March 26, 2001

Dear Fellow Shareholders:

         It is our pleasure to invite you to attend  Atlantic  BancGroup  Inc.'s
2001 Annual Meeting of Shareholders.  This year's Annual Meeting will be held at
the Sea Turtle Inn, 1 Ocean  Boulevard,  Atlantic Beach,  Florida,  on Thursday,
April 26, 2001, at 2:00 p.m., Eastern Time.

         The Notice of the Annual Meeting of  Shareholders  and Proxy  Statement
attached to this letter  describe the formal business that will be transacted at
the Annual Meeting and provide  material  information  concerning that business.
Directors and officers of Atlantic BancGroup,  Inc., as well as a representative
of the accounting firm, Stevens,  Powell & Company, P.A., will be present at the
Annual Meeting to respond to your questions.

         YOUR VOTE IS  IMPORTANT.  Please sign and date the enclosed  Proxy Card
promptly and return it in the  postage-paid  envelope  which has been  provided.
Should you attend the Annual  Meeting and prefer to vote in person,  you will be
given that opportunity.

         On behalf of the Board of Directors and all the employees  of  Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.

                  Sincerely,



                  Barry W. Chandler
                  Chief Executive Officer


<PAGE>



                            ------------------------
                  NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 26, 2001
                               -------------------

         NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of  Shareholders of
Atlantic  BancGroup,  Inc. ("Annual  Meeting") will be held at Sea Turtle Inn, 1
Ocean  Boulevard,  Atlantic  Beach,  Florida,  on April 26, 2001,  at 2:00 p.m.,
Eastern Time to consider the following proposals:

         Proposal I     The election of three Class II members of the  Board  of
                        Directors, each for a three-year term;

         Proposal II    The  ratification  of  the  Indexed  Retirement Plan for
                        the  members  of  Atlantic  BancGroup,  Inc.'s  Board
                        of Directors;

         Proposal III   The  ratification  of  the  Indexed  Retirement Plan for
                        one  former  and  three  current  officers  of  Atlantic
                        BancGroup, Inc. or Oceanside Bank;

         Proposal IV    The ratification of the appointment of Stevens, Powell &
                        Company, P.A.  as the independent auditors for  Atlantic
                        BancGroup, Inc.,  and  its  wholly-owned subsidiary, for
                        the  fiscal year ending December 31, 2001; and

         Proposal V     The  adjournment  of  the   Annual  Meeting  to  solicit
                        additional   proxies   in   the   event  there  are  not
                        sufficient  votes  to  approve  any  of  the   foregoing
                        Proposals; and

         To transact any other  business that  properly  comes before the Annual
         Meeting, or any adjournment thereof.

         The Board of Directors  has fixed the close of business on February 28,
2001,  as the record  date for the  determination  of  shareholders  entitled to
notice of, and to vote at, the Annual  Meeting.  Only holders of common stock of
record at that time  will be  entitled  to vote at the  Annual  Meeting,  or any
adjournment  thereof.  In the event there are insufficient  votes to approve any
Proposal at the Annual Meeting,  the Annual Meeting may be adjourned pursuant to
Proposal V, to permit  further  solicitation  of proxies by Atlantic  BancGroup,
Inc.

                                             By Order of the Board of Directors,



                                             David L. Young
                                             Corporate Secretary
Jacksonville Beach, Florida
March 26, 2001


<PAGE>



     -----------------------------------------------------------------------
                            ATLANTIC BANCGROUP, INC.
     -----------------------------------------------------------------------


                             1315 South Third Street
                        Jacksonville Beach, Florida 32250

                               ------------------

                                 PROXY STATEMENT

                               ------------------


                               GENERAL INFORMATION
Annual Meeting

--------------------------------------------------------------------------------
         DATE:        April 26, 2001
         TIME:        2:00 p.m. (Eastern Time)
         LOCATION:    Sea Turtle Inn, 1 Ocean Boulevard, Atlantic Beach, Florida
--------------------------------------------------------------------------------

Solicitation and Voting of Proxies

         This  Proxy  Statement  and  the  accompanying  Proxy  Card  are  being
furnished to  shareholders of record as of the close of business on February 28,
2001, in connection  with the  solicitation of proxies by the Board of Directors
of Atlantic BancGroup,  Inc. ("Atlantic BancGroup"),  the parent holding company
of Oceanside Bank ("Bank").  Proxies  obtained by the Board of Directors will be
voted at Atlantic  BancGroup's  2001  Annual  Meeting of  Shareholders  ("Annual
Meeting").  Please note that Atlantic  BancGroup  and the Bank are  collectively
referred  to  herein  as the  "Company."  Atlantic  BancGroup's  Annual  Report,
including  financial  statements  for the fiscal year ended  December  31, 2000,
accompanies this Proxy Statement, which is first being mailed to shareholders on
or about March 26, 2001.

         Regardless  of the number of shares of common stock that you own, it is
important that your shares be represented by proxy or that you be present at the
Annual  Meeting.  To vote by proxy,  please  indicate  your  vote in the  spaces
indicated  on the  enclosed  Proxy Card and  return it signed and dated,  in the
enclosed postage-paid envelope.  Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein.  Where no instructions
are given, proxies will be voted:

         *    "FOR" the election of the three Class II director nominees;

         *    "FOR"  the  ratification  of  the appointment of Stevens, Powell &
              Company, P.A.  as  the  independent  auditors  for the fiscal year
              ending December 31, 2001;

         *    "FOR"  the  ratification  of  the  Indexed Retirement Plan for the
              members of Atlantic BancGroup's Board of Directors; and

         *    "FOR"  the  ratification  of  the  Indexed Retirement Plan for one
              former and three current officers of the Company;

         *    "FOR" the adjournment of the Annual Meeting to solicit  additional
              proxies if there are not  sufficient  votes to approve  any of the
              Proposals.

<PAGE>


         It is  important  that  your  proxy be  returned  promptly.  Therefore,
whether or not you plan to be present at the Annual  Meeting,  please  complete,
sign and date the enclosed Proxy Card and return it in the enclosed postage-paid
envelope.

Revocation of Proxy

         Your presence at the Annual Meeting will not automatically  revoke your
proxy. You may revoke a proxy, however, at any time prior to its exercise by:

         * delivering a written  notice of revocation to Atlantic  BancGroup;
         * delivering  a duly  executed  proxy  bearing a later date to Atlantic
           BancGroup; or
         * attending the Annual Meeting and voting in person.

Voting Procedures

         Our Articles of  Incorporation  do not provide for  cumulative  voting.
Under the Florida Business  Corporation Act ("Act"),  directors are elected by a
plurality  of the votes  cast at a meeting  at which a quorum  is  present.  Our
Bylaws  provide that a majority of shares  entitled to vote and  represented  in
person or by proxy at a shareholder  meeting  constitutes  a quorum.  Therefore,
each  shareholder  of record on the record date has the right to vote, in person
or by  proxy,  the  number of  shares  owned by him or her for as many  director
nominees as there are  directors  to be elected.  For  example,  if you own five
shares, you may vote a maximum of five shares for each director to be elected.

         Other  matters are  approved if  affirmative  votes cast for a proposal
exceed the votes cast  against  that  proposal at a meeting at which a quorum is
present,  unless a greater number of  affirmative  votes or voting by classes is
required by the Act or our  Articles of  Incorporation.  Abstentions  and broker
non-votes have no effect under the Act.

         If your shares are held in "street  name," under certain  circumstances
your brokerage firm may vote your shares. Brokerage firms have authority to vote
their customers' shares on certain "routine" matters,  including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of  establishing  a quorum to conduct
business at the meeting.  A brokerage firm cannot vote its customer's  shares on
non-routine matters. Accordingly,  these shares are not counted as votes against
a  non-routine  matter,  but rather not  counted at all for these  matters.  We,
therefore,  encourage you to provide  instructions  to your brokerage firm as to
how your proxy  should be voted.  This  ensures your shares will be voted at the
Annual Meeting.

         There  are two  non-routine  matters  being  considered  at the  Annual
Meeting:  Proposal II, the  ratification of the Indexed  Retirement Plan for the
members of  Atlantic  BancGroup's  Board of  Directors  and  Proposal  III,  the
ratification  of the Indexed  Retirement  Plan for one former and three  current


                                       2
<PAGE>


officers of the Company.  If you do not complete your Proxy Card, your brokerage
firm may either  vote your  shares on the  routine  matters or leave your shares
unvoted.
         The close of business on February 28, 2001, has been fixed by the Board
of Directors as the "record date" for determination of shareholders  entitled to
notice of, and to vote at, the Annual Meeting,  and any adjournment  thereof. On
the record date,  there were 597,350 shares of Atlantic  BancGroup  common stock
outstanding  (including shares of Oceanside Bank that had not yet been exchanged
for  Atlantic   BancGroup   shares)  which  were  held  by   approximately   750
shareholders.

Beneficial Ownership

         The  following  table  contains  information  regarding the only people
known to us to be the beneficial owners of 5% or more of the outstanding  shares
of Atlantic BancGroup common stock as of the record date.

--------------------------------------------------------------------------------
Name of Beneficial Owner             Number of Shares         Percent of Class
--------------------------           ----------------         ----------------
Robin H. Scheiderman                     42,000(1)                   6.78%

Gordon K. Watson                         61,300(2)                   9.80

M. Michael Witherspoon                   45,320(3)                   7.32
--------------------------------------------------------------------------------

         (1)  Includes 21,000 shares subject to presently  exercisable  warrants
              and 1,000  shares and 1,000  warrants  owned by Ms.  Scheiderman's
              husband and sister-in-law.
         (2)  Includes 28,400 shares subject to presently exercisable warrants.
         (3)  Includes 22,160 shares subject to presently exercisable warrants.


                           BOARD OF DIRECTORS MEETINGS

         During the year ended December 31, 2000, Atlantic  BancGroup's Board of
Directors  held 12 meetings.  No director  attended  fewer than 75% of the total
meetings of the Board of Directors  and those  committees on which that director
served.  Atlantic  BancGroup  currently does not pay fees to its directors.  The
Bank,  however,  pays  directors  $500 per month for attending  Board  meetings.
Directors  who  serve on the  Loan  Committee  receive  an  additional  $100 per
meeting.

                      COMMITTEES OF THE BOARD OF DIRECTORS

General

         In 2000, Atlantic BancGroup had only one standing committee,  the Audit
Committee,  which was  comprised  of the same  members  that serve on the Bank's
Audit Committee.  Atlantic BancGroup's Audit Committee met four times during the
year.  The  standing  committees  of the  Bank are the:  Audit  Committee,  Loan
Committee,  and  Asset-Liability/Investment  Committee.  The composition of each


Bank Board Committee is reflected in the following table:

(Table follows this page)

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                          Asset-Liability/
Board Member                  Audit         Investment             Loan
--------------------------------------------------------------------------------
Dr. Frank J. Cervone                            X
--------------------------------------------------------------------------------
Barry W. Chandler                               X                   X
--------------------------------------------------------------------------------
Jimmy D. Dubberly           Chairman
--------------------------------------------------------------------------------
Donald F. Glisson, Jr.                      Chairman                X
--------------------------------------------------------------------------------
Robin H. Scheiderman           X                X
--------------------------------------------------------------------------------
Gordon K. Watson                                                    X
--------------------------------------------------------------------------------
Conrad L. Williams             X                                    X
--------------------------------------------------------------------------------
Dennis M. Wolfson                                                Chairman
--------------------------------------------------------------------------------

Audit Committee

         The  Audit  Committee  reviews  the  Company's  auditing,   accounting,
financial reporting and internal control functions pursuant to a Charter adopted
by the Board of Directors on July 20, 2000. A copy of the Charter is included in
this Proxy Statement as Exhibit A. The Audit  Committee  recommends to the Board
the Company's independent auditor and reviews its services.  The Audit Committee
is comprised of only  nonemployee  directors.  As part of its duties,  the Audit
Committee reviewed and discussed with both Atlantic  BancGroup's  management and
independent auditors:

         *    the  Company's  audited  financial  statements for the fiscal year
              ended December 31, 2000;
         *    those  matters  required  to be discussed by Statement on Auditing
              Standards 61; and
         *    the  written  disclosures  and letter from the independent auditor
              regarding  its  independence as required by Independence Standards
              Board Standard No. 1.


         Based  upon  these  reviews  and   discussions,   the  Audit  Committee
recommended  that the  Company's  audited  financial  statements  be included in
Atlantic  BancGroup's  Form 10-KSB for the fiscal year ended  December 31, 2000.
The Audit  Committee  is  comprised of Jimmy D.  Dubberly  (Chairman),  Robin H.
Scheiderman and Conrad L. Williams.



Asset-Liability/Investment Committee

         The  Asset-Liability/Investment  Committee  establishes  the  asset and
liability  management  policies of the Bank,  monitors and sets  limitations for
interest-rate risk and formulates loan pricing.

Loan Committee

         The Loan  Committee  meets as  required  to act upon  significant  loan
requests made to the Bank.

                                       4
<PAGE>


                       PROPOSAL I -- ELECTION OF DIRECTORS

         The  Board of  Directors  is  presently  comprised  of  eight  members.
Atlantic BancGroup's  Articles of Incorporation  provide that directors shall be
divided into three  classes,  which each serve for staggered  three-year  terms.
This year,  Class II directors are to be elected.  To the best of our knowledge,
no director  nominee is being  proposed for election  pursuant to any  agreement
between that person and any other person.

         The three nominees named herein have indicated that they are willing to
stand for  election  and to serve as  directors  if  elected.  Should a director
nominee  become  unable or  unwilling  to serve,  proxies  will be voted for the
election of such other person as the Board of Directors may choose to nominate.

         The  affirmative  vote of a  plurality  of the votes cast at the Annual
Meeting is needed to elect a director.  Abstentions and withheld votes will have
the same effect as votes against a director nominee.

         Information  relating to the business  experience,  age and  beneficial
ownership  of  Atlantic  BancGroup's  capital  stock of each  director  nominee,
continuing director and non-director officer is set forth below.

DIRECTOR NOMINEES
CLASS II DIRECTORS
TERMS TO EXPIRE IN 2004


Donald F. Glisson, Jr.,  age 41, is Chairman  of the Board of Atlantic BancGroup
and a director of the Bank. Since 1982, Mr. Glisson has
served as President of Triad Financial Services, Inc. in Jacksonville. He
is a graduate of Florida State University.

25,900 shares of common stock, (1)
4.24% of common stock outstanding

Robin H. Scheiderman, age 44, is a director of Atlantic BancGroup  and the Bank.
Ms. Scheiderman  is  a  self-employed  certified public accountant. She earned a
Bachelors  degree  and a Masters degree from the University of North Florida and
resides in St. Augustine.

42,000 shares of common stock, (1)(2)
6.79% of common stock outstanding

Gordon K. Watson, age 51, is  a director of Atlantic BancGroup and the Bank. Mr.
Watson  is  an  attorney  with  the  law  firm  of  Watson  &  Osborne,  P.A. in
Jacksonville. He  resides  in  Ponte  Vedra  Beach  and   is a  graduate  of the
University of Florida.

61,300 shares of common stock, (1)
9.80% of common stock outstanding

                                       5
<PAGE>


CONTINUING DIRECTORS
CLASS I DIRECTORS
TERMS EXPIRING IN 2002

Dr. Frank J. Cervone,  age 48, is a director of Atlantic BancGroup and the Bank.
Dr. Cervone is an  endodontist,  who has practiced in  Jacksonville  Beach since
1990. He is a graduate of the University of Pittsburgh.

24,400 shares of common stock, (1)
4.00% of common stock outstanding


Barry W. Chandler,  age 49, is a director of Atlantic  BancGroup and Chairman of
the Board of the Bank. Mr.  Chandler has served as President and Chief Executive
Officer of Atlantic BancGroup since April 2000, President of the Bank since 1996
and Chief  Executive  Officer of the Bank since December 1999.  Prior to joining
the Company,  Mr. Chandler was with Ponte Vedra National Bank from 1990 to 1996.
He is a graduate of the  Graduate  School of Retail  Banking  Management  of the
University of Virginia.

25,000 shares of common stock, (1)
4.10% of common stock outstanding

Jimmy D. Dubberly, age 59, is a director of Atlantic BancGroup and the Bank. Mr.
Dubberly is the President of South Georgia Bank, Glenville,  Georgia, a position
he has held since 1986. Mr.  Dubberly  attended  Armstrong  State  College,  the
University of Georgia and Louisiana State University.

12,400 shares of common stock, (1)
2.05% of common stock outstanding


CLASS III DIRECTORS
TERMS EXPIRING IN 2003

Conrad L.  Williams,  age 71, is a director of Atlantic  BancGroup and the Bank.
Mr.  Williams is a retired  veterinarian.  He resides in Atlantic Beach and is a
graduate of the University of Georgia, College of Veterinarian Medicine.

10,000 shares of common stock, (1)
1.66% of common stock outstanding

Dennis M. Wolfson, age 59, is a director of Atlantic BancGroup and the Bank. Mr.
Wolfson is a self-employed real estate developer and investor.  Mr. Wolfson is a
trustee  and  executive  committee  member of  Wolfson  Children's  Hospital  in
Jacksonville.  He is a graduate  of the  University  of Georgia  and  resides in
Jacksonville.

12,500 shares of common stock, (1)
2.07% of common stock outstanding

NON-DIRECTOR OFFICER

David L. Young, age 55, is Executive Vice President and Chief Financial  Officer
of Atlantic  BancGroup and Executive Vice President and Chief Financial  Officer
of the Bank.  Mr.  Young  joined the  Company in May 1997.  Prior to joining the
Company, Mr. Young was the Finance Manager for the Loan and Investment Operation
Division of Barnett Bank in Jacksonville  from 1995 to 1997. He is a graduate of


                                       6
<PAGE>

Jacksonville  University and the Graduate School of Retail Banking Management at
the University of Virginia.

4,000 shares of common stock, (1)
0.67% of common stock outstanding

All Directors and Executive Officers As A Group

217,500 shares of common stock (1)
30.90% of common stock outstanding

(Footnotes follow this page.)


---------------------------------------------
(1)      Includes shares for which the named person:
             *  has sole voting and investment power;
             *  has shared voting and investment power with a spouse;
             *  holds in an IRA or other  retirement  plan  program;  or
             *  may  acquire  by exercising stock warrants.
(2)      Includes  1,000  shares  and  1,000 warrants owned by Ms. Scheiderman's
         husband and sister-in-law.


--------------------------------------------------------------------------------
     The Board of  Directors  Recommends  that the  Shareholders
   Vote "For" the Election of the Three Class II Director Nominees.
--------------------------------------------------------------------------------

                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following Summary Compensation Table shows compensation information
regarding Barry W. Chandler,  President and Chief Executive  Officer of Atlantic
BancGroup  and the Bank  and M.  Michael  Witherspoon,  former  Chief  Executive
Officer and President of Atlantic BancGroup. No other executive officer received
compensation  at a level  required to be reported  herein by the  Securities and
Exchange Commission regulations.


--------------------------------------------------------------------------------
                               Annual Compensation
--------------------------------------------------------------------------------
                                                                    Other
 Name and                                                           Annual
Principal Position             Year     Salary (1)    Bonus (2)  Compensation(3)
------------------             ----


M. Michael Witherspoon         2000        $89,760    $    -        $ 1,300
President/CEO until 4/5/00     1999         98,520       500          6,584
--------------------------------------------------------------------------------
Barry W. Chandler              2000       $111,300    $4,000        $ 7,568
President/CEO                  1999         95,598       500          2,200
--------------------------------------------------------------------------------

(1)   Total base salary paid during the calendar year.

(2)   Annual incentive award paid for results achieved during the calendar year.

(3)   All additional forms of cash and non-cash  compensation  paid,  awarded or
      earned.


                                       7
<PAGE>

Benefits

         Officers of the Company are provided  hospitalization,  major  medical,
short- and long-term disability,  dental insurance and term life insurance under
group  plans  on  generally  the  same  terms as are  offered  to all  full-time
employees.

Employment Contracts



Atlantic  BancGroup  does  not  have  employment  agreements  with  any  of  its
employees.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Certain  directors,   executive  officers  and  principal  shareholders
(defined as individuals owning 5% or more of Atlantic  BancGroup's common stock)
of Atlantic  BancGroup and its  subsidiaries  are customers of, and have banking
relations with, the Bank. Loans made to these individuals are governed under the
provisions of Section 22(h) of the Federal  Reserve Act.  Section 22(h) requires
that any loans made by the Bank to such individuals,  or to any related interest
of such  individuals,  must: (i) be on substantially  the same terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with  non-affiliated  parties and;  (ii) not involve more than the
normal  risk  of  repayment  or  present  other  unfavorable   features.   These
restrictions do not affect preferential loans to full-time employees who are not
directors or executive officers of the Company.

         The  following  table sets forth  information  as to all  directors and
executive officers of the Company, including members of their immediate families
and  affiliated  entities,  who had loans in the  aggregate  of  $60,000 or more
during the year ended December 31, 2000.

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Highest
                                                   Maturity       Balance         Principal           Interest        Type
                                      Date of      Date of         During         Balance at         Rate as of        of
Name or Related Entity                 Loan          Loan           2000           12/31/00           12/31/00        Loan
------------------------------------------------------------------------------------------------------------------------------------
 <S>                                   <C>         <C>           <C>             <C>                  <C>              <C>
Frank J. Cervone, D.M.D.              5/22/98      4/22/08       $ 187,245        $ 172,799             8.50%          CM
                                      5/12/99      5/15/04          27,364           21,986             7.75           IL

Robin H. Scheiderman                 10/14/97     10/15/07          84,339           78,969            11.50           LOC

Triad Financial Services              11/6/00       5/6/04          38,134           37,328             8.25           IL
(Don Glisson)                         4/15/99      4/15/02          11,684            7,168             7.75           IL

Watson & Osborne, P.A.                2/11/98      2/11/01             953                0             9.50           LOC
(Gordon K. Watson)

Gordon K. Watson                      11/1/97     11/16/02          21,135                0             9.00           IL

Dennis M. Wolfson                      6/6/00       6/6/01          35,000            7,500            10.50           LOC
                                     11/16/00     11/16/05          20,501           20,200             9.25           IL
                                      2/11/00      2/12/05          25,669           22,056             8.00           IL
                                     12/15/98      1/15/20         355,122                0             8.25           CM
                                     10/22/97     10/15/02          10,000            9,105            12.50           LOC
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: "CM" means  commercial  mortgage loan; "IL" means  installment  fixed rate
consumer loan; "LOC" means line of
credit.



                                       8
<PAGE>



             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


         To the best of Atlantic BancGroup's knowledge, during 2000, each of its
directors and officers timely filed all reports required by Section 16(a) of the
Securities  Exchange Act of 1934. Atlantic BancGroup has no record of any person
having beneficial ownership of 10% or more of its common stock.


                                 PROPOSAL II --
            RATIFICATION OF THE INDEXED RETIREMENT PLAN FOR DIRECTORS

         The  Board   of   Directors   has  adopted,  subject   to   shareholder
ratification,  an  Indexed  Retirement  Plan  ("IRP") to cover  certain  Company
officers  and  current  directors  of  Atlantic  BancGroup.  The  matter  of the
individual  officer awards is presented in Proposal III of this Proxy Statement.
The directors that are  participants in the IRP are: Frank J. Cervone,  Jimmy D.
Dubberly, Donald F. Glisson, Jr., Robin H. Scheiderman, Gordon K. Watson, Conrad
L. Williams and Dennis M. Wolfson.

         The IRP is administered  through the use of individual Director Indexed
Retirement  Agreements  and  Split  Dollar  Agreements,  the  terms of which are
substantially  identical  for  all  participants.   A  sample  Director  Indexed
Retirement Agreement and Split Dollar Agreement are included herewith as Exhibit
B and Exhibit C, respectively.

         The  purpose  of the  IRP  is to  help  attract  and  retain  qualified
directors by offering a retirement  benefit which would reward the directors for
their years of service to the Company.  The IRP, as  presented in this  Proposal
II, must be ratified by a majority vote of the outstanding shares represented at
this Annual  Meeting in order to become  effective.  Benefits under the IRP vest
over a  five-year  period,  beginning  in 1998,  the first  full year of service
provided to the Company. At December 31, 2000, each director would be 60% vested
under the IRP.

         In  order  to fund  the  IRP  for  directors,  Atlantic  BancGroup  has
purchased  a pool of life  insurance  policies  using  $700,000  that  had  been
previously  invested in Federal  Funds.  The cost  allocation  is  $100,000  per
director.

                                       9
<PAGE>

         The   individual   policies  have  cash   surrender   values  that  can
progressively  grow, based on a fluctuating index of life insurance  securities,
resulting in an earnings  stream.  The portion of that earnings  stream equal to
what  Atlantic  BancGroup  had been earning on its Federal  Funds  investment is
realized as income by Atlantic  BancGroup.  The variable  portion  above what is
retained by Atlantic  BancGroup  is used to fund the IRP for the seven  director
participants.

         Beginning at  age  65  (except for Mr.  Williams,  who will receive his
first payment at age 74) and continuing  for a total of 15 years,  the directors
will each receive an annual cash retirement  benefit payment.  The size of these
payments  will  depend  on the  growth  in value of the  purchased  pool of life
insurance policies. In addition, the beneficiaries of Messrs.  Cervone,  Glisson
and Wolfson and Ms.  Scheiderman  will each  receive  $100,000  death  benefits,
payable upon the respective  participant's  death.  Due to the fact that Messrs.
Dubberly,  Watson and Williams were  determined  not to be insurable,  they will
each  receive  a  larger  lump  sum  payment  in their  15th  year of  receiving
retirement  benefits.  In 2000, the IRP provided Atlantic BancGroup with $21,300
in income.

--------------------------------------------------------------------------------
       The Board of Directors Recommends that the Shareholders Vote "For"
            Ratifying the Indexed Retirement Plan for the Directors.
--------------------------------------------------------------------------------

                                 PROPOSAL III --
        RATIFICATION OF THE INDEXED RETIREMENT PLAN FOR CERTAIN OFFICERS

         The  Board  of   Directors   has   adopted,   subject  to   shareholder
ratification,  an  Indexed  Retirement  Plan  ("IRP") to cover  certain  Company
officers  and the current  directors  of Atlantic  BancGroup.  The matter of the
individual  director  awards is covered in Proposal II of this Proxy  Statement.
This  Proposal  is to vote on the  awards  made to  former  director  and  Chief
Executive Officer M. Michael Witherspoon;  director, Chief Executive Officer and
President  Barry W.  Chandler;  Executive  Vice  President  and Chief  Financial
Officer David L. Young; and Bank Senior Vice President Grady R. Kearsey.

         The IRP is administered through the use of individual Executive Indexed
Retirement  Agreements  and  Split  Dollar  Agreements,  the  terms of which are
substantially  identical  for  all  participants.  A  sample  Executive  Indexed
Retirement Agreement and Split Dollar Agreement are included herewith as Exhibit
D and Exhibit E, respectively.

         The  purpose  of the  IRP  is to  help  attract  and  retain  qualified
management  for the  Company by  offering a benefit  that  rewards  certain  key
officers  for their years of service to the  Company.  The IRP, as  presented in
this Proposal III, must be approved by a majority vote of the outstanding shares
represented at the Annual Meeting in order to become  effective.  Benefits under
the IRP vest over a five-year  period  beginning in 1998, the first full year of
service  provided  to  the  Company.  At  December  31,  2000,  except  for  Mr.
Witherspoon,  all  officer  participants  were 60%  vested  under  the IRP.  Mr.

Witherspoon resigned his position on April 5, 2000, and therefore, is 40% vested
in the IRP.

         In order to fund the IRP for certain officers,  Atlantic  BancGroup has
purchased  a pool of  life  insurance  policies  with  $400,000  that  had  been
previously invested in Federal Funds. The cost of this investment is as follows:


(Table follows this page)

                                       10
<PAGE>


Name or Positions                                              Dollar Value
--------------------------------------------------------------------------------
M. Michael Witherspoon
         Former Director, President and
         Chief Executive Officer                                $100,000

Barry W. Chandler
         Director, President and
         Chief Executive Officer                                 100,000

All Officers                                                     400,000

All Non-Employee Directors                                       700,000
--------------------------------------------------------------------------------


         The   individual   policies  have  cash   surrender   values  that  can
progressively  grow, based on a fluctuating index of life insurance  securities,
resulting in an earnings  stream.  The portion of that  earning  stream equal to
what  Atlantic  BancGroup  had been earning on its Federal  Funds  investment is
realized as income by Atlantic  BancGroup.  The variable  portion  above what is
retained by  Atlantic  BancGroup,  is used to fund the IRP for the four  officer
participants.

         Beginning  at age 65 and  continuing  for a total of 15 years,  the IRP
participants  will each receive an annual cash retirement  benefit payment.  The
size of these  payments will depend on the growth in value of the purchased pool
of life insurance policies. In addition, the beneficiaries of Messrs.  Chandler,
Kearsey,  Witherspoon  and Young  will each  receive  $100,000  death  benefits,
payable  upon the  respective  participant's  death.  In 2000,  the IRP provided
Atlantic BancGroup with $21,300 in income.

--------------------------------------------------------------------------------
       The Board of Directors Recommends that the Shareholders Vote "For"
                  Ratifying the Indexed Retirement Plan for the
                     One Former and Three Current Officers.
--------------------------------------------------------------------------------

              PROPOSAL IV -- RATIFICATION OF THE APPOINTMENT OF THE
                 INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
                                DECEMBER 31, 2001

         Following consultation with the Audit Committee, the Board of Directors
intends to retain the accounting firm of Stevens,  Powell & Company, P.A. as the
independent  auditor for the Company  for the fiscal  year ending  December  31,
2001.  A  representative  from the firm is  expected to be present at the Annual
Meeting to make a statement and respond to shareholder questions.


         Audit Fees:      The aggregate fees billed for professional services by
Stevens,  Powell & Company,  P.A.,  in  connection  with the audit of the annual
financial statements for the fiscal year ended December 31, 2000 and the reviews
of the financial statements included in Atlantic  BancGroup's  quarterly filings
with the Securities and Exchange Commission were $38,300.




                                       11
<PAGE>


         All Other Fees:  In  addition  to  fees  billed for audit  services and
interim  reviews of financial  statements for 2000,  Stevens,  Powell & Company,
P.A.,  billed  the  Company  $7,275,  which was  substantially  for  tax-related
services and accounting consultation.


--------------------------------------------------------------------------------
         The Board of Directors Recommends that Shareholders Vote "For"
           the Appointment of Stevens, Powell & Company, P.A. as the
       Independent Auditor for the Fiscal Year Ending December 31, 2001.
--------------------------------------------------------------------------------

                   PROPOSAL V -- ADJOURNMENT OF ANNUAL MEETING

         The Board of  Directors  seeks  your  approval  to  adjourn  the Annual
Meeting in the event that there are not a sufficient  number of votes to approve
Proposals  I, II, III or IV at the Annual  Meeting.  In order to permit  proxies
that  have  been  timely  received  by  Atlantic  BancGroup  to be voted  for an
adjournment,   we  are  submitting  this  Proposal  as  a  separate  matter  for
consideration.  If it is  necessary  to  adjourn  the  Annual  Meeting  and  the
adjournment is for a period of less than 30 days, no notice of the time or place
of the reconvened  Annual Meeting will be given to  shareholders,  other than an
announcement made at the Annual Meeting.

--------------------------------------------------------------------------------
         The Board of Directors Recommends that Shareholders Vote "For"
                     the Adjournment of the Annual Meeting.
--------------------------------------------------------------------------------

                              SHAREHOLDER PROPOSALS

         In order to be eligible  for  inclusion in Atlantic  BancGroup's  proxy
materials for the 2002 Annual Meeting, any shareholder's proposal to take action
at that  Meeting  must be received at our  corporate  office at 1315 South Third


                                       12


Street,  Jacksonville Beach, Florida 32250, no later than November 26, 2001. Any
such  proposals  shall  be  subject  to  the  requirements  of the  proxy  rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.


                    NOTICE OF BUSINESS TO BE CONDUCTED AT AN
                   ANNUAL MEETING AND SHAREHOLDER NOMINATIONS

         Our Bylaws  provide an advance  notice  procedure for bringing  certain
business,  including nominations for directors,  before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic  BancGroup's  Corporate  Secretary not less
than ten days before the time originally fixed for such meeting.



                                  SOLICITATION

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited
by  directors,  officers or our regular  employees,  in person or by  telephone,
e-mail or mail. We are requesting  persons and entities  holding shares in their
names, or in the names of their nominees, to send proxy materials to, and obtain
proxies  from,  such  beneficial  owners.  Those  persons and  entities  will be
reimbursed for their reasonable out-of-pocket expenses.


                  OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
                               THE ANNUAL MEETING

         The  Board  of  Directors  knows  of no  other  business  that  will be
presented  for  consideration  at the Annual  Meeting,  other than those matters
described in this Proxy  Statement.  If any other matter  should  properly  come
before the Annual Meeting,  however,  it is intended that the proxies  solicited
hereby will be voted in  accordance  with the  judgment of the person or persons
voting the proxies.  If you do not wish to extend such authority,  you may limit
your proxy by marking the appropriate box on the Proxy Card.


                              FINANCIAL STATEMENTS

         Accompanying  this Proxy  Statement is Atlantic  BancGroup's  2000 Form
10-KSB, which includes the Company's audited financial  statements.  Form 10-KSB
also  serves  as  the  Annual  Report  to  Shareholders  and  Annual  Disclosure
Statement.  Additional  copies of  Atlantic  BancGroup's  Annual  Report on Form
10-KSB are available to  shareholders  at no charge.  Any  shareholder who would
like an  additional  copy may  contact  David  L.  Young,  Corporate  Secretary,
Atlantic BancGroup,  Inc., 1315 South Third Street,  Jacksonville Beach, Florida



                                       13
<PAGE>

32250, telephone number (904) 247-9494.

         Atlantic  BancGroup  currently files periodic  reports  (including Form
10-KSBs, Form 10- QSBs, Proxy Statements, etc.) with the Securities and Exchange
Commission.  These  periodic  reports  are  filed  electronically  via  EDGAR by
Atlantic  BancGroup  and can be  inspected  and copied at the  public  reference
facilities  maintained by the Securities  and Exchange  Commission at its Public
Reference Section,  450 Fifth Street,  NW, Washington,  DC 20549. The Securities
and  Exchange  Commission   maintains  a  website  that  contains   registration
statements,  reports,  proxy and  information  statements and other  information
regarding  registrants that file electronically with the Securities and Exchange
Commission.  Information filed by Atlantic  BancGroup is available for review on
this website. The address of the website is www.sec.gov.


Atlantic BancGroup, Inc.
Dated March 26, 2001



                                       14
<PAGE>


                                                                           Ex.-A


                            ATLANTIC BANCGROUP, INC.
                        EXTERNAL AUDIT COMMITTEE CHARTER


     WHEREAS, the National Association of Securities Dealers,  Inc. ("NASD") has
adopted rules  requiring  those  companies  whose  securities are listed on NASD
exchanges to establish  audit  committees of their Boards of Directors and adopt
charters for those committees; and

     WHEREAS,  in  compliance  with  such  rules,  Atlantic  BancGroup,   Inc.'s
("Atlantic") Board of Directors ("Board") has established an Audit Committee and
adopted this Charter for its governance; and

     WHEREAS,   this  Charter  and  the  Audit   Committee   exist  and  operate
independently  of the Internal Audit Department of Atlantic and its wholly-owned
subsidiary Oceanside Bank;

     WHEREAS,  Atlantic's  independent outside auditor is ultimately accountable
to  the  Board  and  the  Audit  Committee,  as  representatives  of  Atlantic's
shareholders; and

     WHEREAS,  the Board and the Audit Committee have the ultimate  authority to
evaluate  and  nominate  the  outside  independent  auditor to be  proposed  for
shareholder  approval  in the  Proxy  Statement  for each of  Atlantic's  Annual
Meetings of Shareholders.


     NOW  THEREFORE,  the Audit  Committee of the Board of Directors of Atlantic
BancGroup,  Inc.  shall be  established  and  governed  in  accordance  with the
provisions of this Charter:


     Section  1.  Composition  of  the  Audit  Committee.  The  Audit  Committee
     ----------
shall  be  comprised  of  three  members  of the  Board.  Such  members  must be
Independent Directors, as defined in NASD Rule 4200(a)(15),  and must be able to
read and understand fundamental financial statements,  including balance sheets,
income statements,  and cash flow statements. The members of the Audit Committee
shall be elected each year by the whole Board and may only be removed  therefrom
simultaneously  with their removal from the Board,  pursuant to methods provided
by  Atlantic's  Articles  of  Incorporation.  The  initial  members of the Audit
Committee,  to  serve  in 2000,  shall  be:  Jimmy  Dubberly  (Chairman);  Robin
Scheiderman;  and  Conrad  Williams.

     Section 2.  Responsibilities  of the Audit  Committee.  The Audit Committee
     ---------
shall be  responsible  for the  oversight  of all  external  audit  programs  of
Atlantic. Such responsibilities shall include, but not be limited to:

     (a)  Ensuring  receipt from  Atlantic's  independent  outside  auditor of a
          formal written statement  delineating all  relationships  between such
          auditor and Atlantic,  consistent  with  Independence  Standards Board
          Standard 1;

<PAGE>


     (b)  Actively engaging Atlantic's independent outside auditor in a dialogue
          with  respect to any  disclosed  relationships  or  services  that may
          impact the objectivity and independence of that auditor;

     (c)  Taking,  or recommending  that the Board take,  appropriate  action to
          ensure the independence of Atlantic's independent outside auditor;

     (d)  Continually  evaluating the performance and independence of Atlantic's
          independent outside auditor;

     (e)  Prior to the printing of the Proxy  Statement  for each of  Atlantic's
          Annual Meetings of Shareholders,  selecting and recommending a nominee
          to the Board to be Atlantic's independent auditor;

     (f)  Reviewing  and  assessing  the  adequacy of this  Charter on an annual
          basis and  making  recommendations  to the Board  regarding  the audit
          programs and policies of Atlantic.

     Section 3. Governance and Processes of the Audit Committee.
     ---------

     (a)  Organizational  Meeting.  Each year,  within four weeks of its members
          having been elected by the Board,  the Audit  Committee  shall hold an
          "Organizational  Meeting".  At the Organizational  Meeting,  the Audit
          Committee  shall  elect a  Chairperson,  who  shall  preside  over all
          meetings of the Audit  Committee for that year, and shall  establish a
          schedule for its regular meetings, pursuant to Section 3(b) herein.

     (b)  Regular  Meetings.   The  Audit  Committee  shall  meet  quarterly  as
          scheduled by the Audit Committee at the  Organizational  Meeting.  The
          quarterly meetings must be held prior to the filing of Atlantic's Form
          10-QSBs or Form 10-KSB with the Securities and Exchange  Commission in
          each respective quarter.

     (c)  Special  Meetings.  A special  meeting of the Audit  Committee  may be
          called by the  Chairperson  or by both of the other two members of the
          Audit Committee, by providing all other members of the Audit Committee
          with five  days'  written  notice of the date and time of the  special
          meeting.

     (d)  Location of Meetings.  All regular and special  meetings shall be held
          at Atlantic's  corporate  headquarters,  or at such other place as all
          members of the Audit Committee may agree upon.

     (e)  Attendance.  Except in the case of emergency, all members of the Audit
          Committee  are  expected  to  attend  all  meetings,   Organizational,
          regular, and special, of the Audit Committee.



<PAGE>


     (f)  Guests.  All  meetings of the Audit  Committee  shall be closed to all
          non-members. However, by majority vote, the Audit Committee may invite
          guest(s)  to  attend  its  meetings  to  either  observe,  respond  to
          questions or make  presentations.  Such potential  guests may include,
          without  limitation,  Atlantic's  President,  Chief Financial Officer,
          corporate  counsel,   or   representatives   from  Atlantic's  outside
          independent auditor.

     (g)  Interaction  with Auditor.  The  independent  outside  auditor and the
          Audit  Committee are to have direct access to each other.  Such access
          is to be used, without  limitation,  to make inquiries and reports and
          to define and examine the scope and quality of the  services  provided
          to Atlantic by the independent outside auditor.

     (h)  Governance.  All actions and  recommendations  of the Audit  Committee
          shall be determined by majority vote of the Audit  Committee at a duly
          called and held meeting thereof.


     WHEREFORE,  this  Audit  Committee  Charter  was  adopted  by the  Board of
Directors of Atlantic BancGroup, Inc. this 20th day of July, 2000.


                                                   Attest:




/s/ Donald F. Glisson, Jr.                         /s/ David L. Young
----------------------------------                 -----------------------------
Donald F. Glisson, Jr.,                            David L. Young,
Chairman of the Board of Directors                 Corporate Secretary


                                                             (SEAL)


<PAGE>



                                                                           Ex-B.

                                 OCEANSIDE BANK
                      DIRECTOR INDEXED RETIREMENT AGREEMENT


         THIS AGREEMENT is made this            day of                  2000, by
                                     ----------        ----------------
and  between  OCEANSIDE  BANK,  a  state-chartered  commercial  bank  located in
Jacksonville  Beach,  Florida (the  "Oceanside"),  and [NAME OF  DIRECTOR]  (the
"Director").


                                  INTRODUCTION

         To  attract,  retain  and  reward  quality  Directors  and to provide a
potentially higher level of retirement  income,  Oceanside is willing to provide
the Director with this Director Indexed Retirement Agreement. Oceanside will pay
the benefits from its general assets.


                                    AGREEMENT

         The Director and Oceanside agree as follows:

                                    Article I
                                   Definitions

         Whenever used in this Agreement,  the following words and phrases shall
have the meanings specified:

         1.1   "Adjustment Rate"  shall  mean  the  figure  equal  to one  minus
Oceanside's highest marginal tax rate for the current calendar year.

         1.2   "Change of Control" means the  transfer of shares of  Oceanside's
voting common stock such that one entity or one person acquires (or is deemed to
acquire  when  applying  Section  318 of the  Code)  more  than  50  percent  of
Oceanside's outstanding voting common stock.

         1.3   "Effective Date" means February 1, 2000.

         1.4   "Normal  Retirement Age" means the later of the  Director's  65th
birthday or the end of the fifth Plan Year following the Effective Date.

         1.5   "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Service.

         1.6   "Plan Year"  means  each  calendar  year  from  January 1 through
December 31. In the year of implementation, it shall commence with the Effective
Date of this Agreement and end on December 31, 2000.


<PAGE>


         1.7   "Retirement Account  means the account maintained on the books of
Oceanside as described in Section 2.2.

         1.8   "Simulated Investments" mean actual or  hypothetical  investments
specified by Oceanside for use in measuring the Retirement  Benefit.  Subject to
Article  2,  Oceanside  can  change  the  Simulated  Investments  only  with the
Director's  written  agreement.  The  Simulated  Investments  shall  be of equal
initial amounts.

         1.9   "Simulated  Investment  Earnings"  means  the  after-tax  rate of
return  on a  Simulated  Investment.  If  the  Simulated  Investment  is a  life
insurance policy, the Simulated  Investment  Earnings shall track cash surrender
value and not include receipt of the policy's death benefit.

         1.10  "Termination  of  Service"  means  the  Director  ceases  to be a
Director of Oceanside for any reason whatsoever other than death.

         1.11  "Vesting  Period"  means  the five (5) year  period  prior to the
Director  being  eligible to receive  full  benefits as  described  in Article 3
herein.

                                    Article 2
                               Retirement Account

         2.1   Simulated Investments.  Oceanside  shall  establish two Simulated
Investments  in the aggregate  amount of $100,000 as of the  Effective  Date, as
follows:

                2.1.1    Simulated  Investment  Number One shall  track the cash
         surrender  value  of a  specified  portion  of a pool  of  one or  more
         specified  life  insurance  policy(s)  as  described in Appendix A. For
         purposes of this calculation,  whether the policies are hypothetical or
         actually issued insurance contracts, it is assumed that the individuals
         insured in the pool of  policies  live to age 95. In the event a policy
         is  surrendered  or  lapsed  or an  insured  individual  dies  prior to
         attaining age 95, the policy's values will continue to be obtained from
         the  specified  insurance  company  and  included in the pool as if the
         surrender,  lapse or death did not occur. When an individual insured by
         a life insurance policy in the pool described in Appendix A attains age
         95 during a Plan Year, the cash surrender value of policies  pertaining
         to that individual shall be excluded from the total value of the policy
         pool  effective  at the  beginning  of  the  Plan  Year  in  which  the
         individual  attains age 95 and  thereafter  the value of the  remaining
         policies  in the pool  shall be  calculated  by  increasing  the actual
         values in the proportion that the eliminated  policy values bore to the
         value of all the remaining policies in the pool at the beginning of the
         Plan  Year in  which  the  insured  individual  attained  age 95.  (For
         example, assume the total value of all policies in the pool is $100,000
         at the beginning of a Plan Year and the value of a policy on an insured
         that attains age 95 during the Plan Year is $20,000 at the beginning of
         the Plan  Year.  The policy to be  excluded  is 25% of the value of the
         remaining  policies.  Therefore,  the  actual  value  of the  remaining
         policies will be  mathematically  increased 25% thereafter for purposes

<PAGE>


         of this agreement.)


                2.1.2    Simulated  Investment  Number Two shall track the value

         of  a  simulated  investment  account  comprised  of both principal and
         accumulated  net after-tax interest earnings. Pre-tax interest earnings
         for the first  Plan Year shall be  calculated  using an annual  rate of
         2.92  percent.  Each  Plan Year  thereafter  the pre-tax  interest rate
         shall be equal  to the ratio of Interest Expense/Average Assets for the
         calendar  year  immediately  preceding  the  Plan Year as  reported  in
         Oceanside's,  or   its  successor's,   Federal  Financial  Institutions
         Examination  Council  Uniform Bank  Performance  Report.  The principal
         amount of  the  Simulated  Investment  Number Two shall be increased by
         the  amount  of  each  after-tax  benefit  paid  under  this  Agreement
         effective  the  first  day  of the Plan  Year  following  such  benefit
         payments.  Calculations for  Simulated Investment Number Two assume the
         income tax rate to  be  Oceanside's  highest  marginal tax rate for the
         prior  calendar  year, and  assumes that interest (net of tax) shall be
         compounded on an annual basis at the end of each Plan Year.

         2.2  Retirement Account. Oceanside shall establish a Retirement Account
on its books  for the  Director.  The  Retirement  Account  balance  during  the
pre-termination  period is  determined  by  subtracting  the value of  Simulated
Investment  Number  Two from the value of  Simulated  Investment  Number One and
dividing  the  difference  by  the  Adjustment  Rate.  The  Retirement   Account
subsequent to the Termination  Date is reduced by payments of the Primary Normal
Retirement Benefit under Section 4.1.1.

         2.3  Statement of Accounts.  Oceanside  shall  provide to the Director,
within 60 days after each Plan Year, a statement  setting  forth the  Retirement
Account balance.

         2.4  Accounting  Device  Only.  The  Retirement  Account and  Simulated
Investments  are  solely  devices  for  measuring  amounts to be paid under this
Agreement.  They are not a trust  fund of any kind.  The  Director  is a general
unsecured  creditor of  Oceanside  for the  payment of  benefits.  The  benefits
represent the mere promise to pay such benefits.  The Director's  rights are not
subject in any manner to anticipation, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.

                                    Article 3
                                     Vesting

         3.1  Vesting Requirement.  The Director's right to receive the benefits
provided  for  in  Articles  4 and  5  herein  shall  vest  in  five  (5)  equal
installments  the first  ending on  December  31,  2000,  and the last ending on
December 31, 2004. Each such  installment  shall entitle the Director to receive
20% of the primary and secondary  benefits described in Sections 5.1.1 and 5.2.2
herein.  The  installments  shall be cumulative  and shall be paid in accordance
with  the  benefits   described  in  Articles  4  and  5  herein.  Any  unvested
installments   shall   be   forfeited   by  the   Director   upon   termination.
Notwithstanding  the foregoing,  in the event of a change in control, as defined

<PAGE>

herein,  all benefits shall become vested on the day  immediately  preceding the
effective date of a change in control.


                                    Article 4
                                Normal Retirement

         4.1  Normal Retirement Benefit.  Subject to the general  limitations of
Article 8, upon  reaching  the  Normal  Retirement  Date while in the  full-time
Service with  Oceanside,  the Director shall be entitled to both the primary and
secondary benefits described in Sections 4.1.1 and 4.1.2.

                4.1.1    Primary Normal  Retirement  Benefit.  Commencing on the
         Director's Normal Retirement Date, Oceanside shall pay a Primary Normal
         Retirement  Benefit to the  Director  which is equal to the  Director's
         Retirement  Account  balance  as of the Plan  Year  ending  immediately
         preceding the  Director's  Normal  Retirement  Date. The Primary Normal
         Retirement Benefit shall be paid over fifteen (15) years in one hundred
         eighty  (180)  equal  monthly  installments   (without  adjustment  for
         interest  earnings during the payment period),  commencing on the first
         day of the month following the Director's Termination of Service.

                4.1.2    Secondary  Normal  Retirement  Benefit.  Within 60 days
         following  the end of the Plan Year  following  the  Director's  Normal
         Retirement Date, and continuing until the Director's  death,  Oceanside
         shall pay a Secondary Normal  Retirement  Benefit to the Director.  The
         Secondary Normal Retirement Benefit shall be paid annually in an amount
         calculated as follows:

          Earnings for the Plan Year on Simulated Investment Number One
                                    minus the
 After-tax  interest  earnings  for the Plan Year on Simulated Investment Number
                               Two divided by the
                                Adjustment Rate.

         Earnings  on  Simulated  Investment  Number  One  will be  equal to the
         increase in the specified  portion of the cash  surrender  value of the
         life insurance policy(s) described in Appendix A increased by any loans
         or withdrawals  from the policy during the Plan Year and reduced by any
         premium payments during the Plan Year.  Interest  earnings on Simulated
         Investment  Number Two shall be  determined  pursuant to the method set
         forth in Section 2.1 hereof.

                                    Article 5
                          Early Termination of Service

         5.1  Upon Termination  of Service prior to the Normal  Retirement  Age,
other  than by reason of  death,  the  Director  shall be  entitled  to both the
primary and secondary benefits described in Sections 4.1.1 and 4.1.2.


<PAGE>

                5.1.1    Primary Early Termination Benefit.  Commencing  on  the
         Director's  Termination of Service, Oceanside shall pay a Primary Early
         Termination  Benefit  to the Director  which is equal to the Director's
         Retirement  Account  balance  as  of the Plan Year  ending  immediately
         preceding the  Director's  Termination  of  Service.  The Primary Early
         Termination  Benefit  shall be  paid  over  fifteen  (15)  years in one
         hundred eighty (180) equal  monthly  installments  (without  adjustment
         for interest  earnings  during the payment  period),  commencing on the
         first  day  of  the  month  following  the  Director's  Termination  of
         Service.

                5.1.2    Secondary Early  Termination  Benefit.  Within  60 days
         following the end of the Plan Year following the Director's Termination
         of Service, and continuing until the Director's death,  Oceanside shall
         pay  a  Secondary  Early  Termination  Benefit  to  the  Director.  The
         Secondary Early Termination Benefit shall be paid annually in an amount
         calculated as follows:

          Earnings for the Plan Year on Simulated Investment Number One
                                    minus the
 After-tax  interest  earnings  for the Plan Year on Simulated Investment Number
                               Two divided by the
                                 Adjustment Rate

         Earnings  on  Simulated  Investment  Number  One  will be  equal to the
         increase in the specified  portion of the cash  surrender  value of the
         life insurance policy(s) described in Appendix A increased by any loans
         or withdrawals  from the policy during the Plan Year and reduced by any
         premium payments during the Plan Year.  Interest  earnings on Simulated
         Investment  Number Two shall be  determined  pursuant to the method set
         forth in Section 2.1 hereof.

                                    Article 6
                                 Death Benefits

         6.1 Death Benefit.  Upon the  Director's  death prior to termination of
this  Agreement,  Oceanside  shall pay to the  Director's  beneficiary a benefit
equal  to the  Retirement  Account  balance  as of  the  Plan  Year  immediately
preceding  the  Director's  death.  Oceanside  shall  pay  the  benefit  to  the
beneficiary in a lump sum within 60 days following the Director's death.

                                    Article 7
                                  Beneficiaries

         7.1   Beneficiary   Designations.   The  Director  shall   designate  a
beneficiary by filing a written  designation  with  Oceanside.  The Director may
revoke  or  modify  the  designation  at any time by  filing a new  designation.
However,  designations  will only be  effective  if signed by the  Director  and
accepted by Oceanside during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director or if the Director names a spouse as  beneficiary  and the marriage

<PAGE>


is  subsequently  dissolved.  If the Director  dies without a valid  beneficiary
designation, all payments shall be made to the Director's estate.

         7.2  Facility  of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incompetent,   or  to  a  person  incapable  of  handling  the
disposition  of his or her  property,  Oceanside  may pay  such  benefit  to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incompetent  person or incapable person.  Oceanside may require proof of
incompetence,  minority  or  guardianship  as it may deem  appropriate  prior to
distribution  of the  benefit.  Such  distribution  shall  completely  discharge
Oceanside from all liability with respect to such benefit.


                                    Article 8
                               General Limitations

         8.1  Termination  for  Cause.  Notwithstanding  any  provision  of this
Agreement  to the  contrary,  Oceanside  shall not pay any  benefit  under  this
Agreement if Oceanside terminates the Director's Service for:

                (a)  Gross negligence or gross neglect of duties;

                (b)  Commission  of a felony or of a misdemeanor involving moral
         turpitude; or

                (c)  Fraud,  disloyalty,  dishonesty or willful violation of any
         law or significant  Oceanside  policy resulting in an adverse effect on
         Oceanside.

         8.2 Suicide.  Notwithstanding  any  provision of this  Agreement to the
contrary,  Oceanside  shall not pay any  benefit  under  this  Agreement  if the
Director  commits suicide within two years after the date of this Agreement,  or
if the Director has made any material  misstatement  of fact on any  application
for life insurance purchased by Oceanside.

                                    Article 9
                          Claims and Review Procedures

         9.1  Claims Procedure.  Oceanside shall notify any person or entity who
claims a right to an interest under this Agreement (the  "Claimant") in writing,
within 90 days of Claimant's  written  application  for benefits,  of his or her
eligibility or  ineligibility  for benefits under this  Agreement.  If Oceanside
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of this Agreement on which the denial is based,  (3)
a  description  of any  additional  information  or material  necessary  for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an  explanation  of this  Agreement's  claims  review  procedure  and  other
appropriate  information  as to the steps to be taken if the Claimant  wishes to
have the  claim  reviewed.  If  Oceanside  determines  that  there  are  special
circumstances  requiring  additional  time to make a decision,  Oceanside  shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
90 days.

<PAGE>

         9.2  Review  Procedure. If  the Claimant is determined by Oceanside not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim  reviewed by  Oceanside by filing a petition for
review  with  Oceanside  within 60 days after  receipt  of the notice  issued by
Oceanside.  Said  petition  shall state the specific  reasons which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within 60 days after  receipt by  Oceanside  of the  petition,  Oceanside  shall
afford the Claimant (and counsel,  if any) an  opportunity to present his or her
position to  Oceanside  verbally or in writing,  and the  Claimant  (or counsel)
shall have the right to review the pertinent  documents.  Oceanside shall notify
the  Claimant  of its  decision  in writing  within the 60-day  period,  stating
specifically the basis of its decision,  written in a manner to be understood by
the Claimant and the specific  provisions of the Agreement on which the decision
is based.  If,  because  of the need for a  hearing,  the  60-day  period is not
sufficient,  the  decision  may be  deferred  for up to  another  60 days at the
election  of  Oceanside,  but  notice  of this  deferral  shall  be given to the
Claimant.

                                   Article 10
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Director.

                                   Article 11
                                  Miscellaneous

         11.1  Binding  Effect.  This  Agreement shall  bind  the  Director  and
Oceanside and their  beneficiaries,  survivors,  executors,  administrators  and
transferees.

         11.2  No Guarantee  of Service.  This  Agreement  is not an  employment
policy or contract. It does not give the Director the right to remain a director
of  Oceanside,  nor does it interfere  with  Oceanside's  right to discharge the
Director.  It also  does not  require  the  Director  to remain a  director  nor
interfere with the Director's right to terminate Service at any time.

         11.3  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.

         11.4  Non-Transferability.  Benefits  under  this  Agreement  cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.

         11.5  Tax Withholding.  Oceanside  shall  withhold  any  taxes that are
required to be withheld from the benefits provided under this Agreement.

         11.6  Unfunded   Arrangement.  The  Director  is  a  general  unsecured
creditor of  Oceanside  for the payment of benefits  under this  Agreement.  The
benefits  represent  the mere  promise by Oceanside  to pay such  benefits.  The
rights to benefits  are not subject in any manner to  anticipation,  alienation,
sale, transfer, assignment,  pledge, encumbrance,  attachment, or garnishment by
creditors.  Any  insurance  on the  Director's  life or any other  asset held in
connection  with this  Agreement  is a general  asset of  Oceanside to which the


<PAGE>

Director has no preferred or secured claim.

         11.7  Entire Agreement. This Agreement constitutes the entire agreement
between  Oceanside and the Director as to the subject matter  hereof.  No rights
are  granted  to the  Director  by virtue of this  Agreement  other  than  those
specifically set forth herein.

         11.8  Administration.  Oceanside  shall have powers which are necessary
to administer this Agreement, including but not limited to:

         (a)  Interpreting the provisions of the Agreement;

         (b)  Establishing  and  revising  the  method  of  accounting  for  the
              Agreement;

         (c)  Maintaining a record of benefit payments; and

         (d)  Establishing  rules  and   prescribing  any  forms   necessary  or
              desirable to administer the Agreement.

         11.9  Actions of Oceanside. All determinations, interpretations, rules,
and  decisions of  Oceanside  shall be  conclusive  and binding upon all persons
having or claiming to have any interest or right under this Agreement.

         11.10 Named Fiduciary.  Oceanside shall be the named fiduciary and plan
administrator  under this Agreement.  The named fiduciary may delegate to others
certain  aspects of the  management and operation  responsibilities  of the plan
including the Service of advisors and the  delegation of  ministerial  duties to
qualified individuals.

         IN  WITNESS  WHEREOF,  the  Director  and a duly  authorized  Oceanside
officer have signed this Agreement.



                                                OCEANSIDE BANK

                                       By
                                          --------------------------------------

                                       Title
                                             -----------------------------------


                                                DIRECTOR

                                                --------------------------------
                                                [Name of Director]


<PAGE>


                             Beneficiary Designation

                                 OCEANSIDE BANK
                      DIRECTOR INDEXED RETIREMENT AGREEMENT

I  designate  the  following  as  beneficiary  of  benefits  under  the  Indexed
Retirement Agreement payable following my death:

Primary:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------


Contingent:
            --------------------------------------------------------------------

--------------------------------------------------------------------------------



Note:  To name a trust as beneficiary, please provide the name of the trustee(s)
       and the exact name and date of the trust agreement.
               -----

I understand  that I may change these  beneficiary  designations by filing a new
written  designation with Oceanside.  I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature
           ------------------------------

Date
      -----------------------------------

Accepted by Oceanside this             day of                            , 2000.
                           -----------        --------------------------

By
    -------------------------------------

Title
       ----------------------------------


<PAGE>


                                                                           Ex.-C

                                 OCEANSIDE BANK
                             SPLIT DOLLAR AGREEMENT


         THIS   AGREEMENT   is  made  and   entered   into  this         day  of
                                                                 -------
                 ,  2000,  by and  between  OCEANSIDE  BANK,  a  state-chartered
-----------------
commercial bank located in Jacksonville Beach,  Florida  ("Oceanside") and [NAME
OF DIRECTOR]  (the  "Director").  This  Agreement  shall append the Split Dollar
Endorsement  entered into by the parties on                       ,  1999, or as
                                            ----------------------
subsequently amended, by and between the aforementioned parties.

                                  INTRODUCTION

         To encourage the Director to remain a director of Oceanside,  Oceanside
is willing to divide and share the death proceeds of a life insurance  policy on
the Director's life with the Director's  named  beneficiary.  Oceanside will pay
life insurance premiums from its general assets.


                                    Article 1
                               General Definitions

The following terms shall have the meanings specified:

         1.1. "Insurer" means [insurer].

         1.2  "Policy"  means  insurance  policy  no. [policy no.] issued by the
Insurer.

         1.3  "Insured" means the Director.

         1.4  "Termination  of  Service"  means  the  Director  ceasing  to be a
director  of  Oceanside  for any reason  whatsoever,  other than by reason of an
approved leave of absence.


                                    Article 2
                           Policy Ownership/Interests

         2.1    Oceanside Ownership.  Oceanside  is the sole owner of the Policy
and shall have the right to exercise all incidents of ownership. Oceanside shall
be the direct  beneficiary  of an amount of death  proceeds equal to the greater
of: a) the cash surrender value of the policy; b) the aggregate premiums paid on
the Policy by Oceanside less any outstanding  indebtedness to the Insurer; or c)
the  sum of the  policy  cash  value  at the  time  of  death,  plus  10% of the
difference  between the death  proceeds and the policy cash value at the time of
death.

<PAGE>


         2.2.   Director's  Interest.  The  Director  shall  have  the  right to
designate the  beneficiary of any remaining  death  proceeds of the Policy.  The
Director shall also have the right to elect and change  settlement  options that
may be permitted.

         2.3    Option  to  Purchase. Oceanside  shall  not  sell, surrender  or

transfer ownership of the Policy while this Agreement is in effect without first
giving the  Director or the  Director's  transferee  the option to purchase  the
Policy for a period of sixty (60) days from  written  notice of such  intention.
The purchase price shall be an amount equal to the cash  surrender  value of the
Policy. This provision shall not impair the right of Oceanside to terminate this
Agreement.


                                    Article 3
                                    Premiums

         3.1    Premium Payment.  Oceanside  shall  pay  any premiums due on the
Policy.

         3.2 Imputed Income. Oceanside shall impute income to the Director in an
amount equal to the current term rate for the  Director's  age multiplied by the
aggregate death benefit payable to the Director's beneficiary. The "current term
rate" is the minimum amount  required to be imputed under Revenue Rulings 64-238
and 66-110, or any subsequent applicable authority.


                                    Article 4
                                   Assignment

         The  Director may assign  without  consideration  all  interests in the
Policy and in this  Agreement to any person,  entity or trust.  In the event the
Director transfers all of the Director's interest in the Policy, then all of the
Director's  interest in the Policy and in the  Agreement  shall be vested in the
Director's  transferee,  who shall be substituted  as a party  hereunder and the
Director shall have no further interest in the Policy or in this Agreement.


                                    Article 5
                                     Insurer

         The  Insurer  shall  be bound  only by the  terms  of the  Policy.  Any
payments  the Insurer  makes or actions it takes in  accordance  with the Policy
shall fully  discharge it from all claims,  suits and demands of all entities or
persons.  The  Insurer  shall not be bound by or be deemed to have notice of the
provisions of this Agreement.

<PAGE>


                                    Article 6
                                Claims Procedure

         6.1    Claims  Procedure. Oceanside  shall  notify  the  Director,  the
Director's  transferee or beneficiary,  or any other party who claims a right to
an interest under this Agreement (the "Claimant") in writing,  within 90 days of
Claimant's  written  application  for  benefits,  of his or her  eligibility  or
ineligibility  for benefits under this Agreement.  If Oceanside  determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial,  (2) a specific reference to the
provisions of this Agreement on which the denial is based,  (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
this Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the  Claimant  wishes to have the  claim  reviewed.  If
Oceanside determines that there are special  circumstances  requiring additional
time to make a  decision,  Oceanside  shall  notify the  Claimant of the special
circumstances  and the date by which a decision is expected to be made,  and may
extend the time for up to an additional 90 days.

         6.2    Review Procedure. If the Claimant is determined by Oceanside not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim  reviewed by  Oceanside by filing a petition for
review  with  Oceanside  within 60 days after  receipt  of the notice  issued by
Oceanside.  Said  petition  shall state the specific  reasons which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within 60 days after  receipt by  Oceanside  of the  petition,  Oceanside  shall
afford the Claimant (and counsel,  if any) an  opportunity to present his or her
position to  Oceanside  verbally or in writing,  and the  Claimant  (or counsel)
shall have the right to review the pertinent  documents.  Oceanside shall notify
the  Claimant of its decision in writing  within the sixty- day period,  stating
specifically the basis of its decision,  written in a manner to be understood by
the Claimant and the specific provisions of this Agreement on which the decision
is based.  If,  because  of the need for a  hearing,  the  60-day  period is not
sufficient,  the decision may be deferred for up to another  6-day period at the
election  of  Oceanside,  but  notice  of this  deferral  shall  be given to the
Claimant.


                                    Article 7
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Director.  Unless  otherwise  agreed to by Oceanside
and the Director,  this Agreement will remain in effect following the Director's
Termination of Service.

<PAGE>


                                    Article 8
                                  Miscellaneous

         8.1    Binding Effect.  This  Agreement  shall  bind  the  Director and
Oceanside,  their  beneficiaries,   survivors,  executors,   administrators  and
transferees, and any Policy beneficiary.

         8.2    No  Guarantee  of  Service. This  Agreement is not an employment
policy or contract. It does not give the Director the right to remain a Director
of  Oceanside,  nor does it interfere  with  Oceanside's  right to discharge the
Director.  It also  does not  require  the  Director  to remain a  Director  nor
interfere with the Director's right to terminate service at any time.


         8.3    Applicable Law.  The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Florida,  except
to the extent preempted by the laws of the United States of America.

         8.4    Notice.  Any notice,  consent or demand required or permitted to
be given under the  provisions  of this Split  Dollar  Agreement by one party to
another  shall be in writing,  shall be signed by the party giving or making the
same,  and may be  given  either  by  delivering  the same to such  other  party
personally,  or by mailing the same, by United States  certified  mail,  postage
prepaid,  to such party,  addressed to his or her last known address as shown on
the records of  Oceanside.  The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.

         8.5    Entire   Agreement.  This  Agreement  constitutes   the   entire
agreement between Oceanside and the Director as to the subject matter hereof. No
rights are granted to the Director by virtue of this Agreement  other than those
specifically set forth herein.

         8.6    Administration.  Oceanside shall have powers which are necessary
to administer this Agreement, including but not limited to:

         (a)    Interpreting the provisions of the Agreement;

         (b)    Establishing  and  revising  the  method  of  accounting for the
Agreement;

         (c)    Maintaining a record of benefit payments; and

         (d)    Establishing  rules  and  prescribing  any  forms  necessary  or
desirable to administer the Agreement.

         8.7    Named Fiduciary. Oceanside shall be the named fiduciary and plan
administrator  under the Agreement.  The named  fiduciary may delegate to others
certain  aspects of the  management and operation  responsibilities  of the plan
including the Service of advisors and the  delegation of  ministerial  duties to
qualified individuals.

<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.

DIRECTOR                                          OCEANSIDE BANK



                                                  By
-----------------------------------                  ---------------------------
         [Name of Director]                       Title
                                                        ------------------------

<PAGE>


                         SPLIT DOLLAR POLICY ENDORSEMENT
                      OCEANSIDE BANK SPLIT DOLLAR AGREEMENT


Policy No. [policy no.]                              Insured: [Name of Director]

Supplementing   and  amending  the   application   for  insurance  to  [insurer]
("Insurer") on              , 1999, the applicant requests and directs that:
               -------------

                                  BENEFICIARIES
                                  -------------

         1.  OCEANSIDE  BANK,  a  state-chartered  commercial  bank  located  in
Jacksonville Beach,  Florida  ("Oceanside"),  shall be the direct beneficiary of
death  proceeds  equal to the  greater  of (a) the cash  surrender  value of the
policy;  (b) the  aggregate  premiums  paid on the Policy by Oceanside  less any
outstanding indebtedness to the Insurer; or (c) the sum of the policy cash value
at the time of death plus 10% of the difference between the total death proceeds
and the policy cash value at the time of death.

         2.  The beneficiary of any remaining death proceeds shall be designated
by the  Insured  or the  Insured's  transferee,  subject  to the  provisions  of
paragraph (5) below.

                                    OWNERSHIP
                                    ---------

         3.  The  Owner  of  the policy shall be Oceanside. The Owner shall have
all ownership rights in the Policy except as may be specifically  granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.

         4.  The Insured  or the  Insured's  transferee  shall have the right to
assign his or her  rights  and  interests  in the  Policy  with  respect to that
portion of the death proceeds  designated in paragraph (2) of this  endorsement,
and to exercise all settlement options with respect to such death proceeds.

               MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
               ---------------------------------------------------

Upon the death of the Insured,  the interest of any  collateral  assignee of the
Owner of the Policy  designated  in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.

                                OWNERS AUTHORITY
                                ----------------

The  Insurer is hereby  authorized  to  recognize  the  Owner's  claim to rights
hereunder  without  investigating  the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient  for the exercise of any rights under
this  Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.

<PAGE>

Any transferee's rights shall be subject to the Endorsement.

The owner accepts and agrees to this split dollar endorsement.

Signed at                 , Florida, this      day of             , 2000.
          ----------------                ----        ------------

OCEANSIDE BANK

By
   ------------------------------
Its
    ------------------------------
The Insured  accepts and agrees to the foregoing  and,  subject to the rights of
the Owner as stated above,  designates                                        as
                                       --------------------------------------
primary beneficiary and                                as  secondary beneficiary
                        ------------------------------
of the portion of the proceeds described in (2) above.

Enter the relationship to the Insured of:
         Primary beneficiary
                             ----------------------------
         Secondary beneficiary
                               --------------------------
Signed at                       , Florida, this      day of              , 2000.
          ----------------------                ----        ------------

THE INSURED:

-------------------------------
         [Name of Director]


<PAGE>


                                                                           Ex.-D

                                 OCEANSIDE BANK
                     EXECUTIVE INDEXED RETIREMENT AGREEMENT


         THIS AGREEMENT is made this           day of                      2000,
                                     ---------        --------------------
by and between  OCEANSIDE  BANK, a  state-chartered  commercial  bank located in
Jacksonville  Beach,  Florida (the  "Oceanside"),  and [NAME OF EXECUTIVE]  (the
"Executive").


                                  INTRODUCTION

         To  attract,  retain and  reward  quality  Executives  and to provide a
potentially higher level of retirement  income,  Oceanside is willing to provide
the Executive with this Executive Indexed Retirement  Agreement.  Oceanside will
pay the benefits from its general assets.


                                    AGREEMENT

         The Executive and Oceanside agree as follows:

                                    Article I
                                   Definitions

         Whenever used in this Agreement,  the following words and phrases shall
have the meanings specified:

         1.1   "Adjustment  Rate"  shall  mean  the  figure  equal  to one minus
Oceanside's highest marginal tax rate for the current calendar year.

         1.2  "Change of  Control"  means the  transfer of shares of Oceanside's
voting common stock such that one entity or one person acquires (or is deemed to
acquire  when  applying  Section  318 of the  Code)  more  than  50  percent  of
Oceanside's outstanding voting common stock.

         1.3   "Effective Date" means February 1, 2000.

         1.4   "Normal Retirement Age" means the later of the  Executive's  65th
birthday or the end of the fifth Plan Year following the Effective Date.

         1.5   "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.

         1.6   "Plan  Year"  means  each  calendar  year  from January 1 through
December 31. In the year of implementation, it shall commence with the Effective
Date of this Agreement and end on December 31, 2000.

<PAGE>


         1.7   "Retirement  Account  means  the  account maintained on the books
of Oceanside as described in Section 2.2.

         1.8   "Simulated Investments"  mean actual or hypothetical  investments
specified by Oceanside for use in measuring the Retirement  Benefit.  Subject to
Article  2,  Oceanside  can  change  the  Simulated  Investments  only  with the
Executive's  written  agreement.  The  Simulated  Investments  shall be of equal
initial amounts.

         1.9   "Simulated  Investment  Earnings"  means  the  after-tax  rate of
return  on a  Simulated  Investment.  If  the  Simulated  Investment  is a  life
insurance policy, the Simulated  Investment  Earnings shall track cash surrender
value and not include receipt of the policy's death benefit.

         1.10  "Termination  of  Employment"  means the  Executive  ceases to be
employed by Oceanside for any reason whatsoever other than death.

         1.11  "Vesting  Period"  means  the five (5) year  period  prior to the
Executive  being  eligible to receive  full  benefits as  described in Article 3
herein.

                                    Article 2
                               Retirement Account

         2.1   Simulated  Investments.  Oceanside  shall establish two Simulated
Investments  in the aggregate  amount of $100,000 as of the  Effective  Date, as
follows:

                2.1.1    Simulated  Investment  Number One shall  track the cash
         surrender  value  of a  specified  portion  of a pool  of  one or  more
         specified  life  insurance  policy(s)  as  described in Appendix A. For
         purposes of this calculation,  whether the policies are hypothetical or
         actually issued insurance contracts, it is assumed that the individuals
         insured in the pool of  policies  live to age 95. In the event a policy
         is  surrendered  or  lapsed  or an  insured  individual  dies  prior to
         attaining age 95, the policy's values will continue to be obtained from
         the  specified  insurance  company  and  included in the pool as if the
         surrender,  lapse or death did not occur. When an individual insured by
         a life insurance policy in the pool described in Appendix A attains age
         95 during a Plan Year, the cash surrender value of policies  pertaining
         to that individual shall be excluded from the total value of the policy
         pool  effective  at the  beginning  of  the  Plan  Year  in  which  the
         individual  attains age 95 and  thereafter  the value of the  remaining
         policies  in the pool  shall be  calculated  by  increasing  the actual
         values in the proportion that the eliminated  policy values bore to the
         value of all the remaining policies in the pool at the beginning of the
         Plan  Year in  which  the  insured  individual  attained  age 95.  (For
         example, assume the total value of all policies in the pool is $100,000
         at the beginning of a Plan Year and the value of a policy on an insured
         that attains age 95 during the Plan Year is $20,000 at the beginning of
         the Plan  Year.  The policy to be  excluded  is 25% of the value of the
         remaining  policies.  Therefore,  the  actual  value  of the  remaining
         policies will be  mathematically  increased 25% thereafter for purposes
         of this agreement.)


<PAGE>


                2.1.2    Simulated  Investment  Number Two shall track the value
         of  a  simulated  investment  account  comprised  of both principal and
         accumulated net after-tax interest earnings. Pre-tax  interest earnings
         for the first Plan Year shall be  calculated  using an  annual  rate of
         2.92  percent.  Each Plan Year  thereafter  the pre-tax  interest  rate
         shall be equal to the ratio of Interest Expense/Average  Assets for the
         calendar  year  immediately  preceding  the Plan  Year as  reported  in
         Oceanside's,  or  its  successor's,   Federal  Financial   Institutions
         Examination  Council Uniform Bank  Performance  Report.  The  principal
         amount of the  Simulated  Investment  Number Two shall be  increased by
         the  amount  of  each  after-tax  benefit  paid  under  this  Agreement
         effective  the  first  day  of the Plan  Year  following  such  benefit
         payments.  Calculations for  Simulated Investment Number Two assume the
         income tax rate to be  Oceanside's  highest  marginal  tax rate for the
         prior  calendar  year, and assumes that  interest (net of tax) shall be
         compounded on an annual basis at the end of each Plan Year.

         2.2   Retirement  Account.  Oceanside  shall  establish  a   Retirement
Account on its books for the Executive.  The Retirement  Account  balance during
the  pre-termination  period is determined by subtracting the value of Simulated
Investment  Number  Two from the value of  Simulated  Investment  Number One and
dividing  the  difference  by  the  Adjustment  Rate.  The  Retirement   Account
subsequent to the Termination  Date is reduced by payments of the Primary Normal
Retirement Benefit under Section 4.1.1.

         2.3   Statement of Accounts. Oceanside shall provide to the  Executive,
within 60 days after each Plan Year, a statement  setting  forth the  Retirement
Account balance.

         2.4   Accounting  Device Only.  The  Retirement  Account and  Simulated
Investments  are  solely  devices  for  measuring  amounts to be paid under this
Agreement.  They are not a trust fund of any kind.  The  Executive  is a general
unsecured  creditor of  Oceanside  for the  payment of  benefits.  The  benefits
represent the mere promise to pay such benefits.  The Executive's rights are not
subject in any manner to anticipation, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

                                    Article 3
                                     Vesting

         3.1   Vesting  Requirement.  The  Executive's  right  to  receive   the
benefits  provided  for in Articles 4 and 5 herein  shall vest in five (5) equal
installments  the first  ending on  December  31,  2000,  and the last ending on
December 31, 2004. Each such installment  shall entitle the Executive to receive
20% of the primary and secondary  benefits described in Sections 5.1.1 and 5.2.2
herein.  The  installments  shall be cumulative  and shall be paid in accordance
with  the  benefits   described  in  Articles  4  and  5  herein.  Any  unvested
installments   shall  be   forfeited   by  the   Executive   upon   termination.
Notwithstanding  the foregoing,  in the event of a change in control, as defined
herein,  all benefits shall become vested on the day  immediately  preceding the
effective date of a change in control.


<PAGE>


                                    Article 4
                                Normal Retirement

         4.1   Normal Retirement Benefit.  Subject to the general limitations of
Article 8, upon  reaching  the  Normal  Retirement  Date while in the  full-time
employment with  Oceanside,  the Executive shall be entitled to both the primary
and secondary benefits described in Sections 4.1.1 and 4.1.2.

                4.1.1    Primary Normal  Retirement  Benefit.  Commencing on the
         Executive's  Normal  Retirement  Date,  Oceanside  shall  pay a Primary
         Normal  Retirement  Benefit  to the  Executive  which  is  equal to the
         Executive's  Retirement  Account  balance  as of the Plan  Year  ending
         immediately  preceding the  Executive's  Normal  Retirement  Date.  The
         Primary Normal Retirement Benefit shall be paid over fifteen (15) years
         in  one  hundred  eighty  (180)  equal  monthly  installments  (without
         adjustment for interest earnings during the payment period), commencing
         on the first day of the month following the Executive's  Termination of
         Employment.

                4.1.2    Secondary Normal  Retirement  Benefit.  Within  60 days
         following  the end of the Plan Year  following the  Executive's  Normal
         Retirement Date, and continuing until the Executive's death,  Oceanside
         shall pay a Secondary Normal Retirement  Benefit to the Executive.  The
         Secondary Normal Retirement Benefit shall be paid annually in an amount
         calculated as follows:

          Earnings for the Plan Year on Simulated Investment Number One
                                    minus the
 After-tax   interest earnings  for the Plan Year on Simulated Investment Number
                               Two divided by the
                                Adjustment Rate.

         Earnings  on  Simulated  Investment  Number  One  will be  equal to the
         increase in the specified  portion of the cash  surrender  value of the
         life insurance policy(s) described in Appendix A increased by any loans
         or withdrawals  from the policy during the Plan Year and reduced by any
         premium payments during the Plan Year.  Interest  earnings on Simulated
         Investment  Number Two shall be  determined  pursuant to the method set
         forth in Section 2.1 hereof.

                                    Article 5
                         Early Termination of Employment

         5.1   Upon  Termination  of  Employment prior to the Normal  Retirement
Age, other than by reason of death,  the Executive shall be entitled to both the


<PAGE>

primary and secondary benefits described in Sections 4.1.1 and 4.1.2.

                5.1.1    Primary  Early  Termination  Benefit. Commencing on the
         Executive's  Termination  of  Employment, Oceanside shall pay a Primary
         Early  Termination  Benefit  to  the  Executive  which  is equal to the
         Executive's  Retirement  Account  balance  as  of  the Plan Year ending
         immediately  preceding  the  Executive's Termination of Employment. The
         Primary Early Termination Benefit shall be paid over fifteen (15) years
         in  one  hundred  eighty  (180)  equal  monthly  installments  (without
         adjustment for interest earnings during the payment period), commencing
         on the first day of the month following the Executive's  Termination of
         Employment.

                5.1.2    Secondary  Early  Termination  Benefit.  Within 60 days
         following  the  end  of  the  Plan  Year   following  the   Executive's
         Termination of Employment,  and continuing until the Executive's death,
         Oceanside  shall  pay a  Secondary  Early  Termination  Benefit  to the
         Executive.  The  Secondary  Early  Termination  Benefit  shall  be paid
         annually in an amount calculated as follows:

          Earnings for the Plan Year on Simulated Investment Number One
                                    minus the
 After-tax  interest  earnings  for the Plan Year on Simulated Investment Number
                               Two divided by the
                                 Adjustment Rate

         Earnings  on  Simulated  Investment  Number  One  will be  equal to the
         increase in the specified  portion of the cash  surrender  value of the
         life insurance policy(s) described in Appendix A increased by any loans
         or withdrawals  from the policy during the Plan Year and reduced by any
         premium payments during the Plan Year.  Interest  earnings on Simulated
         Investment  Number Two shall be  determined  pursuant to the method set
         forth in Section 2.1 hereof.

                                    Article 6
                                 Death Benefits

         6.1   Death Benefit. Upon the Executive's death prior to termination of
this Agreement,  Oceanside  shall pay to the  Executive's  beneficiary a benefit
equal  to the  Retirement  Account  balance  as of  the  Plan  Year  immediately
preceding  the  Executive's  death.  Oceanside  shall  pay  the  benefit  to the
beneficiary in a lump sum within 60 days following the Executive's death.

                                    Article 7
                                  Beneficiaries

        7.1   Beneficiary   Designations.   The  Executive  shall  designate  a
beneficiary by filing a written  designation  with Oceanside.  The Executive may
revoke  or  modify  the  designation  at any time by  filing a new  designation.


<PAGE>

However,  designations  will only be  effective if signed by the  Executive  and
accepted  by  Oceanside  during  the  Executive's   lifetime.   The  Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases  the Executive or if the Executive names a spouse as beneficiary and
the marriage is  subsequently  dissolved.  If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

         7.2   Facility of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incompetent,   or  to  a  person  incapable  of  handling  the
disposition  of his or her  property,  Oceanside  may pay  such  benefit  to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incompetent  person or incapable person.  Oceanside may require proof of
incompetence,  minority  or  guardianship  as it may deem  appropriate  prior to
distribution  of the  benefit.  Such  distribution  shall  completely  discharge
Oceanside from all liability with respect to such benefit.

                                    Article 8
                               General Limitations

         8.1  Termination  for  Cause.  Notwithstanding  any  provision  of this
Agreement  to the  contrary,  Oceanside  shall not pay any  benefit  under  this
Agreement if Oceanside terminates the Executive's employment for:

                  (a) Gross negligence or gross neglect of duties;

                  (b) Commission of a felony or of a misdemeanor involving moral
         turpitude; or

                  (c) Fraud, disloyalty,  dishonesty or willful violation of any
         law or significant  Oceanside  policy resulting in an adverse effect on
         Oceanside.

         8.2   Suicide.  Notwithstanding any provision of this  Agreement to the
contrary,  Oceanside  shall not pay any  benefit  under  this  Agreement  if the
Executive commits suicide within two years after the date of this Agreement,  or
if the Executive has made any material  misstatement  of fact on any application
for life insurance purchased by Oceanside.

                                    Article 9
                          Claims and Review Procedures

         9.1   Claims Procedure. Oceanside shall notify any person or entity who
claims a right to an interest under this Agreement (the  "Claimant") in writing,
within 90 days of Claimant's  written  application  for benefits,  of his or her
eligibility or  ineligibility  for benefits under this  Agreement.  If Oceanside
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of this Agreement on which the denial is based,  (3)
a  description  of any  additional  information  or material  necessary  for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an  explanation  of this  Agreement's  claims  review  procedure  and  other
appropriate  information  as to the steps to be taken if the Claimant  wishes to


<PAGE>

have the  claim  reviewed.  If  Oceanside  determines  that  there  are  special
circumstances  requiring  additional  time to make a decision,  Oceanside  shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
90 days.

         9.2   Review Procedure.  If the Claimant is determined by Oceanside not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim  reviewed by  Oceanside by filing a petition for
review  with  Oceanside  within 60 days after  receipt  of the notice  issued by
Oceanside.  Said  petition  shall state the specific  reasons which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within 60 days after  receipt by  Oceanside  of the  petition,  Oceanside  shall
afford the Claimant (and counsel,  if any) an  opportunity to present his or her
position to  Oceanside  verbally or in writing,  and the  Claimant  (or counsel)
shall have the right to review the pertinent  documents.  Oceanside shall notify
the  Claimant  of its  decision  in writing  within the 60-day  period,  stating
specifically the basis of its decision,  written in a manner to be understood by
the Claimant and the specific  provisions of the Agreement on which the decision
is based.  If,  because  of the need for a  hearing,  the  60-day  period is not
sufficient,  the  decision  may be  deferred  for up to  another  60 days at the
election  of  Oceanside,  but  notice  of this  deferral  shall  be given to the
Claimant.

                                   Article 10
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Executive.

                                   Article 11
                                  Miscellaneous

         11.1  Binding  Effect.  This  Agreement  shall  bind  the Executive and
Oceanside and their  beneficiaries,  survivors,  executors,  administrators  and
transferees.

         11.2   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 Oceanside, nor does it interfere with Oceanside'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 employment at any time.

         11.3  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.

         11.4  Non-Transferability.  Benefits  under  this  Agreement  cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.

<PAGE>


         11.5  Tax Withholding.  Oceanside  shall  withhold  any  taxes that are
required to be withheld from the benefits provided under this Agreement.

         11.6  Unfunded  Arrangement.  The  Executive  is  a  general  unsecured
creditor of  Oceanside  for the payment of benefits  under this  Agreement.  The
benefits  represent  the mere  promise by Oceanside  to pay such  benefits.  The
rights to benefits  are not subject in any manner to  anticipation,  alienation,
sale, transfer, assignment,  pledge, encumbrance,  attachment, or garnishment by
creditors.  Any  insurance  on the  Executive's  life or any other asset held in
connection  with this  Agreement  is a general  asset of  Oceanside to which the
Executive has no preferred or secured claim.

         11.7  Entire Agreement. This Agreement constitutes the entire agreement
between  Oceanside 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.

         11.8  Administration.  Oceanside  shall have powers which are necessary
to administer this Agreement, including but not limited to:

         (a)  Interpreting the provisions of the Agreement;

         (b)  Establishing  and  revising  the  method  of  accounting  for  the
Agreement;

         (c)  Maintaining a record of benefit payments; and

         (d)  Establishing  rules   and  prescribing  any  forms   necessary  or
desirable to administer the Agreement.

         11.9  Actions of Oceanside. All determinations, interpretations, rules,
and  decisions of  Oceanside  shall be  conclusive  and binding upon all persons
having or claiming to have any interest or right under this Agreement.

         11.10 Named Fiduciary.  Oceanside shall be the named fiduciary and plan
administrator  under this Agreement.  The named fiduciary may delegate to others
certain  aspects of the  management and operation  responsibilities  of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

         IN WITNESS  WHEREOF,  the  Executive  and a duly  authorized  Oceanside
officer have signed this Agreement.



                                                     OCEANSIDE BANK

                                            By
                                               ---------------------------------

                                            Title
                                                  ------------------------------


                                                     EXECUTIVE:

                                                     ---------------------------
                                                     [Name of Executive]


<PAGE>



                             Beneficiary Designation

                                 OCEANSIDE BANK
                     EXECUTIVE INDEXED RETIREMENT AGREEMENT

I  designate  the  following  as  beneficiary  of  benefits  under  the  Indexed
Retirement Agreement payable following my death:

Primary:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------

Contingent:
            --------------------------------------------------------------------

--------------------------------------------------------------------------------



Note:  To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
        -----

I understand  that I may change these  beneficiary  designations by filing a new
written  designation with Oceanside.  I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature
          -------------------------------

Date
     ------------------------------------

Accepted by Oceanside this             day of                            , 2000.
                           -----------        ---------------------------

By
    -------------------------------------

Title
       ----------------------------------


<PAGE>


                                                                           Ex.-E

                                 OCEANSIDE BANK
                             SPLIT DOLLAR AGREEMENT



         THIS   AGREEMENT   is  made  and   entered   into  this         day  of
                                                                 -------
                 ,  2000,  by and  between  OCEANSIDE  BANK,  a  state-chartered
-----------------
commercial bank located in Jacksonville Beach,  Florida  ("Oceanside") and [NAME
OF EXECUTIVE]  (the  "Executive").  This Agreement shall append the Split Dollar
Endorsement  entered into by the parties on                       ,  1999, or as
                                            ----------------------
subsequently amended, by and between the aforementioned parties.

                                  INTRODUCTION

         To  encourage  the  Executive  to  remain  an  employee  of  Oceanside,
Oceanside is willing to divide and share the death  proceeds of a life insurance
policy on the Executive's life with the Executive's named beneficiary. Oceanside
will pay life insurance premiums from its general assets.


                                    Article 1
                               General Definitions

The following terms shall have the meanings specified:

         1.1. "Insurer" means [insurer].

         1.2  "Policy"  means  insurance  policy  no. [policy no.] issued by the
Insurer.

         1.3  "Insured" means the Executive.

         1.4  "Termination  of  Employment"  means the  Executive  ceasing to be
employed  by  Oceanside  for any reason  whatsoever,  other than by reason of an
approved leave of absence.


                                    Article 2
                           Policy Ownership/Interests

         2.1   Oceanside  Ownership.  Oceanside  is the sole owner of the Policy
and shall have the right to exercise all incidents of ownership. Oceanside shall
be the direct  beneficiary  of an amount of death  proceeds equal to the greater
of: a) the cash surrender value of the policy; b) the aggregate premiums paid on
the Policy by Oceanside less any outstanding  indebtedness to the Insurer; or c)
the  sum of the  policy  cash  value  at the  time  of  death,  plus  10% of the
difference  between the death  proceeds and the policy cash value at the time of
death.


<PAGE>


         2.2.  Executive's  Interest.  The  Executive  shall  have  the right t
designate the  beneficiary of any remaining  death  proceeds of the Policy.  The
Executive shall also have the right to elect and change settlement  options that
may be permitted.

         2.3   Option  to  Purchase. Oceanside  shall  not  sell,  surrender  or
transfer ownership of the Policy while this Agreement is in effect without first
giving the Executive or the  Executive's  transferee  the option to purchase the
Policy for a period of sixty (60) days from  written  notice of such  intention.
The purchase price shall be an amount equal to the cash  surrender  value of the
Policy. This provision shall not impair the right of Oceanside to terminate this
Agreement.


                                    Article 3
                                    Premiums

         3.1   Premium  Payment.  Oceanside  shall  pay  any premiums due on the
Policy.

         3.2   Imputed Income. Oceanside shall impute income to the Executive in
an amount equal to the current term rate for the  Executive's  age multiplied by
the aggregate death benefit payable to the Executive's beneficiary. The "current
term rate" is the minimum  amount  required to be imputed under Revenue  Rulings
64-238 and 66-110, or any subsequent applicable authority.


                                    Article 4
                                   Assignment

         The Executive  may assign  without  consideration  all interests in the
Policy and in this  Agreement to any person,  entity or trust.  In the event the
Executive  transfers all of the Executive's  interest in the Policy, then all of
the  Executive's  interest in the Policy and in the Agreement shall be vested in
the  Executive's  transferee,  who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policy or in this Agreement.


                                    Article 5
                                     Insurer

         The  Insurer  shall  be bound  only by the  terms  of the  Policy.  Any
payments  the Insurer  makes or actions it takes in  accordance  with the Policy
shall fully  discharge it from all claims,  suits and demands of all entities or
persons.  The  Insurer  shall not be bound by or be deemed to have notice of the
provisions of this Agreement.

<PAGE>

                                    Article 6
                                Claims Procedure

         6.1   Claims  Procedure. Oceanside  shall  notify  the  Executive,  the
Executive's transferee or beneficiary,  or any other party who claims a right to
an interest under this Agreement (the "Claimant") in writing,  within 90 days of
Claimant's  written  application  for  benefits,  of his or her  eligibility  or
ineligibility  for benefits under this Agreement.  If Oceanside  determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial,  (2) a specific reference to the
provisions of this Agreement on which the denial is based,  (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
this Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the  Claimant  wishes to have the  claim  reviewed.  If
Oceanside determines that there are special  circumstances  requiring additional
time to make a  decision,  Oceanside  shall  notify the  Claimant of the special
circumstances  and the date by which a decision is expected to be made,  and may
extend the time for up to an additional 90 days.

         6.2   Review Procedure. If  the Claimant is determined by Oceanside not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim  reviewed by  Oceanside by filing a petition for
review  with  Oceanside  within 60 days after  receipt  of the notice  issued by
Oceanside.  Said  petition  shall state the specific  reasons which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within 60 days after  receipt by  Oceanside  of the  petition,  Oceanside  shall
afford the Claimant (and counsel,  if any) an  opportunity to present his or her
position to  Oceanside  verbally or in writing,  and the  Claimant  (or counsel)
shall have the right to review the pertinent  documents.  Oceanside shall notify
the  Claimant of its decision in writing  within the sixty- day period,  stating
specifically the basis of its decision,  written in a manner to be understood by
the Claimant and the specific provisions of this Agreement on which the decision
is based.  If,  because  of the need for a  hearing,  the  60-day  period is not
sufficient,  the decision may be deferred for up to another  6-day period at the
election  of  Oceanside,  but  notice  of this  deferral  shall  be given to the
Claimant.

                                    Article 7
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Executive.  Unless  otherwise agreed to by Oceanside
and  the  Executive,   this  Agreement  will  remain  in  effect  following  the
Executive's Termination of Employment.

<PAGE>

                                    Article 8
                                  Miscellaneous

         8.1   Binding Effect.  This  Agreement  shall  bind  the  Executive and
Oceanside,  their  beneficiaries,   survivors,  executors,   administrators  and
transferees, and any Policy beneficiary.

         8.2   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 Oceanside, nor does it interfere with Oceanside'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 employment at any time.

         8.3   Applicable Law.  The  Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Florida,  except
to the extent preempted by the laws of the United States of America.

         8.4   Notice. Any notice, consent or demand required or permitted to be
given  under the  provisions  of this  Split  Dollar  Agreement  by one party to
another  shall be in writing,  shall be signed by the party giving or making the
same,  and may be  given  either  by  delivering  the same to such  other  party
personally,  or by mailing the same, by United States  certified  mail,  postage
prepaid,  to such party,  addressed to his or her last known address as shown on
the records of  Oceanside.  The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.

         8.5   Entire Agreement. This Agreement constitutes the entire agreement
between  Oceanside 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.

         8.6   Administration.  Oceanside  shall have powers which are necessary
to administer this Agreement, including but not limited to:

         (a)   Interpreting the provisions of the Agreement;

         (b)   Establishing  and  revising  the  method  of  accounting  for the
Agreement;

         (c)   Maintaining a record of benefit payments; and

         (d)   Establishing  rules  and  prescribing  any  forms   necessary  or
desirable to administer the Agreement.

         8.7   Named  Fiduciary. Oceanside shall be the named fiduciary and plan
administrator  under the Agreement.  The named  fiduciary may delegate to others
certain  aspects of the  management and operation  responsibilities  of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

<PAGE>




         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.

EXECUTIVE:                                     OCEANSIDE BANK



                                               By
-----------------------------------               ------------------------------
         [Name of Executive]                   Title
                                                     ---------------------------




                         SPLIT DOLLAR POLICY ENDORSEMENT
                      OCEANSIDE BANK SPLIT DOLLAR AGREEMENT


Policy No. [policy no.]                             Insured: [Name of Executive]

Supplementing   and  amending  the   application   for  insurance  to  [insurer]
("Insurer") on October 29, 1999, the applicant requests and directs that:

                                  BENEFICIARIES
                                  -------------

         1.  OCEANSIDE  BANK,  a  state-chartered  commercial  bank  located  in
Jacksonville Beach,  Florida  ("Oceanside"),  shall be the direct beneficiary of
death  proceeds  equal to the  greater  of (a) the cash  surrender  value of the
policy;  (b) the  aggregate  premiums  paid on the Policy by Oceanside  less any
outstanding indebtedness to the Insurer; or (c) the sum of the policy cash value
at the time of death plus 10% of the difference between the total death proceeds
and the policy cash value at the time of death.

         2.  The beneficiary of any remaining death proceeds shall be designated
by the  Insured  or the  Insured's  transferee,  subject  to the  provisions  of
paragraph (5) below.

                                    OWNERSHIP
                                    ---------

         3.  The  Owner  of  the policy shall be Oceanside. The Owner shall have
all ownership rights in the Policy except as may be specifically  granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.

         4.  The Insured  or the  Insured's  transferee  shall have the right to
assign his or her  rights  and  interests  in the  Policy  with  respect to that
portion of the death proceeds  designated in paragraph (2) of this  endorsement,
and to exercise all settlement options with respect to such death proceeds.

               MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
               ---------------------------------------------------

Upon the death of the Insured,  the interest of any  collateral  assignee of the
Owner of the Policy  designated  in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.

                                OWNERS AUTHORITY
                                ----------------

The  Insurer is hereby  authorized  to  recognize  the  Owner's  claim to rights
hereunder  without  investigating  the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient  for the exercise of any rights under
this  Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.

<PAGE>

Any transferee's rights shall be subject to the Endorsement.


The owner accepts and agrees to this split dollar endorsement.

Signed at                 , Florida, this      day of             , 2000.
          ----------------                ----        ------------

OCEANSIDE BANK

By
   ------------------------------
Its
    ------------------------------

The Insured  accepts and agrees to the foregoing  and,  subject to the rights of
the Owner as stated above,  designates                                        as
                                       --------------------------------------
primary beneficiary and                                as  secondary beneficiary
                        ------------------------------
of the portion of the proceeds described in (2) above.

Enter the relationship to the Insured of:
         Primary beneficiary
                             ----------------------------
         Secondary beneficiary
                               --------------------------

Signed at                       , Florida, this      day of             , 2000.
          ----------------------                ----        ------------

THE INSURED:

-------------------------------
       [Name of Executive]


<PAGE>


                            ATLANTIC BANCGROUP, INC.

                                 REVOCABLE PROXY
                       2001 ANNUAL MEETING OF SHAREHOLDERS


This  Proxy is  solicited  on  behalf  of the  Board of  Directors  of  Atlantic
BancGroup,  Inc.  who will  serve as the  Proxy  Committee  for the 2001  Annual
Meeting of Shareholders ("Annual Meeting").

The  undersigned  shareholder  hereby appoints the Proxy Committee with the full
power of  substitution  to represent and to vote, as designated  below,  all the
shares of Atlantic BancGroup, Inc. held of record by the undersigned on February
28, 2001, at the Annual Meeting to be held at Sea Turtle Inn, 1 Ocean Boulevard,
Atlantic Beach, Florida at 2:00 P.M., Eastern Time, on April 26, 2001, or at any
adjournment thereof.

The undersigned  shareholder understands that he or she may revoke this Proxy at
any time before it is voted by either  filing with the  Corporate  Secretary,  a
written  notice of  revocation,  delivering to Atlantic  BancGroup,  Inc. a duly
executed  Proxy  bearing a later date,  or by attending  the Annual  Meeting and
voting in person.


                  THE FOLLOWING PROPOSALS ARE BEING ACTED UPON:

                                                                   WITHHOLD
PROPOSAL I: The election of three Class II members      FOR       AUTHORITY
of the Board of Directors to serve three-year terms     ---       ---------
expiring in 2004.                                       [ ]          [ ]

INSTRUCTION.  To withhold your vote for  any  individual  nominee, strike a line
through the nominee's name listed below.

--------------------------------------------------------------------------------
     Donald F. Glisson, Jr.        Robin H. Scheiderman         Gordon K. Watson
--------------------------------------------------------------------------------

PROPOSAL II: The ratification of the Indexed  Retirement Plan for the members of
Atlantic BancGroup Inc.'s Board of Directors.

FOR       AGAINST        ABSTAIN
---       -------        -------
[ ]         [ ]            [ ]

PROPOSAL III: The ratification of the Indexed Retirement Plan for one former and
three current officers of Atlantic BancGroup Inc. or Oceanside Bank.

FOR       AGAINST        ABSTAIN
---       -------        -------
[ ]         [ ]            [ ]

PROPOSAL IV: The  ratification of the appointment of Stevens,  Powell & Company,
P..A., as the independent  auditors for Atlantic BancGroup,  Inc. for the fiscal
year ending December 31, 2001.

FOR       AGAINST        ABSTAIN
---       -------        -------
[ ]         [ ]            [ ]

PROPOSAL V: The adjournment of the Annual Meeting to solicit  additional proxies
in the event there are not sufficient  votes to approve  Proposals I, II, III or
IV.

FOR       AGAINST        ABSTAIN
---       -------        -------
[ ]         [ ]            [ ]


IN THEIR  DISCRETION,  THE PROXY HOLDERS ARE  AUTHORIZED TO TRANSACT AND TO VOTE
UPON SUCH OTHER BUSINESS as may properly come before the Annual  Meeting,  or at
any adjournment thereof, unless indicated otherwise by marking this box [ ].

NOTE: When properly executed, this Proxy will be voted in the manner directed by
the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE  PROPOSALS  LISTED.When  shares are held  jointly,  both should
sign.  When  signing as attorney,  executor,  administrator,  agent,  trustee or
guardian,  please give full title.  The  undersigned  acknowledges  receipt from
Atlantic  BancGroup,  Inc., prior to the execution of the Proxy, a Notice of the
Annual  Meeting and a Proxy  Statement  dated March 26, 2001 and the 2000 Annual
Report.

                         Signature:
                                    --------------------------------------------

      STICKER            Signature if held jointly:
                                                    ----------------------------

                         Date:
                               -------------------------------------------------

--------------------------------------------------------------------------------
Please mark, sign, date and return this Proxy Card promptly,  using the enclosed
envelope.  If you receive  more than one Proxy Card,  please sign and return all
Proxy Cards.
--------------------------------------------------------------------------------