EXHIBIT 10.4


                       AMENDMENT TO FIRST BANK OF FLORIDA
                           CHANGE OF CONTROL AGREEMENT


This  Amendment is made effective as of April 21, 1998 by and between First Bank
of Florida  (the  "Association")  and  _________  ("Executive"),  amending  that
certain Change of Control Agreement dated May 20, 1997 (the "Agreement").

In consideration of the mutual covenants, terms and conditions herein set forth,
the Agreement is amended, effective on the date hereof, as follows:

1)   Section 3(a) shall be amended by substituting  the following for clause (B)
     of the first sentence thereof:

     "(B) the higher of the highest  bonus  (annual or  otherwise)  or incentive
     payment  earned by or accrued in respect of Executive  during or in respect
     of either (i) any of the three years  immediately  preceding that in which,
     or (ii) the year in which,  the Date of  Termination  occurs or the highest
     bonus  (annual or  otherwise)  or incentive  payment so earned during or in
     respect of either (x) any of the three years immediately  preceding that in
     which,  or (y) the year in which,  the Change of Control of the Association
     occurs."

2)   The following shall be added at the end of Section 4 of the Agreement:

     "(c) If within  fifteen (15) days after any Notice of Termination is given,
     or, if  later,  prior to the Date of  Termination  (as  determined  without
     regard  to  this  Section  4(c)),   the  party  receiving  such  Notice  of
     Termination  notifies the other party that a dispute exists  concerning the
     termination, the Date of Termination shall be extended until the earlier of
     (i) the date on which the term of this  Agreement  ends or (ii) the date on
     which the dispute is finally  resolved,  either by mutual written agreement
     of the parties or by a final judgment,  order or decree of an arbitrator or
     a court of competent  jurisdiction (which is not appealable or with respect
     to which the time for appeal  therefrom  has expired and no appeal has been
     perfected);  provided,  however,  that  the  Date of  Termination  shall be
     extended by a notice of dispute given by the Executive  only if such notice
     is given in good faith and the  Executive  pursues the  resolution  of such
     dispute with reasonable diligence.

     (d) If a  purported  termination  occurs  following a Change of Control and
     during the term of this  Agreement and the Date of  Termination is extended
     in accordance with Section 4(c) hereof,  the Association  shall continue to
     pay Executive the full  compensation  in effect when the notice giving rise
     to the  dispute  was given  (including,  but not  limited  to,  salary) and
     continue  Executive  as a  participant  in  all  compensation,  benfit  and
     insurance plans in which Executive was participating when the notice giving
     rise to the dispute was given, until the Date of Termination, as determined
     in  accordance  with Section  4(c) hereof.  Amounts paid under this Section
     4(d) are in addition  to all other  amounts  due under this  Agreement  and
     shall not be offset  against  or reduce  any other  amounts  due under this
     Agreement."

All other terms and  conditions of the Agreement  shall remain in full force and
effect.

IN WITNESS  WHEREOF,  First Bank of Florida  has  caused  this  Amendment  to be
executed  by its duly  authorized  officer,  and  Executive  has  executed  this
Amendment, as of the day and year first above written.

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ATTEST:                                   FIRST BANK OF FLORIDA



                                         By:
- -----------------------------                 ----------------------------------




WITNESS



- -----------------------------             --------------------------------------
                                          Executive


                                          As to the Guarantee:

ATTEST:                                   FIRST PALM BEACH BANCORP., INC.


                                          By:
- -----------------------------                  ---------------------------------

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