CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT

                                                                      Exhibit 99

                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT

     THIS   AGREEMENT   is made   effective   as of May 9, 2005 by and among   Harbor

Federal Savings Bank (the "Bank"), Harbor Florida Bancshares, Inc. ("Bancshares"

or the "Holding Company") and Randall A. Ezell (the "Executive").

     WHEREAS, the Bank recognizes the substantial   contribution   Executive makes

to the Bank and wishes to protect Executive's   position therewith for the period

provided in this Agreement: and

     WHEREAS,   the   Executive   acknowledges   that he will become   familiar   with

confidential   and   proprietary   information   of the Bank and   Bancshares   in the

course of his employment duties: and

     WHEREAS,   the 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: and

     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 two (2) years, eleven (11) months and

ten (10) days thereafter.   Commencing on or before April 19, 2006 and continuing

each year   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   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 the 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.

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(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   banking   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 of 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 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   of   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)   A the effective   date of the Agreement and prior to December 31st each year

     thereafter,   Executive shall make the election   referred to in Section 4(a)

      hereof with respect to whether any amounts   payable under said Section 4(a)

     during   the   following   year   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.

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(d)   Notwithstanding   the   preceding   paragraphs   of th