Exhibit
      10.8





**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 **Grady
      R. Kearsey** (“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/
              Barry W. Chandler**Its:**
            President**OCEANSIDE
                BANK****By:**
            /s/
              Barry W. Chandler**Its:**
            President**EXECUTIVE****By:**
            /s/
              Grady R. Kearsey**Print
                Name:**
            Grady
              R. Kearsey