  (which are deemed for all purposes  confidential  and
     proprietary),  as well as the nature and type of  services  rendered by the
     EPW and  United,  the  methods  used and  preferred  by EPW's and  United's
     customers,  and the fees paid by them.  As a material  inducement to EPW to
     enter into this Agreement and to pay to Employee the compensation stated in
     this Agreement,  Employee covenants and agrees that the Employee shall not,
     at any time during or  following  the term of his  employment,  directly or
     indirectly  divulge or disclose for any purpose whatsoever any confidential
     information  that has been  obtained  by, or  disclosed  to,  Employee as a
     result of employment by EPW. In the event of a breach or threatened  breach
     by Employee of any of the provisions of this Paragraph, EPW, in addition to
     and not in limitation of, any other rights,  remedies, or damages available
     to EPW at law or in equity,  shall be entitled to a permanent injunction ia
     order  to  prevent  or  restrain  any such  breach  by the  Employee  or by
     Employee's  partners,   agents,   representatives,   servants,   employers,
     employees, family members and/or any and all persons directly or indirectly
     acting for or with Employee.

13.  Covenants Against Competition. Employee, in consideration of his employment
     by EPW and other good and valuable  consideration,  hereby  covenants  (the
     "Covenant") not to compete with EPW pursuant to the following terms:

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<PAGE>
     (a)  Covenant.  Employee  covenants  and agrees with EPW that Employee will
          not,  directly or  indirectly,  for himself or in connection  with any
          person, firm or entity:

          i)   For a period  running  during his  employment by EPW and from the
               date after his employment by EPW terminates  until the earlier of
               2 years  from the date of  termination  or  January  1, 2000 (the
               "Non-Compete Term") (the term shall be extended for any period in
               which  Employee  is in  violation  of  the  Covenant)  come  into
               competition with EPW by participating in or in connection with or
               being employed by any business which engages in a similar line of
               business (the "Line of Business")  of EPW,  predominantly  within
               EPW's trade area (the "Trade Area").

          ii)  For a period  furming  during his  employment by EPW and from the
               date after his employment by EPW terminates  until the earlier of
               three (3) years from the date of  termination  or January 1, 2000
               (the term shall be extended from any period in which  Employee is
               in  violation  of the  Covenant)  solicit,  sell,  or handle  any
               investment advisory transactions or business for any customers or
               clients  of EPW  (the  "Customers  or  Clients  of  EPW")  or any
               subsidiary  of EPW; or solicit or persuade any employee of EPW or
               the Trust Department of United Bank and Trust Company (the "Trust
               Department") to leave the employment of EPW' or Trust  Department
               or hire any such employee.

     (b)  Customers or Clients Defined. As used in subsection 13(a)(ii),  above,
          the phrase  "Customers  or Clients of EPW" shall mean any  customer or
          client  with which EPW has  previously  provided  goods or services or
          otherwise  engaged  in  business  association  and shall  additionally
          include all  customers  and accounts  serviced by Employee  during the
          term of employment  of Employee by EPW.  "Customers or Clients of EPW"
          shall also mean all previous and current  customers and clients of the
          Trust Department and all persons for whom EPW or Employee has provided
          services within the Line of Business.

     (e)  Line of Business  Defined.  As used in subsection  13(a),  above,  the
          phrase "Line of Business"  shall be defined as the sale of  investment
          advisory and management services.

     (d)  Trade Area Defined.  As used in subsection  13(a),  above,  the phrase
          "Trade  Area" shall  encompass  Pinelias  and  Hillsborough  Counties,
          Florida.

     (e)  Breach of Covenant.  Employee  agrees that any breach of this Covenant
          will result in  irreparable  injury to EPW, for which EPW will have no
          adequate  remedy at law, and  Employee  consents to an  injunction  in
          favor of EPW,  enjoining  any breach of this  Covenant by any court of
          competent  jurisdiction,  without  prejudice,  to any  other  right or
          remedy to which EPW may be entitled.  In the event that this  Covenant
          shall be  determined  by any  court of  competent  jurisdiction  to be
          unenforceable  by reason of its being extended over too great a period
          of time, or too large a  geographical  area, or over too great a range
          of  activities,   the  parties  agree  that  this  Covenant  shall  be
          interpreted   to  extend  only  over  the  maximum   period  of  time,
          geographical  area,  or  range  of  activities  as to  which it may be
          enforceable.  Employee hereby waives any bond requirement  pending any
          proceeding by EPW to enforce this Covenant. o
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<PAGE>
     (f)  Purchase of EPW. The Covenant  shall not apply to a Employee after the
          Employee,  alone or with others, purchases EPW or after there has been
          a "change of  control" in  accordance  with the First Right of Refusal
          Agreement  between  Employee  and  Pinelias   Bancshares   Corporation
          executed and dated contemporaneously herewith.

     (g)  Termination of Employee.  If Employee is terminated from Employment by
          EPW as a result of a material breach pursuant to subsection 14(e)(iii)
          of  employment  agreement,  then  subsection  13(a)(i) of the Covenant
          shall not apply to Employee.

14.  Termination.  Employment  of the  Employee  under  this  Agreement  will be
     terminated:

     (a)  By the Employee's death.

     (b)  If the Employee is Totally Disabled.

          i)   For the purpose of this  Agreement,  the Employee will be Totally
               Disabled  if  the   Employee  (1)  has  been   declared   legally
               incompetent  by a final  court  decree  (the date of such  decree
               being  deemed to be the date on which the  disability  occurred),
               (2) receives  disability  insurance  benefits from any disability
               income insurance policy maintained by EPW for a period of six (6)
               consecutive months, or (3) has been found to be disabled pursuant
               to a Disability Determination.

          ii)  A Disability  Determination  means a finding  that the  Employee,
               because of a medically  determinable  disease,  injury,  or other
               mental or physical disability, is unable to perform substantially
               all of his  regular  duties to EPW and that such  disability  has
               lasted at least,  six (6) months.  The  Disability  Determination
               shall be based on the written  opinion of the  physician  regular
               attending the Employee whose disability is in question.

          (iii)If EPW disagrees  with the opinion of this  physician (the "First
               Physician"),  it may engage at its own expense another  physician
               (the "Second  Physician")  to examine the Employee.  If the First
               and Second Physicians agree in writing that the Employee is or is
               not disabled,  their written opinion shall,  'except as otherwise
               set  forth in this  subsection,  be  conclusive  on the  issue of
               disability.

          iv)  If the First and Second Physicians  disagree on the disability of
               the Employee,  is not Totally Disabled,  EPW shall have the right
               to  request  additional  Disability  Determinations  provided  it
               agrees to pay all the expenses of the  Disability  Determinations
               and does not request an additional Disability  Determination more
               frequently than once every six (6) months.

          v)   If there is a conclusive finding that the Employee is not Totally
               Disabled,   EPW  shall  have  the  right  to  request  additional
               Disability  Determinations  provided  it  agrees  to pay  all the
               expenses of the Disability Determinations and does not request an
               additional  Disability  Determination  more  frequently than once
               every six (6) months.


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<PAGE>
          vi)  In  conjunction  with a  Disability  Determination,  the Employee
               hereby consents to any required medical  examination,  and agrees
               to furnish any medical  information  requested  by any  examining
               physician and to waive any applicable physician-patient privilege
               that may arise because of such examination.

          vii) All physicians except the First Physician must be board-certified
               in the  specialty  most  closely  related  to the  nature  of the
               disability alleged to exist.

     (c)  At the election of the Employee upon six (6) months advance notice.

     (d)  By mutual agreement of the Employee and EPW.

     (e)  By EPW for Just Cause.  For purposes of this  Agreement,  "Just Cause"
          shall mean only the following:

     i)   a  final  non-appealable  conviction  of or a plea of  guilty  or nolo
          contendere by the Employee to a felony or misdemeanor involving fraud,
          embezzlement,  theft,  or dishonesty  or other such  criminal  conduct
          against EPW or others,

     ii)  habitual  neglect of the Employee's  duties or failure by the Employee
          to  perform or  observe  any  substantial  lawful  obligation  of such
          employment  that is not remedied  within thirty (3) days after written
          notice thereof from EPW or its Board of Directors, or

     iii) any  material  breach by the  Employee of this  Agreement  that is not
          remedied within thirty (30) days after written notice thereof from EPW
          or its Board of Directors.

     (f)  On December 31, 1999 if the  Employee  has not renewed the  Employment
          Agreement  in  writing  by July  1,  1999.  Employee  may  renew  this
          Agreement  for a 3 year  term  from  December  31,  1999  if  Employee
          affirmatively states (prior to or on July 1, 1999), in writing, to the
          Board of EPW that  Employee  wishes to renew  this  Agreement.  In the
          event of such renewal,  Employee will no longer participate in the EPW
          Stock  Option  Plan or the cash  bonus  provided  in Section 7 of this
          Agreement  but  shall  participate  in any  bonus  plan for the  Trust
          Department of United Bank and Trust Company and EPW will be treated as
          part of the Trust Department for these purposes.

     (g)  On or after  December 31, 2002,  by either party upon three (3) months
          notice to the other.

15.  Life Insurance.  EPW shall provide a minimum of $900,000.00 (WAE), $900,000
     (JHP),  $675,000.00  (JPW)  in  life  insurance  which  shall  include  the
     (convertible)  whole life policy  issued by  Massachusetts  Mutual,  policy
     number  7041723  (WAE),  policy  number  7041733  (JHP),  and policy number
     9754602  (JPW)  with  a  current  death  benefit  of   $265,061.00   (WAE),
     $267,938.00  (JHP) and $200,756.00  (JPW).  Upon termination of employment,
     employee,  at its  option,  may  require  EPW to assign the life  insurance
     policies to suc~ployee provided any such policies are assignable at no cost
     to EPW. & 1~~ ~




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<PAGE>
16.  Resignation From Offices Upon  Termination.  In the event of termination of
     this Agreement  other than for death,  the Employee hereby agrees to resign
     from all positions held in EPW.  Positions to be resigned  include  without
     limitations,  any position as officer,  agent, trustee or consultant of EPW
     or any affiliate of EPW (excluding  PBC). If at the time of termination the
     Employee is a member of the Board of Directors  of PBC the  Employee  shall
     remain as director thereof.

17.  Waiver.  A Party's  failure to insist on compliance or  enforcement  of any
     provision   of  this   Agreement,   shall  not  affect  the   validity   or
     enforceability  or  constitute  a  waiver  of  future  enforcement  of that
     provision or of any other  provision of this Agreement by that party or any
     other party.

18.  Governing  Law.  This  Agreement  shall in all  respects be subject to, and
     governed by, the laws of the State of Florida.

19.  Severability.  The  invalidity  or  enforceability  of any provision in the
     Agreement shall not in any way affect the validity or enforceability of any
     other provision and this Agreement shall be construed in all respects as if
     such invalid or enforceable provision had never been in the Agreement.

20.  Notice.  Any and all notices  required or permitted  herein shall be deemed
     delivered if delivered  personally  or if mailed by registered or certified
     mail to EPW at its  principal  place of business and to the Employee at the
     address  hereinafter  set forth following the Employee's  signature,  or at
     such other address or addresses as either party may hereafter  designate in
     writing to the other.

21.  Assignment.  The rights and  benefits of either of the  parties  under this
     Agreement may not be assigned, nor the burdens delegated, without the prior
     written consent of the other party.

22.  Amendments.  This Agreement may be amended at any time by mutual consent of
     the  parties  hereto,  with any such  amendment  to be  invalid  unless  in
     writing, signed by EPW and the Employee.

23.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
     understanding  by and  between  the  Employee  and EPW with  respect to the
     employment of Employee, and no representations,  promises,  agreements,  or
     understandings, written or oral, relating to the employment of the Employee
     by EPW not contained herein shall be of any force or effect.  The terms and
     provisions  of any  employee  manual  or  handbook  are  not a part of this
     Agreement.

24.  Burden and Benefit.  This Agreement  shall be binding upon, and shall inure
     to the benefit of, EPW and Employee,  and their respective heirs,  personal
     and legal representatives, successors, and assigns.

25.  References  to Gender and  Number  Terms.  In  construing  this  Agreement,
     feminine or number  pronouns  shall be substituted  for those  masculine in
     form and vice versa, and plural terms shall be substituted for singular and
     singular for plural in any place in which the context so requires.

26.  Headings.   The  various  headings  !n  this  Agreement  are  inserted  for
     convenience only and are not part of the Agreement.


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<PAGE>

     IN WITNESS  WHEREOF,  the parties have executed this Agreement in duplicate
at St. Petersburg, Florida, effective the day and year first above written.

     /s/William A. Eickhoff
_________________________________________________
Eickhoff, Pieper and Willoughby, Inc.
     William A. Eickhoff, as its Chairman and CEO
     (Corporate Seal)

Address of EPW for notice purposes:

John H. Pieper
Address        
Employee for notice purposes:

(Seal)

Exhibits:

10   - EPW Stock Option Plan