**Exhibit 10.2**

**BANCSHARES OF FLORIDA, INC.**

**CHANGE IN CONTROL AGREEMENT**

***THIS CHANGE IN CONTROL AGREEMENT***(“Agreement”) is entered into by and between Bancshares of Florida, Inc. (“Employer”)and Roy N. Hellwege (“Employee”). 

***WHEREAS,***in recognition of Employee’s prior and continuing contribution toEmployer and its subsidiaries, Employer wishes to protect Employee’s position therewith in the manner provided in the Agreement in the event of a Change in Control of the Employer; 

***NOW, THEREFORE,***in consideration of Employee’s management position, contribution and responsibilities, Employer hereby agrees toprovide Employee with certain severance benefits as specifically provided herein. 

**SECTION 1 – DEFINITIONS**

(a) “Change in Control” means an event that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14Apromulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or any successor disclosure item; provided that, without limitation, such a Change in Control (as set forth in 12 U.S.C. Section 1841 (a)(2) of the BankHolding Company Act of 1956, as amended) shall be deemed to have occurred if any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of Employer: (i)directly or indirectly, or acting in concert through one or more other persons, owns, controls, or has power to vote 25% or more of any class of the then outstanding voting securities of Employer; or (ii) controls in any manner the election of thedirectors of Employer. For purposes of this Agreement, a “Change in Control” shall be deemed not to have occurred in connection with a reorganization, consolidation, or merger of Employer whereby the stockholders of Employer, immediatelybefore the consummation of the transaction, will own over 50% of the total combined voting power of all classes of stock entitled to vote of the surviving entity immediately after the transaction. 

(b) Termination for “just cause” means termination because of Employee’s personal dishonesty, incompetence, insubordination, misconduct orconduct which negatively reflects upon the Employer, breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or finalcease-and desist order. In determining “incompetence,” the acts or omissions shall be measured against standards generally prevailing in the banking industry. No act, or failure to act on Employee’s part, shall be considered“willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of Employer; provided that any act or omission to act onEmployee’s behalf in reliance upon advice or written opinion of Employer’s counsel shall not be deemed to be willful. 

 

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(c) “Protected Period” means the term of this Agreement and six months following terminationhereof if Employee is employed by Employer at the time Employee first learns of a potential Change in Control, which is later consummated. 

**SECTION 2 – TERM OF AGREEMENT**

This Agreement shall remain in effect for two years commencing on September 1, 2006,and terminating on August 31, 2008, unless extended or terminated in accordance with the terms and conditions set forth in Section 8 herein. 

**SECTION 3 – PAYMENTS TO EMPLOYEE UPON CHANGE IN CONTROL**

Following a Change in Control and within the ProtectedPeriod, if either (i) Employer terminates Employee’s employment without “just cause;” or (ii) Employee terminates his own employment because Employee has not been offered employment at a comparable salary and position, Employee shallbe entitled to receive the termination benefits described in Section 4 hereof. 

**SECTION 4 – TERMINATION BENEFITS**

(a) Upon a termination described in Section 3, Employer or its successor(s) shall pay Employee, or in the event of Employee’s subsequent death, hisestate, as severance pay, a sum equal to two-and-one-half years of his “highest annual base salary.” For purposes of this Agreement, Employee’s “highest annual base salary” shall mean the Employee’s highest base salaryduring the three years immediately preceding Employee’s termination. Such payment shall be made in one lump sum payment within ten business days of such a termination of employment. 

(b) Upon a termination described in Section 3, Employer or its successor(s) shall continue to provide life, health, and disability coverage(“Coverage”) comparable to the coverage maintained by Employer for Employee prior to his severance. Such Coverage shall cease upon the earlier of Employee obtaining new employment and receiving Coverage through another employer, whichprovides comparable coverage, or six months from the date of Employee’s termination. 

**SECTION 5 – SUSPENSION OF OBLIGATIONS**

(a) If Employee is suspended from office and/or temporarily prohibited from participating in the conduct of Employer’s affairspursuant to an action brought by the Florida Office of Financial Regulation, Office of the Comptroller of the Currency, Office of Thrift Supervision, or the Federal Deposit Insurance Corporation (any referred to herein as a “RegulatoryAgency”), Employer’s obligations under this Agreement shall be suspended as of the date of such action. The obligations of this Agreement shall be reinstated if the charges of the Regulatory Agency are subsequently dismissed, or if theEmployee is otherwise determined to be not guilty of such charges. 

(b) If Employee is removed from office and/or permanently prohibitedfrom participating in the conduct or affairs of Employer by a final order resulting from an action brought by a Regulatory Agency, all obligations of Employer under this Agreement shall terminate as of the effective date of such order. 

 

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**SECTION 6 – NOTICE OF TERMINATION**

Any purported termination by Employer or by Employee shall be communicated by a Notice of Termination to the other party hereto. For purposes of thisAgreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to providea basis for termination of Employee’s employment under the provision so indicated. 

**SECTION 7 – AGREEMENT NOT TO COMPETE**

(a) In consideration of the benefits and protections provided under this Agreement, Employee agrees that while currently employed bythe Employer and for a period of six months following the termination of Employee’s employment for any reason other than that contemplated by Section 3, Employee shall not become employed, directly or indirectly, whether as an employee,independent contractor, consultant, or otherwise, with any federally-insured financial institution, financial holding company, bank holding company, or other financial services provider located in Broward, Collier, Hillsborough, Lee, Miami-Dade, orPalm Beach Counties, Florida that offers similar products or services as those offered by the Employer, or with any person or entity whose intent it is to organize another such company or entity located in Broward, Collier, Hillsborough, Lee,Miami-Dade, or Palm Beach Counties, Florida. 

(b) Employee hereby agrees that the duration of the anti-competitive covenant set forthherein is reasonable, and that its geographic scope is not unduly restrictive. 

(c) The parties acknowledge and agree that money damagescannot fully compensate Employer in the event of Employee’s violation of the provisions of this Section 7. Thus, in the event of a breach of any of the provisions of this Section 7, Employee agrees that Employer, upon application to a court ofcompetent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms and provisions of this Section 7. Employee’s sole remedy, in the event of the wrongful entry of such injunction, shall be thedissolution of such injunction and any costs as provided for in Section 10 herein. Employee hereby waives any and all claims for damages by reason of the wrongful issuance of any such injunction. 

**SECTION 8 – MODIFICATION AND WAIVER**

(a) This Agreement may not be modified or amended except as agreed to in writing by the parties hereto. 

(b) No term or conditionof this Agreement shall be deemed to have been waived, nor shall there be any estoppels against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such writtenwaiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition in the future, or as toany act other than that specifically waived. 

 

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**SECTION 9 – ARBITRATION**

The parties agree that, except for the specific remedies for injunctive relief as contained in Section 7, any controversy or claim arising out of orrelating to this Agreement or any breach hereof, including, without limitation, any claim that this Agreement or any portion hereof is invalid, illegal, or otherwise voidable, shall be submitted to binding arbitration before and in accordance withthe rules of the American Arbitration Association and judgment upon the determination and/or award of such arbitrator(s) may be entered in any court having jurisdiction thereof. Provided, however, that this Section shall not be construed to permitthe award of punitive damages to either party. The venue of any arbitration shall be in Collier County, Florida. 

**SECTION 10 –ATTORNEYS’ FEES**

In the event of any proceeding occurring out of or involving this Agreement, the prevailing party shall beentitled to the recovery of reasonable attorneys’ fees, expenses, and costs, including fees and costs to enforce an award. 

**SECTION11 – SEVERABILITY**

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

**SECTION 12 –HEADINGS FOR REFERENCE ONLY**

The headings of the Sections herein are included solely for convenience of reference and shall not controlthe meaning or the interpretation of any of the provisions of this Agreement. 

**SECTION 13 – APPLICABLE LAW AND VENUE**

This Agreement shall be governed in all respects and be interpreted by and under the laws of the State of Florida. Any litigation regarding thisAgreement shall be brought in the appropriate court in Collier County, Florida. 

**SECTION 14 – SUCCESSORS**

Employer shall require any successor to the business and/or assets of Employer in connection with a Change in Control to assume and agree to perform itsobligations under this Agreement in writing. 

 

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**SECTION 15 – NO CONTRACT OF EMPLOYMENT**

This Agreement shall not, under any circumstances, be deemed to constitute an employment contract between Employer and Employee or to be in considerationof or an inducement for the continued employment of Employee. Nothing contained in this Agreement shall be deemed to give Employee the right to be retained in the service of Employer, or to interfere with the right of Employer to discharge Employeeat any time. 

**SECTION 16 – LIMITATION OF RIGHTS**

Neither this Agreement, nor any amendment hereof, nor the payment of any benefits hereunder shall be construed as giving Employee or any other person any legal or equitable right against Employer except as expresslyprovided herein. 

**IN WITNESS WHEREOF,**Employer has duly executed this Agreement this 19 day of September, 2006. 
**EMPLOYEE**  **BANCSHARES OF FLORIDA, INC.**
*/s/ Roy N. Hellwege*
   By:  
*/s/ Michael L. McMullan*

Roy N. Hellwege
     Michael L. McMullan     President and Chief Executive Officer
 

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