AMENDMENT TO THE
                          EMPLOYMENT AGREEMENT BETWEEN
                            MICHAEL J. BROWN, SR. AND
                           HARBOR FEDERAL SAVINGS BANK
 
 
         The  Employment  Agreement  between  Michael J.  Brown,  Sr. and Harbor
Federal Savings Bank is hereby amended as follows:
 
1. Amended Paragraph to the Agreement to read as follows:
 
         3.1 Salary.  As compensation for his services  hereunder,  the Employee
         shall,  during the first year of his  employment  hereunder,  receive a
         base annual salary equal to that in effect on the  commencement  of the
         Initial Term payable in accordance with the general payroll practice of
         Employer  and any  bonus  compensation  as  determined  by the Board of
         Directors. During each succeeding calendar year or portion thereof, his
         salary shall be adjusted to equal the greater of (a) the past year base
         salary,  or  (b)  an  amount  which  includes  an  annual  increase  as
         determined by the Board of Directors."
 
 
 
 
DATE:          11/13/02                  HARBOR FEDERAL SAVINGS BANK
       -------------------------
                                         EMPLOYER:
 
 
 
                                                /s/
                                         -----------------------------
                                         Edward G. Enns
                                         Chairman of the Board of Directors
 
                                         EMPLOYEE:
 
 
 
                                                /s/
                                         ---------------------------------------
                                         Michael J. Brown, Sr.
 
 
<PAGE>
 
                            AMENDMENT NUMBER 2 TO THE
                          EMPLOYMENT AGREEMENT BETWEEN
                            MICHAEL J. BROWN, SR. AND
                           HARBOR FEDERAL SAVINGS BANK
                           ---------------------------
 
 
         The Employment  Agreement dated September 13, 1995 (as amended)
between Michael J. Brown,  Sr. and Harbor Federal Savings Bank is hereby amended
as follows:
 
               1. The preamble on page 1 is hereby amended to read as follows:
 
                  THIS AGREEMENT is made as of this 13th day of September, 1995
                  between Harbor Florida Bancshares, Inc. and Harbor Federal
                  Savings Bank whose principal place of business is located at
                  100 S. Second Street, Fort Pierce, Florida 34950, (together,
                  "Employer"), and Michael J. Brown, Sr., whose residence is
                  3117 South Indian River Drive, Fort Pierce, Florida 34982
                  ("Employee").
 
               2. Section 2.1 is hereby amended to read as follows:
 
                  2.1 General Duties. Employee has, for a number of years,
                  served as President and Chief Executive Officer of Employer,
                  and shall continue to serve in that position, with the duties
                  and responsibilities customary to that office. During the
                  Employment Term, Employee's title and specific reporting
                  responsibilities may be changed by action of Employer's Board
                  of Directors in light of changing circumstances of Employer,
                  including specifically a transaction described in Section 4.9
                  hereof, providing that Employee shall at all times during the
                  term hereof have a substantial executive position in keeping
                  with the dignity and prestige of his present position. He
                  shall do and perform all services, acts or things necessary or
                  advisable to manage and conduct the business of the Employer,
                  subject always to the policies set by the Board of Directors,
                  in accordance with any and all governing rules and regulations
                  of applicable bank regulatory agencies.
 
               3. Section 2.4 is hereby amended to read as follows:
 
                  2.4 Uniqueness of Employee's Services. The Employee hereby
                  represents that the services to be performed by him under the
                  terms of this Agreement are of a special, unique, unusual,
                  extraordinary and intellectual character which gives them a
                  peculiar value, the loss of which cannot be reasonably or
                  adequately compensated in damages in an action at law. The
                  Employee therefore expressly agrees that the Employer, in
                  addition to any other rights or remedies which the Employer
                  may possess, shall be entitled to injunctive and other
                  equitable relief to prevent a breach of this Agreement by the
                  Employee.
 
               4. Section 4.6 is hereby amended to read as follows:
 
                  4.6 Termination by Regulatory Agency. All obligations under
                  this Agreement shall be terminated, except to the extent it is
                  determined that the continuation of this Agreement is
                  necessary for the continued operation of the Employer: (i) by
                  the Director of the Office of Thrift Supervision, or his or
                  her designee, at the time the Federal Deposit Insurance
                  corporation enters into an agreement to provide assistance to
                  or on behalf of the Employer 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 Employer or when the Employer is
                  determined by the Director to be in an unsafe or unsound
                  condition.
 
               5. Section 4.10 is hereby amended to read as follows:
 
                  4.10 Additional Special Provisions on Termination. In the
                  event of any termination pursuant to Section 4.1, Section 4.9
                  or this Section 4.10 hereof, then, in additional to all other
                  rights of Employee hereunder, the following special provisions
                  shall apply as to matters here specified:
 
               6. Section 4.10.2(a) is amended by adding the following new
                  subsection (C) as follows:
 
                  (C) Employee's resignation for any reason following an event
                  described in 4.9(a), (b), (c) or (d) above, provided that such
                  resignation by Employee may only occur within a window period
                  beginning ninety (90) days after the effective date of any
                  such event and ending one hundred eighty (180) days after any
                  such event.
 
               7. Section 4.10.2(b) is hereby amended to read as follows:
 
                  (b) In the event of an Involuntary Termination, in lieu of any
                  further salary payments to the Employee for period subsequent
                  to the date of the Involuntary Termination, the Employer shall
                  pay to the Employee, or in the event of his subsequent death,
                  his beneficiary or beneficiaries, or his estate, as the case
                  may be, subject to the limitation set forth in subparagraph
                  (c), Severance Payments in an amount equal to three times
                  Employee's Annual Compensation (as defined below) in the
                  taxable year preceding such Involuntary Termination. The term
                  "Annual Compensation" shall mean the sum of the following:
 
                           (i)     the Employee's base salary from the Employer
                                   during the 12-month period immediately
                                   preceding the Date of Involuntary
                                   Termination, plus
 
                           (ii)    the amount of the bonuses received by the
                                   Employee from the Employer during the 12
                                   month period immediately preceding the Date
                                   of Involuntary Termination, plus
 
                           (iii)   the cost to the Employer of all traditional
                                   welfare benefits, which are defined as life,
                                   medical, health, disability or dental
                                   insurance plans or arrangements in which the
                                   Executive or his dependents participate as of
                                   the date of the Event of Termination, plus
 
                           (iv)    upon the  election  of the  Employee  at his
                                   sole discretion,  an amount  equivalent to
                                   the excess, if any, of the aggregate fair
                                   market value (measured as of the close of
                                   trading  on the  date  of  Involuntary
                                   Termination)  of all shares  of any class or
                                   series  of the  Employer's  capital stock
                                   issuable upon exercise of then outstanding
                                   exercisable employee  options granted to the
                                   Employee over the aggregate exercise  price
                                   of such  options;  and such  options  shall
                                   thereupon be cancelled and of no further
                                   force or effect.
 
               8. Section 4.10.2(c) is hereby deleted.
 
               9. A new Section 4.10.2(f) is hereby added after Section
                  4.10.2(e) as follows:
 
                  4.10.2(f) In consideration for the benefit described in
                  Section 4.10.1 and the payments under Section 4.10.2(b), and
                  in recognition of the long-term nature of Employee's service
                  to Employer as its Chief Executive Officer, and his
                  recognition and identification with Employer in the markets in
                  which Employer operates, and the need for and significant
                  benefit that protection of business and goodwill associated
                  with Employer following termination of Employee's service will
                  require, Employee and Employer agree that Employee shall, in
                  the three (3) years following termination of his employment
                  with Employer not directly or indirectly (i) become a
                  director, officer, employee, shareholder, principal, agent,
                  consultant or independent contractor of any insured depository
                  institution (or an affiliate or subsidiary thereof) which has
                  an office in any of St. Lucie, Okeechobee, Martin, Volusia,
                  Brevard and Indian River Counties or such other Florida
                  counties in which Employer establishes a branch office during
                  the term of the Agreement whose business in the aforesaid
                  counties competes with the depository, lending or business
                  activities of Employer, provided, however, that nothing herein
                  shall prohibit Employee from continuing to serve as a director
                  of Employer following such termination or from owning bonds,
                  non-voting preferred stock or up to five percent (5%) of the
                  outstanding common stock of such entity if such common stock
                  is publicly traded; (ii) solicit or induce, or cause others to
                  solicit or induce, any employee of Employer, or any of its
                  subsidiaries to leave the employment of such entities, or
                  (iii) solicit (whether by mail, telephone, e-mail, personal
                  meeting or any other means) any customer of Employer or its
                  subsidiaries to transact business with any other entity,
                  whether or not it competes with Employer's business
                  activities, or to reduce or refrain from doing any business
                  with Employer or its subsidiaries or interfere with or
                  damage(or attempt to interfere or damage) any relationships
                  between Employer or its subsidiaries and any such customers.
                  In consideration of the benefits described in Section 4.10.1
                  and the payments under Section 4.10.2(b), and for the
                  obligation or commitments of the Employee under this Section
                  4.10.2(f) and the significant value to Employer represented by
                  Employee's agreement not to compete with Employer, Employer
                  shall pay Employee amounts referred to under Section 4.10.2(b)
                  on the effective date of Employee's termination (subject to
                  applicable withholding). Notwithstanding any other provisions
                  of this Section, Employee acknowledges that he has
                  considerable valuable information regarding Employer,
                  including but not limited to Employer's operations, customers
                  and business strategies,, and Employee agrees to treat as
                  confidential all information concerning the books, records,
                  contracts, properties, commitments and affairs of Employer and
                  its subsidiaries and affiliates, including but not limited to
                  information regarding accounts, shareholders, finances,
                  strategies, marketing, customers and potential customers and
                  other information of a similar nature not available to the
                  general public.
 
                  It is the intention of the parties hereto that the provisions
                  of this Agreement shall be enforced to the fullest extent
                  permissible under all applicable laws and public notices, but
                  that the unenforceability or the modification to conform with
                  such laws or public policies of any provision hereof shall not
                  render unenforceable or impair the remainder of this
                  Agreement. The convents with respect to the Counties shall be
                  deemed to be separate covenants with respect to each County,
                  and should any court of competent jurisdiction conclude or
                  find that this Agreement or any portion is not enforceable
                  with respect to any of the Counties, such conclusion or
                  finding shall in no way render invalid or unenforceable the
                  covenants herein with respect to any other County.
                  Accordingly, if any provision shall be determined to be
                  invalid or unenforceable either in whole or in part, this
                  Agreement shall be deemed amended to delete or modify as
                  necessary the invalid or unenforceable provisions to alter the
                  balance of this Agreement in order to render the same valid
                  and enforceable.
 
                  Employer acknowledges that it would not have entered in to
                  this Agreement unless the Employee had, among other things,
                  entered into this Agreement to strictly limit his future
                  ability to engage in activities that compete with Employer's
                  business activities. It is further acknowledged that any
                  breach of this Agreement will result in irreparable damage to
                  Employer for which Employer will not have an adequate remedy
                  at law. In addition to any other remedies and damages
                  available to Employer, the Employee further acknowledges that
                  Employer shall be entitled to injunctive relief hereunder to
                  enjoin any breach of this Agreement, and the parties hereby
                  consent to an injunction in favor of Employer by any court of
                  competent jurisdiction, without prejudice to any other right
                  or remedy to which Employer may be entitled. Employee
                  represents and acknowledges that, in light of his experience
                  and capabilities, he can obtain employment with other than a
                  competing business or in a business engaged in other lines
                  and/or of a different nature than those engaged by Employer or
                  its subsidiaries or affiliates, and that the enforcement of a
                  remedy by way of injunction will not prevent the Employee from
                  earning a livelihood. In the event of a breach of this
                  Agreement by the Employee, the Employee acknowledges that in
                  addition to or in lieu of Employer seeking injunctive relief,
                  Employer may also seek to recover damages in a judicial
                  proceeding. Each of the remedies available to Employer in the
                  event of a breach by the Employee shall be cumulative and not
                  mutually exclusive.
 
                  If an action is instituted to enforce any of the provisions of
                  this Agreement, the prevailing party in such action shall be
                  entitled to recover from the losing party its, her or his
                  reasonable attorneys' fees and costs.
 
<PAGE>
 
 
 
 
Date:            12/5/03                     HARBOR FEDERAL SAVINGS BANK
         ---------------------------
 
                                             EMPLOYER:
 
 
                                                        /s/
                                             ----------------------------------
                                             Edward G. Enns
                                             Chairman of the Board of Directors
 
 
 
 
Date:             12/5/03                    HARBOR FLORIDA BANCSHARES,
         ---------------------------           INC.
 
 
                                             EMPLOYER:
 
 
                                                        /s/
                                             ----------------------------------
                                             Edward G. Enns
                                             Chairman of the Board of Directors
 
 
 
Date:            12/5/03                     EMPLOYEE:
     -------------------------------
 
 
                                                        /s/
                                             ----------------------------------
                                             Michael J. Brown, Sr.
 
 
</TEXT>
</DOCUMENT>
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT 10(A)
 
                  EMPLOYMENT AGREEMENT MICHAEL J. BROWN, SR.
<PAGE>
 
                             EMPLOYMENT AGREEMENT
 
     THIS AGREEMENT is made as of this 13th day of September, 1995 between 
Harbor Federal Savings Bank whose principal place of business is located at 
100 S. Second Street, Fort Pierce, Florida 34950, Harbor Financial, M.H.C. 
(together, "Employer"), and Michael J. Brown Sr., whose residence is 10960 
Kimberfyld Lane, Port St. Lucie, Florida ("Employee").
 
1.  Term of Employment.
    ------------------
 
     1.1. Initial Term.  The Employer hereby employees the Employee and the 
          ------------
Employee hereby accepts employment with the Employer for an initial term of two
(2) years and four (4) months beginning on September 13, 1995 and terminating on
January 6, 1988 (the "Initial Term").
 
     1.2. Renewal.  This Employment Agreement and the employment term may be 
          -------
extended for additional periods not to exceed one (1) year upon successive 
Anniversary Date of each year beginning on January 6, 1996, provided that the 
Board of Directors of Employer specifically reviews the Employment Agreement and
the arrangements herein and adopts a resolution not later than thirty (30) days 
prior to the Anniversary Date affirmatively approving the extension of the 
Employment Agreement for such additional term not to exceed one (1) year as the 
Board shall determine.  Without such approvals the Employment Agreement shall 
expire three (3) years from the date of the last approval or, if the Board does 
not make such an approval, at the end of the Initial Term.  Any such renewal 
term shall be upon such terms, conditions and for such compensation as the 
parties shall mutually agree in writing.
 
     1.3. "Employment Term " Defined.  As used herein, the phrase "Employment 
          --------------------------
Term" refers to the entire period of employment of the Employee hereunder, 
whether for the Initial Term provided above, or extended for terms as provided 
at Section 1.2 above.
 
2. Duties of Employee.
   ------------------
 
     2.1. General Duties.  Employee has, for a number of years, served as 
          --------------
President and Chief Executive Officer of Employer, and shall continue to serve
in that position, with the duties and responsibilities customary to that office.
During the Employment Term, Employee's title and specific reporting
responsibilities may be changed by action of Employer's Board of Directors in
the light of changing circumstances of Employer, including specifically a
transaction described in Section 4.9 hereof, providing that Employee shall at
all times during the term hereof have a substantial executive position in
keeping with the dignity and prestige of his present position. He shall do and
perform all services, acts or things necessary or advisable to manage and
conduct the business of the Employer, subject always to the policies set by the
Board of Directors, in accordance with any and all governing rules and
regulations of regulatory agencies.
 
 
 
 
 
 
 
 
 
  
<PAGE>
 
     2.2.  Devotion of Entire Time to Employer's Business. The Employee shall 
           ----------------------------------------------
devote his entire productive time, ability and attention during normal business 
hours to the business of the Employer during the Employment Term. The employee 
shall not directly or indirectly render any services of a business, commercial, 
or professional nature to any other person or organization for compensation 
without the prior written consent of the Board of directors of the employer; 
providing, however, that the foregoing shall not preclude reasonable 
participation as a member in community, civic or similar organizations, or the 
pursuit of personal investments which do not interfere with normal business 
activities for Employer.
 
     2.3.  No Other Agreements. The Employee shall have no employment contract
           ------------------- 
or other written or oral Agreement concerning employment as President and Chief 
Executive Officer of Employer with any entity or person other than Employer.
 
     2.4.  Uniqueness of Employee's Services. The Employee hereby represents
           ---------------------------------
that the services to be performed by him under the terms of this Agreement are
of a special, unique, unusual, extraordinary and intellectual character which
gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law. The Employee therefore
expressly agrees that the Employer, in addition to any other rights or remedies
which the Employer may possess, shall be entitled to injunctive and other
equitable relief to present a breach of this Agreement by the Employee.
 
     2.5.  Location and Travel. Employee's principal office shall continue to be
           -------------------
located in St Lucie County, Florida throughout the Employment Term. Such office 
may be relocated elsewhere in St Lucie County, but any relocation of the 
Employer's principal office outside St Lucie County without the Employee's 
consent shall be treated as a termination not for cause under Section 4.1 and 
shall entitle the Employee to all applicable benefits under Section 4.
 
3. Compensation of Employee
   ------------------------
 
     3.1.  Salary. As compensation for his services hereunder, the Employee 
           ------
shall, during the first year of his employment hereunder, receive a base annual 
salary equal to that in effect on the commencement of the Initial Term payable 
in accordance with the general payroll practice of Employer and any bonus 
compensation as determined by the Board of Directors or the Compensation 
Committee. During each succeeding calendar year or portion thereof, his salary 
shall be adjusted to equal the greater of (a) the past year base salary, or (b) 
an amount which includes an annual increase as determined by the Board of 
Directors or the Compensation Committee of the Board of Directors.
 
     3.2.  Employee Benefit Programs. Employee shall be entitled to continue 
           -------------------------
participation in all employee benefit, bonus, pension, restricted stock, 
supplemental retirement plan, profit sharing plans and similar programs in which
he is now participating, including programs of insurance, civic and social 
clubs, professional organizations and to participate throughout the Employment 
Term in these, and in all programs subsequently adopted by Employer for senior 
management personnel.
 
                                       2
<PAGE>
 
4. Termination of Employment.
   -------------------------
 
     4.1.  By Employer. Employer's Board of Directors may terminate Employee's 
           -----------
employment at any time by giving written notice of such termination to Employee 
in the manner provided below for the giving of notices, such termination to be 
effective on a date specified therein which is not less than sixty (60) days 
from the date of such notice; provided, however, any termination other than for 
cause shall not prejudice the Employee's right to compensation and other 
benefits under this Agreement during the balance of the Employment Term (as 
provided at Section 1.3, and without regard to such termination). Such 
compensation shall be paid at the same time as current wages are payable, or, at
the election of Employee, in a lump sum paid at the effective date of 
termination, but without any discount for such prepayment. Employee's 
participation in all benefit programs shall continue throughout the Employment 
Term (as provided at Section 1.3, and without regard to such termination) as if 
Employee were still an employee. The amounts payable to Employee under this 
Section 4.1 shall not be reduced by any amounts earned by Employee from other 
employment or otherwise, and the Employee shall be under no duty to seek other 
employment, or otherwise to mitigate the amounts payable hereunder. Employee 
shall have the right (but not the obligation) at any time following receipt of 
notice of termination under this Section 4.1 until the effective date thereof to
resign as an officer and/or as a Director of Employer while continuing to serve 
as an employee at the same compensation, but with such reduction in duties as 
may be appropriate in order that Employee shall no longer be an officer of 
Employer within the meaning of Section 16(b) of the Securities Exchange Act of 
1934.
 
     4.2.  Termination for Cause. Employee shall have no right to receive 
           ---------------------
compensation or other benefits for any period after termination for cause. For 
purposes of this Agreement, "cause" shall mean termination for personal 
dishonesty, incompetence, willful misconduct, 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, material breach of any provision of 
this Agreement, fraud, dishonesty, or felonious activities which result in a 
conviction in any court of competent jurisdiction.
 
     4.3.  Temporary Suspension. If Employee is suspended from office and/or 
           --------------------
temporarily prohibited from participating in the conduct of Employer's affairs 
by a notice served under Section 8(e)(4) or (g)(1) of the Federal Deposit 
Insurance Act ("FDI Act"), Employer's obligations under this Agreement shall be 
suspended as of the date of service, unless stayed by appropriate proceedings. 
If the charges in the notice are dismissed, Employer may in its discretion: (a) 
pay Employee all or part of the compensation withheld while its contract 
obligations were suspended and (b) reinstate (in whole or in part) any of its 
obligations which were suspended.
 
     4.4.  Permanent Removal From Office. If Employee is removed from office 
           -----------------------------
and/or permanently prohibited from participating in the conduct of Employer's 
affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDI Act, 
obligations of Employer under this 
 
                                       3
 
<PAGE>
 
Agreement shall terminate as of the effective date of the Order, but vested 
rights of the contracting parties shall not be affected.
 
     4.5.  Default of Employer. If Employer is in default (as defined in Section
           -------------------
3(x)(1) of the FDI Act, all obligations under this Agreement shall terminate as 
of the date of default, but vested rights of the parties under this Agreement 
shall not be affected.
 
     4.6.  Termination by Regulatory Agency. All obligations under this 
           --------------------------------
Agreement shall be terminated, except to the extent it is determined that the 
continuation of this Agreement is necessary for the continued operation of the 
Employer: (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 Employer 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 Employer or when the Employer is determined by the Director to 
be in an unsafe or unsound condition.
 
     4.7.  Effect of Certain Terminations. Upon a termination of the Employment 
           ------------------------------
Term pursuant to any of Sections 4.2 through 4.6 above, the Employer shall have 
no further liability or obligation to the Employee under this Agreement except 
to pay the Employee or his estate (i) all compensation accrued pursuant to 
Section 3.1 through the Date of Termination and unpaid, and (ii) all sums 
payable and owed to the Employee as specified in Section 3.2 hereof.
 
     4.8.  Termination by the Employee.
           ---------------------------
 
     (a)   The Employment Term and the obligations of the Employer and the 
Employee under this Agreement shall terminate:
 
           (i)   upon the death of the Employee;
 
           (ii)  upon the date on which the Employee retires;
 
           (iii) if the Employee is incapacitated by accident, sickness, or 
                 otherwise so as to render the Employee, for a period of 180 
                 consecutive days, mentally or physically incapable of 
                 performing the services required of the Employee under this 
                 Agreement (a "Disability") and, if requested by the Employer, 
                 the basis for such Disability is certified by a licensed 
                 physician, and if within thirty days after written notice of 
                 potential termination is given, the Employee shall not have 
                 returned to the performance of the Employee's duties hereunder 
                 on a full-time basis. 
 
     (b)   Upon a termination of the Employment Term pursuant to (a)(i), (ii) or
(iii), above, the Employer shall have no further liability or obligation to the 
Employee under this Agreement
 
                                       4
<PAGE>
 
except to pay the Employee or his estate (i) all compensation accrued pursuant 
to Section 3.1 through the Date of Termination and unpaid, and (ii) all sums 
payable and owed to the Employee as specified in Section 3.2 for expenses and 
benefits, in each case earned before termination of the Employment Term.
 
     (c)   The Employee may also terminate his employment with the Employer at
any time, by giving sixty (60) days written notice of such termination to the
Employer in the manner provided for the giving of notices in Section 7.1. The
Employee shall have no right to receive compensation, Severance Payments or
other benefits for any period after the Date of Termination, unless such
termination is as a result of one of the terminations described in Section 4.10,
or such notice is a notice of nonrenewal. Such termination shall not prejudice
any remedy which either party may have at law, in equity, or under this
Agreement.
 
     4.9.  Effective of Employer's Merger, Transfer of Assets or Dissolution. 
           -----------------------------------------------------------------
This Agreement shall not, except as provided in 4.6 above, be terminated by any:
(a) merger or consolidation where the Employer is not the consolidated or 
surviving association, (b) transfer of all or substantially all of the assets of
Employer, (c) voluntary or involuntary dissolution of Employer or (d) change in 
control as defined under the Change in Bank Control Act of 1978. The surviving 
or resulting association, the transferee of Employer's assets or the control 
person shall be bound by and have the benefit of the provisions of this 
Agreement, and Employer shall take all actions necessary to insure that such 
association, transferee or control person is bound by the provisions of this 
Agreement; it being understood, however, that Employee's job title, duties and 
reporting responsibilities may be realigned to reflect the fact that the 
combination has resulted in a larger organization with several personnel groups 
who must be integrated into a unified operational work force. In the event of a 
termination of the operations of Employer (other than a formal dissolution in 
connection with a reorganization, merger or other form of acquisitive 
reorganization), Employee shall not be entitled to any relief other than to 
receive the full amount of salary and benefits otherwise payable over the
balance of the Employment Term, without discount for the fact that such payments
are accelerated in time. Employee, in the event of such merger or consolidation
or transfer of assets, dissolution or change in control, shall not be required
to report to a location, as his place of work, more than 50 miles from his
current residence.
 
     4.10. Additional Provisions Respecting Fringe Benefits on Termination. In 
           ---------------------------------------------------------------
the event of any termination pursuant to Section 4.1, Section 4.9 or this 
Section 4.10 hereof then, in addition to all other rights of Employee hereunder,
the following special provisions shall apply as to matters here specified:
 
           4.10.1   Any contrary provision of the Employer's employee stock 
option plan not withstanding, all stock options held by Employee shall become 
immediately exercisable, in full, notwithstanding any provisions herein for 
deferred "vesting" based on the completion of a specified period of employment, 
and such options shall remain exercisable for a period of twelve (12) months 
after the effective date of the termination of Employee's employment as 
specified in such notice.
 
                                       5
<PAGE>
 
           4.10.2   (a)  If within one year following an occurrence of any of 
the events described in Sections 4.9(a), (b), (c) or (d) above, the Employee's 
employment hereunder is terminated 1) by the Board for any reason other than: 
(i) for cause; or (ii) as a result of the Employee's retirement or disability, 
or 2) by the Employee, after the occurrence of any of the following:
 
                         (A)  without the express written consent of the 
           Employee, a material diminution in his position, duties,
           responsibilities or status with the Employer from those in existence 
           on the date of this Agreement, a material reduction in his 
           compensation as defined in Section 3.1, benefits as defined in 
           Section 3.2, a material reduction in his reporting responsibilities, 
           titles or offices from those in effect on the date of this Agreement,
           or the removal from or failure to be re-elected to his current 
           position, except in each case in connection with the termination of 
           his employment pursuant to section 4.2 or due to the Employee's 
           death, disability or retirement; or
 
                         (B)  the failure by any successor to the Employer to 
           assume this Agreement;
 
     (collectively known as an "Involuntary Termination"), then upon the Date of
     Involuntary Termination the Employee shall be entitled to receive the
     Employee's full basic salary pursuant to Section 3.1 and such other sums
     payable for expenses and benefits as specified in Section 3.2 through the 
     Date of Involuntary Termination at the rate in effect at the time Notice of
     Termination is given, and, in lieu of any other payments due under this 
     Agreement, the "Severance Payment" set forth in subparagraph (b) below.
 
                    (b)  In the event of an Involuntary Termination, in lieu of 
     any further salary payments to the Employee for periods subsequent to the 
     date of the Involuntary Termination, the Employer shall pay to the 
     Employee, or in the event of his subsequent death, his beneficiary or 
     beneficiaries, or his estate, as the case may be, subject to the limitation
     set forth in subparagraph (c), Severance Payments in an amount equal to 
     three times the sum of:
 
                         (i)    the Employee's base salary from the Employer
                                during the 12-month period immediately preceding
                                the Date of Involuntary Termination, plus
 
                         (ii)   the amount of the bonuses received by the 
                                Employee from the Employer during the 12-month 
                                period immediately preceding the Date of 
                                Involuntary Termination, plus
 
                         (iii)  the cost to the Employer of all benefits to
                                which the Employee is entitled under Section 3.2
                                above during the 12-month period immediately
                                preceding the Date of
 
                                       6
<PAGE>
 
                                Involuntary Termination, including, without 
                                limitation (but without duplication), any
                                insurance, pension, savings, contingent stock,
                                stock option or other employee benefit plans,
                                excluding any amounts forfeited thereunder by
                                reason of termination prior to vesting, plus
 
                         (iv)   upon the election of the Employee at his sole
                                discretion, an amount equivalent to the excess,
                                if any, of the aggregate fair market value
                                (measured as of the close of trading on the date
                                of Involuntary Termination) of all shares of any
                                class or series of the Employer's capital stock
                                issuable upon exercise of then outstanding
                                exercisable employee stock options granted to
                                the Employee over the aggregate exercise price
                                of such options; and such options shall
                                thereupon be cancelled and of no further force
                                or effect;
 
No Severance Payments shall be due or payable to the Employee under this 
Agreement in the event the Employee resigns or terminates his employment with 
the Employer or the Employer terminates the Employee's employment, except as 
specifically provided above.
 
                    (c)  Amounts otherwise payable by the Employer to the 
Employee pursuant to Section 4.10.2(b) above shall not, in the aggregate, exceed
the amount which is $100 less than three times the Employee's "base amount," as 
that term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986 
(the "Code") or any successory provision, as such Section or provision may be 
amended and applicable to contracts entered into on the date of this Agreement.
 
                    (d)  The full Severance Payment shall be made by the 
Employer to the Employee in a lump sum on the tenth business day (the "Payment 
Date") following the Date of Involuntary Termination; provided that the Employee
may elect in writing, on the date this Agreement is executed, to have any such 
Severance Payment paid in installments.
 
                    (e)  Any purported termination by the Employer or by the 
Employee shall be communicated by written Notice of Termination to the other 
party hereto in accordance with Section 7.1 hereof. For purposes of this 
Agreement, a "Notice of Termination" shall mean a 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 the Employee's employment under the provision so 
indicated.
 
                                       7
<PAGE>
 
5. Remedies in the Event of Controversies or Breach.
   ------------------------------------------------
 
     5.1.  Damages for Breach of Contract. In the event of a breach of this 
           ------------------------------
Agreement by either Employer or the Employee, resulting in damages to the other 
party, that party may recover from the party breaching the agreement any and all
damages that may be sustained.
 
     5.2.  Additional Recovery. The parties recognize that in the event of any 
           -------------------
dispute as to Employee's entitlement to continuing compensation hereunder, 
Employer's economic position is greatly stronger than that of Employee, and the 
Employee could be seriously damaged were Employer to stop the payment of 
compensation due to Employee in the case of a termination under Section 4.1, 4.9
or 4.10 by claiming that such termination was made pursuant to Sections 4.2 
through 4.6. Accordingly, the parties have agreed that in the case of any 
termination which Employer contends is subject to Section 4.2 through 4.6, but 
Employee claims is subject to Section 4.1, if Employer continues to make 
compensation payment to Employee during resolution of such dispute that Employer
shall be entitled to return of such payments, with interest at the discount rate
payable by Employer on borrowings from its Federal Home Loan Bank, if it is 
ultimately determined that termination was subject to Sections 4.2 through 4.6; 
and if Employer shall cease such payments and it be determined that such 
termination was subject to Section 4.1, 4.9 or 4.10 hereof, that Employee shall 
be entitled to recovery of the amount due to Employee for  payments not made, 
together with interest at the prime rate as announced from time to time by The 
                                                                           ---
Wall Street Journal, and legal fees as provided at Section 5.3, and in addition,
- - -------------------
the term during which payments are to be made to Employee under Section 4.1, 4.9
or 4.10 shall be extended for a number of months equal to the number of months 
for which payments were not made. This provision is made by the parties hereto 
for the purpose of compensating Employee for the loss he will suffer in the case
of an unfounded discontinuation of compensation payments, and to encourage 
fairness and equal dealing between the parties in the event of a dispute.
 
     5.3.  Attorney's Fees and Costs. If any action at law or in equity is 
           -------------------------
necessary to enforce or interpret the terms of this Agreement, the Employee 
shall be entitled to reasonable attorney's fees, costs and necessary 
disbursements if he receives a legal judgment or settlement in his favor.
 
6. Golden Parachute.
   ----------------
 
     6.1.  Payments. Any payments to the Employee pursuant to the Agreement or 
           --------
otherwise are subject to and conditioned upon their compliance with 12 U.S.C, 
(S) 1828(k) and any regulations promulgated thereunder to the extent such may be
applicable.
 
7. General Provisions.
   ------------------
 
     7.1.  Notices. Any notices to be given hereunder by either party to the 
           -------
other may be effected by personal delivery in writing or by mail, registered or 
certified postage prepaid with return receipt requested. Mailed notices shall be
addressed to the parties at the addresses
 
                                       8
<PAGE>
 
appearing in the introductory paragraph of this Agreement, but each party may 
change his address by written notice in accordance with this paragraph. Notices 
delivered personally shall be deemed communicated as of actual receipt; mailed 
notices shall be deemed communicated as of the second day following deposit in 
the United States mail.
 
     7.2.  Entire Agreement. This Agreement supersedes any and all other 
           ----------------
agreements, either oral or in writing, other than certain stock option 
agreements, between the parties hereto with respect to the employment in any 
manner whatsoever. Each party to this Agreement acknowledges that no 
representations, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be charged.
 
     7.3.  Partial Invalidity. If any provision in this Agreement is held by a 
           ------------------
court of competent jurisdiction to be invalid, void, or unenforceable, the 
remaining provisions shall nevertheless continue in full force without being 
impaired or invalidated in any way.
 
     7.4.  Assignment. This Agreement and the rights and obligations of the 
           ----------
parties hereto shall bind and inure to the benefit of any successor or 
successors of the Employer and any assignee of all or substantially all of its 
business and properties, but except as to such successor or assignee of the 
Employer, neither this Agreement nor any rights or benefits hereunder may be 
assigned by the Employer, except by operation of law. This Agreement and all 
rights of the Employee hereunder shall inure to the benefit of and be 
enforceable by the Employee's personal or legal representatives, executors, 
administrators, successors, heirs, distributors, devisees and legatees.
 
     7.5.  Law Governing Agreement. This Agreement shall be governed by and 
           -----------------------
construed in accordance with the laws of the State of Florida and Section 563.39
Chapter V, Title 12 of the Code of Federal Regulations.
 
                                       9
<PAGE>
 
     Executed at Fort Piece, Florida as of the day and year first above written.
 
                                             HARBOR FEDERAL SAVINGS BANK
 
DATE September 13, 1995                      EMPLOYER:
     ------------------
 
 
ATTEST:/s/ Christine Fowler              BY: /s/ Edward G. Enns
       --------------------                  ----------------------------------
       Secretary                             Edward G. Enns
                                             Chairman of the Board of Directors
 
                                             EMPLOYEE:
 
ATTEST:/s/ Christine Fowler                  /s/ Michael J. Brown, Sr.
       --------------------                  ----------------------------------
       Secretary                             Michael J. Brown, Sr.
 
                                      10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>6
<DESCRIPTION>HARBOR FSB STOCK 1993 INCENTIVE STOCK OPTION PLAN
<TEXT>