Exhibit
        10.6
 
 **CHANGE
        OF CONTROL AGREEMENT**
 
 
 THIS
        CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this **21** **st** **** day
        of **November
        2002** ,
        by and
        among ATLANTIC BANCGROUP, INC. (“Company”), OCEANSIDE BANK (“Bank”) and **Barry
        W. Chandler** (“Executive”). The Bank and the Company are collectively referred to herein as
        the “Employer.”
 
 
 **INTRODUCTION**
 
 To
        encourage the Executive to remain an employee of the Employer and to protect
        the
        Executive in the event of a Change of Control, the Employer desires to provide
        a
        change of control benefit to the Executive.
 
 
 **AGREEMENT**
 
 The
        Employer and the Bank agree as follows:
 
 
 **Article
        1**
 **Definitions**
 
 Whenever
        used in this Agreement, the following words and phrases shall have the meanings
        specified:
 
 1.1  *“Base
        Annual Compensation”* shall
        mean the Executive’s average annualized compensation paid by the Employer, which
        was includible in the Executive’s gross income during the most recent five
        taxable years ending before the date of the Change of Control. This definition
        covers all amounts includible in compensation and defined as the Executive’s
“base amount” under Section 280G of the Code.
 
 1.2  *“Change
        of Control”* means an
        event that would be required to be reported in response to Item 6(e) of Schedule
        14A of Regulation 14A promulgated 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 Bank Holding 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 the Employer: (i) directly or indirectly, or acting 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 the Company or the Bank;
        or
        (ii) controls in any manner the election of the directors of the Company
        or the
        Bank. For purposes of this Agreement, a “Change of Control” shall be deemed not
        to have occurred in connection with a reorganization, consolidation, or merger
        of the Company or the Bank where the stockholders of the Employer, immediately
        before 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.
  
  1.3  *“Code”* means
        the Internal Revenue Code of 1986, as amended.
 
 1.4  *“Termination
        for Cause”* means
        termination because of Employee’s personal dishonesty, incompetence, willful
        misconduct, material breach of fiduciary duty, intentional failure to perform
        stated duties, willful violation of any law, rule, or regulation (other than
        traffic violations or similar offenses) or final cease-and-desist order or
        other
        conduct which reflects poorly on Employer, as determined by the Board of
        Directors in its sole discretion. 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 his action or omission was in the
        best
        interest of Employer; provided that any act or omission to act on Employee’s
        behalf in reliance upon advice or written opinion of Employer’s counsel shall
        not be deemed to be willful.
 
 1.5  *“Termination
        of Employment”* means
        that the Executive ceases to be employed by the Employer for any reason
        whatsoever (including a resignation by Executive) other than of Termination
        for
        Cause or by death.
 
 **Article
        2**
 **Change
        of Control Benefits**
 
 2.1  *Change
        of Control Benefits.* In the
        event of a Termination of Employment within the three years following a Change
        of Control, the Employer shall pay or provide tot the Executive the Change
        of
        Control benefits as described in this Article 2.
 
 2.2  *Amount
        of Cash Benefit.* The
        Change of Control cash benefit shall be an amount equal to 2.99 times the
        Executive’s Base Annual Compensation at the date of the Change of Control, such
        benefit not to exceed the excess parachute payment provisions under Section
        280G
        of the Code.
 
 2.3  *Payment
        of Cash Benefit.* At the
        election of the Executive, the Employer shall pay the Change of Control benefit
        provided herein in either: (i) a lump sum to the Executive within 60 days
        of a
        Termination of Employment; or (ii) in 36 equal monthly installments beginning
        on
        the 30 th day
        following a Termination of Employment.
 
 2.4  *Additional
        Benefit* .
        As an
        additional Change of Control benefit, for six months following a Termination
        of
        Employment, Employer shall continue to provide any health insurance benefits
        to
        Executive and his or her dependents, which were provided as of the date of
        the
        Change of Control.
 
 **Article
        3**
 **General
        Limitations**
 
 3.1  *Excess
        Parachute Payment.* Notwithstanding any provision of this Agreement to the contrary, the Employer
        shall not pay any benefit under this Agreement to the extent the payment
        of the
        benefit would impose an excise tax under the excess parachute rules of Section
        280G of the Code.
 
 3.2  *Termination
        for Cause* .
        Notwithstanding any provision of this Agreement to the contrary, the Employer
        shall not pay any benefit under this Agreement in the event of a Termination
        for
        Cause.
  
  **Article
        4**
 **Amendments
        and Termination**
 
 This
        Agreement may be amended or termination only by a written agreement signed
        by
        the Employer and the Executive.
 
 **Article
        5**
 **Miscellaneous**
 
 5.1  *Binding
        Effect.* This
        Agreement shall bind the Employer and the Executive, and their respective
        beneficiaries, survivors, executors, successors, administrators and
        transferees.
 
 5.2  *No
        Guarantee of Employment.* This
        Agreement is not an employment policy or contract. It does not give the
        Executive the right to remain an employee of the Employer, nor does it interfere
        with the Employer’s right to discharge the Executive. It also does not require
        the Executive to remain an employee nor interfere with the Executive’s right to
        terminate his or her employment at any time.
 
 5.3  *Non-Transferability.* With the
        exception of transfer by the laws of devise and dissent, benefits under this
        Agreement may not be sold, transferred, assigned, pledged, attached or
        encumbered in any manner, and any such purported elimination shall be null
        and
        void.
 
 5.4  *Tax
        Withholding.* The
        Employer shall withhold any taxes that are required to be withheld from the
        benefits provided under this Agreement.
 
 5.5  *Applicable
        Law.* The
        Agreement and all rights hereunder shall be governed by the laws of the State
        of
        Florida, except to the extent preempted by the laws of the United States
        of
        America and venue for any action hereunder shall lie in Duval County,
        Florida.
 
 5.6  *Unfunded
        Arrangement.* The
        Executive is a general unsecured creditor of the Bank for the payment of
        the
        benefits under this Agreement. The benefits represent the mere promise by
        the
        Employer to pay such benefits under this Agreement. The rights to benefits
        are
        not subject in any manner to anticipation, alienation, sale, transfer,
        assignment, pledge, encumbrance, attachment, or garnishment by
        creditors.
 
 5.7  *Entire
        Agreement.* This
        Agreement constitutes the entire agreement between the Employer and the
        executive as to the subject matter hereof. No rights are granted to the
        Executive by virtue of this Agreement other than those specifically set forth
        herein.
 
 5.8  *Administration.* The
        Employer shall have powers which are necessary to administer this Agreement,
        including but not limited to establishing rules and prescribing any forms
        necessary or desirable to administer this Agreement.
 
  
  IN
        WITNESS WHEREOF, the Employer and the Executive have executed this Agreement
        as
        of the date first written above.
 
 **ATLANTIC
                  BANCGROUP, INC.****By:**
              /s/ David L. Young**Its:**
              Executive
                Vice President**OCEANSIDE
                  BANK****By:**
              /s/
                David L. Young**Its:**
              Executive
                Vice President**EXECUTIVE****By:**
              /s/
                Barry W. Chandler**Print
                  Name:**
              Barry
                W. Chandler