Exhibit 10(a)

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  (the  "Agreement"),  made  this day of 1999,  by and among
Indian River Banking Company, a registered bank holding company ("the Company"),
Indian River  National  Bank, a national  banking  association  and wholly owned
subsidiary  of the  Company  with its main office in Vero  Beach,  Florida  (the
"Bank"), and William A. High (the "Officer").

                               W I T N E S S E T H

     WHEREAS, the Board of Directors ("Board") of the Bank desires to retain the
services  of the Officer as the  President  and Chief  Executive  Officer of the
Bank, and the Board of the Company desires to retain the services of the Officer
as the President and Chief  Executive  Officer of the Company,  and each desires
that the Officer serve as a member of the respective Board of Directors.

     WHEREAS,  the Officer  desires to serve as  President  and Chief  Executive
Officer of the Company and the Bank and as a member of their  respective  Boards
of Directors.

     WHEREAS,  the Officer and the respective Boards of the Bank and the Company
desire to enter into an Agreement  setting forth the terms and conditions of the
employment of the Officer and the related rights and  obligations of each of the
parties.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, it is agreed as follows:

1.  Employment.  The Officer is employed as the  President  and Chief  Executive
Officer of the Company and of the Bank,  reporting  directly to their respective
Boards.  Subject to Board direction,  the Officer shall have  responsibility for
the general  management  and control of the business and affairs of the Company,
the Bank, and their  respective  subsidiaries,  and shall perform all duties and
shall have all powers  which are  commonly  incident to the offices of President
and Chief  Executive  Officer  or which,  consistent  with  those  offices,  are
delegated to him by the respective Board. The Officer's duties include,  but are
not limited to:

     a.   Making  recommendations  to  the  Boards  concerning  the  strategies,
          capital structure,  tactics, and general operations of the Company and
          the Bank;

     b.   Managing the day-to-day operations of the Company and the Bank;

     c.   Supervising other officers and employees of the Company and the Bank;

     d.   Promoting the Company and the Bank and their services;

     e.   Managing  the  efforts  of the  Company  and the Bank to  comply  with
          applicable laws and regulations; and

     f.   Providing complete,  timely, and accurate reports to the Boards of the
          Company and the Bank regarding the material  affairs and the condition
          of the Company and the Bank, respectively.

2.  Location and  Facilities.  The Officer  will be  furnished  with the working
facilities and staff customary for executive  officers with the title and duties
set forth in Section 1 and as are necessary  for him to perform his duties.  The
location of such  facilities and staff shall be at the principal  administrative
offices of the  Company and the Bank,  or at such other site or sites  customary
for such offices.


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3.   Term.

     a.   The term of this Agreement  shall be (i) the initial term,  consisting
          of the period commencing on the date of this Agreement (the "Effective
          Date") and ending  immediately  prior to the third  anniversary of the
          Effective  Date,  plus (ii) any and all extensions of the initial term
          made pursuant to this Section 3.

     b.   On each  anniversary  of the Effective  Date prior to a termination of
          the Agreement,  the term under this Agreement shall be extended for an
          additional  one-year period beyond the then effective  expiration date
          without action by any party,  provided that neither the Company or the
          Bank, on the one hand, nor the Officer, on the other, shall have given
          written notice at least sixty (60) days prior to such anniversary date
          of its or his desire that the term not be extended.  The Boards of the
          Company and the Bank will  review the  Officer's  performance  and the
          advisability  of extending the term of this  Agreement at a meeting or
          meetings at least ninety (90) days prior to each anniversary date.

4.   Base Compensation.

     a.   The Company  and the Bank agree to pay the Officer  during the term of
          this Agreement a salary at the rate of $150,000 per annum,  payable in
          cash  not  less  frequently  than  monthly,  as  may  be  adjusted  in
          accordance with this Section 4.

     b.   The Boards of the Company and the Bank shall review  annually the rate
          of the Officer's salary based upon factors they deem relevant, and may
          maintain or increase  his salary,  provided  that no such action shall
          (i) reduce the rate of salary below $150,000,  or (ii) reduce the rate
          of salary  paid to the  Officer  for any months  prior to the month in
          which  notice of the  reduction is provided in writing to the Officer,
          and provided  further that the Officer's  salary shall be increased on
          each  anniversary of the effective  date by a percentage  equal to the
          percentage  change in the Consumer  Price Index (All Urban  Consumers)
          ("CPI-U") over the last twelve-month  period for which such CPI-U data
          is available prior to such  anniversary  date (as adjusted for changes
          in CPI-U base years) up to a maximum of five percent per year.

     c.   In the  absence  of action by the  Board of both the  Company  and the
          Bank, the Officer shall continue to receive salary at the $150,000 per
          annum rate specified  herein or, if another rate has been  established
          under  the  provisions  of this  Section  4,  the rate  last  properly
          established  by action of the Board of the  Company  or the Bank under
          the provisions of this Section 4.

5.  Bonuses.  Unless the  Officer  agrees  otherwise,  he shall be  entitled  to
participate in discretionary  bonuses that the Board may award from time to time
to senior management employees pursuant to bonus plans or otherwise,  including,
without  limitation,  the Bank's 2000 Incentive Bonus Plan. A copy of the Bank's
2000 Incentive Bonus Plan is attached hereto as Exhibit I.

6. Benefit  Plans.  The Officer  shall be entitled to  participate  in such life
insurance,  medical,  dental,  pension, profit sharing, and retirement plans and
other  programs  and  arrangements  as may be approved  from time to time by the
Company or the Bank for the benefit of their respective employees.

7.   Vacation and Leave.

     a.   The Officer  shall be entitled to  vacations in  accordance  with Bank
          policy,  or  otherwise  as  approved by the Board,  provided  that the
          Officer  shall be  entitled  to paid  vacation of at least ten working
          days between the Effective Date and December 31, 1999, and of at least
          twenty working days for each calendar year thereafter.

     b.   In addition to paid vacations, the Officer shall be entitled,  without
          loss of pay, to absent himself voluntarily from the performance of his
          employment for such additional  periods of time and for such valid and
          legitimate  reasons  as the Board of the  Company  and the Bank may in
          their discretion  determine.  Further, the Board of the Company or the
          Bank may grant to the  Officer a leave or leaves


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          of absence,  with or without  pay, at such time or times and upon such
          terms and conditions as such Boards in their discretion may determine.

8. Expense Payments and Reimbursements.  The Officer shall be reimbursed for all
reasonable  out-of-pocket  business  expenses  that he shall incur in connection
with his services under this Agreement upon  substantiation  of such expenses in
accordance with applicable policies of the Company or the Bank.

9.   Loyalty and Confidentiality.

     a.   During the term of this  Agreement  the Officer:  (i) shall devote all
          his time, attention, skill, and efforts to the faithful performance of
          his duties hereunder;  provided,  however, that from time to time, the
          Officer  may serve on the boards of  directors  of, and hold any other
          offices or positions  in,  companies or  organizations  which will not
          present any  conflict of interest  with the Company or the Bank or any
          of  their   subsidiaries   or  affiliates,   unfavorably   affect  the
          performance of Officer's duties pursuant to this Agreement, or violate
          any applicable statute or regulation; and (ii) shall not engage in any
          business or activity  contrary to the business affairs or interests of
          the Company or the Bank.

     b.   Nothing  contained  in this  Agreement  shall  prevent  or  limit  the
          Officer's right to invest in the capital stock or other  securities of
          any  business  dissimilar  from that of the Company and the Bank,  or,
          solely as a passive, minority investor, in any business.

     c.   The Officer  agrees to  maintain  the  confidentiality  of any and all
          information  concerning  the  operation  or  financial  status  of the
          Company  and  the  Bank;  the  names  or  addresses  of any  of  their
          borrowers,  depositors and other customers; any information concerning
          or obtained from such customers;  and any other information concerning
          the  Company or the Bank to which he may be exposed  during the course
          of his employment. The Officer further agrees that, unless required by
          law or  specifically  permitted by the Company or the Bank in writing,
          he will not  disclose  to any  person  or  entity,  either  during  or
          subsequent to his employment,  any of the above-mentioned  information
          which is not generally  known to the public,  nor shall he employ such
          information  in any way other than for the  benefit of the Company and
          the Bank.

10.  Termination and Termination  Pay.  Subject to Section 11 of this Agreement,
the Officer's employment under this Agreement may be terminated in the following
circumstances:

     a.   Death.  The Officer's  employment under this Agreement shall terminate
          upon his death during the term of this  Agreement,  in which event the
          Officer's  estate shall be entitled to receive the compensation due to
          the Officer  through the last day of the  calendar  month in which his
          death occurred.

     b.   Retirement.  This  Agreement  shall be  terminated  upon the normal or
          early  retirement of the Officer under the retirement  benefit plan or
          plans in which he participates pursuant to Section 6 of this Agreement
          or otherwise.

     c.   Disability.  The Company,  the Bank,  or the Officer may terminate the
          Officer's   employment   after  having   established   the   Officer's
          Disability.  For  purposes  of this  Agreement,  "Disability"  means a
          physical or mental  infirmity  that impairs the  Officer's  ability to
          substantially perform his duties under this Agreement and that results
          in the Officer's becoming eligible for long-term  disability  benefits
          under the Company's or the Bank's  long-term  disability  plan (or, if
          the Company or the Bank has no such plan in effect,  that  impairs the
          Officer's  ability to  substantially  perform  his  duties  under this
          Agreement for a period of one-hundred-eighty consecutive days). In the
          event of such Disability, the Officer's obligation to perform services
          under this Agreement will terminate. In the event of such termination,
          the Officer shall be entitled to receive the compensation and benefits
          provided for under this  Agreement  for any period  during the term of
          this Agreement and prior to the date of  termination  pursuant to this
          Section  10.c.  during  which  the  Officer  is  unable to work due to
          physical  or mental  infirmity  (less any  amounts  which the  Officer
          receives under any disability  insurance  maintained by the Company or
          the Bank with respect to such  period).  The Boards of the Company and
          the Bank


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<PAGE>

          shall  determine  whether or not the  Officer is and  continues  to be
          permanently  disabled  for  purposes of this  Agreement in good faith,
          based  upon  competent  medical  advice  and other  factors  that they
          reasonably  believe to be relevant.  As a condition  to any  benefits,
          such  Board may  require  the  Officer to submit to such  physical  or
          mental evaluations and tests as it deems reasonably appropriate.

     d.   Just Cause.

          i.   The Board of the  Company or the Bank may,  by written  notice to
               the Officer in the form and manner  specified in this  paragraph,
               immediately  terminate  his  employment  with the  Company or the
               Bank,  respectively,  at any time,  for Just  Cause.  The Officer
               shall have no right to receive compensation or other benefits for
               any period  after  termination  for Just Cause  except for vested
               benefits.  Termination  for "Just Cause"  shall mean  termination
               because of, in the good faith  determination  of the Company's or
               the Bank's Board,  the Officer's:
               (1)  Personal dishonesty;
               (2)  Incompetence;
               (3)  Willful misconduct;
               (4)  Breach of fiduciary duty involving personal profit;
               (5)  Intentional failure to perform duties under this Agreement;
               (6)  Other,  continuing  material  failure to perform  his duties
                    under this Agreement after  reasonable  notification  (which
                    shall be stated in writing and given at least  fifteen  days
                    prior to  termination)  by the Board of the  Company  or the
                    Bank of such failure;
               (7)  Willful violation of any law, rule or regulation (other than
                    traffic   violations  or  similar  offenses)  that  reflects
                    adversely  on  the   reputation  of  the  Bank,  any  felony
                    conviction,  any violation of law involving moral turpitude,
                    or any violation of a final cease-and-desist order; or
               (8)  Material  breach by the  Officer  of any  provision  of this
                    Agreement.

          ii.  Notwithstanding the foregoing, the Officer shall not be deemed to
               have been  terminated  for Just Cause by the  Company or the Bank
               unless there shall have been delivered to the Officer a copy of a
               resolution duly adopted by the affirmative  vote of not less than
               a majority of the entire  membership  of the Board of the Company
               or the Bank at a meeting  of such  Board  called and held for the
               purpose   (after   reasonable   notice  to  the  Officer  and  an
               opportunity  for the  Officer  to be  heard  before  the  Board),
               finding that in the good faith  opinion of such Board the Officer
               was  guilty  of  conduct   described  above  and  specifying  the
               particulars thereof.

     e.   Certain Regulatory Events.

          i.   If the  Officer is removed  and/or  permanently  prohibited  from
               participating  in the  conduct of the Bank's  affairs by an order
               issued under Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit
               Insurance Act ("FDIA") (12 U.S.C. ss.ss.  1818(e)(4) and (g)(1)),
               all  obligations of the Bank under this Agreement shall terminate
               as of the effective  date of the order,  but vested rights of the
               parties shall not be affected.

          ii.  If the Bank is in  default  (as  defined  in  Section  3(x)(1) of
               FDIA),  all  obligations of the Bank under this  Agreement  shall
               terminate  as of the date of  default,  but vested  rights of the
               parties shall not be affected.

          iii. If a notice served under  Sections  8(e)(3) or (g)(1) of the FDIA
               (12  U.S.C.   ss.ss.   1818(e)(3)  and  (g)(1))  suspends  and/or
               temporarily  prohibits  the  Officer  from  participating  in the
               conduct of the Bank's affairs,  the Bank's obligations under this
               Agreement  shall be  suspended  as of the  date of such  service,
               unless stayed by appropriate  proceedings.  If the charges in the
               notice are dismissed,  the Bank may, in its  discretion,  (i) pay
               the Officer all or part of the  compensation  withheld  while its
               contract


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               obligations  were  suspended,  and (ii) reinstate (in whole or in
               part) any of its obligations which were suspended.

     The occurrence of any of the events  described in paragraphs i, ii, and iii
above may be  considered  by the Board of the Company or the Bank in  connection
with a termination for Just Cause.

     f.  Voluntary  Termination  by Officer.  In addition to his other rights to
terminate under this Agreement, the Officer may voluntarily terminate employment
with the Bank and the Company  during the term of this  Agreement  upon at least
sixty-days'  prior  written  notice to each of their  Boards,  in which case the
Officer shall receive only his compensation, vested rights and employee benefits
up to the date of his termination.

     g. Without Just Cause or With Good Reason.

          i.   In addition to  termination  pursuant  to Section  10.a.  through
               10.f. the Board of the Company or the Bank may, by written notice
               to the Officer,  immediately  terminate his  employment  with the
               Company or the Bank, respectively, at any time for a reason other
               than Just Cause (a  termination  "Without Just  Cause");  and the
               Officer  may, by written  notice to the Boards of the Company and
               the Bank, immediately terminate this Agreement at any time within
               ninety days  following an event of "Good Reason" as defined below
               (a termination "With Good Reason").

          ii.  Subject to Section 11 hereof,  in the event of termination  under
               this Section 10.g.,  the Officer shall be entitled to receive the
               salary for the  remaining  term of the  Agreement,  including any
               renewals or  extensions  thereof,  at the highest  annual rate in
               effect  pursuant  to Section 4 of this  Agreement  for any of the
               twelve months immediately preceding the date of such termination,
               plus annual cash bonuses for each year  (prorated in the event of
               partial years)  remaining  under such term at the amount received
               by the Officer in the calendar year  preceding  the  termination.
               The sum due under this  Section  10.g.  shall be paid in one lump
               sum within ten calendar days of such  termination.  Also, in such
               event,   the  Officer  shall,  for  the  remaining  term  of  the
               Agreement,  continue to  participate  in any benefit plans of the
               Company and the Bank that provide health  (including  medical and
               dental), life or disability  insurance,  or similar coverage upon
               terms no less favorable than the most favorable terms provided to
               senior officers of the Bank during such period.

          iii. "Good Reason" shall exist if, without  Officer's  express written
               consent,  the  Company or the Bank  materially  breach any of its
               respective obligations under this Agreement.  Without limitation,
               such a material  breach  shall be deemed to occur upon any of the
               following:

               (1)  A material  reduction in the Officer's  responsibilities  or
                    authority,  or a requirement  that the Officer report to any
                    person or group other than the Boards of the Company and the
                    Bank  (or  any  other   effective   reduction  in  reporting
                    responsibilities) in connection with his employment with the
                    Company or the Bank;
               (2)  Assignment  to the  Officer  of  duties  of a  non-executive
                    nature or duties for which he is not reasonably  equipped by
                    his skills and experience;
               (3)  Failure of the  Officer to be  elected or  reelected  to the
                    Board of the Bank or the Company;
               (4)  A reduction  in salary or benefits  contrary to the terms of
                    this Agreement, or, following a Change in Control as defined
                    in Section 11 of this Agreement,  any reduction in salary or
                    material reduction in benefits below the amounts to which he
                    was entitled prior to the Change in Control;
               (5)  Termination  of  incentive  and benefit  plans,  programs or
                    arrangements, or reduction of the Officer's participation to
                    such an extent as to materially reduce their aggregate value
                    below their aggregate value as of the Effective Date.
               (6)  A  requirement  that  the  Officer  relocate  his  principal
                    business office or his principal place of residence  outside
                    of the  area  consisting  of a fifty  mile  radius  from the
                    current  main  office  and any  branch of the  Bank,  or the
                    assignment  to the Officer of duties  that would  reasonably
                    require such a relocation;

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               (7)  A requirement that the Officer spend more than thirty normal
                    working days away from the area  consisting  of a fifty mile
                    radius  from the  current  main office and any branch of the
                    Bank during any consecutive twelve-month period; or
               (8)  Failure to provide office facilities,  secretarial services,
                    and  other  administrative  services  to  Officer  which are
                    necessary  for the Officer to perform  his duties  hereunder
                    (excluding brief periods during which office  facilities may
                    be temporarily unavailable due to fire, natural disaster, or
                    other calamity).

          iv.  Notwithstanding the foregoing,  a reduction or elimination of the
               Officer's  benefits under one or more benefit plans maintained by
               the  Company  or  the  Bank  as  part  of a good  faith,  overall
               reduction  or  elimination  of such  plan or  plans  or  benefits
               thereunder  applicable to all  participants in a manner that does
               not   discriminate   against   the   Officer   (except   as  such
               discrimination  may be  necessary  to comply  with law) shall not
               constitute  an event of Good Reason or a material  breach of this
               Agreement,  provided  that benefits of the type or to the general
               extent as those offered under such plans prior to such  reduction
               or elimination are not available to other officers of the Company
               or the Bank or any company that  controls  either of them under a
               plan or plans in or under  which the  Officer is not  entitled to
               participate,    and   receive    benefits,    on   a   fair   and
               nondiscriminatory basis.

     h.   Continuing  Covenant not to Compete or Interfere  with  Relationships.
          Regardless of anything herein to the contrary, following a termination
          (i) upon retirement  pursuant to Section 10.b., (ii) due to Disability
          pursuant to Section  10.c.,  (iii) for Just Cause  pursuant to Section
          10.d., or (iv) by the Officer pursuant to Section 10.f.:

          i.   The Officer's  obligations  under Section 9.c. of this  Agreement
               will continue in effect; and
<PAGE>

          ii.  During  the  greater  of (A)  remaining  term of  this  Agreement
               (determined  immediately  before  such  termination),  or (B) the
               period ending on the third  anniversary of such  termination) the
               Officer  shall not serve as an officer or director or employee of
               any bank holding company, bank, savings association,  savings and
               loan  holding  company,  or  mortgage  company  (any of which,  a
               "Financial   Institution")  which  Financial  Institution  offers
               products or services  competing with those offered by the Company
               or the Bank from any  office  within  fifty  miles  from the main
               office or any branch of the Bank and shall not interfere with the
               relationship of the Company or the Bank and any of its employees,
               agents, or representatives.

11.  Termination in Connection with a Change in Control.

     a.   For purposes of this Agreement,  a "Change in Control" shall be deemed
          to occur on the earliest of:

          i.   The  acquisition  by any entity,  person or group (other than the
               acquisition by a  tax-qualified  retirement plan sponsored by the
               Company  or the Bank) of  beneficial  ownership,  as that term is
               defined in Rule 13d-3 under the Securities  Exchange Act of 1934,
               of more than 25% of the outstanding  capital stock of the Company
               or the  Bank  entitled  to vote  for the  election  of  directors
               ("Voting Stock");

          ii.  The commencement by any entity,  person, or group (other than the
               Company or the Bank, a subsidiary  of the Company or the Bank, or
               a  tax-qualified  retirement plan sponsored by the Company or the
               Bank) of a tender offer or an exchange offer for more than 25% of
               the outstanding Voting Stock of the Company or the Bank;

          iii. The  effective  time  of (a) a  merger  or  consolidation  of the
               Company  or the Bank  with one or more  other  corporations  as a
               result of which the holders of the  outstanding  Voting  Stock of
               the Company or the Bank immediately prior to such merger exercise
               voting  control  over  less than 60% of the  Voting  Stock of the
               surviving  or  resulting  corporation,   or  (b)  a  transfer  of


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               substantially  all of the  property  of the  Company  or the Bank
               other than to an entity of which the  Company or the Bank owns at
               least 60% of the Voting Stock;

          iv.  Upon  the  acquisition  by any  entity,  person,  or group of the
               control  of the  election  of a  majority  of the  Bank's  or the
               Company's directors; and

          v.   At such time that,  during any period of two  consecutive  years,
               individuals  who at the beginning of such period  constitute  the
               Board of the  Company  or the Bank (the  "Continuing  Directors")
               cease for any reason to constitute at least  two-thirds  thereof,
               provided that any  individual  whose  election or nomination  for
               election  as a member of the Board was  approved  by a vote of at
               least two-thirds of the Continuing Directors then in office shall
               be considered a Continuing Director.

     b.   Termination.  If within the period  beginning  six months prior to and
          ending two years  after a Change in  Control,  (i) the  Company or the
          Bank shall terminate the Officer's  employment  Without Just Cause, or
          (ii) the Officer shall voluntarily  terminate his employment With Good
          Reason, the Company or the Bank shall, within ten calendar days of the
          termination of Officer's  employment,  make a lump-sum cash payment to
          him equal to 2.0 times the sum of (x) his annual salary at the highest
          annual  rate  in  effect  for  any of the  twelve  months  immediately
          preceding the date of such  termination,  plus (y) the amount of other
          compensation  received by him during the calendar  year  preceding the
          Change in Control. This cash payment is subject to adjustment pursuant
          to  Section  14 of this  Agreement,  and  shall be made in lieu of any
          payment also required under section 10.g. of this Agreement because of
          a termination in such period. The Officer's rights under Section 10.g.
          are not  otherwise  affected by this Section 11. Also,  in such event,
          the  Officer  shall,   for  two  (2)  calendar  years   following  his
          termination  of  employment,  continue to  participate  in any benefit
          plans of the  Company  and the Bank  that  provide  health  (including
          medical and dental), life or disability insurance, or similar coverage
          upon terms no less favorable than the most favorable terms provided to
          senior officers of the Bank during such period.

     c.   The  provisions  of Sections 11 and Sections 13 through 24,  including
          the  defined  terms used is such  sections,  shall  continue in effect
          until  the  later of the  expiration  of this  Agreement  or two years
          following a Change in Control.

12.  Indemnification and Liability Insurance.

     a.   Indemnification.  The  Company  and the Bank  agree to  indemnify  the
          Officer (and his heirs, executors, and administrators), and to advance
          expenses  related  thereto,  to the  fullest  extent  permitted  under
          applicable  law and  regulations  against  any and  all  expenses  and
          liabilities  reasonably  incurred by him in connection with or arising
          out of any action,  suit, or proceeding in which he may be involved by
          reason of his having  been a director or officer of the Company or the
          Bank or any of their subsidiaries (whether or not he continues to be a
          director  or officer at the time of  incurring  any such  expenses  or
          liabilities)  such  expenses and  liabilities  to include,  but not be
          limited to, judgements,  court costs, and attorney's fees and the cost
          of  reasonable  settlements,  such  settlements  to be approved by the
          Board of the Company or the Bank,  if such  action is brought  against
          the  Officer in his  capacity as an officer or director of the Company
          or the Bank or any of their subsidiaries.  Indemnification for expense
          shall not extend to matters for which the Officer has been  terminated
          for Just Cause.  Nothing  contained  herein shall be deemed to provide
          indemnification   prohibited   by   applicable   law  or   regulation.
          Notwithstanding  anything  herein to the contrary,  the obligations of
          this Section 12 shall  survive the term of this  Agreement by a period
          of six years.

     b.   Insurance.  During the period in which  indemnification of the Officer
          is required under this Section,  the Company or the Bank shall provide
          the  Officer  (and his  heirs,  executors,  and  administrators)  with
          coverage  under a directors'  and  officers'  liability  policy at the
          expense  of the  Company  or the  Bank,  at least  equivalent  to such
          coverage  provided to directors and senior  officers of the Company or
          the Bank, whichever is more favorable to the Officer.


                                       7
<PAGE>

13.  Reimbursement of Officer's Expenses to Enforce this Agreement.  The Company
or the  Bank  shall  reimburse  the  Officer  for  all  out-of-pocket  expenses,
including,  without  limitation,  reasonable  attorney's  fees,  incurred by the
Officer  in  connection  with  successful  enforcement  by  the  Officer  of the
obligations of the Company or the Bank to the Officer under this Agreement up to
a maximum of $50,000 Successful  enforcement shall mean the grant of an award of
money or the requirement that the Company or the Bank take some action specified
by this  Agreement  (i) as a result of court  order;  or (ii)  otherwise  by the
Company or the Bank  following an initial  failure of the Company or the Bank to
pay such money or take such action  promptly after written demand  therefor from
the  Officer  stating  the  reason  that such money or action was due under this
Agreement at or prior to the time of such demand.

14.  Adjustment of Certain Payments and Benefits.

     a.   In the event that  payments  pursuant  to this  Agreement  (including,
          without limitation,  any payment under any plan,  program,  option, or
          arrangement  referred  to in  Section  5 or 6 hereof  and the value of
          acceleration  of vesting or receipt of benefits  thereof) would result
          in the  imposition  of a penalty tax  pursuant to Section  280G,  such
          payments  shall be reduced to equal the  maximum  amount  which may be
          paid under Section 280G without  exceeding  such limits.  In the event
          any  such  reduction  in  payments  is  necessary,   the  Officer  may
          determine,  in his  sole  discretion,  which  categories  of  payments
          (including,   without   limitation,   the  value  of  benefits  or  of
          acceleration  of vesting or receipt of benefits or amounts)  are to be
          reduced or eliminated.

     b.   Payments made to the Officer  pursuant to this Agreement or otherwise,
          are subject to and  conditioned  upon their  compliance  with  Section
          18(k) of the  FDIA (12  U.S.C.  ss.  1828  (k),  relating  to  "golden
          parachute" and indemnification payments and certain other benefits.

15.  Injunctive  Relief.  If there is a breach or  threatened  breach of Section
10.h. of this Agreement or the prohibitions upon disclosure contained in Section
9.c. of this Agreement, the Company or the Bank and the Officer agree that there
is no adequate remedy at law for such breach,  and that the Company and the Bank
each shall be entitled to injunctive  relief  restraining  the Officer from such
breach or threatened  breach,  but such relief shall not be the exclusive remedy
hereunder for such breach.  The parties hereto  likewise agree that the Officer,
without  limitation,  shall be  entitled  to  injunctive  relief to enforce  the
obligations of the Company and the Bank under Section 11 of this Agreement.

16.  Successors and Assigns.

     a.   This  Agreement  shall inure to the benefit of and be binding upon any
          corporate  or other  successor  of the Company or the Bank which shall
          acquire, directly or indirectly, by merger, consolidation, purchase or
          otherwise,  all or  substantially  all of the  assets  or stock of the
          Company or the Bank.

     b.   Since the Bank and the  Company  are  contracting  for the  unique and
          personal  skills of the Officer,  the Officer shall be precluded  from
          assigning or delegating his rights or duties  hereunder  without first
          obtaining the written consent of the Bank and the Company.

17. No  Mitigation.  The Officer shall not be required to mitigate the amount of
any payment  provided  for in this  Agreement  by seeking  other  employment  or
otherwise  and no such  payment  shall be offset or reduced by the amount of any
compensation or benefits provided to the Officer in any subsequent employment.


                                       8
<PAGE>

18.  Notices.  All  notices,  requests,  demands  and  other  communications  in
connection  with this Agreement  shall be made in writing and shall be deemed to
have been given when  delivered by hand or 48 hours after mailing at any general
or branch United States Post Office,  by registered or certified  mail,  postage
prepaid,  addressed  as  follows,  or to such  other  address as shall have been
designated in writing by the addressee:

     a.   If to the Company or the Bank:
          Indian River Banking Company
          Indian River National Bank
          958 Twentieth Place
          Vero Beach, FL  32960
          Attention:        The Boards of Directors
          Copy to: Corporate Secretary

     b.   If to the Officer:
          William H. High

19. Joint and Severally Liability;  Payments by the Company and the Bank. To the
extent permitted by law, except as otherwise  provided  herein,  the Company and
the Bank shall be jointly  and  severally  liable for the payment of all amounts
due under this Agreement. The Company hereby agrees that it shall be jointly and
severally  liable  with the Bank for the  payment of all  amounts due under this
Agreement  and  shall  guarantee  the  performance  of  the  Bank's  obligations
thereunder, provided that the Company shall not be required by this Agreement to
pay to the Officer a salary or any bonuses or any other cash payments, except in
the  event  that the Bank  does  not  fulfill  the  obligations  to the  Officer
hereunder for such payments. The Company may, however, pay salary and bonuses as
deemed appropriate by its Board in the exercise of its discretion.

20. No Plan Created by this  Agreement.  The  Officer,  the Company and the Bank
expressly  declare and agree that this Agreement was  negotiated  among them and
that no provision or provisions  of this  Agreement are intended to, or shall be
deemed to,  create  any plan for  purposes  of the  Employee  Retirement  Income
Security Act or any other law or regulation,  and the Company,  the Bank and the
Officer each expressly waives any right to assert the contrary. Any assertion in
any judicial or administrative  filing,  hearing,  or process by or on behalf of
the  Officer or the  Company or the Bank that such a plan was so created by this
Agreement  shall be  deemed a  material  breach of this  Agreement  by the party
making such an assertion.

21.  Amendments.  No amendments or additions to this Agreement  shall be binding
unless  made in  writing  and  signed  by all of the  parties,  except as herein
otherwise specifically provided.

22.  Applicable Law. Except to the extent  preempted by Federal law, the laws of
the State of Florida shall govern this Agreement in all respects,  whether as to
its validity, construction, capacity, performance or otherwise.

23. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity  or  unenforceability  of any  provision  shall not  affect  the
validity or enforceability of the other provisions hereof.

24. Headings. Headings contained herein are for convenience of reference only.


                                       9
<PAGE>

25.  Entire  Agreement.  This  Agreement,  together  with any  understanding  or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof,  other than written agreements with respect to specific plans,  programs
or arrangements described in Sections 5 and 6.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date first set forth above.

                                          INDIAN RIVER NATIONAL BANK

                                          By:___________________________________

                                          Title:________________________________


                                          INDIAN RIVER BANKING COMPANY

                                          By:___________________________________

                                          Title:________________________________


                                          OFFICER

                                          --------------------------------------
                                          William A. High


                                       10