Exhibit 10.7


                                 AMENDMENT NO. 3

                         FIRST PALM BEACH BANCORP, INC.
                        1993 INCENTIVE STOCK OPTION PLAN

     This amendment is made and entered into the date below written by the Board
of Directors of First Palm Beach Bancorp, Inc. effective as of June 1, 1998.

                                   WITNESSETH

     NOW  THEREFORE BE IT RESOLVED  that Section  9.1(b) of the First Palm Beach
Bancorp,  Inc. 1993  Incentive  Stock Option Plan be replaced in its entirety to
read as follows:

     "Upon exercise of a Limited Right,  the holder shall promptly  receive from
     the Holding Company a number of shares of Common Stock having a Fair Market
     Value on the date the Limited  Right is exercised  equal to (A) the excess,
     if any, of the Fair Market Value of the  underlying  shares of Common Stock
     on the date the Limited Right is exercised  over the Exercise  Price of the
     Option,  multiplied  by (B) the number of shares with respect to which such
     Limited Right is being exercised."

     NOTWITHSTANDING  this amendment or anything herein which might be construed
to the contrary,  no other sections of the First Palm Beach  Bancorp,  Inc. 1993
Incentive  Stock  Option  Plan shall be  affected in any way as a result of this
amendment.

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