HARBOR FLORIDA BANCSHARES

Harbor Florida Bancorp, Inc. is a Delaware corporation organized in December of 1996. It is currently the mid-tier holding company (the "Mid-Tier Holding Company") for Harbor Federal Savings Bank. At present, 53.37% of the Bancorp Common Stock is held by the Mutual Holding Company. The other 46.63% of the Bancorp Common Stock is held by the Public Stockholders. Bancorp has no other business or activities other than acting as the holding company of Harbor Federal Savings Bank. Pursuant to the Conversion and Reorganization, Bancorp will, after a series of transactions, merge with the Bank, with the Bank as the survivor, and Bancorp will cease to exist and its successor, Bancshares, will be 100% publicly owned. Bancshares will own 100% of Harbor Federal Savings Bank.