Exhibit 10(x)

                           CHANGE IN CONTROL AGREEMENT


         THIS  AGREEMENT  is made  effective  as of March 18,  1998 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and Don W. Bebber (the "Executive").

         WHEREAS, the Bank recognizes the substantial contribution Executive has
made to the Bank and wishes to protect  Executive's  position  therewith for the
period provided in this Agreement; and

         WHEREAS,  Executive has been elected to, and has agreed to serve in the
position  of Senior  Vice  President  for the Bank,  a position  of  substantial
responsibility.

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:


1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").


         2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing on the first  anniversary  date of this  Agreement and  continuing at
each  anniversary  date  thereafter,  the Board may extend this Agreement for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.


         3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

         (a) Upon the  occurrence of a Change in Control (as herein  defined) of
the Bank, or Bancshares, followed at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section  3(c)  hereof,  the  provisions  of  Section  4 shall  apply.  Upon  the
occurrence  of a Change in Control,  Executive  shall have the right to elect to
voluntarily terminate his





<PAGE>


                                                                   Exhibit 10(x)

employment at any time during the term of this Agreement following any demotion,
loss  of  title,  office  or  significant  authority,  reduction  in his  annual
compensation, or relocation of his principal place of employment by more than 50
miles from its location immediately prior to the Change in Control.

         (b) For purposes of this  Agreement,  a "Change in Control" of the Bank
or the Holding Company shall mean (a) merger or consolidation  where the Bank or
the  Holding  Company is not the  consolidated  or  surviving  association,  (b)
transfer  of all or  substantially  all of the assets of the Bank or the Holding
Company,  (c) voluntary or  involuntary  dissolution  of the Bank or the Holding
Company or (d) change in control as defined under the Change in Bank Control Act
of 1978. The surviving or resulting association, the transferee of Bank's or the
Holding  Company's  assets or the control  person shall be bound by and have the
benefit of the provisions of this Agreement, and the Bank or the Holding Company
shall take all actions necessary to insure that such association,  transferee or
control person is bound by the provisions of this Agreement.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall
not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.


4.       TERMINATION BENEFITS.

         (a) Upon the  occurrence  of a Change in Control,  followed at any time
during the term of this Agreement by the voluntary or involuntary termination of
the Executive's  employment,  other than for Termination for Cause, the Bank and
the Company shall pay the Executive,  or in the event of his  subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance  pay or liquidated  damages,  or both, a sum equal to his then current
annual  salary.  At the election of the Executive  such payment may be made in a
lump sum or paid in equal monthly installments during the





<PAGE>


                                                                   Exhibit 10(x)

twelve (12) months following the Executive's  termination.  In the event that no
election  is  made,   payment  to  the  Executive   will  be  in  equal  monthly
installments.

         (b)  Upon the  occurrence  of a Change  in  Control  of the Bank or the
Holding  Company  followed at any time during the term of this  Agreement by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

         (c) At the  effective  date of this  Agreement,  and  annually  on each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

         (d) Notwithstanding  the preceding  paragraphs of this Section 4, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order  to avoid  such a  result  Termination  Benefits  will be
reduced, if necessary, to an amount (the "Non-Triggering  Amount"), the value of
which is one  dollar  ($1.00)  less  than an  amount  equal to three  (3)  times
Executive's  "base amount",  as determined in accordance with said Section 280G.
The allocation of the reduction  required hereby among the Termination  Benefits
provided by the  preceding  paragraphs  of this Section 4 shall be determined by
the Executive.


         5.       NOTICE OF TERMINATION.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of  Termination  which,  in the  instance  of  Termination  for Cause,  shall be
immediate.








<PAGE>


                                                                   Exhibit 10(x)

         6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


         7.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

8.       REQUIRED REGULATORY PROVISIONS.

         (a) The Board of Directors may terminate the Executive's  employment at
any time, but any termination by the Board of Directors,  other than Termination
for Cause,  shall not prejudice the  Executive's  right to compensation or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) (12 U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss.
1818(g))  of the Federal  Deposit  Insurance  Act,  as amended by the  Financial
Institutions   Reform,   Recovery  and  Enforcement  Act  of  1989,  the  Bank's
obligations  under this  contract  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion (i) pay the Executive all or part of
the  compensation  withheld while their contract  obligations were suspended and
(ii)  reinstate  (in  whole  or in  part)  any of  the  obligations  which  were
suspended.

         (c) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as amended by the Financial Institutions





<PAGE>


                                                                   Exhibit 10(x)

Reform,  Recovery and Enforcement Act of 1989, all obligations of the Bank under
this contract shall terminate as of the effective date of the order,  but vested
rights of the contracting parties shall not be affected.

         (d) If the Bank is in default as defined in section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations under this contract shall be terminated,  except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.


9.       REINSTATEMENT OF BENEFITS UNDER SECTION 8(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
Section  8(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  Control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


10.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.








<PAGE>


                                                                   Exhibit 10(x)

11.      HEADINGS FOR REFERENCE ONLY.

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


         12.      GOVERNING LAW.

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.


13.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.


14.      PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.








<PAGE>


                                                                   Exhibit 10(x)
15.      SIGNATURES.

         IN WITNESS  WHEREOF,  Harbor  Federal  Savings Bank and Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 18th day
of March, 1998.



ATTEST:                                             HARBOR FEDERAL SAVINGS BANK



/s/ H. Michael Callahan                           BY:   /s/ Michael J. Brown




ATTEST:                                          HARBOR FLORIDA BANCSHARES, INC.



/s/ H. Michael Callahan                           BY:      /s/ Michael J. Brown





WITNESS:



/s/ Tammy L. Ross                                    /s/ Don W. Bebber
                                                           Executive






<PAGE>

                                                                   Exhibit 10(x)

                           CHANGE IN CONTROL AGREEMENT


         THIS  AGREEMENT  is made  effective  as of March 18,  1998 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares"   or  the  "Holding   Company")  and  Robert  W.   Bluestone  (the
"Executive").

         WHEREAS, the Bank recognizes the substantial contribution Executive has
made to the Bank and wishes to protect  Executive's  position  therewith for the
period provided in this Agreement; and

         WHEREAS,  Executive has been elected to, and has agreed to serve in the
position  of Senior  Vice  President  for the Bank,  a position  of  substantial
responsibility.

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:


1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").


         2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing on the first  anniversary  date of this  Agreement and  continuing at
each  anniversary  date  thereafter,  the Board may extend this Agreement for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.


         3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

         (a) Upon the  occurrence of a Change in Control (as herein  defined) of
the Bank, or Bancshares, followed at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section  3(c)  hereof,  the  provisions  of  Section  4 shall  apply.  Upon  the
occurrence  of a Change in Control,  Executive  shall have the right to elect to
voluntarily terminate his





<PAGE>


                                                                   Exhibit 10(x)

employment at any time during the term of this Agreement following any demotion,
loss  of  title,  office  or  significant  authority,  reduction  in his  annual
compensation, or relocation of his principal place of employment by more than 50
miles from its location immediately prior to the Change in Control.

         (b) For purposes of this  Agreement,  a "Change in Control" of the Bank
or the Holding Company shall mean (a) merger or consolidation  where the Bank or
the  Holding  Company is not the  consolidated  or  surviving  association,  (b)
transfer  of all or  substantially  all of the assets of the Bank or the Holding
Company,  (c) voluntary or  involuntary  dissolution  of the Bank or the Holding
Company or (d) change in control as defined under the Change in Bank Control Act
of 1978. The surviving or resulting association, the transferee of Bank's or the
Holding  Company's  assets or the control  person shall be bound by and have the
benefit of the provisions of this Agreement, and the Bank or the Holding Company
shall take all actions necessary to insure that such association,  transferee or
control person is bound by the provisions of this Agreement.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall
not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.


4.       TERMINATION BENEFITS.

         (a) Upon the  occurrence  of a Change in Control,  followed at any time
during the term of this Agreement by the voluntary or involuntary termination of
the Executive's  employment,  other than for Termination for Cause, the Bank and
the Company shall pay the Executive,  or in the event of his  subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance  pay or liquidated  damages,  or both, a sum equal to his then current
annual  salary.  At the election of the Executive  such payment may be made in a
lump sum or paid in equal monthly installments during the





<PAGE>


                                                                   Exhibit 10(x)

twelve (12) months following the Executive's  termination.  In the event that no
election  is  made,   payment  to  the  Executive   will  be  in  equal  monthly
installments.

         (b)  Upon the  occurrence  of a Change  in  Control  of the Bank or the
Holding  Company  followed at any time during the term of this  Agreement by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

         (c) At the  effective  date of this  Agreement,  and  annually  on each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

         (d) Notwithstanding  the preceding  paragraphs of this Section 4, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order  to avoid  such a  result  Termination  Benefits  will be
reduced, if necessary, to an amount (the "Non-Triggering  Amount"), the value of
which is one  dollar  ($1.00)  less  than an  amount  equal to three  (3)  times
Executive's  "base amount",  as determined in accordance with said Section 280G.
The allocation of the reduction  required hereby among the Termination  Benefits
provided by the  preceding  paragraphs  of this Section 4 shall be determined by
the Executive.


         5.       NOTICE OF TERMINATION.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of  Termination  which,  in the  instance  of  Termination  for Cause,  shall be
immediate.








<PAGE>


                                                                   Exhibit 10(x)

         6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


         7.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

8.       REQUIRED REGULATORY PROVISIONS.

         (a) The Board of Directors may terminate the Executive's  employment at
any time, but any termination by the Board of Directors,  other than Termination
for Cause,  shall not prejudice the  Executive's  right to compensation or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) (12 U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss.
1818(g))  of the Federal  Deposit  Insurance  Act,  as amended by the  Financial
Institutions   Reform,   Recovery  and  Enforcement  Act  of  1989,  the  Bank's
obligations  under this  contract  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion (i) pay the Executive all or part of
the  compensation  withheld while their contract  obligations were suspended and
(ii)  reinstate  (in  whole  or in  part)  any of  the  obligations  which  were
suspended.

         (c) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as amended by the Financial Institutions





<PAGE>


                                                                   Exhibit 10(x)

Reform,  Recovery and Enforcement Act of 1989, all obligations of the Bank under
this contract shall terminate as of the effective date of the order,  but vested
rights of the contracting parties shall not be affected.

         (d) If the Bank is in default as defined in section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations under this contract shall be terminated,  except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.


9.       REINSTATEMENT OF BENEFITS UNDER SECTION 8(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
Section  8(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  Control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


10.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.








<PAGE>


                                                                   Exhibit 10(x)

11.      HEADINGS FOR REFERENCE ONLY.

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


         12.      GOVERNING LAW.

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.


13.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.


14.      PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.








<PAGE>


                                                                   Exhibit 10(x)
15.      SIGNATURES.

         IN WITNESS  WHEREOF,  Harbor  Federal  Savings Bank and Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, on the 18th day of
March, 1998.



ATTEST:                                         HARBOR FEDERAL SAVINGS BANK



/s/ H. Michael Callahan                     BY:      /s/ Micahel J. Brown




ATTEST:                                         HARBOR FLORIDA BANCSHARES, INC.



/s/ H. Michael Callahan                     BY:      /s/ Michael J. Brown





WITNESS:



/s/ Tammy L. Ross                           /s/ Robert w. Bluestone
                                                     Executive






<PAGE>


                                                                   Exhibit 10(x)

                           CHANGE IN CONTROL AGREEMENT


         THIS  AGREEMENT  is made  effective  as of March 18,  1998 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and Albert L. Fort (the "Executive").

         WHEREAS, the Bank recognizes the substantial contribution Executive has
made to the Bank and wishes to protect  Executive's  position  therewith for the
period provided in this Agreement; and

         WHEREAS,  Executive has been elected to, and has agreed to serve in the
position  of Senior  Vice  President  for the Bank,  a position  of  substantial
responsibility.

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:


1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").


         2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing on the first  anniversary  date of this  Agreement and  continuing at
each  anniversary  date  thereafter,  the Board may extend this Agreement for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.


         3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

         (a) Upon the  occurrence of a Change in Control (as herein  defined) of
the Bank, or Bancshares, followed at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section  3(c)  hereof,  the  provisions  of  Section  4 shall  apply.  Upon  the
occurrence  of a Change in Control,  Executive  shall have the right to elect to
voluntarily terminate his





<PAGE>


                                                                   Exhibit 10(x)

employment at any time during the term of this Agreement following any demotion,
loss  of  title,  office  or  significant  authority,  reduction  in his  annual
compensation, or relocation of his principal place of employment by more than 50
miles from its location immediately prior to the Change in Control.

         (b) For purposes of this  Agreement,  a "Change in Control" of the Bank
or the Holding Company shall mean (a) merger or consolidation  where the Bank or
the  Holding  Company is not the  consolidated  or  surviving  association,  (b)
transfer  of all or  substantially  all of the assets of the Bank or the Holding
Company,  (c) voluntary or  involuntary  dissolution  of the Bank or the Holding
Company or (d) change in control as defined under the Change in Bank Control Act
of 1978. The surviving or resulting association, the transferee of Bank's or the
Holding  Company's  assets or the control  person shall be bound by and have the
benefit of the provisions of this Agreement, and the Bank or the Holding Company
shall take all actions necessary to insure that such association,  transferee or
control person is bound by the provisions of this Agreement.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall
not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.


4.       TERMINATION BENEFITS.

         (a) Upon the  occurrence  of a Change in Control,  followed at any time
during the term of this Agreement by the voluntary or involuntary termination of
the Executive's  employment,  other than for Termination for Cause, the Bank and
the Company shall pay the Executive,  or in the event of his  subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance  pay or liquidated  damages,  or both, a sum equal to his then current
annual  salary.  At the election of the Executive  such payment may be made in a
lump sum or paid in equal monthly installments during the





<PAGE>


                                                                   Exhibit 10(x)

twelve (12) months following the Executive's  termination.  In the event that no
election  is  made,   payment  to  the  Executive   will  be  in  equal  monthly
installments.

         (b)  Upon the  occurrence  of a Change  in  Control  of the Bank or the
Holding  Company  followed at any time during the term of this  Agreement by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

         (c) At the  effective  date of this  Agreement,  and  annually  on each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

         (d) Notwithstanding  the preceding  paragraphs of this Section 4, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order  to avoid  such a  result  Termination  Benefits  will be
reduced, if necessary, to an amount (the "Non-Triggering  Amount"), the value of
which is one  dollar  ($1.00)  less  than an  amount  equal to three  (3)  times
Executive's  "base amount",  as determined in accordance with said Section 280G.
The allocation of the reduction  required hereby among the Termination  Benefits
provided by the  preceding  paragraphs  of this Section 4 shall be determined by
the Executive.


         5.       NOTICE OF TERMINATION.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of  Termination  which,  in the  instance  of  Termination  for Cause,  shall be
immediate.


         6.       SOURCE OF PAYMENTS.





<PAGE>


                                                                   Exhibit 10(x)


         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


         7.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

8.       REQUIRED REGULATORY PROVISIONS.

         (a) The Board of Directors may terminate the Executive's  employment at
any time, but any termination by the Board of Directors,  other than Termination
for Cause,  shall not prejudice the  Executive's  right to compensation or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) (12 U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss.
1818(g))  of the Federal  Deposit  Insurance  Act,  as amended by the  Financial
Institutions   Reform,   Recovery  and  Enforcement  Act  of  1989,  the  Bank's
obligations  under this  contract  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion (i) pay the Executive all or part of
the  compensation  withheld while their contract  obligations were suspended and
(ii)  reinstate  (in  whole  or in  part)  any of  the  obligations  which  were
suspended.

         (c) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as amended by the Financial  Institutions Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract shall





<PAGE>


                                                                   Exhibit 10(x)

terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default as defined in section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations under this contract shall be terminated,  except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.


9.       REINSTATEMENT OF BENEFITS UNDER SECTION 8(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
Section  8(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  Control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


10.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.








<PAGE>


                                                                   Exhibit 10(x)

11.      HEADINGS FOR REFERENCE ONLY.

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


         12.      GOVERNING LAW.

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.


13.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.


14.      PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.








<PAGE>


                                                                   Exhibit 10(x)
15.      SIGNATURES.

         IN WITNESS  WHEREOF,  Harbor  Federal  Savings Bank and Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 18th day
of March, 1998.



ATTEST:                                         HARBOR FEDERAL SAVINGS BANK



/s/ H. Michael Callahan                     BY:      /s/ Michael J. Brown




ATTEST:                                         HARBOR FLORIDA BANCSHARES, INC.



/s/ H. Michael Callahan                     BY:      /s/ Michael J. Brown





WITNESS:



/s/ Tammy L. Ross                                    /s/ Albert L. Fort
                                                           Executive






<PAGE>


                                                                   Exhibit 10(x)

                           CHANGE IN CONTROL AGREEMENT


         THIS  AGREEMENT  is made  effective  as of March 18,  1998 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and David C. Hankle (the "Executive").

         WHEREAS, the Bank recognizes the substantial contribution Executive has
made to the Bank and wishes to protect  Executive's  position  therewith for the
period provided in this Agreement; and

         WHEREAS,  Executive has been elected to, and has agreed to serve in the
position  of Senior  Vice  President  for the Bank,  a position  of  substantial
responsibility.

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:


1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").


         2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing on the first  anniversary  date of this  Agreement and  continuing at
each  anniversary  date  thereafter,  the Board may extend this Agreement for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.


         3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

         (a) Upon the  occurrence of a Change in Control (as herein  defined) of
the Bank, or Bancshares, followed at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section  3(c)  hereof,  the  provisions  of  Section  4 shall  apply.  Upon  the
occurrence  of a Change in Control,  Executive  shall have the right to elect to
voluntarily terminate his





<PAGE>


                                                                   Exhibit 10(x)

employment at any time during the term of this Agreement following any demotion,
loss  of  title,  office  or  significant  authority,  reduction  in his  annual
compensation, or relocation of his principal place of employment by more than 50
miles from its location immediately prior to the Change in Control.

         (b) For purposes of this  Agreement,  a "Change in Control" of the Bank
or the Holding Company shall mean (a) merger or consolidation  where the Bank or
the  Holding  Company is not the  consolidated  or  surviving  association,  (b)
transfer  of all or  substantially  all of the assets of the Bank or the Holding
Company,  (c) voluntary or  involuntary  dissolution  of the Bank or the Holding
Company or (d) change in control as defined under the Change in Bank Control Act
of 1978. The surviving or resulting association, the transferee of Bank's or the
Holding  Company's  assets or the control  person shall be bound by and have the
benefit of the provisions of this Agreement, and the Bank or the Holding Company
shall take all actions necessary to insure that such association,  transferee or
control person is bound by the provisions of this Agreement.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall
not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.


4.       TERMINATION BENEFITS.

         (a) Upon the  occurrence  of a Change in Control,  followed at any time
during the term of this Agreement by the voluntary or involuntary termination of
the Executive's  employment,  other than for Termination for Cause, the Bank and
the Company shall pay the Executive,  or in the event of his  subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance  pay or liquidated  damages,  or both, a sum equal to his then current
annual  salary.  At the election of the Executive  such payment may be made in a
lump sum or paid in equal monthly installments during the





<PAGE>


                                                                   Exhibit 10(x)

twelve (12) months following the Executive's  termination.  In the event that no
election  is  made,   payment  to  the  Executive   will  be  in  equal  monthly
installments.

         (b)  Upon the  occurrence  of a Change  in  Control  of the Bank or the
Holding  Company  followed at any time during the term of this  Agreement by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

         (c) At the  effective  date of this  Agreement,  and  annually  on each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

         (d) Notwithstanding  the preceding  paragraphs of this Section 4, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order  to avoid  such a  result  Termination  Benefits  will be
reduced, if necessary, to an amount (the "Non-Triggering  Amount"), the value of
which is one  dollar  ($1.00)  less  than an  amount  equal to three  (3)  times
Executive's  "base amount",  as determined in accordance with said Section 280G.
The allocation of the reduction  required hereby among the Termination  Benefits
provided by the  preceding  paragraphs  of this Section 4 shall be determined by
the Executive.


         5.       NOTICE OF TERMINATION.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of  Termination  which,  in the  instance  of  Termination  for Cause,  shall be
immediate.


         6.       SOURCE OF PAYMENTS.





<PAGE>


                                                                   Exhibit 10(x)


         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


         7.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

8.       REQUIRED REGULATORY PROVISIONS.

         (a) The Board of Directors may terminate the Executive's  employment at
any time, but any termination by the Board of Directors,  other than Termination
for Cause,  shall not prejudice the  Executive's  right to compensation or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) (12 U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss.
1818(g))  of the Federal  Deposit  Insurance  Act,  as amended by the  Financial
Institutions   Reform,   Recovery  and  Enforcement  Act  of  1989,  the  Bank's
obligations  under this  contract  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion (i) pay the Executive all or part of
the  compensation  withheld while their contract  obligations were suspended and
(ii)  reinstate  (in  whole  or in  part)  any of  the  obligations  which  were
suspended.

         (c) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as amended by the Financial  Institutions Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract shall





<PAGE>


                                                                   Exhibit 10(x)

terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default as defined in section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations under this contract shall be terminated,  except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.


9.       REINSTATEMENT OF BENEFITS UNDER SECTION 8(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
Section  8(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  Control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


10.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.








<PAGE>


                                                                   Exhibit 10(x)

11.      HEADINGS FOR REFERENCE ONLY.

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


         12.      GOVERNING LAW.

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.


13.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.


14.      PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.








<PAGE>


                                                                   Exhibit 10(x)
15.      SIGNATURES.

         IN WITNESS  WHEREOF,  Harbor  Federal  Savings Bank and Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 18th day
of March, 1998.



ATTEST:                                      HARBOR FEDERAL SAVINGS BANK



   /s/ H. Michael Callahan                   BY:     /s/ Michael J. Brown




ATTEST:                                      HARBOR FLORIDA BANCSHARES, INC.



/s/ H. Michael Callahan                      BY:     /s/ Michael J. Brown





WITNESS:



/s/ Tammy L. Ross                                    /s/ David C. Hankle
                                                          Executive