AGREEMENT AND
                             PLAN OF REORGANIZATION

         THIS  AGREEMENT AND PLAN OF  REORGANIZATION  ("Agreement"),  dated this
19th day of November,  1998 is being entered into by and between Oceanside Bank,
a state-chartered bank ("Bank"), Atlantic BancGroup, Inc., a Florida corporation
("Atlantic  BancGroup") and Oceanside  Interim Bank, an interim  state-chartered
bank ("Interim").

         The Board of  Directors of the Bank have  determined  that it is in the
best interest of the Bank and its  shareholders  for the Bank to be  reorganized
into a holding company form of ownership. The Bank has caused Atlantic BancGroup
to be organized under Florida law for the purpose of becoming the parent holding
company of the Bank. It is intended that the reorganization will be accomplished
by causing Atlantic BancGroup to become the sole shareholder of the newly-formed
Interim and then merging  Interim into the Bank,  so that as part of the merger,
all of the outstanding shares of Common Stock of the Bank, as well as all of the
outstanding  Warrants of the Bank,  will  automatically  be  converted  into and
become the shares of Common Stock of Atlantic BancGroup, which would then become
the sole shareholder of the Bank (the "Reorganization").

         NOW,  THEREFORE,  the parties hereto,  intending to be legally bound by
this Agreement,  agree to effect the Reorganization of the Bank into the holding
company  form of  ownership  in  accordance  with and  subject  to the terms and
conditions set forth below.

                                    ARTICLE I

                      Merger of Oceanside Interim Bank into
                       Oceanside Bank and Related Matters

         Section  1.1 On the  Effective  Date (as  defined in Article V herein),
Interim  will be merged  with and into the Bank and the Bank  shall  then be the
"Resulting  Bank" (the  "Merger"),  and the separate  existence of Interim shall
cease.  All  assets  and  property  (real,  personal  and  mixed,  tangible  and
intangible,  chooses in action,  rights and credits)  then owned by Interim,  or
which would inure to it, shall  immediately and  automatically,  by operation of
law and without any conveyance, transfer, or further action, become the property
of the Bank and shall be deemed to be a continuation of Interim.  The Bank shall
succeed to the rights and  obligations of Interim.  The Bank shall operate under
its original  Articles of  Incorporation,  a copy of which is attached hereto as
Exhibit A, under the name "Oceanside Bank".

         Section 1.2 Following the Merger,  the existence of the Bank which will
be the Resulting Bank,  shall continue  unaffected and unimpaired by the Merger,
with all  rights,  privileges,  immunities  and  powers,  and subject to all the
duties and  liabilities,  of a state chartered bank organized under Florida law,
and the Articles of Incorporation, a copy of which is attached hereto as Exhibit
A, and Bylaws of the Bank as in effect on the Effective Date,  shall continue in
full force and effect.

         Section  1.3 From and after the  Effective  Date,  and  subject  to the
actions of the Board of Directors of the Bank the business  presently  conducted
by the Bank will continue to be conducted by it, as a  wholly-owned  subsidiary.
The then  executive  officers of the Bank will  continue in the  positions  they
currently hold until such time as the Board of Directors of the Bank  determines
otherwise.
<PAGE>
         The following is a list of the current Executive Officers:

                                                       Position with
                         Name                        Oceanside Bank
                         ----                        --------------

                  M. Michael Witherspoon              Chairman and
                                                 Chief Executive Officer

                  Barry W. Chandler                    President

                  David L. Young               Senior Vice President and
                                                 Chief Financial Officer

         Section 1.4 On the Effective  Date, the number of directors of the Bank
as stated in its Articles of Incorporation, shall be not less than five (5). The
directors  set forth  below shall  serve as the  interim  directors  of Atlantic
BancGroup until the first Annual Meeting of Shareholders. On the Effective Date,
the then Board of Directors of the Bank shall  continue to serve as the Board of
Directors of the Bank until such time as their  successors have been elected and
qualified. The names, resident addresses and terms of office of the directors of
the Bank on this date are as follows:

           Name                               Address
           ----                               -------

         Frank J. Cervone                91 Nina Lane
                                         Ponte Vedra Beach, FL 32082

         Barry W. Chandler               1022 Seawood Drive
                                         Neptune Beach, FL 32266

         Jimmy D. Dubberly               108 Greenwood Drive
                                         Glennville, GA 30427

         Donald F. Glisson, Jr.          2195 Osprey Point Drive
                                         Jacksonville, FL 32224

         Robin Scheiderman               3419 Lands End Drive
                                         St. Augustine, Florida 32095

         Gordon K. Watson                1262 Fish Hook Way
                                         Ponte Vedra Beach, FL 32082

         Conrad I. Williams              314 12th Street
                                         Atlantic Beach, FL 32233

         M.  Michael Witherspoon         3343 Lighthouse Pointe Lane
                                         Jacksonville, FL 32250

         Dennis M. Wolfson               9548 Waterford Road
                                         Jacksonville, FL 32257

         Section 1.5 The home office of Oceanside  Bank is located at 1315 South
Third Street, Jacksonville Beach, Florida 32250, and it shall continue to be the
home office of the Bank from and after the Effective  Date.  The Bank  currently
operates and intends to continue to operate the  following  full-service  branch
offices after the Reorganization:
<PAGE>
                               North Beach Office
                             560 Atlantic Boulevard

                          Neptune Beach, Florida 32266

         Section 1.6 The Bank  currently does not have trust powers and does not
anticipate having trust powers at the Effective Date of the Reorganization.

                                   ARTICLE II

                               Conversion of Stock

         Section 2.1 The manner and basis of converting  the Common Stock of the
parties to this Agreement shall be as follows:

                     A. On the  Effective  Date,  all shares of Common  Stock of
         Atlantic  BancGroup  held by the Bank  shall be  canceled  and shall no
         longer be deemed to be issued or outstanding for any purpose.

                     B. On the Effective Date, except for those shares for which
         "dissenters'  rights" are  exercised,  for each share of Common  Stock,
         $5.00  par  value,  of  the  Bank  ("Bank  Common  Stock")  issued  and
         outstanding immediately prior to the Effective Date shall, by virtue of
         the Merger and without any action on the part of the holder thereof, be
         converted   into  and   become   one  (1)  share  of  fully   paid  and
         non-assessable  Common  Stock,  par value $.01 per share,  of  Atlantic
         BancGroup  ("Atlantic  BancGroup  Common  Stock").  From and  after the
         Effective Date, each  certificate  which,  prior to the Effective Date,
         represented  shares of the Bank shall  evidence  ownership  of Atlantic
         BancGroup on the basis set forth herein.

                     C.  All of  the  outstanding  Warrants  of  Oceanside  Bank
         (entitling  the holder thereof to purchase one share of Common Stock at
         $10.00  per share)  will be  converted  into and  exchanged  for,  on a
         one-for-one  basis,  Warrants for  Atlantic  BancGroup  (entitling  the
         holder thereof to acquire one share of Atlantic BancGroup Common Stock,
         $.01 per share par  value,  at $10.00  per  share).  From and after the
         Effective  Date,  each  warrant  which,  prior to the  Effective  Date,
         represented  rights to  purchase  shares in the Bank shall  provide the
         holder  thereof  the  same  rights  to  purchase   shares  in  Atlantic
         BancGroup.

                     D.  Each  share of  Common  Stock  of  Interim  issued  and
         outstanding  immediately  prior to the  Effective  Date  shall,  on the
         Effective  Date,  by virtue of the Merger and without any action on the
         part of the holder  thereof,  be converted into and become one share of
         fully paid and  non-assessable  Common Stock,  $5.00 par value,  of the
         Bank and  shall  not be  further  converted  into  shares  of  Atlantic
         BancGroup so that from and after the Effective  Date, all of the issued
         and  outstanding  shares of Bank Common Stock shall be held by Atlantic
         BancGroup. From and after the Effective Date, each certificate, if any,
         which,  prior to the  Effective  Date,  represented  shares of Interim,
         shall  evidence  ownership  of the Bank on the  basis  hereinabove  set
         forth.
<PAGE>
                     E. At or  prior  to the  Effective  Date,  the  Bank  shall
         designate  an  exchange  agent to receive  from the holders of the Bank
         stock  certificates  which  immediately  prior  to the  Effective  Date
         represented  Bank Common Stock and to exchange  such  certificates  for
         certificates of Atlantic BancGroup Common Stock as heretofore provided.
         Promptly  after the Effective  Date,  the exchange  agent shall mail to
         each  record  holder,   as  of  the  Effective  Date,  any  outstanding
         certificate  or  certificates,   which  prior  to  the  Effective  Date
         represented shares of Bank Common Stock, a letter of transmittal (which
         shall specify how delivery shall be effected, and that risk of loss and
         title to such  certificate or certificates  shall pass only upon proper
         delivery of such certificate or certificates,  together with a properly
         executed  letter of  transmittal,  to the exchange agent at its address
         stated therein) and  instructions for use in effecting the surrender of
         such certificate or certificates for exchange therefore. Upon surrender
         to the exchange agent for such  certificate or  certificates,  together
         with such properly  executed letter of transmittal,  the exchange agent
         shall exchange such certificate or certificates for stock  certificates
         of  Atlantic  BancGroup  Common  Stock  as  provided  herein.  Until so
         surrendered,  each such  outstanding  certificate  which,  prior to the
         Effective Date, represented shares of Bank Common Stock shall be deemed
         for all  corporate  purposes to evidence the ownership of the number of
         whole shares of Atlantic  BancGroup Common Stock into which such shares
         of Bank Common Stock shall have been converted.

                     F. The  conversion  and  exchange  of shares of Bank Common
         Stock and Warrants into shares of Atlantic  BancGroup  Common Stock and
         Warrants, pursuant to this Article II, shall be in full satisfaction of
         all rights pertaining to the converted shares and Warrants.

                     G. On the  Effective  Date,  the  holders  of  certificates
         formerly  representing  Bank Common Stock  outstanding on the Effective
         Date shall cease to have any rights with respect to Bank Common  Stock,
         and their  sole  rights  shall be with  respect to  Atlantic  BancGroup
         Common  Stock into which their  shares of Bank Common  Stock shall have
         been  converted as a result of the Merger.  On the Effective  Date, the
         holders of Warrants  outstanding  on the Effective  Date shall cease to
         have any  rights  with  respect to Bank  Common  Stock , and their sole
         rights  shall be with respect to Atlantic  BancGroup  Common Stock into
         which their shares of Bank Common Stock shall have been  converted as a
         result of the Merger.

                     H. No share of Bank  Common  Stock as to which  dissenters'
         appraisal  rights have been validly  exercised  and  perfected  and for
         which cash is payable  pursuant  to law  (Dissenting  Shares)  shall be
         converted into the right to receive  Atlantic  BancGroup,  Inc.  Common
         Stock.  In lieu  thereof,  the  holder of  Dissenting  Shares  shall be
         entitled to payment in  accordance  with the  applicable  provisions of
         Section 658.44,  Florida Statutes,  (the  Dissenter/Appraisal  Statute)
         applicable to state-chartered banks. If any holder of Dissenting Shares
         shall  effectively  withdraw  or lose his  dissenter  rights  under the
         Dissenter/Appraisal  Statute, such Dissenting Shares shall be converted
         into Atlantic  BancGroup Common Stock in accordance with the provisions
         hereof.  Dissenting  Shares  acquired  by the Bank  pursuant to payment
         shall be held by the  Bank as  authorized  but  unissued  shares.  This
         Agreement is subject to the condition that properly exercised dissenter
         shares shall not exceed more than
<PAGE>
         10% of the total number of shares  outstanding or approximately  59,475
         shares  in order  for this to be a tax free  reorganization.  Under the
         terms  of  this  Plan,  management  may  chose  to  honor  up to 10% in
         dissenter  shares in order to consummate the  transaction.  In order to
         remain a "well capitalized bank" under the FDIC rules, the Bank intends
         to do a private placement offering to provide sufficient capital to the
         Bank to pay for dissenter shares that are tendered.

                                   ARTICLE III

                                   Conditions

         Section 3.1 The obligations of the Bank, Atlantic BancGroup and Interim
to effect the Merger and otherwise consummate the Reorganization,  which are the
subject  matter  hereof,  shall be  subject  to  satisfaction  of the  following
conditions:

                     A. The  approval  of this  Agreement  by a majority  of the
         outstanding   shares  of  Bank  Common   Stock  at  a  meeting  of  the
         shareholders of the Bank duly called at which a quorum is present.

                     B.  Receipt  of any  and all  approvals  from  The  Florida
         Department of Banking and Finance ("Florida  Department"),  the Federal
         Reserve Board ("FRB"),  and the Federal Deposit  Insurance  Corporation
         ("FDIC")  and  any  other  governmental   agency  having   jurisdiction
         necessary for the lawful  consummation of the Merger,  and the issuance
         and delivery of Atlantic BancGroup Common Stock as contemplated by this
         Agreement.

                     C. Receipt of a ruling from the Internal Revenue Service or
         an opinion from its legal  counsel that the Merger will be treated as a
         non-taxable   transaction   under  Section  351  or  other   applicable
         provisions of the Internal  Revenue Code of 1986, as amended,  and that
         no gain or loss will be recognized by the Bank's  shareholders upon the
         exchange  of  Bank  Common  Stock  held  by them  solely  for  Atlantic
         BancGroup Common Stock.

                     D. Not more than 10% of the  outstanding  shares shall have
         exercised dissenter's rights as provided for in Section 2.1(H) herein.


                                   ARTICLE IV

                                   Termination

         Section 4.1 This Agreement may be terminated and the Merger need not be
consummated  at the election of any of the parties hereto at any time before the
Effective  Date, in the event that, for any reason,  consummation of the holding
company  formation  contemplated by this Agreement is inadvisable in the opinion
of the Bank, Atlantic BancGroup, or Interim. Termination of this Agreement shall
be effected by written  notice by the  terminating  party to the other  parties.
Upon giving of such notice,  this Agreement  shall be terminated and there shall
be no liability  hereunder or on account of such  termination on the part of the
Bank, Atlantic BancGroup and/or Interim, or the directors,  officers, employees,
or agents of any of them.
<PAGE>
         Section 4.2 In the event of  termination  of this  Agreement,  the Bank
shall pay the fees and expenses  incurred in connection  with this Agreement and
the proposed formation of a holding company.

                                    ARTICLE V

                            Effective Date of Merger

         Section  5.1  Upon  satisfaction  or  waiver  (in  accordance  with the
provisions  of this  Agreement) of each of the  conditions  set forth in Article
III, the parties hereto shall execute and cause to be filed such certificates or
further  documents as are required under applicable law, rule or regulation with
the Florida Department,  the FRB and/or the FDIC and with such other federal and
state  regulatory  agencies  as may be  required  in order to effect  the Merger
provided for herein.

         Section  5.2 The  date  and  time by  which  all of  such  filings  are
completed  and  accepted  by the  applicable  agencies  is  referred  to in this
Agreement as the "Effective Date".

                                   ARTICLE VI

                                  Miscellaneous

         Section 6.1 Any of the terms or conditions of this Agreement, which may
legally  be  waived,  may be  waived at any time by any  party  hereto  which is
entitled  to the  benefit  thereof,  or any of such terms or  conditions  may be
amended or modified in whole or in part at any time, to the extent authorized by
applicable law, by an agreement in writing,  executed in the same manner as this
Agreement.

         Section 6.2 This  Agreement  shall be governed by and  construed  under
Florida law, and where applicable, federal law.
<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement and Plan of Reorganization as of the date first above written.

                                                 OCEANSIDE BANK

Attest:                                      By:
        ---------------
         David L. Young                          M.  Michael Witherspoon
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                                 ATLANTIC BANCGROUP, INC.



Attest:                                      By:
        ---------------
         David L. Young                          M. Michael Witherspoon
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                                 OCEANSIDE INTERIM BANK
                                                       (In Organization)



Attest:                                      By:
        ---------------
         David L. Young                          Barry W. Chandler
                                                 President