EXHIBIT 10.5


                  AMENDMENT TO FIRST PALM BEACH BANCORP., INC.
                              EMPLOYMENT AGREEMENT


This  Amendment is made effective as of April 21, 1998 by and between First Palm
Beach Bancorp, Inc. (the "Holding Company") 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)   The following shall be added at the end of Section 8 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  8(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 8(c) hereof,  the Holding Company 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  8(c) hereof.  Amounts paid under this Section
     8(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."

2)   The  following  shall be added at the end of the first  sentence of Section
     11(a) of the Agreement:

     "and except that the parties  understand  that Executive is also a party to
     an Employment  Agreement with the Association  dated of even date herewith,
     as such  agreement  may be amended from time to time,  and that the Holding
     Company has guaranteed the Association's obligations thereunder pursuant to
     paragraph 11 thereof."

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

     "Executive  shall not be  required  to  mitigate  the amount of any payment
     provided for in this  Agreement by seeking  other  employment or otherwise.
     Further,  except as expressly provided in Sections 4(b)(iii) and 5(c)(iii),
     the amount of any payment or benefit  provided for in this Agreement  shall
     not be reduced by any compensation earned or benefits received by Executive
     as the result of employment by another employer, by retirement benefits, by
     offset  against any amount  claimed to be owed by  Executive to the Holding
     Company, or otherwise."

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

IN WITNESS WHEREOF,  First Palm Beach Bancorp, Inc. 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.


ATTEST:                                    FIRST PALM BEACH BANCORP, INC.


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


WITNESS



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

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