Nominating and Corporate Governance Committee Charter

I. COMMITTEE PURPOSE

The primary objectives of the Nominating and Corporate Governance Committee (the “Governance Committee”) are (1) to identify individuals qualified to become members of the Board of Directors (the “Board”) of Harbor Florida Bancshares, Inc. (the “Company”), and to recommend to the Board proposed nominees for Board membership; (2) to recommend to the Board, directors to serve on each standing committee of the Board; (3) to lead the Board in its annual review of the Board’s performance; and (4) to develop and to recommend to the Board a set of Corporate Governance Guidelines.

II. PRINCIPAL COMMITTEE RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Governance Committee:

1. Evaluates periodically, in consultation with the Chairman of the Board and Chief Executive Officer, and makes recommendations to the Board for approval concerning the current composition, role and functions of the Board and its committees to successfully oversee the business and affairs of the Company in a manner consistent with the Company’s Corporate Governance Guidelines.

2. Determines, in consultation with the Chairman of the Board and Chief Executive Officer, director selection criteria consistent with the Company’s Corporate Governance Guidelines, and conducts searches, using outside search firms where appropriate, for prospective directors whose skills and attributes reflect these criteria.

3. Evaluates, in consultation with the Chairman of the Board and Chief Executive Officer, nominees, including nominees nominated by shareholders, and recommends nominees for election to the Board.

4. Evaluates, in consultation with the Chairman of the Board and Chief Executive Officer, and makes recommendations to the Board concerning the appointment of directors to Board committees and the selection of Board committee chairs consistent with the Company’s Corporate Governance Guidelines.

5. Evaluates and makes recommendations to the Board regarding director retirements, director renominations and directors’ changes in circumstances in accordance with the Company’s Corporate Governance Guidelines.

6. Annually evaluates the Governance Committee’s performance and the adequacy of this Charter and reports findings to the Board.

7. Annually ensures at least a majority of members of the Board are independent and reports to the Board, on the overall performance of the Board and each of its major committees.

8. Reviews the appropriateness of continuing board membership of Directors who retire from their employment or occupation in which they held when originally invited to join our Board of Directors.

9. Performs other activities consistent with this Charter, the Company’s Articles of Incorporation and Bylaws, as amended from time to time, and any governing law as the Board considers appropriate and delegates to the Governance Committee.

10. Retains independent advisors as necessary.

11. Considers questions of possible conflicts of interest of Board Members.

The responsibilities and duties set forth above are meant to serve as a guide with the understanding that the committee may diverge from the specific enumerated duties as necessary or appropriate given the circumstances.

III. CORPORATE GOVERNANCE OVERSIGHT

1. The Governance Committee shall: (a) develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company; (b) periodically review and reassess the adequacy of such Corporate Governance Guidelines, recommending to the Board any changes deemed appropriate; and (c) generally advise the full Board on corporate governance matters.

2. The Governance Committee shall have the responsibility for: (a) interpretation and enforcement of; (b) monitoring and reviewing compliance with; (c) making recommendations to the Board with respect to changes, alterations and modifications of; and (d) making recommendations to the Board with respect to Corporate Governance Guidelines and other policies, codes and guidelines of the Company, as the Governance Committee or the Board deems necessary or desirable.

The Governance Committee may investigate all matters brought to its attention that are within its jurisdiction and shall have full access to books and records as well as the authority to retain outside counsel, experts or other consultants.

IV. COMMITTEE COMPOSITION

The Governance Committee will be comprised of at least three members. All members of the Governance Committee must satisfy, at a minimum, the independence requirements of the listing standards of the Nasdaq Stock Market, Inc. and the other director qualification standards set forth in the Company's Corporate Governance Guidelines.

V. COMMITTEE MEETINGS

The Governance Committee will meet at least three times each year, or as required, to fulfill its responsibilities set forth in this Charter. The chairperson or his or her designee shall preside over all meetings of the Governance Committee.

VI. COMMITTEE APPOINTMENT AND REMOVAL

Members of the Governance Committee shall be appointed by the Board at its annual meeting and shall generally serve until their successors shall be duly appointed and qualified. The Governance Committee shall recommend, and the Board shall designate, one member of the Governance Committees as chairperson. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be duly appointed and qualified.

VII. DIRECTOR QUALIFICATIONS

In selecting nominees for the Board, the Governance Committee shall take into account the criteria set forth in the Company’s Corporate Governance Guidelines.

VIII. SEARCH FIRMS

The Governance Committee shall have the sole authority to retain and terminate any search firm or other consultant, expert or advisor that it may deem necessary or helpful to the Governance Committee in the performance of its duties. The Governance Committee also shall have sole authority to approve the fees and other terms of engagement of any such party. In determining whether to retain or terminate a provider of such services, the Governance Committee may, in its discretion, obtain the input of senior management.

IX. RELIANCE ON OTHERS

Unless a committee member has knowledge that makes reliance unwarranted, the Governance Committee members, in discharging their duties to the Company, may rely on information, opinions, reports, or statements, any of which may be written or oral, formal or informal, including financial statements, valuation reports, and other financial data, if prepared or presented by: (a) one or more officers or employees of the Company whom the committee members believe in good faith to be reliable and competent in the matters presented; (b) legal counsel, independent auditors, or other persons as to matters which the committee member believes in good faith to be within the professional or expert competence of such person; or (c) another committee of the Board of which such committee member is not a member if the committee member believes in good faith that such committee merits confidence.

X. MINUTES; REPORTS TO BOARD OF DIRECTORS

The Governance Committee shall keep correct and complete minutes of its proceedings and the names of its members.

Following each of its meetings, the Governance Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Governance Committee at the meeting.

Last Updated: 01/11/06