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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As filed with the Securities and Exchange Commission on May&nbsp;24, 2010</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 1pt"><B>Registration No.&nbsp;333-</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>Form&nbsp;S-1</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 6pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Seacoast Banking Corporation of Florida</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><I>(Exact name of registrant as specified in its charter)</I></DIV>


<DIV align="center">
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<TR></TR>
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    <TD align="center" valign="top">Florida
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">6022
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">59-2260678</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><I>(State or other jurisdiction of <BR>
incorporation or organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>(Primary Standard Industrial<BR>
Classification Code Number)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>(I.R.S. Employer<BR>
Identification Number)</I></TD>
</TR>
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</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Seacoast Banking Corporation of Florida<BR>
815 Colorado Avenue<BR>
Stuart, Florida 34994<BR>
(772)&nbsp;287-4000</B><BR>
<I>(Address, including zip code, and telephone number,<BR>
including area code, of registrant&#146;s principal executive
offices)</I></div>
<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Dennis S. Hudson, III<BR>
Chief Executive Officer<BR>
Seacoast Banking Corporation of Florida<BR>
815 Colorado Avenue<BR>
Stuart, Florida 34994<BR>
(772)&nbsp;287-4000</B><BR>
<I>(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)</i></div>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<i>Copies to</I><BR>
<B>Ralph F. MacDonald III, Esq.</B><BR>
<B>Jones Day<BR>
1420 Peachtree Street, N.E., Suite&nbsp;800<BR>
Atlanta, Georgia 30309<BR>
(404)&nbsp;581-3939</B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximate date of commencement of proposed sale to the public: From time to time  after
the effective date of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule&nbsp;415 under the Securities Act of 1933 check the following box <FONT style="font-family: Wingdings">&#254;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. <FONT style="font-family: Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. <FONT style="font-family: Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. <FONT style="font-family: Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &#147;large
accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule&nbsp;12b-2 of the
Exchange Act. (Check one):
</DIV>
<DIV align="center">
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    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>
<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Large accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Non-accelerated filer <FONT style="font-family: Wingdings">&#254;</FONT></FONT>
<FONT style="white-space: nowrap">(Do not check if a smaller reporting company)</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Smaller reporting company <FONT style="font-family: Wingdings">&#111;</FONT></FONT></TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
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    <TD width="3%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>

    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of Each Class of</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Securities to be Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Price per Share (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Price (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px"><B>Common Stock, par value $0.10 per share</B>
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000"><B>34,482,758</B></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000"><B>$1.745</B>
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000"><B>$60,172,412.71</B>
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000"><B>$4,290.30</b></TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 1pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents shares offered by the selling stockholders. Includes (i)&nbsp;34,482,758 shares

issuable upon conversion of Seacoast Banking Corporation of Florida&#146;s
Series B Mandatorily Convertible
Noncumulative Nonvoting Preferred Stock held
by the selling stockholders and (ii)&nbsp;an indeterminable number of additional shares of common stock,
pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended, that may be issued to prevent
dilution from stock splits, stock dividends or similar transactions that could affect the shares to
be offered by the selling stockholders.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the amount of the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate
offering price are based on the average of the high and low prices of the registrant&#146;s common stock
on May 20, 2010, as quoted on the NASDAQ Global Select Market.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with </B><B>Section 8(a)</B><B> of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section&nbsp;</B><B>8(a)</B><B>, may
determine.</B>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">










<P style="padding: 5px; border: 3px double #000000; font-size: 10pt; color: #FF0000">The information in this prospectus is not complete and may be changed. These securities may not
be sold until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.


<DIV align="center" style="font-size: 10pt; margin-top: 18pt; color: #FF0000"><B>SUBJECT TO COMPLETION, DATED MAY 24, 2010</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PROSPECTUS</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><IMG src="g23494g2349400.gif" alt="(SEACOAST LOGO)">
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">34,482,758 Shares of Common Stock
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the resale of 34,482,758 shares of our common stock, which we
refer to as the conversion shares, issuable upon the conversion of shares of our Series&nbsp;B
Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, or Series&nbsp;B Preferred Stock,
previously issued by Seacoast Banking Corporation of Florida to the selling stockholders identified
in this prospectus in connection with a private placement completed on April&nbsp;9, 2010.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the conversion shares. We have and
will continue to bear the costs relating to the registration of the conversion shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders identified in this prospectus, or their pledgees, donees, transferees
or other successors-in-interest, may offer the conversion shares from time to time through public
or private transactions at prevailing market prices, at prices related to prevailing market prices
or at privately negotiated prices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the NASDAQ Global Select Market under the symbol &#147;SBCF.&#148; On May
21, 2010, the closing sale price of our common stock on the NASDAQ Global Select Market was
$1.93 per share. You are urged to obtain current market quotations for the common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Investment in our common stock involves risks. See &#147;Risk Factors&#148; beginning on page 6 of
this prospectus.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our shares of common stock are unsecured and are not deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">The date of this prospectus is&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2010
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><FONT style="FONT-variant: SMALL-CAPS"><B>Table Of Contents</B></FONT>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Special Cautionary Notice Regarding Forward-Looking Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">ii</TD>
    <TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD align="center">iv</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Incorporation by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD align="center">iv</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Prospectus Summary</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Price Range of Common Stock</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">19</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Dividend Policy</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Selling Stockholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Description of Capital Stock</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">Anti-Takeover Effects of Certain Articles of Incorporation Provisions</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#112">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#113">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">36</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#114">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">36</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g23494exv21w1.htm">EX-21.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g23494exv23w1.htm">EX-23.1</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->i<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain of the statements made herein or incorporated by reference under the captions
&#147;Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations,&#148; &#147;Risk
Factors&#148; and elsewhere are &#147;forward-looking statements&#148; within the meaning and protections of
Section&nbsp;27A of the Securities Act of 1933, as amended, or the Securities Act, and Section&nbsp;21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking
statements. You should not expect us to update any forward-looking statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements through our use of
words such as &#147;may,&#148; &#147;will,&#148; &#147;anticipate,&#148; &#147;assume,&#148; &#147;should,&#148; &#147;indicate,&#148; &#147;would,&#148; &#147;believe,&#148;
&#147;contemplate,&#148; &#147;expect,&#148; &#147;estimate,&#148; &#147;continue,&#148; &#147;further,&#148; &#147;plan,&#148; &#147;point to,&#148; &#147;project,&#148; &#147;could,&#148;
&#147;intend,&#148; &#147;target&#148; and other similar words and expressions of the future. These forward-looking
statements may not be realized due to a variety of factors, including, without limitation:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effects of future economic, business and market conditions and changes, domestic
and foreign, including seasonality;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>governmental monetary and fiscal policies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>legislative and regulatory changes, including changes in banking, securities and tax
laws, regulations and policies and their application by our regulators, and changes in
the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and
other coverage;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in accounting policies, rules and practices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risks of changes in interest rates on the levels, composition and costs of
deposits, loan demand, and the values and liquidity of loan collateral, securities, and
interest sensitive assets and liabilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in borrower credit risks and payment behaviors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the availability and cost of credit and capital in the financial markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the prices, values and sales volumes of residential and commercial real
estate;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effects of competition from a wide variety of local, regional, national and
other providers of financial, investment and insurance services;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure of assumptions and estimates underlying the establishment of reserves
for possible loan losses and other estimates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risks of mergers, acquisitions and divestitures, including, without limitation,
the related time and costs of implementing such transactions, integrating operations as
part of these transactions and possible failures to achieve expected gains, revenue
growth and/or expense savings from such transactions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in technology or products that may be more difficult, costly, or less
effective than anticipated;
</TD>
</TR>
</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->ii<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effects of war or other conflicts, acts of terrorism or other catastrophic
events that may affect general economic conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure of assumptions and estimates, as well as differences in, and changes to,
economic, market and credit conditions, including changes in borrowers&#146; credit risks
and payment behaviors from those used in our loan portfolio stress test;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risks that our deferred tax assets could be reduced if estimates of future
taxable income from our operations and tax planning strategies are less than currently
estimated, and sales of our capital stock could trigger a reduction in the amount of
net operating loss carryforwards that we may be able to utilize for income tax
purposes; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other factors and risks described under &#147;Risk Factors&#148; herein.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All written or oral forward-looking statements that are made by us or are attributable to us
are expressly qualified in their entirety by this cautionary notice. We have no obligation and do
not undertake to update, revise or correct any of the forward-looking statements after the date of
this prospectus, or after the respective dates on which such statements otherwise are made.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->iii<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file annual, quarterly, and current reports, proxy statements and other information with
the SEC. Our SEC filings are available to the public over the Internet at the SEC&#146;s web site at
www.sec.gov and on the investor relations page of our website at www.seacoastbanking.net.
Information on our web site is not part of this prospectus. You may also read and copy any document
we file with the SEC at the SEC&#146;s Public Reference Room at 100 F Street N.E., Washington, D.C.
20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC like us.
Our SEC filings are also available to the public from the SEC&#146;s website at http://www.sec.gov.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus omits some information contained in the registration statement in accordance
with SEC rules and regulations. You should review the information and exhibits included in the
registration statement for further information about us and the securities we are offering.
Statements in this prospectus concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are
qualified by reference to these filings. You should review the complete document to evaluate these
statements.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; information we file with it, which means that
we can disclose important information to you by referring you to other documents. The information
incorporated by reference is considered to be a part of this prospectus. Information contained in
this prospectus supersedes information incorporated by reference that we have filed with the SEC
prior to the date of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference the following documents listed below, except to the extent that
any information contained in such filings is deemed &#147;furnished&#148; in accordance with SEC rules:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K/A for the fiscal year ended December&nbsp;31, 2009, filed
with the SEC on May&nbsp;18, 2010;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Definitive Proxy Statement on Schedule&nbsp;14A, filed with the SEC on May&nbsp;20,
2010;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarterly period ended March&nbsp;31, 2010,
filed with the SEC on May&nbsp;13, 2010; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Reports on Form 8-K filed with the SEC on February&nbsp;1, 2010, March&nbsp;24,
2010, April&nbsp;13, 2010 and  April&nbsp;21, 2010.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These documents contain important information about us, our business and our financial
condition. You may request a copy of these filings, at no cost, by writing or telephoning us at:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Seacoast Banking Corporation of Florida<BR>
P.O. Box 9012<BR>
Stuart, Florida 34995<BR>
Telephone: (772)&nbsp;287-4000<BR>
Facsimile: (772)&nbsp;288-6012
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We maintain an Internet website at www.seacoastbanking.com where the incorporated reports
listed above can be accessed. Neither this website nor the information on this website is included
or incorporated in, or is a part of, this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise stated, all references to &#147;us,&#148; &#147;our,&#148; &#147;Seacoast,&#148; &#147;we,&#148; &#147;the Company,&#148; and
similar designations refer to Seacoast Banking Corporation of Florida. Our logo, trademarks and
service marks are the property of Seacoast.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->iv<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV style="width: 99%; border: 1px solid black; padding: 11px;">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>This summary highlights information contained elsewhere in, or
incorporated by reference into, this prospectus and may not contain
all of the information that may be important to you. You should read this entire prospectus and
the documents incorporated by reference
carefully, including the information set forth in &#147;Risk Factors&#148; before making an investment
decision.</I>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Seacoast Banking Corporation of Florida</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>General</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a bank holding company registered under the Bank Holding Company Act of 1956, as
amended, or the BHC Act, and our principal subsidiary is Seacoast National Bank, or Seacoast
National. Seacoast National commenced its operations in 1933, and operated prior to 2006 as &#147;First
National Bank &#038; Trust Company of the Treasure Coast.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We and our subsidiaries offer a full array of deposit accounts and retail banking services,
engage in consumer and commercial lending and provide a wide variety of trust and asset management
services, as well as securities and annuity products. Seacoast National had 40 banking offices in
13 counties in Florida at year-end 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have 24 branches in the &#147;Treasure Coast,&#148; including the counties of Martin, St. Lucie and
Indian River on Florida&#146;s southeastern coast. In April&nbsp;2005, we acquired a bank in Orlando,
Florida. In April&nbsp;2006, we acquired a bank with nine offices in seven counties, including DeSoto,
Glades, Hardee, Hendry, Highlands, Okeechobee, and St. Lucie counties. De novo banking offices
were opened in Palm Beach County in May&nbsp;2006, Brevard County in February&nbsp;2007 and April&nbsp;2008,
Broward County in October&nbsp;2007, and St. Lucie County in March&nbsp;2008. Seacoast National closed its
Port St. Lucie Wal-Mart location in St. Lucie County in December&nbsp;2007 and its operations were
relocated to a nearby full-service branch, its Ft. Pierce Wal-Mart location in St. Lucie County in
February&nbsp;2008, and its Mariner Square and Juno Beach locations in Martin and Palm Beach County,
respectively, in March&nbsp;2008, and their operations moved to newer branches. More recently, Seacoast
National closed its Ft. Lauderdale location in Broward County in December&nbsp;2009 and its Northlake
Blvd. location in Palm Beach County in June&nbsp;2009. Our Ft. Pierce and Rivergate locations in St.
Lucie County and Wedgewood location in Martin County were relocated to newly constructed buildings
in close proximity to their original sites in June&nbsp;2008, October&nbsp;2008 and January&nbsp;2009,
respectively. We operate banking offices in the following locations:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="90%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>four in Stuart,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>two in Palm City,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>two in Jensen Beach,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one on Hutchinson Island,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Hobe Sound,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>six in Vero Beach,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>two in Sebastian,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>five in Port St. Lucie,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Ft. Pierce,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>three in northern Palm Beach County,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>three in Orlando,
</TD>
</TR>
</TABLE>
</DIV>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->- 1 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="width: 99%; border: 1px solid black; padding: 11px;">


<DIV style="margin-top: 6pt">
<TABLE width="90%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>two in Okeechobee,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Arcadia,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Moore Haven,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Wauchula,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Clewiston,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Labelle,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one in Lake Placid, and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>two in Viera.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Loan production offices for our Seacoast Marine Finance Division, described in more detail
below, are located in Ft. Lauderdale, Florida and Alameda and Newport Beach, California.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our banking offices have one or more automated teller machines, or ATMs, providing
customers with 24-hour access to their deposit accounts. We are a member of the &#147;Star System,&#148; the
largest electronic funds transfer organization in the United States, which permits banking
customers access to their accounts at 2.2&nbsp;million participating ATM and retail locations throughout
the United States.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seacoast National&#146;s &#147;MoneyPhone&#148; system allows customers to access information on their loan
or deposit account balances, to transfer funds between linked accounts, to make loan payments, and
to verify deposits or checks that may have cleared. This service is available 24 hours a day,
seven days a week.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, customers may access information via Seacoast National&#146;s Customer Service Center,
or CSC. From 7 A.M. to 7 P.M., EST Monday through Friday, and on Saturdays from 9 A.M. to 4 P.M.,
our CSC staff is available to open accounts, take applications for certain types of loans, resolve
account issues and offer information on other bank products and services to existing and potential
customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also offer Internet banking. Our Internet service allows customers to access transactional
information on their deposit accounts, review loan and deposit balances, transfer funds between
linked accounts and make loan payments from a deposit account, 24 hours a day, seven days a week.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have operated an office of Seacoast Marine Finance Division, a division of Seacoast
National, in Ft. Lauderdale, Florida since February&nbsp;2000. Seacoast Marine is staffed with
experienced marine lending professionals with a marketing emphasis on marine loans of $200,000 and
greater, with the majority of loan production sold to correspondent banks on a non-recourse basis.
In November&nbsp;2002, the Seacoast Marine Finance Division added offices and personnel in California to
serve the western markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have five indirect, wholly-owned subsidiaries:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="96%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>FNB Brokerage Services, Inc., or FNB Brokerage, which provides brokerage and annuity
services;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>FNB Insurance Services, Inc., or FNB Insurance, an inactive subsidiary, which was
formed to provide insurance agency services;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>South Branch Building, Inc., which is a general partner in a partnership that
constructed a branch facility of Seacoast National;
</TD>
</TR>
</TABLE>
</DIV>

</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->- 2 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 99%; border: 1px solid black; padding: 11px;">

<DIV style="margin-top: 6pt">
<TABLE width="98%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>TCoast Holdings, LLC, which was formed to own and operate certain properties
acquired through foreclosure;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>BR West, LLC, which was formed in 2008 to hold foreclosed real estate, but which was
inactive at year-end 2009.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We directly own all the common equity in five statutory trusts:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>SBCF Capital Trust I, formed on March&nbsp;31, 2005 for the purpose of issuing $20
million in trust preferred securities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>SBCF Statutory Trust II, formed on December&nbsp;16, 2005, also for the purpose of
issuing $20&nbsp;million in trust preferred securities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>SBCF Statutory Trust III, formed on June&nbsp;29, 2007, for the purpose of issuing $12
million in trust preferred securities; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>SBCF Statutory Trusts IV and V, formed on May&nbsp;16, 2008 for the purpose of issuing
additional preferred securities in the future. These have been inactive since their
formation.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FNB Property Holdings, Inc., a Delaware holding company, whose primary asset was an investment
in FNB RE Services, Inc., was dissolved on June&nbsp;1, 2009; and FNB RE Services, Inc., a real estate
investment trust that held mortgage loans originated by Seacoast National, also was dissolved, at
the end of May&nbsp;2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Big O RV, Inc., also formed to own and operate certain properties acquired
through foreclosure, was reactivated during 2008. It owned one asset that it sold in the fourth
quarter of 2008, and was dissolved at the end of 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With the exception of FNB Property Holdings, Inc. and FNB RE Services, Inc. (before
dissolution), the operations of each of these direct and indirect subsidiaries represented less
than 10% of our consolidated assets and contributed less than 10% of our consolidated revenues.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a bank holding company, we are a legal entity separate and distinct from our subsidiaries,
including Seacoast National. We coordinate the financial resources of the consolidated enterprise
and maintain financial, operational and administrative systems that allow centralized evaluation of
subsidiary operations and coordination of selected policies and activities. Our operating revenues
and net income are derived primarily from Seacoast National through dividends and fees for services
performed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of March&nbsp;31, 2010, we had total consolidated assets of approximately $2,120.0&nbsp;million,
total deposits of approximately $1,759.4&nbsp;million, total consolidated liabilities, including
deposits, of approximately $1968.8&nbsp;million and consolidated shareholders&#146; equity of approximately
$151.2&nbsp;million.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Recent Developments</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;9, 2010, we entered into an Investment Agreement, dated as of April&nbsp;8, 2010, with
certain investors for the purchase of $50&nbsp;million of our Series&nbsp;B Preferred Stock. The Series&nbsp;B Preferred Stock
was sold in a transaction exempt from the registration requirements of the Securities Act in
reliance on Section (4)(2) of the Securities Act. The purchasers in such transaction were
&#147;accredited investors&#148; within the meaning of Rule&nbsp;501 of Regulation&nbsp;D promulgated under the
Securities Act.
</DIV>

</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 3 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV style="width: 99%; border: 1px solid black; padding: 11px;">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are seeking shareholder approval, at our annual shareholders&#146; meeting, which is scheduled
for June&nbsp;22, 2010 to:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>amend our Amended and Restated Articles of Incorporation to increase the number
of authorized shares of common stock to permit the conversion in full of the
Series&nbsp;B Preferred Stock and provide available authorized but unissued shares for
general corporate purposes; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>approve the issuance of our common stock upon conversion of the
Series B Preferred Stock for purposes of NASDAQ Stock Market Rule 5635.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We refer to these approvals as the shareholder approvals. The Series&nbsp;B Preferred Stock
will automatically convert into shares of our common stock following receipt of the shareholder
approvals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Corporate Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal offices are located at 815 Colorado Avenue, Stuart, Florida 34994, and the
telephone number at that address is (772)&nbsp;287-4000. We and our subsidiary Seacoast National
maintain Internet websites at <U>www.seacoastbanking.com</U> and <U>www.seacoastnational.com</U>,
respectively. We are not incorporating the information on our or Seacoast National&#146;s website into
this prospectus, and none of these websites nor the information appearing on these websites is
included or incorporated in, or is a part of, this prospectus.
</DIV>

</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->- 4 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV style="width: 99%; border: 1px solid black; padding: 11px;">
<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Offering</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock being offered by selling stockholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Up to 34,482,758 shares.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Selling Stockholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">See &#147;Selling Stockholders&#148; beginning on page 22.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock outstanding
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">93,396,480 shares as of the date of this prospectus.<SUP style="FONT-size: 85%; vertical-align: text-top">(1)</SUP></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">We will not receive any proceeds from the sale of shares by the selling stockholders.</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NASDAQ Global Select Market Symbol
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SBCF</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Risk Factors
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Before investing, you should carefully consider the information
set forth under &#147;Risk Factors,&#148; beginning on page 6, for a
discussion of the risks related to an investment in our common
stock.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 34,482,758 shares of common stock issuable upon conversion of the Series&nbsp;B Preferred
Stock but does not include 589,623 shares of common stock issuable upon exercise of the
warrant held by Treasury or 558,000 shares reserved for issuance upon exercise of stock
options with a weighted-average exercise price of $21.21, which have been granted and remained
outstanding as of March&nbsp;31, 2010. See &#147;Description of Capital Stock.&#148;</TD>
</TR>

</TABLE>

</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->- 5 -<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Any of the following risks could harm our business, results of operations and financial
condition and an investment in our common stock. The risks discussed below also include
forward-looking statements, and our actual results may differ substantially from those discussed in
these risk factors</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Related to Our Business</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>There can be no assurance that recent or future legislation and administrative actions authorizing
the U.S. government to take direct actions within the financial services industry will help
stabilize the U.S. financial system or how such actions will impact us.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Numerous actions have been taken by the U.S. Congress, the Board of Governors of the Federal
Reserve System, or the Federal Reserve, the U.S. Department of the Treasury, or the Treasury, the
FDIC, the SEC and others to address the liquidity and credit crisis that followed the sub-prime
mortgage crisis that commenced in 2007. These actions include the Financial Stability Program
adopted by the Treasury, the Emergency Economic Stabilization Act of 2008, or EESA, which was
enacted on October&nbsp;3, 2008 and the American Recovery and Reinvestment Act of 2009, or ARRA, which
was enacted on February&nbsp;17, 2009. Additional regulatory reform measures have also been proposed and
are currently under consideration by Congress, the Executive branch and the various regulatory
authorities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot predict the continued effects of EESA, the ARRA, any new proposed regulatory reform
measures that become law and various other governmental, regulatory, monetary and fiscal
initiatives which have been and may be proposed or adopted on the economy, the financial markets,
on us and on Seacoast National. The terms and costs of these measures, or the failure of these
actions to help stabilize the financial markets, asset prices, market liquidity and a continuation
or worsening of current financial market and economic conditions could materially and adversely
affect our business, financial condition, results of operations, and the trading prices of our
securities. In addition, a number of the programs enacted in 2008 and 2009 are in the process of
winding down and the effects of the wind-down on us and Seacoast National can not be predicted.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Difficult market conditions have adversely affected and may continue to affect our industry.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are exposed to downturns in the U.S. economy and particularly the local markets in which we
operate in Florida. Declines in the housing markets over the past two years, including falling home
prices and sales volumes, and increasing foreclosures, have negatively affected the credit
performance of mortgage loans and resulted in significant write-downs of asset values by financial
institutions, including government-sponsored entities and major commercial and investment banks, as
well as Seacoast National. These write-downs have caused many financial institutions to seek
additional capital, to merge with larger and stronger institutions and, in some cases, to fail.
Many lenders and institutional investors have reduced or ceased providing funding to borrowers,
including other financial institutions. This market turmoil and the tightening of credit have led
to increased levels of commercial and consumer delinquencies, lack of consumer confidence,
increased market volatility and reductions in business activity generally. The resulting economic
pressure on consumers and lack of confidence in the financial markets has adversely affected our
business, financial condition and results of operations. We do not expect that the difficult
conditions in the financial markets are likely to improve in the near future. A worsening of these
conditions would likely exacerbate the adverse effects of these difficult market conditions on us
and other financial institutions. In particular:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We expect to face increased regulation of our industry, including as a result of
proposed regulatory reform initiatives by the U.S. government. Compliance with such
regulations may increase our costs and limit our ability to pursue business
opportunities.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Market developments, government programs and the winding down of various government
programs may continue to adversely affect consumer confidence levels and may cause
adverse changes in borrower behaviors and payment rates, resulting in further increases
in delinquencies and default rates, which could affect our loan charge-offs and our
provisions for credit losses.</TD>
</TR>



</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our ability to assess the creditworthiness of our customers or to estimate the
values of our assets and collateral for loans will be reduced if the models and
approaches we use become less predictive of future behaviors, valuations, assumptions
or estimates. We estimate losses inherent in our credit exposure, the adequacy of our
allowance for loan losses and the values of certain assets by using estimates based on
difficult, subjective, and complex judgments, including estimates as to the effects of
economic conditions and how these economic conditions might affect the ability of our
borrowers to repay their loans or the value of assets.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our ability to borrow from other financial institutions on favorable terms or at
all, or to raise capital, could be adversely affected by further disruptions in the
capital markets or other events, including, among other things, deterioration in
investor expectations and changes in the FDIC&#146;s resolution authority or practices.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Failures of other depository institutions in our markets and increasing
consolidation of financial services companies as a result of current market conditions
could increase our deposits and assets, necessitating additional capital, and may have
unexpected adverse effects upon our ability to compete effectively.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are not paying dividends on our preferred stock or common stock and are deferring distribution
on our trust preferred securities, and we are restricted in otherwise paying cash dividends on our
common stock. The failure to resume paying dividends on our preferred stock and trust preferred
securities may adversely affect us.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We historically paid cash dividends before we suspended dividend payments on our preferred and
common stock and distributions on our trust preferred securities on May&nbsp;19, 2009, pursuant to the
request of the Federal Reserve, because, as a matter of policy, the Federal Reserve indicated that
bank holding companies should not pay dividends or make distributions on trust preferred securities
using funds from the Troubled Assets Relief Program, or TARP, Capital Purchase Program, or CPP.
There is no assurance that we will receive approval to resume paying cash dividends. Even if we are
allowed to resume paying dividends again by the Federal Reserve, future payment of cash dividends
on our common stock, if any, will be subject to the prior payment of all unpaid dividends and
deferred distributions on our Series&nbsp;A Preferred Stock and trust preferred securities and payment
of any current dividends on our Series&nbsp;B Preferred Stock, if then outstanding. Further, we need
prior Treasury approval to increase our quarterly cash dividends above $0.01 per common share
through the earliest of December&nbsp;19, 2011, the date we redeem all shares of Series&nbsp;A Preferred
Stock or the Treasury has transferred all shares of Series&nbsp;A Preferred Stock to third parties. All
dividends are declared and paid at the discretion of our board of directors and are dependent upon
our liquidity, financial condition, results of operations, capital requirements and such other
factors as our board of directors may deem relevant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, dividend payments on our Series&nbsp;A Preferred Stock and distributions on our trust
preferred securities are cumulative and therefore unpaid dividends and distributions will accrue
and compound on each subsequent dividend payment date. In the event of any liquidation, dissolution
or winding up of the affairs of our company, holders of the Series&nbsp;A Preferred Stock shall be
entitled to receive for each share of Series&nbsp;A Preferred Stock the liquidation amount plus the
amount of any accrued and unpaid dividends. If we miss six quarterly dividend payments on the
Series&nbsp;A Preferred Stock or three semi-annual dividend payments on the Series&nbsp;B Preferred Stock,
whether or not consecutive, the Treasury and holders of Series&nbsp;B Preferred Stock will have the
right to appoint two directors to our board of directors until all accrued but unpaid dividends
have been paid. We cannot pay dividends on our outstanding shares of Series&nbsp;A Preferred Stock,
Series&nbsp;B Preferred Stock or our common stock until we have paid in full all deferred distributions
on our trust preferred securities, which will require prior approval of the Federal Reserve.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Nonperforming assets take significant time and adversely affect our results of operations and
financial condition.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At March&nbsp;31, 2010 and 2009, our nonperforming loans (which consist of non-accrual loans)
totaled $96.3&nbsp;million and $109.4&nbsp;million, or
7.0&nbsp;percent and 6.7&nbsp;percent of the loan portfolio,
respectively. At March&nbsp;31, 2010 and 2009, our nonperforming assets (which include foreclosed real
estate) were $115.4&nbsp;million and $122.1&nbsp;million, or
5.4&nbsp;percent and 5.3&nbsp;percent of assets,
respectively. In addition, we had approximately $163,000 and $4.5
million in accruing loans that were 90
days or more delinquent at March&nbsp;31, 2010 and 2009, respectively. Our nonperforming
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">assets adversely affect our net income in various ways. Until economic and market conditions
improve, we may incur additional losses relating to an increase in nonperforming loans. We do not
record interest income on nonaccrual loans or other real estate owned, thereby adversely affecting
our income, and increasing our loan administration costs. When we take collateral in foreclosures
and similar proceedings, we are required to mark the related loan to the then fair market value of
the collateral, which may result in a loss. These loans and other real estate owned also increase
our risk profile and the capital our regulators believe is appropriate in light of such risks.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seacoast National has adopted and implemented a written program to ensure bank adherence to a
process designed to eliminate the basis of criticism of criticized assets as required by
the Office of the Comptroller of the Currency, or OCC, pursuant to the formal agreement that
Seacoast National entered into with the OCC. While we have reduced our problem assets through loan
sales, workouts, restructurings and otherwise, decreases in the value of these remaining assets, or
the underlying collateral, or in these borrowers&#146; performance or financial conditions, whether or
not due to economic and market conditions beyond our control, could adversely affect our business,
results of operations and financial condition. In addition, the resolution of nonperforming assets
requires significant commitments of time from management and our directors, which can be
detrimental to the performance of their other responsibilities. There can be no assurance that we
will not experience further increases in nonperforming loans in the future, or that nonperforming
assets will not result in further losses in the future.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our allowance for loan losses may prove inadequate or we may be adversely affected by credit risk
exposures.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business depends on the creditworthiness of our customers. We periodically review our
allowance for loan losses for adequacy considering economic conditions and trends, collateral
values and credit quality indicators, including past charge-off experience and levels of past due
loans and nonperforming assets. We cannot be certain that our allowance for loan losses will be
adequate over time to cover credit losses in our portfolio because of unanticipated adverse changes
in the economy, market conditions or events adversely affecting specific customers, industries or
markets, or borrower behaviors towards repaying their loans. The credit quality of our borrowers
has deteriorated as a result of the economic downturn in our markets. If the credit quality of our
customer base or their debt service behavior materially decreases further, if the risk profile of a
market, industry or group of customers declines further or weaknesses in the real estate markets
and other economics persist or worsen, or if our allowance for loan losses is not adequate, our
business, financial condition, including our liquidity and capital, and results of operations could
be materially adversely affected.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>All of our loan portfolios have been affected by the sustained economic weakness of our markets and
the effects of higher unemployment rates. Our commercial and residential real estate and real
estate-related portfolios have been especially affected by adverse market conditions, including
reduced real estate prices and sales levels.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our commercial and residential real estate and real estate-related loans, especially
construction and development loans, have been affected adversely by the on-going correction in real
estate prices, reduced levels of sales during the recessions, and the economic weakness of our
Florida markets and the effects of higher unemployment rates. We may have to increase our allowance
for loan losses through additional provisions for loan losses because of continued adverse changes
in the economy, market conditions, and events that adversely affect our customers or markets. Our
business, financial condition, liquidity, capital (especially tangible common equity), and results
of operations could be materially adversely affected by additional provisions for loan losses.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Weaknesses in the real estate markets, including the secondary market for residential mortgage
loans, have adversely affected us and may continue to adversely affect us.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effects of ongoing mortgage market challenges, combined with the correction in residential
real estate market prices and reduced levels of home sales, could result in further price
reductions in single family home values, further adversely affecting the liquidity and value of
collateral securing commercial loans for residential land acquisition, construction and
development, as well as residential mortgage loans and residential property collateral securing
loans that we hold, mortgage loan originations and gains on sale of mortgage loans. Declining real
estate prices have caused higher delinquencies and losses on certain mortgage loans, generally,
particularly second lien mortgages and home equity lines of credit. Significant ongoing disruptions
in the secondary market for residential mortgage loans have limited the market for and liquidity of
most residential mortgage loans other than conforming Fannie Mae and Freddie Mac loans. These
trends could continue, notwithstanding various government programs to
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">boost the residential mortgage markets and stabilize the housing markets. Declines in real
estate values, home sales volumes and financial stress on borrowers as a result of job losses,
interest rate resets on adjustable rate mortgage loans or other factors could have further adverse
effects on borrowers that result in higher delinquencies and greater charge-offs in future periods,
which would adversely affect our financial condition, including capital and liquidity, or results
of operations. In the event our allowance for loan losses is insufficient to cover such losses, our
earnings, capital and liquidity could be adversely affected.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our real estate portfolios are exposed to weakness in the Florida housing market and the overall
state of the economy.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The declines in home prices and the volume of home sales in Florida, along with the reduced
availability of certain types of mortgage credit, have resulted in increases in delinquencies and
losses in our portfolios of home equity lines and loans, and commercial loans related to
residential real estate acquisition, construction and development. Further declines in home prices
coupled with the continued economic recession in our markets and continued high or increased
unemployment levels could cause additional losses which could adversely affect our earnings and
financial condition, including our capital and liquidity.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our concentration of commercial real estate loans could result in further increased loan losses.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commercial real estate, or CRE, is cyclical and poses risks of loss to us due to concentration
levels and similar risks of the asset, especially since we had 49.9
percent and 53.0 percent of
our portfolio in CRE loans at March&nbsp;31, 2010 and 2009, respectively. The banking regulators
continue to give CRE lending greater scrutiny, and banks with higher levels of CRE loans are
expected to implement improved underwriting, internal controls, risk management policies and
portfolio stress testing, as well as higher levels of allowances for possible losses and capital
levels as a result of CRE lending growth and exposures. During the
first quarter of 2009, we added $2.0&nbsp;million of
provisioning for loan losses in addition to provisioning of $124.8
million for the entire year in 2009, $88.6&nbsp;million in 2008 and $12.7&nbsp;million in 2007, in part
reflecting collateral evaluations in response to recent changes in the market values of land
collateralizing acquisition and development loans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the formal agreement that Seacoast National entered into with the OCC, Seacoast
National adopted and implemented a written commercial real estate concentration risk management
program. However, there is no guarantee that the program will effectively reduce our concentration
of commercial real estate.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Higher FDIC deposit insurance premiums and assessments could adversely affect our financial
condition.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FDIC insurance premiums increased substantially in 2009 and we expect to pay significantly
higher FDIC premiums in the future. Market developments have significantly depleted the insurance
fund of the FDIC and reduced the ratio of reserves to insured deposits. The FDIC adopted a revised
risk-based deposit insurance assessment schedule on February&nbsp;27, 2009, which raised deposit
insurance premiums. On May&nbsp;22, 2009, the FDIC implemented a five basis point special assessment of
each insured depository institution&#146;s assets minus Tier 1 capital as of June&nbsp;30, 2009, but no more
than 10 basis points times the institution&#146;s assessment base for the second quarter of 2009,
collected on September&nbsp;30, 2009. The FDIC has also required all FDIC-insured institutions to prepay
their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of
2010, 2011 and 2012, which was paid on December&nbsp;30, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also participate in the FDIC&#146;s Temporary Liquidity Guarantee Program, or TLG, for
noninterest-bearing transaction deposit accounts. Banks that participate in the TLG&#146;s
noninterest-bearing transaction account guarantee paid the FDIC an annual assessment of 10 basis
points on the amounts in such accounts above the amounts covered by FDIC deposit insurance. TLG&#146;s
noninterest-bearing transaction deposit account guarantee program was scheduled to expire on
December&nbsp;31, 2009, but has been extended to December&nbsp;31, 2010. Our management has decided that we will
participate in the extended program. Institutions that participate in the extended program are
required to pay an annualized fee of 15 to 25 basis points in accordance with their risk category
rating assigned by the FDIC. To the extent that these TLG assessments are insufficient to cover any
loss or expenses arising from the TLG program, the FDIC is authorized to impose an emergency
special assessment on all FDIC-insured depository institutions. The FDIC has authority to impose
charges for the TLG program upon depository institution holding
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">companies, as well. The increased premiums and TLG assessments charged by the FDIC increased
our noninterest expense for the first quarter of 2010 and may continue to increase our noninterest
expense prospectively.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Current levels of market volatility are unprecedented.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The capital and credit markets have been experiencing volatility and disruption for more than
two years. In some cases, the markets have produced downward pressure on stock prices and credit
availability for certain issuers without regard to those issuers&#146; underlying financial condition or
performance. If current levels of market disruption and volatility continue or worsen, we may
experience adverse effects, which may be material, on our ability to maintain or access capital and
on our business, financial condition and results of operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Liquidity risks could affect operations and jeopardize our financial condition.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liquidity is essential to our business. An inability to raise funds through deposits,
borrowings, the sale of loans and other sources could have a substantial negative effect on our
liquidity. Our funding sources include federal funds purchases, securities sold under repurchase
agreements, non-core deposits, and short- and long-term debt. We are also members of the Federal
Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta, where we can obtain advances
collateralized with eligible assets. We maintain a portfolio of securities that can be used as a
secondary source of liquidity. There are other sources of liquidity available to us or Seacoast
National should they be needed, including our ability to acquire additional non-core deposits, the
issuance and sale of debt securities, and the issuance and sale of preferred or common securities
in public or private transactions. Our access to funding sources in amounts adequate to finance or
capitalize our activities or on terms which are acceptable to us could be impaired by factors that
affect us specifically or the financial services industry or economy in general. Our liquidity, on
a parent only basis, is adversely affected by our current inability to receive dividends from
Seacoast National without prior regulatory approval. However, we held
approximately $10 million of
cash and short-term investments at March&nbsp;31, 2010, largely due
to the receipt of proceeds from our
common stock offering, which was consummated in the third quarter of 2009, a private placement of
common stock completed in the fourth quarter of 2009.
We expect an additional $46.9 million in proceeds from a convertible
preferred stock offering in the second quarter of 2010. We invested all of the $50.0&nbsp;million of
the TARP CPP proceeds and an additional $73.0&nbsp;million of proceeds from our offerings in Seacoast
National to meet the OCC capital requirements. Our ability to borrow could also be impaired by
factors that are not specific to us, such as further disruption in the financial markets or
negative views and expectations about the prospects for the financial services industry in light of
recent turmoil faced by banking organizations and the continued deterioration in credit markets.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We could encounter difficulties as a result of our growth.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our loans, deposits, fee businesses and employees have increased as a result of our organic
growth and acquisitions. Our failure to successfully manage and support this growth with sufficient
human resources, training and operational, financial and technology resources in challenging
markets and economic conditions could have a material adverse effect on our operating results and
financial condition. We may not be able to sustain our historical growth rates.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are required to maintain capital to meet regulatory requirements, and if we fail to maintain
sufficient capital, whether due to losses, an inability to raise additional capital or otherwise,
our financial condition, liquidity and results of operations, as well as our regulatory
requirements, would be adversely affected.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Both we and Seacoast National must meet regulatory capital requirements and maintain
sufficient liquidity and our regulators may modify and adjust such requirements in the future.
Seacoast National agreed to an informal letter agreement with the OCC to maintain a
Tier 1 leverage capital ratio of 8.50 percent and a total risk-based capital ratio of 12.00
percent at Seacoast National, which are higher than the regulatory minimum capital ratios.
We also face
significant regulatory and other governmental risk as a financial institution and a participant in
the TARP CPP.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to raise additional capital, when and if needed, will depend on conditions in the
capital markets, economic conditions and a number of other factors, including investor perceptions
regarding the banking industry and market condition, and governmental activities, many of which are
outside our control, and on our financial condition and performance. Accordingly, we cannot assure
you that we will be able to raise additional capital if needed or on terms acceptable to us. If we
fail to meet these capital and other regulatory requirements, our financial condition, liquidity
and results of operations would be materially and adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we currently comply with all capital requirements, we may be subject to more
stringent regulatory capital ratio requirements in the future and we may need additional capital in
order to meet those requirements. Our failure to remain &#147;well capitalized&#148; for bank regulatory
purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC
insurance costs, our ability to pay dividends on common and preferred stock, make distributions on
our trust preferred securities, our ability to make acquisitions, and our business, results of
operation and financial conditions, generally. Under FDIC rules, if Seacoast National ceases to be
a &#147;well capitalized&#148; institution for bank regulatory purposes, its ability to accept brokered
deposits may be restricted and the interest rates that it pays may be restricted.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our ability to realize our deferred tax assets may be reduced in the future if our estimates of
future taxable income from our operations and tax planning strategies do not support our deferred
tax amount, and the amount of net operating loss carry-forwards and certain other tax attributes
realizable for income tax purposes may be reduced under Section&nbsp;382 of the Internal Revenue Code by
sales of our capital securities.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of March&nbsp;31, 2010, we had net deferred tax assets of $18.4&nbsp;million after we recorded a
$35.8&nbsp;million of valuation allowance based on management&#146;s estimation of the likelihood of those
deferred tax assets being realized. These and future deferred tax assets may be further reduced in
the future if our estimates of future taxable income from our operations and tax planning
strategies do not support the amount of our deferred tax asset.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amount of net operating loss carry-forwards and certain other tax attributes realizable
annually for income tax purposes may be reduced by an offering and/or other sales of our capital
securities, including transactions in the open market by 5% or greater shareholders, if an
ownership change is deemed to occur under Section&nbsp;382 of the Internal Revenue Code. The
determination of whether an ownership change has occurred under Section&nbsp;382 is highly fact specific
and can occur through one or more acquisitions of capital stock (including open market trading) if
the result of such acquisitions is that the percentage of our outstanding common stock held by
shareholders or groups of shareholders owning at least 5% of our common stock at the time of such
acquisition, as determined under Section&nbsp;382, is more than 50&nbsp;percentage points higher than the
lowest percentage of our outstanding common stock owned by such shareholders or groups of
shareholders within the prior three-year period. Our sales of common stock in April&nbsp;2010 increase
the risk of a possible future change in control under Section&nbsp;382.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our cost of funds may increase as a result of general economic conditions, FDIC insurance
assessments, interest rates and competitive pressures.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our cost of funds may increase as a result of general economic conditions, FDIC insurance
assessments, interest rates and competitive pressures. We have traditionally obtained funds
principally through local deposits and we have a base of lower cost transaction deposits.
Generally, we believe local deposits are a cheaper and more stable source of funds than other
borrowings because interest rates paid for local deposits are typically lower than interest rates
charged for borrowings from other institutional lenders and reflect a mix of transaction and time
deposits, whereas brokered deposits typically are higher cost time deposits. Our costs of funds and
our profitability and liquidity are likely to be adversely affected if, and to the extent, we have
to rely upon higher cost borrowings from other institutional lenders or brokers to fund loan demand
or liquidity needs, and changes in our deposit mix and growth could adversely affect our
profitability and the ability to expand our loan portfolio.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our profitability and liquidity may be affected by changes in interest rates and economic
conditions.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our profitability depends upon net interest income, which is the difference between interest
earned on assets, and interest expense on interest-bearing liabilities, such as deposits and
borrowings. Net interest income will be adversely affected if market interest rates change such
that the interest we pay on deposits and borrowings and our FDIC deposit insurance assessments
increase faster than the interest earned on loans and investments. Interest
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">rates, and consequently our results of operations, are affected by general economic conditions
(domestic and foreign) and fiscal and monetary policies may materially affect the level and
direction of interest rates. From June&nbsp;2004 to mid-2006, the Federal Reserve raised the federal
funds rate from 1.0&nbsp;percent to 5.25&nbsp;percent. Since then, beginning in September&nbsp;2007, the Federal
Reserve decreased the federal funds rates by 100 basis points to 4.25&nbsp;percent over the remainder of
2007, and has since reduced the target federal funds rate by an additional 400 basis points to a
range between zero and 25 basis points beginning in December&nbsp;2008. Decreases in interest rates
generally increase the market values of fixed-rate, interest-bearing investments and loans held,
and increase the values of loan sales and mortgage loan activities. However, the production of
mortgages and other loans and the value of collateral securing our loans, are dependent on demand
within the markets we serve, as well as interest rates. The levels of sales, as well as the values
of real estate in our markets, have declined. Declining rates reflect efforts by the Federal
Reserve to stimulate the economy, but may not be effective, and thus may negatively affect our
results of operations and financial condition, liquidity and earnings.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;18, 2010, the Federal Reserve raised the discount rate from 0.5&nbsp;percent to 0.75%.
Increases in interest rates generally decrease the market values of fixed-rate, interest-bearing
investments and loans held and the production of mortgage and other loans and the value of
collateral securing our loans, and therefore may adversely affect our liquidity and earnings.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The TARP CPP and the ARRA impose, and other proposed rules may impose additional, executive
compensation and corporate governance requirements that may adversely affect us and our business,
including our ability to recruit and retain qualified employees.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purchase agreement we entered into in connection with our participation in the TARP CPP
required us to adopt the Treasury&#146;s standards for executive compensation and corporate governance
while the Treasury holds the equity issued pursuant to the TARP CPP, including the common stock
which may be issued pursuant to the warrant to purchase 589,623 shares of common stock, or the
Warrant, which we refer to as the TARP Assistance Period. These standards generally apply to our
chief executive officer, chief financial officer and the three next most highly compensated senior
executive officers. The standards include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ensuring that incentive compensation for senior executives does not encourage
unnecessary and excessive risks that threaten the value of the financial institution;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>required clawback of any bonus or incentive compensation paid to a senior executive
based on statements of earnings, gains or other criteria that are later proven to be
materially inaccurate;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prohibition on making golden parachute payments to senior executives; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>agreement not to deduct for tax purposes executive compensation in excess of
$500,000 for each senior executive.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In particular, the change to the deductibility limit on executive compensation may increase
the overall cost of our compensation programs in future periods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The ARRA imposed further limitations on compensation during the TARP Assistance Period
including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a prohibition on making any golden parachute payment to a senior executive officer
or any of our next five most highly compensated employees;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a prohibition on any compensation plan that would encourage manipulation of the
reported earnings to enhance the compensation of any of its employees; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a prohibition of the five highest paid executives from receiving or accruing any
bonus, retention award or incentive compensation, or bonus except for long-term
restricted stock with a value not greater than one-third of the total amount of annual
compensation of the employee receiving the stock.</TD>
</TR>



</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Treasury released an interim final rule on TARP standards for compensation and corporate
governance on June&nbsp;10, 2009, which implemented and further expanded the limitations and
restrictions imposed on executive compensation and corporate governance by the TARP CPP and ARRA.
The new Treasury interim final rules also prohibit any tax gross-up payments to senior executive
officers and the next 20 highest paid executives; require a &#147;say on pay&#148; vote in annual
shareholders&#146; meetings; and restrict stock or units that may vest or become transferable granted to
executives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Federal Reserve has proposed guidelines on executive compensation. The FDIC also has
proposed a rule to incorporate employee compensation factors into the risk assessment system which
would adjust risk-based deposit insurance assessment rates if the design of certain compensation
programs does not satisfy certain FDIC goals to prevent executive compensation from encouraging
undue risk-taking.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions and any future rules issued by the Treasury, the Federal Reserve and the FDIC
or any other regulatory agencies could adversely affect our ability to attract and retain
management capable and motivated sufficiently to manage and operate our business through difficult
economic and market conditions. If we are unable to attract and retain qualified employees to
manage and operate our business, we may not be able to successfully execute our business strategy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Changes in accounting and tax rules applicable to banks could adversely affect our financial
conditions and results of operations.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, the Financial Accounting Standards Board and SEC change the financial
accounting and reporting standards that govern the preparation of our financial statements. These
changes can be hard to predict and can materially impact how we record and report our financial
condition and results of operations. In some cases, we could be required to apply a new or revised
standard retroactively, resulting in us restating prior period financial statements.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>TARP lending goals may not be attainable.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Congress and the bank regulators have encouraged recipients of TARP capital to use such
capital to make loans and it may not be possible to safely, soundly and profitably make sufficient
loans to creditworthy persons in the current economy to satisfy such goals. Congressional demands
for additional lending by recipients of TARP capital, and regulatory demands for demonstrating and
reporting such lending, are increasing. On November&nbsp;12, 2008, the bank regulatory agencies issued a
statement encouraging banks to, among other things, &#147;lend prudently and responsibly to creditworthy
borrowers&#148; and to &#147;work with borrowers to preserve homeownership and avoid preventable
foreclosures.&#148; We continue to lend and have expanded our mortgage loan originations, and to report
our lending to the Treasury. The future demands for additional lending are unclear and uncertain,
and we could be forced to make loans that involve risks or terms that we would not otherwise find
acceptable or in our shareholders&#146; best interest. Such loans could adversely affect our results of
operation and financial condition, and may be in conflict with bank regulations and requirements as
to liquidity and capital. The profitability of funding such loans using deposits may be adversely
affected by increased FDIC insurance premiums.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Changes of TARP program and future rules applicable to banks generally or to TARP recipients could
adversely affect our operations, financial condition, and results of operations.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The rules and policies applicable to recipients of capital under the TARP CPP continue to
evolve and their scope, timing and effect cannot be predicted. Any redemption of the securities
sold to the Treasury to avoid these restrictions would require prior Federal Reserve and Treasury
approval. Based on recently issued Federal Reserve guidelines, institutions seeking to redeem TARP
CPP preferred stock must demonstrate an ability to access the long-term debt markets without
reliance on the FDIC&#146;s TLG, successfully demonstrate access to public equity markets and meet a
number of additional requirements and considerations before we can redeem any securities sold to
the Treasury. Therefore, it is uncertain if we will be able to redeem such securities even if we
have sufficient financial resources to do so.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the government is contemplating potential new programs under TARP, including
programs to promote small business lending, among other initiatives. It is uncertain whether we
will qualify for those new programs and whether those new programs may impose additional
restrictions on our operation and affect our financial condition in the future.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our future success is dependent on our ability to compete effectively in highly competitive
markets.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We operate in the highly competitive markets of Martin, St. Lucie, Brevard, Indian River and
Palm Beach Counties in southeastern Florida, the Orlando, Florida metropolitan statistical area, as
well as in more rural competitive counties in the Lake Okeechobee, Florida region. Our future
growth and success will depend on our ability to compete effectively in these markets. We compete
for loans, deposits and other financial services in geographic markets with other local, regional
and national commercial banks, thrifts, credit unions, mortgage lenders, and securities and
insurance brokerage firms. Many of our competitors offer products and services different from us,
and have substantially greater resources, name recognition and market presence than we do, which
benefits them in attracting business. Larger competitors may be able to price loans and deposits
more aggressively than we can, and have broader customer and geographic bases to draw upon.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The soundness of other financial institutions could adversely affect us.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to engage in routine funding and other transactions could be adversely affected by
the actions and commercial soundness of other financial institutions. Financial services
institutions are interrelated as a result of trading, clearing, counterparty or other
relationships. As a result, defaults by, or even rumors or questions about, one or more financial
services institutions, or the financial services industry generally, have led to market-wide
liquidity problems, losses of depositor, creditor and counterparty confidence and could lead to
losses or defaults by us or by other institutions. We could experience increases in deposits and
assets as a result of other banks&#146; difficulties or failure, which would increase the capital we
need to support such growth.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We operate in a heavily regulated environment.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We and our subsidiaries are regulated by several regulators, including the Federal Reserve,
the OCC, the SEC, the FDIC and Financial Industry Regulatory Authority, Inc., and since December
2008, the Treasury. Our success is affected by state and federal regulations affecting banks and
bank holding companies, and the securities markets and securities and insurance regulators. Banking
regulations are primarily intended to protect depositors, not shareholders. The financial services
industry also is subject to frequent legislative and regulatory changes and proposed changes, the
effects of which cannot be predicted. Federal bank regulatory agencies and the Treasury, as well as
the Congress and the President, are evaluating and have proposed numerous significant changes in
the regulation of banks, other financial services providers and the financial markets. These
changes, if adopted, could require us to maintain more capital, liquidity and risk controls which
could adversely affect our growth, profitability and financial condition.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to internal control reporting requirements that increase compliance costs and
failure to comply timely could adversely affect our reputation and the value of our securities.</I></B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are required to comply with various corporate governance and financial reporting
requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the
SEC, the Public Company Accounting Oversight Board and the NASDAQ Stock Market. In particular, we
are required to include management and independent registered public accounting firm reports on
internal controls as part of our annual report on Form 10-K pursuant to Section&nbsp;404 of the
Sarbanes-Oxley Act. We are also subject to a number of disclosure and reporting requirements as a
result of our participation in TARP CPP. The SEC also has proposed a number of new rules or
regulations requiring additional disclosure, such as lower-level employee compensation. We expect
to continue to spend significant amounts of time and money on compliance with these rules. Our
failure to track and comply with the various rules may materially adversely affect our reputation,
ability to obtain the necessary certifications to financial statements, and the value of our
securities.
</DIV>


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</DIV>




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<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Technological changes affect our business, and we may have fewer resources than many
competitors to invest in technological improvements.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial services industry is undergoing rapid technological changes with frequent
introductions of new technology-driven products and services. In addition to serving clients
better, the effective use of technology may increase efficiency and may enable financial
institutions to reduce costs. Our future success will depend, in part, upon our ability to use
technology to provide products and services that provide convenience to customers and to create
additional efficiencies in operations. We may need to make significant additional capital
investments in technology in the future, and we may not be able to effectively implement new
technology-driven products and services. Many competitors have substantially greater resources to
invest in technological improvements.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The anti-takeover provisions in our Articles of Incorporation and under Florida law may make it
more difficult for takeover attempts that have not been approved by our board of directors.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Florida law and our Articles of Incorporation include anti-takeover provisions, such as
provisions that encourage persons seeking to acquire control of us to consult with our board, and
which enable the board to negotiate and give consideration on behalf of us and our shareholders and
other constituencies to the merits of any offer made. Such provisions, as well as supermajority
voting and quorum requirements and a staggered board of directors, may make any takeover attempts
and other acquisitions of interests in us, by means of a tender offer, open market purchase, a
proxy fight or otherwise, that have not been approved by our board of directors more difficult and
more expensive. These provisions may discourage possible business combinations that a majority of
our shareholders may believe to be desirable and beneficial. As a result, our board of directors
may decide not to pursue transactions that would otherwise be in the best interests of holders of
our common stock.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Hurricanes or other adverse weather events would negatively affect our local economies or disrupt
our operations, which would have an adverse effect on our business or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our market areas in Florida are susceptible to hurricanes and tropical storms and related
flooding and wind damage. Such weather events can disrupt operations, result in damage to
properties and negatively affect the local economies in the markets where they operate. We cannot
predict whether or to what extent damage that may be caused by future hurricanes will affect our
operations or the economies in our current or future market areas, but such weather events could
result in a decline in loan originations, a decline in the value or destruction of properties
securing our loans and an increase in the delinquencies, foreclosures or loan losses. Our business
or results of operations may be adversely affected by these and other negative effects of future
hurricanes or tropical storms, including flooding and wind damage. Many of our customers have
incurred significantly higher property and casualty insurance premiums on their properties located
in our markets, which may adversely affect real estate sales and values in our markets.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Future acquisitions and expansion activities may disrupt our business, dilute existing shareholders
and adversely affect our operating results.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We regularly evaluate potential acquisitions and expansion opportunities. To the extent that
we grow through acquisitions, we cannot assure you that we will be able to adequately or profitably
manage this growth. Acquiring other banks, branches or businesses, as well as other geographic and
product expansion activities, involve various risks including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks of unknown or contingent liabilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unanticipated costs and delays;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks that acquired new businesses do not perform consistent with our growth and
profitability expectations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks of entering new markets or product areas where we have limited experience;</TD>
</TR>

</TABLE>
</DIV>
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</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>risks that growth will strain our infrastructure, staff, internal controls and
management, which may require additional personnel, time and expenditures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>exposure to potential asset quality issues with acquired institutions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>difficulties, expenses and delays of integrating the operations and personnel of
acquired institutions, and start-up delays and costs of other expansion activities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>potential disruptions to our business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>possible loss of key employees and customers of acquired institutions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>potential short-term decreases in profitability; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>diversion of our management&#146;s time and attention from our existing operations and
business.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may engage in FDIC-assisted transactions, which could present additional risks to our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may have opportunities to acquire the assets and liabilities of failed banks in
FDIC-assisted transactions, which present the risks of acquisitions, although generally, as well as
some risks specific to these transactions. Although these FDIC-assisted transactions typically
provide for FDIC assistance to an acquiror to mitigate certain risks, which may include
loss-sharing, where the FDIC absorbs most losses on covered assets and provides some indemnity, we
would be subject to many of the same risks we would face in acquiring another bank in a negotiated
transaction, without FDIC assistance, including risks associated with pricing such transactions,
the risks of loss of deposits and maintaining customer relationships and failure to realize the
anticipated acquisition benefits in the amounts and within the timeframes we expect. In addition,
because these acquisitions provide for limited diligence and negotiation of terms, these
transactions may require additional resources and time, servicing acquired problem loans and costs
related to integration of personnel and operating systems, the establishment of processes to
service acquired assets, require us to raise additional capital, which may be dilutive to our
existing shareholders. If we are unable to manage these risks, FDIC-assisted acquisitions could
have a material adverse effect on our business, financial condition and results of operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Attractive acquisition opportunities may not be available to us in the future.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we seek continued organic growth, as our earnings and capital position improve, we may
consider the acquisition of other businesses. We expect that other banking and financial companies,
many of which have significantly greater resources, will compete with us to acquire financial
services businesses. This competition could increase prices for potential acquisitions that we
believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail
to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition
that we believe is in our best interests. Among other things, our regulators consider our capital,
liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when
considering acquisition and expansion proposals. Any acquisition could be dilutive to our earnings
and shareholders&#146; equity per share of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Related to our Common Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may issue additional shares of common or preferred stock securities, which may dilute the
interests of our shareholders and may adversely affect the market price of our common stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently authorized to issue up to 130&nbsp;million shares of common stock, of which
58,913,722 shares were outstanding as of March&nbsp;31, 2010, and up to 4&nbsp;million shares of preferred
stock, of which 2,000 shares are outstanding.
Since March 31, 2010, we issued Series B Preferred Stock raising $46.9 million in capital,
with additional common stock of 34,482,758 shares expected at conversion.
Our board of directors has authority, without action or vote of the shareholders, to
issue all or part of the remaining authorized but unissued shares and to establish the terms of any series of
preferred stock. These authorized but unissued shares could be issued on terms or in circumstances
that could dilute the interests of other shareholders.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Outstanding shares of preferred stock diminishes the net income available to our common
shareholders and earnings per common share, and the warrant we issued to Treasury may be dilutive
to holders of our common stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The dividends accrued and the accretion on discount on the Series&nbsp;A Preferred Stock reduce the
net income available to common shareholders and our earnings per common share. The Series&nbsp;A
Preferred Stock is cumulative, which means that any dividends not declared or paid will accumulate
and will be payable when we resume paying dividends. Shares of Series&nbsp;A Preferred Stock and Series
B Preferred Stock will also receive preferential treatment in the event of our liquidation,
dissolution or winding up. Additionally, the ownership interest of the existing holders of our
common stock will be diluted to the extent the warrant that we issued to Treasury, which we refer
to as the Warrant, in connection with our participation in the TARP CPP is exercised. The shares of
common stock underlying the Warrant represent approximately 1.0 percent of the shares of our common
stock outstanding as of March&nbsp;31, 2010 (including the shares issuable upon exercise of the Warrant
in our total outstanding shares but not shares of common stock issuable upon conversion of the
Series&nbsp;B Preferred Stock). Although Treasury has agreed not to vote any of the shares of common
stock it receives upon exercise of the Warrant, a transferee of any portion of the Warrant or of
any shares of common stock acquired upon exercise of the Warrant is not bound by this restriction.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Holders of outstanding shares of preferred stock have certain voting rights that may adversely
affect our common shareholders, and the holders of such preferred stock may have different
interests from, and vote their shares in a manner deemed adverse to, our common shareholders.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that we fail to pay dividends on the Series&nbsp;A Preferred Stock for an aggregate of
at least six quarterly dividend periods or three semi-annual dividend payments on the Series&nbsp;B
Preferred Stock (in each case whether or not consecutive) the Treasury and holders of Series&nbsp;B
Preferred Stock will have the right to appoint two directors to our board of directors until all
accrued but unpaid dividends have been paid; otherwise, except as required by law, holders of the
Series&nbsp;A Preferred Stock and the Series&nbsp;B Preferred Stock have limited voting rights. So long as
shares of the Series&nbsp;A Preferred Stock or Series&nbsp;B Preferred Stock are outstanding, in addition to
any other vote or consent of shareholders required by law or our amended and restated charter, the
vote or consent of holders owning at least 66 2/3&nbsp;percent of the outstanding shares of Series&nbsp;A
Preferred Stock and Series&nbsp;B Preferred Stock, as applicable, is required for:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any authorization or issuance of shares ranking senior to such preferred stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any amendment to the rights of such preferred stock so as to adversely affect the
rights, preferences, privileges or voting power of such preferred stock; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consummation of any merger, share exchange or similar transaction unless the shares
of such preferred stock remain outstanding, or if we are not the surviving entity in
such transaction, are converted into or exchanged for preference securities of the
surviving entity and such shares of preferred stock remaining outstanding or such
preference securities have such rights, preferences, privileges and voting power as are
not materially less favorable to the holders than the rights, preferences, privileges
and voting power of the shares of such series of preferred stock. Holders of Series&nbsp;A
Preferred Stock or Series&nbsp;B Preferred Stock could block the foregoing transitions, even
where considered desirable by, or in the best interests of, holders of our common
stock.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Series&nbsp;A Preferred Stock, including the Treasury or Series&nbsp;B Preferred Stock,
may have different interests from the holders of our common stock, and could vote to disapprove
transactions that are favored by, or are in the best interests of, our common shareholders.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The anti-takeover provisions in our articles of incorporation and under Florida law may make it
more difficult for takeover attempts that have not been approved by our board of directors.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Florida law and our articles of incorporation include anti-takeover provisions, such as
provisions that encourage persons seeking to acquire control of us to consult with our board, and
which enable the board to negotiate and give consideration on behalf of us and our shareholders and
other constituencies to the merits of any offer made. Such provisions, as well as supermajority
voting and quorum requirements and a staggered board of directors, may make any takeover attempts and other acquisitions of interests in us that have
not been approved by our board of directors more difficult and more expensive. These provisions may
discourage possible business combinations that a majority of our shareholders may believe to be
desirable and beneficial.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 17 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are filing the registration statement of which this prospectus is a part to permit the
holders of the shares of our common stock described in the section entitled &#147;Selling Stockholders&#148;
to resell such shares. We will not receive any proceeds from the sale of shares by the selling
stockholders. All net proceeds from the sale of the common stock covered by this prospectus will
go to the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will pay any underwriting discounts and commissions and expenses
incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other
expenses incurred by the selling stockholders in disposing of the shares. We will bear all other
costs, fees and expenses incurred in effecting the registration of the shares covered by this
prospectus, including, without limitation, all registration and filing fees, and fees and expenses
of our counsel and our accountants.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PRICE RANGE OF COMMON STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the NASDAQ Global Select Market under the symbol &#147;SBCF.&#148; The
table below sets forth the high and low sale prices per share of our common stock on the NASDAQ
Global Select Market and the dividends paid per share of our common stock for the indicated
periods. As of March&nbsp;31, 2010, we had approximately 58,938,221 shares of common stock issued and
58,913,722 shares of common stock outstanding, held by approximately
1,429 record holders.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 0px solid #000000"><B>Sale Price per Share of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Quarterly Dividends</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>Seacoast Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Declared per Share of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>High</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Low</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Seacoast Common Stock</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>2008</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">First Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">12.910</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">7.510</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Second Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.760</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Third Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.280</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Fourth Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.010</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.350</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>2009</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">First Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">7.080</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2.140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Second Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.450</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.020</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Third Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.180</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.870</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Fourth Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2.650</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1.110</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>2010</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">First Quarter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">2.100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">1.350</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Second Quarter (through May&nbsp;21, 2010)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.570</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.670</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Dividends were suspended as of May&nbsp;19, 2009.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->-19-<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DIVIDEND POLICY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dividends from Seacoast National historically have been our primary source of funds to pay
dividends on our common stock. Under the National Bank Act, national banks may in any calendar
year, without the approval of the OCC, pay dividends to the extent of net profits for that year,
plus retained net profits for the preceding two years (less any required transfers to surplus). The
need to maintain adequate capital in Seacoast National also limits dividends that may be paid to
us. Beginning in the third quarter of 2008, we reduced our dividend per share of our common stock
to $0.01 and, as of May&nbsp;19, 2009, we have suspended the payment of dividends, as described below.
As of December&nbsp;31, 2008, Seacoast National cannot pay us any dividends without prior OCC approval,
and in all events must maintain appropriate capital that meets regulatory requirements applicable
to us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The OCC and the Federal Reserve have policies that encourage banks and bank holding companies
to pay dividends from current earnings, and have the general authority to limit the dividends paid
by national banks and bank holding companies, respectively, if such payment may be deemed to
constitute an unsafe or unsound practice. If, in the particular circumstances, either of these
federal regulators determine that the payment of dividends would constitute an unsafe or unsound
banking practice, either the OCC or the Federal Reserve may, among other things, issue a cease and
desist order prohibiting the payment of dividends by Seacoast National or us, respectively. Under a
recently adopted Federal Reserve policy, the board of directors of a bank holding company must
consider different factors to ensure that its dividend level is prudent relative to the
organization&#146;s financial position and is not based on overly optimistic earnings scenarios such as
any potential events that may occur before the payment date that could affect its ability to pay,
while still maintaining a strong financial position. As a general matter, the Federal Reserve has
indicated that the board of directors of a bank holding company, such as ourselves, should consult
with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company&#146;s
dividends if: (i)&nbsp;its net income available to shareholders for the past four quarters, net of
dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii)
its prospective rate of earnings retention is not consistent with its capital needs and overall
current and prospective financial condition; or (iii)&nbsp;it will not meet, or is in danger of not
meeting, its minimum regulatory capital adequacy ratios.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of our participation in the TARP CPP program, additional restrictions have been
imposed on our ability to declare or increase dividends on shares of our common stock, including a
restriction on paying quarterly dividends above $0.01 per share. Specifically, we are unable to
declare dividend payments on our common, junior preferred or pari passu preferred shares if we are
in arrears on the dividends on the Series&nbsp;A Preferred Stock or Series&nbsp;B Preferred Stock. Further,
without the Treasury&#146;s approval, we are not permitted to increase dividends on our common stock
above $0.01 per share until December&nbsp;19, 2011 unless all of the Series&nbsp;A Preferred Stock has been
redeemed or transferred by the Treasury. In addition, we cannot repurchase shares of common stock
or use proceeds from the Series&nbsp;A Preferred Stock to repurchase trust preferred securities. Consent
of the Treasury generally is required for us to make any stock repurchase until December&nbsp;19, 2011
unless all of the Series&nbsp;A Preferred Stock has been redeemed or transferred by the Treasury to a
third party. Further, our common, junior preferred or pari passu preferred shares may not be
repurchased if we have not declared and paid all Series&nbsp;A Preferred Stock dividends or dividends
with respect to the current dividend period for the Series&nbsp;B Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;19, 2009, our board of directors determined to suspend regular quarterly cash dividends
on our outstanding common stock and Series&nbsp;A Preferred Stock pursuant to a request from the Federal
Reserve as a result of recently adopted Federal Reserve policies related to dividends and other
distributions. Dividends will be suspended on our outstanding common stock, Series&nbsp;A Preferred
Stock and Series&nbsp;B Preferred Stock until such time as dividends are allowed by the Federal Reserve.
The Federal Reserve has a policy that it does not want bank holding companies that have TARP CPP
capital to use TARP funds to pay dividends on common or preferred stock or to make distributions on
our outstanding trust preferred securities.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-20-<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;9, 2010, we entered into an Investment Agreement, dated as of April&nbsp;8, 2010, or the
Investment Agreement, with the selling stockholders listed below for the purchase of approximately
$50&nbsp;million of our Series&nbsp;B Preferred Stock. We are registering for resale 34,482,758 shares of
common stock issuable upon conversion of our Series&nbsp;B Preferred Stock held by the selling
stockholders identified below. We are registering the shares to permit the selling stockholders and
their pledgees, donees, transferees and other successors-in-interest that receive their shares from
a selling stockholder as a gift, partnership distribution or other non-sale related transfer after
the date of this prospectus to resell the shares when and as they deem appropriate in the manner
described in the &#147;Plan of Distribution.&#148; As of the date of this prospectus there are &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
shares of common stock issued and outstanding assuming conversion of all outstanding shares of
Series&nbsp;B Preferred Stock into common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beneficial ownership is determined in accordance with the rules of the SEC and includes voting
or investment power with respect to shares. To our knowledge, the entities named in the table has
sole voting and investment power with respect to its shares of common stock. The percentage
ownership presented in the table below are based on the number of shares of our common stock
outstanding as of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2010, or &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares, assuming conversion of all outstanding
shares of Series&nbsp;B Preferred Stock into common stock.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares of Common Stock to be</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>Beneficially Owned After Offering (1)</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="3"><B>Name of Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Beneficially Owned Prior</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock that may</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage (if more</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="0" style="border-bottom: 1px solid #000000"><B>Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>to Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>be Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>than one percent)</B></TD>
</TR>

<!-- End Table Head -->
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</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>We do not know when or in what amounts the selling stockholders may offer shares for
sale. The selling stockholders might not sell any or all of the shares offered by this prospectus.
Because the selling stockholders may offer all or some of the shares pursuant to this prospectus,
we cannot estimate the number of the shares that will be held by the selling stockholders after
completion of the offering. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the shares covered by this prospectus will be held by the
selling stockholders.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to the completion of the private placement to CapGen Capital Group III LP in December
2009, the selling stockholders had not, and none of their affiliates, officers, directors or
holders of 5% or more of its share capital has, held any position or office with us or any of our
subsidiaries within the past three years. In connection with the December&nbsp;2009 private placement,
we agreed with CapGen that they would have the ability to appoint one representative to our board
of directors. In January&nbsp;2010, we appointed Robert Goldstein, a founding principal of CapGen
Capital Advisors LLC, to our board of directors.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-21-<!-- /Folio -->
</DIV>




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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DESCRIPTION OF CAPITAL STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following description of our capital stock is a summary only and is subject to applicable
provisions of the Florida Business Corporation Act, as amended, which we refer to as the Florida
Act, and to our Articles of Incorporation and our amended and restated bylaws. You should refer to,
and read this summary together with, our Articles of Incorporation and amended and restated bylaws
to review all of the terms of our capital stock. Our Articles of Incorporation are incorporated by
reference as exhibits to our Annual Report on Form 10-K for the year ended December&nbsp;31, 2009 and
Current Report on Form 8-K, dated April&nbsp;13, 2010, filed with the SEC, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>General</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation provide that we may issue up to 130&nbsp;million shares of common
stock, par value of $0.10 per share. As of March&nbsp;31, 2010, 58,938,221 shares of our common stock
were issued and 58,913,722 shares of our common stock were outstanding. All outstanding shares of
our common stock are fully paid and nonassessable. Our common stock is listed on the NASDAQ Global
Select Market under the symbol &#147;SBCF.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Voting Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each outstanding share of our common stock entitles the holder to one vote on all matters
submitted to a vote of shareholders, including the election of directors. The holders of our common
stock possess exclusive voting power, except as otherwise provided by law or by articles of
amendment establishing any series of our preferred stock, including the voting rights held by
holders of our Series&nbsp;A Preferred Stock and Series&nbsp;B Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no cumulative voting in the election of directors, which means that the holders of a
plurality of our outstanding shares of common stock can elect all of the directors then standing
for election. Since the closing of the CapGen offering, or the CapGen offering, on December&nbsp;17,
2009, CapGen has been entitled to appoint one director to our board of directors, so long as they
retain ownership of all six million shares of common stock purchased. When a quorum is present at
any meeting, questions brought before the meeting will be decided by the vote of the holders of a
majority of the shares present and voting on such matter, whether in person or by proxy, except
when the meeting concerns matters requiring the vote of the holders of a majority of all
outstanding shares under applicable Florida law. Our Articles of Incorporation provide certain
anti-takeover provisions that require super-majority votes, which may limit shareholders&#146; rights to
effect a change in control as described under the section below entitled &#147;Anti-Takeover Effects of
Certain Articles of Incorporation Provisions.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Dividends, Liquidation and Other Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of shares of common stock are entitled to receive dividends only when, as and if
approved by our board of directors from funds legally available for the payment of dividends, after
payment of dividends on our outstanding series of preferred stock. Our shareholders are entitled to
share ratably in our assets legally available for distribution to our shareholders in the event of
our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or
adequate provision for, all of our known debts and liabilities and of any preferences of Series&nbsp;A
Preferred Stock or Series&nbsp;B Preferred Stock or any other series of our preferred stock that may be
outstanding in the future. These rights are subject to the preferential rights of any other series
of our preferred stock that may then be outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of shares of our common stock have no preference, conversion, exchange, sinking fund
or redemption rights and have no preemptive rights to subscribe for any of our securities. However,
we granted certain preemptive rights to CapGen for a period of 24&nbsp;months following the
closing of the CapGen offering, as long as CapGen holds all shares of common stock purchased by it
in the CapGen offering. Our board of directors, under our articles of incorporation, otherwise may
issue additional shares of our common stock or rights to purchase shares of our common stock
without the approval of our shareholders.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Transfer Agent and Registrar</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to compliance with applicable federal and state securities laws, our common stock may
be transferred without any restrictions or limitations. The transfer agent and registrar for shares
of our common stock is Continental Stock Transfer and Trust Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Preferred Stock</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are authorized to issue 4&nbsp;million shares of preferred stock, $0.10 par value per share,
2,000 shares of which have been designated as Fixed Rate Cumulative Perpetual Preferred Stock,
Series&nbsp;A, or Series&nbsp;A Preferred Stock, and 50,000 of which have been designated as Mandatorily
Convertible Noncumulative Nonvoting Preferred Stock, Series&nbsp;B, or Series&nbsp;B Preferred Stock, all of
which are issued and outstanding as of the date of this prospectus. We do not have other preferred
stock outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our board of directors may fix the voting powers, designations, preferences, rights,
qualifications, limitations and restrictions of any other series of preferred stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Series&nbsp;A Preferred Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred Stock constitutes a series of our perpetual, cumulative, preferred
stock, consisting of 2,000 shares, par value $0.10 per share, having a liquidation preference
amount of $25,000 per share. The Series&nbsp;A Preferred Stock has no maturity date. We issued the
shares of Series&nbsp;A Preferred Stock and the Warrant to Treasury on December&nbsp;19, 2008 in connection
with the TARP Capital Purchase Program for an aggregate purchase price of $50.0&nbsp;million. Pursuant
to the Purchase Agreement between us and Treasury, we have agreed, if requested by Treasury, to
enter into a depositary arrangement pursuant to which the shares of Series&nbsp;A Preferred Stock may be
deposited and depositary shares, each representing a fraction of a share of Series&nbsp;A Preferred
Stock as specified by Treasury, may be issued. The Series&nbsp;A Preferred Stock and Warrant qualify as
Tier 1 capital for regulatory purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Dividends</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Rate</I>. Dividends on the Series&nbsp;A Preferred Stock are payable quarterly in arrears, when, as
and if authorized and declared by our board of directors out of legally available funds, on a
cumulative basis on the $25,000 per share liquidation preference amount plus the amount of accrued
and unpaid dividends for any prior dividend periods, at a rate of (i)&nbsp;5% per annum, from the
original issuance date to but excluding the first day of the first dividend period commencing after
the fifth anniversary of the original issuance date (i.e., 5% per annum from December&nbsp;19, 2008 to
but excluding February&nbsp;15, 2014), and (ii)&nbsp;9% per annum, from and after the first day of the first
dividend period commencing after the fifth anniversary of the original issuance date (i.e., 9% per
annum on and after February&nbsp;15, 2014). Dividends are payable quarterly in arrears on February&nbsp;15,
May&nbsp;15, August&nbsp;15 and November&nbsp;15 of each year, commencing on February&nbsp;15, 2009. Each dividend will
be payable to holders of record as they appear on our stock register on the applicable record date,
which will be the 15th calendar day immediately preceding the related dividend payment date
(whether or not a business day), or such other record date determined by our board of directors
that is not more than 60 nor less than ten days prior to the related dividend payment date. Each
period from and including a dividend payment date (or the date of the issuance of the Series&nbsp;A
Preferred Stock) to but excluding the following dividend payment date is referred to as a &#147;dividend
period.&#148; Dividends payable for each dividend period are computed on the basis of a 360-day year
consisting of twelve 30-day months. If a scheduled dividend payment date falls on a day that is not
a business day, the dividend will be paid on the next business day as if it were paid on the
scheduled dividend payment date, and no interest or other additional amount will accrue on the
dividend. The term &#147;business day&#148; means any day except Saturday, Sunday and any day on which
banking institutions in the State of New York generally are authorized or required by law or other
governmental actions to close.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Dividends on the Series&nbsp;A Preferred Stock will be cumulative</I>. If for any reason our board of
directors does not declare a dividend on the Series&nbsp;A Preferred Stock for a particular dividend
period, or if the board of directors declares less than a full dividend, we will remain obligated
to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on
each subsequent dividend date (meaning that dividends for future dividend periods will accrue on
any unpaid dividend amounts for prior dividend periods).
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are not obligated to pay holders of the Series&nbsp;A Preferred Stock any dividend in excess of
the dividends on the Series&nbsp;A Preferred Stock that are payable as described above. There is no
sinking fund with respect to dividends on the Series&nbsp;A Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Priority of Dividends</I>. So long as the Series&nbsp;A Preferred Stock remains outstanding, we may
not declare or pay a dividend or other distribution on our common stock or any other shares of
Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than
dividends paid on a pro rata basis with the Series&nbsp;A Preferred Stock), and we generally may not
directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior
Stock or Parity Stock unless all accrued and unpaid dividends on the Series&nbsp;A Preferred Stock for
all past dividend periods are paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Junior Stock</I>&#148; means our common stock and any other class or series of our stock the terms of
which expressly provide that it ranks junior to the Series&nbsp;A Preferred Stock as to dividend rights
and/or as to rights on liquidation, dissolution or winding up. We currently have no outstanding
class or series of preferred stock constituting Junior Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Parity Stock</I>&#148; means any class or series of our stock, other than the Series&nbsp;A Preferred
Stock, the terms of which do not expressly provide that such class or series will rank senior or
junior to the Series&nbsp;A Preferred Stock as to dividend rights and/or as to rights on liquidation,
dissolution or winding up, in each case without regard to whether dividends accrue cumulatively or
non-cumulatively. We currently have no outstanding class or series of stock constituting Parity
Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Liquidation Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any voluntary or involuntary liquidation, dissolution or winding up of our
affairs, holders of the Series&nbsp;A Preferred Stock will be entitled to receive for each share of
Series&nbsp;A Preferred Stock, out of our assets or proceeds available for distribution to our
shareholders, subject to any rights of our creditors, before any distribution of assets or proceeds
is made to or set aside for the holders of our common stock and any other class or series of our
stock ranking junior to the Series&nbsp;A Preferred Stock, payment of an amount equal to the sum of (i)
the $25,000 liquidation preference amount per share and (ii)&nbsp;the amount of any accrued and unpaid
dividends on the Series&nbsp;A Preferred Stock (including dividends accrued on any unpaid dividends). To
the extent the assets or proceeds available for distribution to shareholders are not sufficient to
fully pay the liquidation payments owing to the holders of the Series&nbsp;A Preferred Stock and the
holders of any other class or series of our stock ranking equally with the Series&nbsp;A Preferred
Stock, the holders of the Series&nbsp;A Preferred Stock and such other stock will share ratably in the
distribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the liquidation rights of the Series&nbsp;A Preferred Stock, neither our merger or
our consolidation with another entity nor the sale, lease or exchange of all or substantially all
of our assets will constitute the liquidation, dissolution or winding up of our affairs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Redemptions and Repurchases</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred Stock is redeemable at our option, subject to prior approval by the
Board of Governors of the Federal Reserve System or its delegee (the &#147;Federal Reserve&#148;) and/or
Treasury in whole or in part at a redemption price equal to 100% of the liquidation preference
amount of $25,000 per share plus any accrued and unpaid dividends to but excluding the date of
redemption (including dividends accrued on any unpaid dividends), provided that any declared but
unpaid dividend payable on a redemption date that occurs subsequent to the record date for the
dividend will be payable to the holder of record of the redeemed shares on the dividend record
date, and provided further that the Series&nbsp;A Preferred Stock may be redeemed prior to the first
dividend payment date falling after the third anniversary of the original issuance date (i.e.,
prior to February&nbsp;15, 2012) only if (i)&nbsp;we have raised aggregate gross proceeds in one or more
Qualified Equity Offerings of at least the Minimum Amount and (ii)&nbsp;the aggregate redemption price
of the Series&nbsp;A Preferred Stock does not exceed the aggregate net proceeds from such Qualified
Equity Offerings by us and any successor. The &#147;Minimum Amount&#148; means $12,500,000 plus, in the event
we are succeeded in a business combination by another entity which also participated in the TARP
Capital Purchase Program, 25% of the aggregate liquidation preference amount of the preferred stock
issued by that entity to Treasury. A &#147;Qualified Equity Offering&#148; is defined as the sale for cash by
us (or our successor) of preferred stock or common stock that qualifies as Tier 1 capital under
applicable regulatory capital guidelines.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To exercise the redemption right described above, we must give notice of the redemption to the
holders of record of the Series&nbsp;A Preferred Stock by first class mail, not less than 30&nbsp;days and
not more than 60&nbsp;days before the date of redemption. Each notice of redemption given to a holder of
Series&nbsp;A Preferred Stock must state: (i)&nbsp;the redemption date; (ii)&nbsp;the number of shares of Series&nbsp;A
Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (iii)&nbsp;the redemption price;
and (iv)&nbsp;the place or places where certificates for such shares are to be surrendered for payment
of the redemption price. In the case of a partial redemption of the Series&nbsp;A Preferred Stock, the
shares to be redeemed will be selected either pro rata or in such other manner as our board of
directors determines to be fair and equitable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Purchase Agreement between us and Treasury provides that so long as Treasury continues to
own any shares of Series&nbsp;A Preferred Stock, we may not repurchase any shares of Series&nbsp;A Preferred
Stock from any other holder of such shares unless we offer to repurchase a ratable portion of the
shares of Series&nbsp;A Preferred Stock then held by Treasury on the same terms and conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of Series&nbsp;A Preferred Stock that we redeem, repurchase or otherwise acquire will revert
to authorized but unissued shares of preferred stock, which may then be reissued by us as any
series of preferred stock other than the Series&nbsp;A Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>No Conversion Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of the Series&nbsp;A Preferred Stock have no right to exchange or convert their shares into
common stock or any other securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Voting Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of the Series&nbsp;A Preferred Stock do not have voting rights other than those
described below, except to the extent specifically required by Florida law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever dividends have not been paid on the Series&nbsp;A Preferred Stock for six or more
quarterly dividend periods, whether or not consecutive, the authorized number of our directors will
automatically increase by two and the holders of the Series&nbsp;A Preferred Stock will have the right,
with the holders of shares of any other classes or series of Voting Parity Stock outstanding at the
time, voting together as a class, to elect two directors (the &#147;Preferred Directors&#148;) to fill such
newly created directorships at our next annual meeting of shareholders (or at a special meeting
called for that purpose prior to the next annual meeting) and at each subsequent annual meeting of
shareholders until all accrued and unpaid dividends for all past dividend periods on all
outstanding shares of Series&nbsp;A Preferred Stock have been paid in full at which time this right will
terminate with respect to the Series&nbsp;A Preferred Stock, subject to revesting in the event of each
and every subsequent default by us as described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person may be elected as a Preferred Director who would cause us to violate any corporate
governance requirements of any securities exchange or other trading facility on which our
securities may then be listed or traded that listed or traded companies must have a majority of
independent directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any termination of the right of the holders of the Series&nbsp;A Preferred Stock and Voting
Parity Stock as a class to vote for directors as described above, the Preferred Directors will
cease to be qualified as directors, the terms of office of all Preferred Directors then in office
will terminate immediately and the authorized number of directors will be reduced by the number of
Preferred Directors which had been elected by the holders of the Series&nbsp;A Preferred Stock and the
Voting Parity Stock. Any Preferred Director may be removed at any time, with or without cause, and
any vacancy created by such a removal may be filled, only by the affirmative vote of the holders a
majority of the outstanding shares of Series&nbsp;A Preferred Stock voting separately as a class
together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such
holders described above are then exercisable. If the office of any Preferred Director becomes
vacant for any reason other than removal from office, the remaining Preferred Director may choose a
successor who will hold office for the unexpired term of the office in which the vacancy occurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The term &#147;Voting Parity Stock&#148; means with regard to any matter as to which the holders of the
Series&nbsp;A Preferred Stock are entitled to vote, any series of Parity Stock (as defined under &#147;&#151;
Dividends-Priority of
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Dividends&#148;) upon which voting rights similar to those of the Series&nbsp;A Preferred Stock have
been conferred and are exercisable with respect to such matter. We currently have no outstanding
shares of Voting Parity Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If holders of the Series&nbsp;A Preferred Stock obtain the right to elect two directors and if the
Federal Reserve deems the Series&nbsp;A Preferred Stock a class of &#147;voting securities,&#148; (a)&nbsp;any bank
holding company that is a holder may be required to obtain the approval of the Federal Reserve to
acquire more than 5% of the Series&nbsp;A Preferred Stock and (b)&nbsp;any person may be required to obtain
the approval of the Federal Reserve to acquire or retain 10% or more of the then outstanding shares
of Series&nbsp;A Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to any other vote or consent required by Florida law or by our Articles of
Incorporation, the vote or consent of the holders of at least 66 2/3% of the outstanding shares of
Series&nbsp;A Preferred Stock, voting as a separate class, is required in order to do the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>amend our Articles of Incorporation to authorize or create or increase the
authorized amount of, or any issuance of, any shares of, or any securities convertible
into or exchangeable or exercisable for shares of, any class or series of stock ranking
senior to the Series&nbsp;A Preferred Stock with respect to the payment of dividends and/or
the distribution of assets on our liquidation, dissolution or winding up; or</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>amend our Articles of Incorporation in a way that adversely affects the rights,
preferences, privileges or voting powers of the Series&nbsp;A Preferred Stock; or</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consummate a binding share exchange or reclassification involving the Series&nbsp;A
Preferred Stock or our merger or consolidation with another entity, unless (i)&nbsp;the
shares of Series&nbsp;A Preferred Stock remain outstanding or, in the case of a merger or
consolidation in which we are not the surviving or resulting entity, are converted into
or exchanged for preference securities of the surviving or resulting entity or its
ultimate parent, and (ii)&nbsp;the shares of Series&nbsp;A Preferred Stock remaining outstanding
or such preference securities, have such rights, preferences, privileges, voting
powers, limitations and restrictions, taken as a whole, as are not materially less
favorable than the rights, preferences, privileges, voting powers, limitations and
restrictions of the Series&nbsp;A Preferred Stock prior to consummation of the transaction,
taken as a whole;</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>provided</I>, <I>however</I>, that (1)&nbsp;any increase in the amount of our authorized but unissued shares of
preferred stock, and (2)&nbsp;the creation and issuance, or an increase in the authorized or issued
amount, of any other series of preferred stock, or any securities convertible into or exchangeable
or exercisable for any other series of preferred stock, ranking equally with and/or junior to the
Series&nbsp;A Preferred Stock with respect to the payment of dividends, whether such dividends are
cumulative or non-cumulative and the distribution of assets upon our liquidation, dissolution or
winding up, will not be deemed to adversely affect the rights, preferences, privileges or voting
powers of the Series&nbsp;A Preferred Stock and will not require the vote or consent of the holders of
the Series&nbsp;A Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent holders of the Series&nbsp;A Preferred Stock are entitled to vote, holders of shares
of the Series&nbsp;A Preferred Stock will be entitled to one vote for each share then held.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The voting provisions described above will not apply if, at or prior to the time when the vote
or consent of the holders of the Series&nbsp;A Preferred Stock would otherwise be required, all
outstanding shares of the Series&nbsp;A Preferred Stock have been redeemed by us or called for
redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the
holders of Series&nbsp;A Preferred Stock to effect the redemption.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Series&nbsp;B Preferred Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Dividends</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Rate. </I>Holders of shares of outstanding Series&nbsp;B Preferred Stock are entitled to receive,
when, as and if declared by our board of directors out of our legally available funds,
noncumulative dividends in arrears at the rate per annum of 15% per share on the liquidation amount
(equivalent to $150.00 per annum per share), payable semi-annually on each dividend payment date
beginning on October&nbsp;15, 2010 until the Series&nbsp;B Preferred Stock is converted into common stock, or
the conversion date. If, as provided in &#147;&#151;Mandatory Conversion &#151; Conversion
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Procedures&#148; below, any outstanding shares of Series&nbsp;B Preferred Stock are not converted on the
conversion date, each such share of Series&nbsp;B Preferred Stock, while outstanding, shall, upon and
following the conversion date bear noncumulative dividends payable, when, as and if declared by our
board of directors, at the same date and in amounts equal to the number of shares of common stock
into which each share of Series&nbsp;B Preferred Stock is then convertible, multiplied by the dividend
declared and payable per share of common stock. Dividends are payable on a dividend payment date to
holders that are record holders of the applicable record date with respect to such dividend payment
date, but only to the extent a dividend has been declared to be payable on such dividend payment
date. If any dividend payment date is not a business day, the dividend payable on such date shall
be paid on the next business day without adjustment and without interest. Dividends payable for any
period other than a full dividend period (based on the number of actual days elapsed during the
period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve
30-day months.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Dividends on the Series&nbsp;B Preferred Stock are not cumulative</I>. To the extent that our board of
directors does not declare and pay dividends on the Series&nbsp;B Preferred Stock for a dividend period
prior to the related dividend payment date, in full or otherwise, such unpaid dividend shall not
accrue and shall cease to be payable. We have no obligation to pay dividends for such dividend
period after the dividend payment date for such dividend period or to pay interest (or any other
sum of money in lieu of interest) with respect to such dividends, whether or not we declare
dividends on the Series&nbsp;B Preferred Stock for any subsequent dividend period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Junior Stock and Parity Stock. </I>Prior to conversion, no dividend shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any outstanding share of any Junior
Stock. So long as any share of Series&nbsp;B Preferred Stock remains outstanding, no dividend or
distribution shall be declared or paid on the common stock or any other shares of Junior Stock
(other than dividends payable solely in shares of common stock) or Parity Stock, except as
described below in the case of Parity Stock, and no common stock, Junior Stock or Parity Stock
shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by us
or any of our subsidiaries unless all dividends on all outstanding shares of the Series&nbsp;B Preferred
Stock for any dividend period have been declared and paid in full (or have been declared and a sum
sufficient for the payment thereof has been set aside for the benefit of the holders of shares of
Series&nbsp;B Preferred Stock on the applicable record date). Such limitation shall not apply to (i)&nbsp;any
dividends or distributions of rights or Junior Stock in connection with a shareholders&#146; rights plan
or any redemption or repurchase of rights pursuant to any shareholders&#146; rights plan; (ii)&nbsp;the
acquisition by us or any of our subsidiaries of record ownership in Junior Stock or Parity Stock
for the beneficial ownership of any other persons (other than for the beneficial ownership by us or
any of our subsidiaries), including as trustees or custodians; and (iii)&nbsp;the exchange or conversion
of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock
(with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the
extent required pursuant to binding contractual agreements entered into prior to April&nbsp;9, 2010 or
any subsequent agreement for the accelerated exercise, settlement or exchange thereof for common
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When dividends are not paid (or declared and a sum sufficient for payment thereof set aside
for the benefit of the holders thereof on the applicable record date) on any dividend payment date
(or, in the case of Parity Stock having dividend payment dates different from the dividend payment
dates, on a dividend payment date falling within a dividend period related to such dividend payment
date) in full upon shares of Series&nbsp;B Preferred Stock and any shares of Parity Stock, all dividends
declared on shares of Series&nbsp;B Preferred Stock and all such Parity Stock and payable on such
dividend payment date (or, in the case of Parity Stock having dividend payment dates different from
the dividend payment dates, on a dividend payment date falling within the dividend period related
to such dividend payment date) shall be declared pro rata so that the respective amounts of such
dividends declared shall bear the same ratio to each other as full dividends payable on the Series
B Preferred Stock for such dividend period and all Parity Stock payable on such dividend payment
date (or, in the case of Parity Stock having dividend payment dates different from the dividend
payment dates, on a dividend payment date falling within the dividend period related to such
dividend payment date) (subject to their having been declared by our board of directors out of
legally available funds and including, in the case of Parity Stock that bears cumulative dividends,
all accrued but unpaid dividends) bear to each other. If our board of directors determines not to
pay any dividend or a full dividend on a dividend payment date, we will provide written notice to
the holders of shares of Series&nbsp;B Preferred Stock prior to such dividend payment date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If, at any dividend payment date, we are prohibited by applicable governmental or regulatory
authority from paying dividends on the Series&nbsp;B Preferred Stock, but are permitted to pay dividends
on our outstanding
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Series&nbsp;A Preferred Stock, we may pay dividends on shares of the Series&nbsp;A Preferred Stock without giving
pro rata effect to accrued dividends with respect to the Series&nbsp;B Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the conversion date with respect to any share of Series&nbsp;B Preferred Stock is on or prior to
October&nbsp;15, 2010, the holder of such share of Series&nbsp;B Preferred Stock will not have any right to
receive any dividends on the Series&nbsp;B Preferred Stock with respect to such dividend period, whether
upon conversion or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All dividends on shares of Series&nbsp;B Preferred Stock, whether or not for a current dividend
period or any prior dividend period, paid on shares of Series&nbsp;B Preferred Stock shall be made in
cash. No fractional shares of common stock shall be delivered to holders in payment or partial
payment of a dividend.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to the close of business on the conversion date, shares of common stock issuable upon
the mandatory conversion thereof, or other securities issuable upon conversion of, such share of
Series&nbsp;B Preferred Stock shall not be deemed outstanding for any purpose, and the holder thereof
shall have no rights with respect to the common stock or other securities issuable upon conversion
(including voting rights and rights to respond to tender offers for the common stock) by virtue of
holding such share of Series&nbsp;B Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Mandatory Conversion</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the close of business on the fifth (5th) business day following the date on
which the shareholder approvals have been received, which is the conversion date, with respect to
Series&nbsp;B Preferred Stock, all shares of Series&nbsp;B Preferred Stock shall automatically convert into
shares of common stock. The number of shares of common stock into which a share of Series&nbsp;B
Preferred Stock shall be convertible shall be determined by dividing the liquidation amount by the
conversion price, which is $1.45, subject to adjustment as described under &#147;&#151;Conversion Price
Adjustment&#148; plus cash in lieu of fractional shares; <I>provided that</I>, the number of shares of common
stock to be issued to any holder shall be issued to the extent (but only to the extent) that the
issuance of such shares of common stock would not (i)&nbsp;cause or result in such holder and its
affiliates, collectively, being deemed to own, control or have the power to vote or dispose of
securities which would represent more than 9.99% of the voting securities of any class or series of
our capital stock outstanding at such time, (ii)&nbsp;otherwise cause such holder or any of its
affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC
Act or any similar state or federal statute or (iii)&nbsp;require such holder or any of its affiliates
to obtain the prior approval of any bank regulator; <I>provided, further</I>, that any shares of common
stock that would otherwise be issued to the holder upon conversion of shares of Series&nbsp;B Preferred
Stock held by such holder, but cannot be issued to such holder at the time of conversion as a
result of the ownership limit, shall thereafter be issued to such holder on the first date on which
such issuance would not cause or result in a violation of the ownership limit, and, provided
further, that such restriction on conversion does not apply to any bank holding company controlling
us as of April&nbsp;9, 2010. Upon the conversion date, the certificate representing shares of Series&nbsp;B
Preferred Stock shall represent solely the right to receive the number of shares of common stock
(plus cash in lieu of fractional shares) issuable upon the conversion date for each share of Series
B Preferred Stock held.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Conversion Price Adjustment</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The conversion price of the Series&nbsp;B Preferred Stock is subject to customary anti-dilution
adjustments, including in connection with stock dividends or distributions in shares of our common stock
or subdivisions, splits and combinations of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Liquidation Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voluntary or Involuntary Liquidation</I>. In the event of any liquidation, dissolution or winding
up of our affairs, whether voluntary or involuntary, each holder of shares of Series&nbsp;B Preferred
Stock shall be entitled to receive for each share of Series&nbsp;B Preferred Stock, out of our assets or
proceeds thereof (whether capital or surplus) available for distribution to our stockholders,
subject to the rights of any of our creditors, before any distribution of such assets or proceeds
is made to or set aside for the holders of common stock and any other of our Junior Stock, payment
in full in an amount equal to the sum of (i)&nbsp;liquidation amount per share of Series&nbsp;B Preferred
Stock and (ii)&nbsp;any declared and unpaid dividends on such share to the extent provided under
&#147;&#151;Dividends&#148; above.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Partial Payment. </I>If in any distribution of our assets or proceeds are not sufficient to pay in
full the amounts payable with respect to all outstanding shares of Series&nbsp;B Preferred Stock and the
corresponding amounts payable with respect of any other of our stock ranking equally with Series&nbsp;B
Preferred Stock as to such distribution, holders of Series&nbsp;B Preferred Stock and the holders of
such other stock shall share ratably in any such distribution in proportion to the full respective
distributions (including, if applicable, dividends on such amount) to which they are entitled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Residual Distributions</I>. If the liquidation preference has been paid in full to all holders of
Series&nbsp;B Preferred Stock and the corresponding amounts payable with respect of any other of our
stock ranking equally with Series&nbsp;B Preferred Stock as to such distribution has been paid in full,
the holders of the Series&nbsp;B Preferred Stock will have no right or claim to any of the remaining of
our assets (or proceeds thereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Merger, Consolidation and Sale of Assets Not Liquidation</I>. For purposes of this Section, our
potential merger or consolidation with any other corporation or other entity, including a merger or
consolidation in which the holders of shares of Series&nbsp;B Preferred Stock receive cash, securities
or other property for their shares, or the sale, lease, or exchange (for cash, securities or other
property) or pledge of all or substantially all of our assets, shall not constitute our
liquidation, dissolution or winding up.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Voting Rights</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>General</I>. The holders of shares of Series&nbsp;B Preferred Stock shall not have any voting rights
except as set forth in the articles of incorporation or as otherwise from time to time required by
law. Holders of shares of Series&nbsp;B Preferred Stock will be entitled to one vote for each such share
on any matter on which holders of shares of Series&nbsp;B Preferred Stock are entitled to vote,
including any action by written consent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any shares of Series&nbsp;B Preferred Stock are outstanding, in addition to any other
vote or consent of stockholders required by law or by our Articles, the affirmative vote or consent
of the holders of at least 66 2/3% of the shares of Series&nbsp;B Preferred Stock at the time
outstanding, voting as a separate class, given in person or by proxy, by vote at any meeting called
for the purpose, shall be necessary for effecting or validating:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Authorization of Senior Stock</I>. Any amendment or alteration of the Articles or any
articles of amendment thereto to authorize or create or increase the authorized amount of,
or any issuance of, any shares of, or any securities convertible into or exchangeable or
exercisable for shares of, any class or series of our capital stock ranking senior to the
Series&nbsp;B Preferred Stock with respect to either or both the payment of dividends and/or the
distribution of assets on any liquidation, dissolution or winding up;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Amendment of Series&nbsp;B Preferred Stock</I>. Any amendment, alteration or repeal of any
provision of the Articles or these Articles of Amendment thereto (including, unless no vote
on such merger or consolidation is required by clause (iii)&nbsp;below, any amendment,
alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely
affect the rights, preferences, privileges or voting powers of shares of Series&nbsp;B Preferred
Stock; or</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Share Exchanges, Reclassifications, Mergers and Consolidations</I>. Any consummation of a
binding share exchange or reclassification involving the shares of Series&nbsp;B Preferred
Stock, or of our merger or consolidation with another corporation or other entity, unless
in each case (x)&nbsp;the shares of Series&nbsp;B Preferred Stock remain outstanding or, in the case
of any such merger or consolidation with respect to which we are not the surviving or
resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y)&nbsp;such shares remaining
outstanding or such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, taken
as a whole, as are not materially less favorable to the holders thereof than the rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, of
shares of Series&nbsp;B Preferred Stock immediately prior to such consummation, taken as a
whole;</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>provided, however</I>, that for all purposes of this Section, the creation and issuance, or an increase
in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise,
of any other series of Preferred Stock,
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or any securities convertible into or exchangeable or exercisable for any other series of Preferred
Stock, ranking equally with and/or junior to Series&nbsp;B Preferred Stock with respect to the payment
of dividends (whether such dividends are cumulative or noncumulative) and the distribution of
assets upon our liquidation, dissolution or winding up will not be deemed to adversely affect the
rights, preferences, privileges or voting powers, and shall not require the affirmative vote or
consent of, the holders of outstanding shares of the Series&nbsp;B Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Procedures for Voting and Consents</I>. The rules and procedures for calling and conducting any
meeting of the holders of Series&nbsp;B Preferred Stock (including, without limitation, the fixing of a
record date in connection therewith), the solicitation and use of proxies at such a meeting, the
obtaining of written consents and any other aspect or matter with regard to such a meeting or such
consents shall be governed by any rules of the board of directors, in its discretion, may adopt
from time to time, which rules and procedures shall conform to the requirements of our Articles,
our Bylaws and applicable law and the rules of any national securities exchange or other trading
facility on which Series&nbsp;B Preferred Stock is listed or traded at the time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Preferred Stock Directors</I>. Whenever, at any time or times, dividends payable on the shares of
Series&nbsp;B Preferred Stock, if any shares of Series&nbsp;B Preferred Stock remain outstanding, have not
been paid for an aggregate of three or more dividend periods, in each case whether or not
consecutive, the authorized number of our directors shall automatically be increased by two and the
holders of the Series&nbsp;B Preferred Stock shall have the right, together with holders of any one or
more other classes or series of voting parity stock outstanding at the time, voting together as a
class, to elect two directors to fill such newly created directorships at our next annual meeting
of shareholders (or at a special meeting called for that purpose prior to such next annual meeting)
and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for
all past dividend periods, including the latest completed dividend period, on all outstanding
shares of Series&nbsp;B Preferred Stock have been declared and paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, if any other class or series of voting parity stock at any time has the right to
elect such a preferred director, holders of Series&nbsp;B Preferred Stock will have the right, together
with holders of all classes or series of voting parity stock, to elect such preferred director. The
voting rights with respect to such preferred directors are subject to the terms and limitations of
such rights set forth in the Series&nbsp;A Preferred Stock Articles of Amendment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>No Sinking Fund</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of Series&nbsp;B Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. Holders of shares of Series&nbsp;B Preferred Stock will have
no right to require redemption or repurchase of any shares of Series&nbsp;B Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Redemption by the Corporation</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;B Preferred Stock shall not be redeemable by us. In all events, any repurchase or
redemption of Series&nbsp;B Preferred Stock shall be subject to the prior approval of our primary
federal banking regulator, if required by applicable law or regulation or if such approval is a
requirement to the Series&nbsp;B Preferred Stock being classified as Tier 1 capital (or the equivalent)
for bank regulatory purposes, together with any other required regulatory approvals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Treasury Warrant</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We issued a Warrant to the Treasury on December&nbsp;19, 2008 concurrent with our sale to Treasury
of 2,000 shares of Series&nbsp;A Preferred Stock pursuant to the TARP Capital Purchase Program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>General</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Warrant gives the holder the right to initially purchase up to 1,179,245 shares of our
common stock at an exercise price of $6.36 per share. After our August&nbsp;2009 common stock offering
the warrant was reduced to 589,623 shares of our common stock at an exercise price of $6.36 per
share. Subject to the limitations on exercise to which Treasury is subject described under &#147;&#151;
Transferability,&#148; the Warrant is immediately exercisable and expires on December&nbsp;19, 2018. The
exercise price may be paid (i)&nbsp;by having us withhold from the shares of common stock
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 30 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">that would otherwise be issued to the warrant holder upon exercise, a number of shares of
common stock having a market value equal to the aggregate exercise price or (ii)&nbsp;if both we and the
warrant holder consent, in cash.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Possible Reduction in Number of Shares</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we (or any successor to us by a business combination) complete one or more Qualified Equity
Offerings (as defined under &#147;Description of Series&nbsp;A Preferred Stock &#151; Redemption and
Repurchases&#148;) prior to December&nbsp;31, 2009 resulting in aggregate gross proceeds of at least $50.0
million, the number of shares of common stock underlying the Warrant then held by Treasury will be
reduced by 50%. The number of shares subject to the Warrant are subject to further adjustment as
described below under &#147;&#151; Other Adjustments.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Transferability</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Warrant is not subject to any restrictions on transfer; however, Treasury may not transfer
or exercise the Warrant with respect to more than one-half of the shares underlying the Warrant
until the earlier of (i)&nbsp;the date on which we (or any successor to us by a business combination)
have received aggregate gross proceeds of at least $50.0&nbsp;million from one or more Qualified Equity
Offerings (including those by any successor to us by a business combination) and (ii)&nbsp;December&nbsp;31,
2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Voting of Warrant Shares</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Treasury has agreed that it will not vote any of the shares of common stock that it acquires
upon exercise of the Warrant. This restriction does not apply to any other person who acquires any
portion of the Warrant, or the shares of common stock underlying the Warrant, from Treasury.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Other Adjustments</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exercise price of the Warrant and the number of shares underlying the Warrant
automatically adjust upon the following events:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any stock split, stock dividend, subdivision, reclassification or combination of our
common stock;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>until the earlier of (i)&nbsp;the date on which Treasury no longer holds any portion of
the Warrant and (ii)&nbsp;December&nbsp;19, 2011, issuance of our common stock (or securities
convertible into our common stock) for consideration (or having a conversion price per
share) less than 90% of then current market value, except for issuances in connection
with benefit plans, business acquisitions and public or other broadly marketed
offerings;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a pro rata repurchase by us of our common stock; or</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a determination by our board of directors to make an adjustment to the anti-dilution
provisions as are reasonably necessary, in the good faith opinion of the board, to
protect the purchase rights of the warrant holders.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if we declare any dividends or distributions on our common stock other than our
historical, ordinary cash dividends, dividends paid in our common stock and other dividends or
distributions covered by the first bullet point above, the exercise price of the Warrant will be
adjusted to reflect such distribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any merger, consolidation, or other business combination to which we are a
party, the Warrant holder&#146;s right to receive shares of our common stock upon exercise of the
Warrant will be converted into the right to exercise the Warrant to acquire the number of shares of
stock or other securities or property (including cash) which the common stock issuable upon
exercise of the Warrant immediately prior to such business combination would have been entitled to
receive upon consummation of the business combination. For purposes of the provision described in
the preceding sentence, if the holders of our common stock have the right to elect the amount or
type of consideration to be received by them in the business combination, then the consideration
that the Warrant holder will be entitled to receive upon exercise will be the amount and type of
consideration received by a majority of the holders of the common stock who affirmatively make an
election.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>No Rights as Shareholders</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Warrant does not entitle its holder to any of the rights of our shareholders.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ANTI-TAKEOVER EFFECTS OF CERTAIN ARTICLES OF INCORPORATION PROVISIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation contain certain provisions that make it more difficult to
acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise.
These provisions are designed to encourage persons seeking to acquire control of us to negotiate
with our directors. We believe that, as a general rule, the interests of our shareholders would be
best served if any change in control results from negotiations with our directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation provide for a classified board to which approximately one-third
of our board of directors is elected each year at our annual meeting of shareholders. Accordingly,
our directors serve three-year terms rather than one-year terms. The classification of our board of
directors has the effect of making it more difficult for shareholders to change the composition of
our board of directors. At least two annual meetings of shareholders, instead of one, will
generally be required to effect a change in a majority of our board of directors. Such a delay may
help ensure that our directors, if confronted by a holder attempting to force a proxy contest, a
tender or exchange offer, or an extraordinary corporate transaction, would have sufficient time to
review the proposal as well as any available alternatives to the proposal and to act in what they
believe to be the best interests of our shareholders. The classification provisions apply to every
election of directors, however, regardless of whether a change in the composition of our board of
directors would be beneficial to us and our shareholders and whether or not a majority of our
shareholders believe that such a change would be desirable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The classification of our board of directors could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise attempting to
obtain control of us, even though such an attempt might be beneficial to us and our shareholders.
The classification of our board of directors could thus increase the likelihood that incumbent
directors will retain their positions. In addition, because the classification of our board of
directors may discourage accumulations of large blocks of our stock by purchasers whose objective
is to take control of us and remove a majority of our board of directors, the classification of our
board of directors could tend to reduce the likelihood of fluctuations in the market price of our
common stock that might result from accumulations of large blocks of our common stock for such a
purpose. Accordingly, our shareholders could be deprived of certain opportunities to sell their
shares at a higher market price than might otherwise be the case.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation require the affirmative vote of the holders of not less than
two-thirds of all the shares of our stock outstanding and entitled to vote generally in the
election of directors in addition to the votes required by law or elsewhere in the Articles of
Incorporation, the bylaws or otherwise, to approve: (a)&nbsp;any sale, lease, transfer, purchase and
assumption of all or substantially all of our consolidated assets and/or liabilities, (b)&nbsp;any
merger, consolidation, share exchange or similar transaction of the Company, or any merger of any
significant subsidiary, into or with another person, or (c)&nbsp;any reclassification of securities,
recapitalization or similar transaction that has the effect of increasing other than pro rata with
the other shareholders, the proportionate amount of shares that is beneficially owned by an
Affiliate (as defined in our Articles of Incorporation). Any business combination described above
may instead be approved by the affirmative vote of a majority of all the votes entitled to be cast
on the plan of merger if such business combination is approved and recommended to the shareholders
by (x)&nbsp;the affirmative vote of two-thirds of our board of directors, and (y)&nbsp;a majority of the
Continuing Directors (as defined in our Articles of Incorporation).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation also contain additional provisions that may make takeover
attempts and other acquisitions of interests in us more difficult where the takeover attempt or
other acquisition has not been approved by our board of directors. These provisions include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A requirement that any change to our Articles of Incorporation relating to the
structure of our board of directors, certain anti-takeover provisions and shareholder
proposals must be approved by the affirmative vote of holders of two-thirds of the
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares outstanding and entitled to vote;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A requirement that any change to our bylaws, including any change relating to the
number of directors, must be approved by the affirmative vote of either (a) (i)
two-thirds of our board of directors, and (ii)&nbsp;a majority of the Continuing Directors
(as defined in our Articles of Incorporation) or (b)&nbsp;two-thirds of the shares entitled
to vote generally in the election of directors;
</TD>
</TR>
</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A requirement that shareholders may call a meeting of shareholders on a proposed
issue or issues only up the receipt by us from the holders of 50% of all shares
entitled to vote on the proposed issue or issues of signed and dated written demands
for the meeting describing the purpose for which it is to be held; and</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A requirement that a shareholder wishing to submit proposals for a shareholder vote
or nominate directors for election comply with certain procedures, including advanced
notice requirements.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation provide that, subject to the rights of any holders of our
preferred stock to act by written consent instead of a meeting, shareholder action may be taken
only at an annual meeting or special meeting of the shareholders and may not be taken by written
consent. The Articles of Incorporation also include provisions that make it difficult to replace
directors. Specifically, directors may be removed only for cause and only upon the affirmative vote
at a meeting duly called and held for that purpose upon not less than 30&nbsp;days&#146; prior written notice
of two-thirds of the shares entitled to vote generally in the election of directors. In addition,
any vacancies on the board of directors for any reason, and any newly created directorships
resulting from any increase in the number of directors, may be filled only by the board of
directors (except if no directors remain on the board, in which case the shareholders may act to
fill the vacant board).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that the power of our board of directors to issue additional authorized but
unissued shares of our common stock or preferred stock without further action by our shareholders,
unless required by applicable law or the rules of any stock exchange or automated quotation system
on which our securities may be listed or traded, will provide us with increased flexibility in
structuring possible future financings and acquisitions and in meeting other needs that might
arise. Our board of directors could authorize and issue a class or series of stock that could,
depending upon the terms of such class or series, delay, defer or prevent a transaction or a change
in control of us that might involve a premium price for holders of our common stock or that our
shareholders otherwise consider to be in their best interest.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares covered by this prospectus may be offered and sold from time to time by the selling
stockholders. The term &#147;selling stockholders&#148; includes donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this prospectus from the selling
stockholders as a gift, pledge, partnership distribution or other non-sale related transfer. The
selling stockholders will act independently of us in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and under terms then prevailing or at prices
related to the then current market price or in negotiated transactions. The selling stockholders
may sell shares by one or more of, or a combination of, the following methods:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by such broker-dealer for its
own account pursuant to this prospectus;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits
purchasers;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker-dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an over-the-counter distribution in accordance with the rules of the NASDAQ Stock
Market;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>options transactions or through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>covering short sales made after the date that this registration statement is
declared effective by the SEC;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a combination of any such methods of sale; and</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other method permitted pursuant to the applicable law.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any shares that qualify for sale pursuant to Rule&nbsp;144 may be sold under Rule&nbsp;144
rather than pursuant to this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In connection with distributions of the shares or
otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the course of hedging the
positions they assume with the selling stockholders. The selling stockholders may also sell the
common stock short and redeliver the shares to close out such short positions. The selling
stockholders may also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). The selling stockholders may also pledge shares to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or other financial institution, may
effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange
for other broker-dealers to participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the selling stockholders in amounts to be negotiated immediately
prior to the sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In offering the shares covered by this prospectus, the selling stockholders and any
broker-dealers who execute sales for the selling stockholders may be deemed to be &#147;underwriters&#148;
within the meaning of the Securities
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 34 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Act in connection with such sales. Any profits realized by the selling stockholders and the
compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with the securities laws of certain states, if applicable, the shares must
be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition,
in certain states the shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is
available and is complied with.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the selling stockholders that the anti-manipulation rules of Regulation&nbsp;M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and its affiliates. In addition, we will make copies of this prospectus
available to the selling stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time a particular offer of shares is made, if required, a prospectus supplement will be
distributed that will set forth the number of shares being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling price to the
public.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to indemnify the selling stockholders against certain liabilities, including
certain liabilities under the Securities Act.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 35 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the common stock will be passed upon for us by Crary, Buchanan, Bowdish,
Bovie, Beres, Elder &#038; Williamson, Chartered. We have also been represented by Jones Day.
</DIV>
<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Seacoast Banking Corporation of Florida as of
December&nbsp;31, 2009 and 2008, and for each of the years in the three-year period ended December&nbsp;31,
2009, and management&#146;s assessment of the effectiveness of internal control over financial reporting
as of December&nbsp;31, 2009 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->- 36 -<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION NOT REQUIRED IN PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;13. </B><B><I>Other Expenses of Issuance and Distribution</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth the fees and expenses payable in connection with the
registration of the securities being registered hereby. All amounts are estimates except the SEC
registration fee.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" colspan="2">Amount to</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" colspan="2" style="border-bottom: 1px solid #000000">be Paid</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">SEC Registration Fee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">4,290.30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Legal Fees and Expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000.00</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accounting Fees and Expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,750.00</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Miscellaneous Expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000.00</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">68,040.30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;14. </B><B><I>Indemnification of Directors and Officers</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Florida Act permits, under certain circumstances, the indemnification of any person with
respect to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which such person was or is a party or is threatened
to be made a party, by reason of his or her being an officer, director, employee or agent of the
corporation, or is or was serving at the request of, such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including appeals thereof; provided,
however, that the officer, director, employee or agent acted in good faith and in a manner that he
or she reasonably believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any such third-party action by judgment, order,
settlement, or conviction or upon a plea of <I>nolo contendere </I>or its equivalent does not, of itself,
create a presumption that the person (i)&nbsp;did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation or (ii)&nbsp;with
respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the case of proceedings by or in the right of the corporation, the Florida Act permits for
indemnification of any person by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of, such corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability incurred in connection with such proceeding, including appeals
thereof; <I>provided, however</I>, that the officer, director, employee or agent acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification is made where such person is adjudged liable,
unless a court of competent jurisdiction determines that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that such person is successful on the merits or otherwise in defending against
any such proceeding, the Florida Act provides that he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also, under the Florida Act, expenses incurred by an officer or director in defending a civil
or criminal proceeding may be paid by the corporation in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
amount if he or she is ultimately found not to be entitled to indemnification by the corporation
pursuant to this section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our amended and restated bylaws contain indemnification provisions similar to the Florida Act,
and further provide that we may purchase and maintain insurance on behalf of our directors,
officers, employees and agents in their capacities as such, or serving at the request of us,
against any liabilities asserted against such persons whether or not we would have the power to
indemnify such persons against such liability under our amended and restated bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to our directors and officers, or to persons controlling us, pursuant to our amended and restated
bylaws or the Florida Act, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the authority granted to us by the Florida Act to indemnify our directors,
certain other provisions of the Florida Act have the effect of further limiting the personal
liability of our directors. Pursuant to the Florida Act, a director of a Florida corporation cannot
be held personally liable for monetary damages to the corporation or any other person for any act
or failure to act regarding corporate management or policy except in the case of certain qualifying
breaches of the director&#146;s duties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have purchased certain liability insurance for our officers and directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;15. </B><B><I>Recent Sales of Unregistered Securities</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;19, 2008, we entered into a purchase agreement with the United States Department
of the Treasury, pursuant to which we agreed to issue and sell (i)&nbsp;2,000 shares of our Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;A, par value $0.10 per share and (ii)&nbsp;a warrant to
purchase 1,179,245 shares of our common stock, par value $0.10 per share, for an aggregate purchase
price of $50,000,000 in cash. These securities were sold in a transaction exempt from the
registration requirements of the Securities Act in reliance on Section (4)(2) of the Securities
Act. The purchaser in such transaction was an &#147;accredited investor&#148; within the meaning of Rule&nbsp;501
of Regulation&nbsp;D promulgated under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;17, 2009, we sold 6,000,000 shares of our common stock to CapGen Capital Group III
LP, or CapGen, pursuant to a Stock Purchase Agreement, dated as of October&nbsp;23, 2009, between us and
CapGen. We received total gross proceeds of $13.5&nbsp;million from the sale. These securities were
sold in a transaction exempt from the registration requirements of the Securities Act in reliance
on Section (4)(2) of the Securities Act. The purchaser in such transaction was an &#147;accredited
investor&#148; within the meaning of Rule&nbsp;501 of Regulation&nbsp;D promulgated under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;9, 2010, we entered into an Investment Agreement, dated as of April&nbsp;8, 2010, with
certain investors for the purchase of $50&nbsp;million of our Series&nbsp;B Mandatorily Convertible
Noncumulative Nonvoting Preferred Stock, or Series&nbsp;B Preferred Stock. The Series&nbsp;B Preferred
Stock was sold in a transaction exempt from the registration requirements of the Securities Act in
reliance on Section (4)(2) of the Securities Act. The purchasers in such transaction were
&#147;accredited investors&#148; within the meaning of Rule&nbsp;501 of Regulation&nbsp;D promulgated under the
Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;16. </B><B><I>Exhibits and Financial Statement Schedules</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Exhibits
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Description</B></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Articles of Incorporation<br>
Incorporated herein by reference from the Company&#146;s Quarterly Report of Form&nbsp;10-Q, filed on  May&nbsp;10, 2006.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated By-laws of the Corporation <br>
Incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;21, 2007.</TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Amendment to the Amended and Restated Articles of Incorporation
</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;23,
2008.</TD>
</TR>


<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Amendment to the Amended and Restated Articles of Incorporation <br>
Incorporated herein by reference to the Company&#146;s Registration Statement on Form&nbsp;S-1,
filed on  June&nbsp;22, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.5</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Amendment to the Amended and Restated Articles of Incorporation <br>
Incorporated herein by reference to the Company&#146;s Form&nbsp;8-K, filed on  July&nbsp;20, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.6</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Amendment to the Amended and Restated Articles of Incorporation <br>
Incorporated herein by reference to the Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;3, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.7</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Amendment to the Amended and Restated Articles of Incorporation <br>
Incorporated herein by reference to the Company&#146;s Form&nbsp;8-K, filed on  April&nbsp;13, 2010.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock Certificate <br>
 Incorporated herein by reference from the Company&#146;s Form&nbsp;10-K, filed on  March&nbsp;28, 2003.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Junior Subordinated Indenture <br>
Dated as of March&nbsp;31, 2005, between the Company and Wilmington Trust Company, as
Trustee (including the form of the Floating Rate Junior Subordinated Note, which
appears in Section&nbsp;2.1 thereof), incorporated herein by reference from the Company&#146;s
Form&nbsp;8-K, filed on  April&nbsp;5, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guarantee Agreement <br>
Dated as of March&nbsp;31, 2005 between the Company, as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee, incorporated herein by reference from the Company&#146;s
Form&nbsp;8-K, filed on  April&nbsp;5, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Trust Agreement <br>
Dated as of March&nbsp;31, 2005, among the Company, as Depositor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee and the
Administrative Trustees named therein, as Administrative Trustees (including exhibits
containing the related forms of the SBCF Capital Trust I Common Securities
Certificate and the Preferred Securities Certificate), incorporated herein by
reference from the Company&#146;s Form&nbsp;8-K, filed on  April&nbsp;5, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture <br>
Dated as of December&nbsp;16, 2005, between the Company and U.S. Bank National
Association, as Trustee (including the form of the Junior Subordinated Debt Security,
which appears as Exhibit&nbsp;A to the Indenture), incorporated herein by reference from
the Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;21, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guarantee Agreement <br>
Dated as of December&nbsp;16, 2005, between the Company, as Guarantor, and U.S. Bank
National Association, as Guarantee Trustee, incorporated herein by reference from the
Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;21, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Declaration of Trust <br>
Dated as of December&nbsp;16, 2005, among the Company, as Sponsor, Dennis S. Hudson, III
and William R. Hahl, as Administrators, and U.S. Bank National Association, as
Institutional Trustee (including exhibits containing the related forms of the SBCF
Statutory Trust II Common Securities Certificate and the Capital Securities
Certificate), incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on  December&nbsp;21, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture <br>
Dated June&nbsp;29, 2007, between the Company and LaSalle Bank National Association, as Trustee (including the
form of the Junior Subordinated Debt Security, which appears as Exhibit&nbsp;A to the
Indenture), incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on July
3, 2007.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guarantee Agreement <br>
Dated June&nbsp;29, 2007, between the Company, as Guarantor, and LaSalle Bank  National Association, as
Guarantee, incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on July
3, 2007.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Declaration of Trust <br>
Dated June&nbsp;29, 2007, among the Company, as Sponsor, Dennis S. Hudson, III and William
R. Hahl, as Administrators, and LaSalle Bank National Association, as Institutional Trustee (including
exhibits containing</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">the related forms of the SBCF Statutory Trust III Common
Securities Certificate and the Capital Securities Certificate), incorporated herein
by reference from the Company&#146;s Form&nbsp;8-K, filed on
July&nbsp;3, 2007.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Trust Agreement of SBCF Capital Trust IV <br>
Dated May&nbsp;16, 2008, among the Company, as Depositor and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (including exhibits containing the related
forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture,
Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital
Trust IV), incorporated herein by reference from the Company&#146;s
Form&nbsp;S-3, filed on May
23, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Trust Agreement of SBCF Capital Trust V <br>
Dated May&nbsp;16, 2008, among the Company, as Depositor and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (including exhibits containing the related
forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture,
Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital
Trust V), incorporated herein by reference from the Company&#146;s Form&nbsp;S-3, filed on May&nbsp;23,
2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.13
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Preferred Stock Certificate <br>
Incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December&nbsp;23, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.14
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant for Purchase of Shares of Common Stock <br>
Incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December&nbsp;23, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Purchase Agreement <br>
Dated October&nbsp;23, 2009, among the Company and CapGen Capital Group III, L.P., a
Delaware banking corporation, incorporated herein by reference from the Company&#146;s
Form&nbsp;8-K, filed on October&nbsp;29, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement <br>
Dated October&nbsp;23, 2009, among the Company and CapGen Capital Group III, L.P., a
Delaware banking corporation, incorporated herein by reference from the Company&#146;s
Form&nbsp;8-K, filed on October&nbsp;29, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement <br>
Dated as of April&nbsp;8, 2010, among the Company and the investors named on the signature
pages thereto, incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on
April&nbsp;13, 2010.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Crary, Buchanan, Bowdish, Bovie, Beres, Elder &#038; Williamson, Chartered*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Retirement Savings Plan, with Amendments <br>
Incorporated herein by reference from the Company&#146;s Annual Report on Form&nbsp;10-K, filed on
March&nbsp;28, 2003.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Employee Stock Purchase Plan <br>
Incorporated by reference to Exhibit&nbsp;A to the Company&#146;s Definitive Proxy Statement on
Schedule&nbsp;14A, filed with the Commission on April&nbsp;27, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Employment Agreement<br>
Dated January&nbsp;18, 1994 between Dennis S. Hudson, III and the Bank, incorporated
herein by reference from the Company&#146;s Annual Report on
Form&nbsp;10-K, filed on March&nbsp;28,
1995.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Employment Agreement<br>
Dated January&nbsp;2, 2007 between Harry R. Holland, III and the Bank, incorporated herein
by reference from the Company&#146;s Form&nbsp;8-K, filed on
January&nbsp;3, 2007.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1996 Long Term Incentive Plan<br>
Incorporated herein by reference from the Company&#146;s Registration Statement on Form
S-8 File No.&nbsp;333-91859, filed on  December&nbsp;1, 1999.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2000 Long Term Incentive Plan as Amended<br>
Incorporated herein by reference from the Company&#146;s Registration Statement on Form
S-8 File No.&nbsp;333-49972, filed on  November&nbsp;15, 2000.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Deferred Compensation Plan<br>
Incorporated herein by reference from the Company&#146;s Annual
Report on Form&nbsp;10-K, filed on
March&nbsp;30, 2001.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change of Control Employment Agreement</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>




<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated December&nbsp;24, 2003 between Dennis S. Hudson, III and the Registrant,
incorporated herein by reference from the Company&#146;s
Form&nbsp;8-K, filed on December&nbsp;29,
2003.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change of Control Employment Agreement<br>
Dated December&nbsp;24, 2003 between William R. Hahl and the Company, incorporated herein
by reference from the Company&#146;s Form&nbsp;8-K, filed on
December&nbsp;29, 2003.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change of Control Employment Agreement<br>
Dated July&nbsp;18, 2006 between Richard A. Yanke and the Registrant, incorporated herein
by reference from the Company&#146;s Annual Report on Form&nbsp;10-K, filed on March&nbsp;15, 2007.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Directors Deferred Compensation Plan<br>
Dated June&nbsp;15, 2004, but effective July&nbsp;1, 2004, incorporated herein by reference
from the Company&#146;s Annual Report on Form&nbsp;10-K, filed on March&nbsp;17, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Employment Agreement<br>
Dated March&nbsp;26, 2008 between O. Jean Strickland and the Bank and Company,
incorporated herein by reference from the Company&#146;s Annual Report on Form&nbsp;8-K, filed on
March&nbsp;26, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.13
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2008 Long-Term Incentive Plan<br>
Incorporated herein by reference from the Company&#146;s Proxy Statement on Form&nbsp;DEF 14A
as Exhibit&nbsp;A, filed on  March&nbsp;18, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.14
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter Agreement<br>
Dated December&nbsp;19, 2008, between the Company and the United States Department of the
Treasury incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December
23, 2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Formal Agreement <br>
Dated December&nbsp;16, 2008, between the Company and the Office of the Comptroller of the
Currency incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December
23, 2008;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Waiver of Senior Executive Officers<br>
Dated December&nbsp;19, 2008, issued to the United Stated Department of the Treasury
incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December&nbsp;23,
2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Senior Executive Officers<br>
Dated December&nbsp;19, 2008, issued to the United States Department of the Treasury
incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on December&nbsp;23,
2008.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.18
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of 409A Amendment to Employment Agreements with Dennis S. Hudson, III, William
R. Hahl, A. Douglas Gilbert, O. Jean Strickland and H. Russell Holland, III<br>
Incorporated herein by reference from the Company&#146;s Form&nbsp;8-K, filed on January&nbsp;5, 2009.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.19
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Long-Term Restricted Stock
Award Agreement between Seacoast Banking Corporation of Florida and
Dennis S. <font style="white-space: nowrap">Hudson, III</font> <BR>Incorporated herein by reference to the Company&#146;s
Form 8-K, filed on March 24, 2010.

</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.20
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement Waiver of
Dennis S. Hudson, III<BR>
 Incorporated herein by reference to the
Company&#146;s Form 8-K, filed on March 24, 2010.

</TD>
</TR>

<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">21.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Subsidiaries of the Registrant</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Crary, Buchanan, Bowdish, Bovie, Beres, Elder &#038; Williamson, Chartered
(included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt">* &nbsp;&nbsp;To be filed by amendment.</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-5<!-- /Folio -->
</DIV>



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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;17. </B><B><I>Undertakings</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The undersigned registrant hereby undertakes:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule&nbsp;424;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The undersigned registrant hereby undertakes that:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule&nbsp;430A and contained in a form of prospectus filed by the
registrant pursuant to Rule&nbsp;424(b)(1) or (4)&nbsp;or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared effective.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-7<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Stuart, State of Florida, on May&nbsp;24, 2010.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>SEACOAST BANKING CORPORATION OF FLORIDA</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Dennis S. Hudson, III
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Dennis S. Hudson, III&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chairman of the Board and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWERS OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being a director of Seacoast
Banking Corporation of Florida, a Florida corporation (the &#147;Company&#148;), constitutes and appoints
each of Dennis S. Hudson, III, O. Jean Strickland and William R. Hahl, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this registration statement on Form S-1,
and to file the same, therewith, with the Securities and Exchange Commission, and to make any and
all state securities law filings, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in about
the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying the confirming all that said attorney-in-fact and agent, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on May&nbsp;24, 2010.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
</TR>



<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Dennis S. Hudson, III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Dennis S. Hudson, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman and Chief Executive Officer
(Principal Executive Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William R. Hahl
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William R. Hahl
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen E. Bohner
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Stephen E. Bohner
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John H. Crane
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John H. Crane
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-8<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
</TR>


<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ H. Gilbert Culbreth, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
H. Gilbert Culbreth, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ A. Douglas Gilbert
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
A. Douglas Gilbert
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert B. Goldstein
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert B. Goldstein
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Dennis S. Hudson Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Dennis S. Hudson Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas E. Rossin
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Thomas E. Rossin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas H. Thurlow, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Thomas H. Thurlow, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Edwin E. Walpole III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Edwin E. Walpole III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->II-9<!-- /Folio -->
</DIV>



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sv1
Table of Contents
As filed with the Securities and Exchange Commission on May 24, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Seacoast Banking Corporation of Florida
(Exact name of registrant as specified in its charter)
Florida
6022
59-2260678
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
Dennis S. Hudson, III
Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
Ralph F. MacDonald III, Esq.
Jones Day
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309
(404) 581-3939
Approximate date of commencement of proposed sale to the public: From time to time  after
the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box
þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
þ
(Do not check if a smaller reporting company)
Smaller reporting company
o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Aggregate Offering
Aggregate Offering
Amount of
Securities to be Registered
Registered (1)
Price per Share (2)
Price (2)
Registration Fee
Common Stock, par value $0.10 per share
34,482,758
$1.745
$60,172,412.71
$4,290.30
(1)
Represents shares offered by the selling stockholders. Includes (i) 34,482,758 shares

issuable upon conversion of Seacoast Banking Corporation of Florida's
Series B Mandatorily Convertible
Noncumulative Nonvoting Preferred Stock held
by the selling stockholders and (ii) an indeterminable number of additional shares of common stock,
pursuant to Rule 416 under the Securities Act of 1933, as amended, that may be issued to prevent
dilution from stock splits, stock dividends or similar transactions that could affect the shares to
be offered by the selling stockholders.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate
offering price are based on the average of the high and low prices of the registrant's common stock
on May 20, 2010, as quoted on the NASDAQ Global Select Market.
The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with
Section 8(a)
of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section
8(a)
, may
determine.
Table of Contents
The information in this prospectus is not complete and may be changed. These securities may not
be sold until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 24, 2010
PROSPECTUS
34,482,758 Shares of Common Stock
This prospectus relates to the resale of 34,482,758 shares of our common stock, which we
refer to as the conversion shares, issuable upon the conversion of shares of our Series B
Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, or Series B Preferred Stock,
previously issued by Seacoast Banking Corporation of Florida to the selling stockholders identified
in this prospectus in connection with a private placement completed on April 9, 2010.
We will not receive any of the proceeds from the sale of the conversion shares. We have and
will continue to bear the costs relating to the registration of the conversion shares.
The selling stockholders identified in this prospectus, or their pledgees, donees, transferees
or other successors-in-interest, may offer the conversion shares from time to time through public
or private transactions at prevailing market prices, at prices related to prevailing market prices
or at privately negotiated prices.
Our common stock is traded on the NASDAQ Global Select Market under the symbol "SBCF." On May
21, 2010, the closing sale price of our common stock on the NASDAQ Global Select Market was
$1.93 per share. You are urged to obtain current market quotations for the common stock.
Investment in our common stock involves risks. See "Risk Factors" beginning on page 6 of
this prospectus.
Our shares of common stock are unsecured and are not deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is               , 2010
Table Of Contents
Page
Special Cautionary Notice Regarding Forward-Looking Statements
ii
Where You Can Find More Information
iv
Incorporation by Reference
iv
Prospectus Summary
1
Risk Factors
6
Use of Proceeds
18
Price Range of Common Stock
19
Dividend Policy
20
Selling Stockholders
21
Description of Capital Stock
22
Anti-Takeover Effects of Certain Articles of Incorporation Provisions
32
Plan of Distribution
34
Legal Matters
36
Experts
36
EX-21.1
EX-23.1
i
Table of Contents
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements made herein or incorporated by reference under the captions
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk
Factors" and elsewhere are "forward-looking statements" within the meaning and protections of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking
statements. You should not expect us to update any forward-looking statements.
All statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements through our use of
words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe,"
"contemplate," "expect," "estimate," "continue," "further," "plan," "point to," "project," "could,"
"intend," "target" and other similar words and expressions of the future. These forward-looking
statements may not be realized due to a variety of factors, including, without limitation:
•
the effects of future economic, business and market conditions and changes, domestic
and foreign, including seasonality;
•
governmental monetary and fiscal policies;
•
legislative and regulatory changes, including changes in banking, securities and tax
laws, regulations and policies and their application by our regulators, and changes in
the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and
other coverage;
•
changes in accounting policies, rules and practices;
•
the risks of changes in interest rates on the levels, composition and costs of
deposits, loan demand, and the values and liquidity of loan collateral, securities, and
interest sensitive assets and liabilities;
•
changes in borrower credit risks and payment behaviors;
•
changes in the availability and cost of credit and capital in the financial markets;
•
changes in the prices, values and sales volumes of residential and commercial real
estate;
•
the effects of competition from a wide variety of local, regional, national and
other providers of financial, investment and insurance services;
•
the failure of assumptions and estimates underlying the establishment of reserves
for possible loan losses and other estimates;
•
the risks of mergers, acquisitions and divestitures, including, without limitation,
the related time and costs of implementing such transactions, integrating operations as
part of these transactions and possible failures to achieve expected gains, revenue
growth and/or expense savings from such transactions;
•
changes in technology or products that may be more difficult, costly, or less
effective than anticipated;
ii
Table of Contents
•
the effects of war or other conflicts, acts of terrorism or other catastrophic
events that may affect general economic conditions;
•
the failure of assumptions and estimates, as well as differences in, and changes to,
economic, market and credit conditions, including changes in borrowers' credit risks
and payment behaviors from those used in our loan portfolio stress test;
•
the risks that our deferred tax assets could be reduced if estimates of future
taxable income from our operations and tax planning strategies are less than currently
estimated, and sales of our capital stock could trigger a reduction in the amount of
net operating loss carryforwards that we may be able to utilize for income tax
purposes; and
•
other factors and risks described under "Risk Factors" herein.
All written or oral forward-looking statements that are made by us or are attributable to us
are expressly qualified in their entirety by this cautionary notice. We have no obligation and do
not undertake to update, revise or correct any of the forward-looking statements after the date of
this prospectus, or after the respective dates on which such statements otherwise are made.
iii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other information with
the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at
www.sec.gov and on the investor relations page of our website at www.seacoastbanking.net.
Information on our web site is not part of this prospectus. You may also read and copy any document
we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C.
20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC like us.
Our SEC filings are also available to the public from the SEC's website at http://www.sec.gov.
This prospectus omits some information contained in the registration statement in accordance
with SEC rules and regulations. You should review the information and exhibits included in the
registration statement for further information about us and the securities we are offering.
Statements in this prospectus concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are
qualified by reference to these filings. You should review the complete document to evaluate these
statements.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with it, which means that
we can disclose important information to you by referring you to other documents. The information
incorporated by reference is considered to be a part of this prospectus. Information contained in
this prospectus supersedes information incorporated by reference that we have filed with the SEC
prior to the date of this prospectus.
We incorporate by reference the following documents listed below, except to the extent that
any information contained in such filings is deemed "furnished" in accordance with SEC rules:
•
Our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, filed
with the SEC on May 18, 2010;
•
Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 20,
2010;
•
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010,
filed with the SEC on May 13, 2010; and
•
Our Current Reports on Form 8-K filed with the SEC on February 1, 2010, March 24,
2010, April 13, 2010 and  April 21, 2010.
These documents contain important information about us, our business and our financial
condition. You may request a copy of these filings, at no cost, by writing or telephoning us at:
Seacoast Banking Corporation of Florida
P.O. Box 9012
Stuart, Florida 34995
Telephone: (772) 287-4000
Facsimile: (772) 288-6012
We maintain an Internet website at www.seacoastbanking.com where the incorporated reports
listed above can be accessed. Neither this website nor the information on this website is included
or incorporated in, or is a part of, this prospectus.
Unless otherwise stated, all references to "us," "our," "Seacoast," "we," "the Company," and
similar designations refer to Seacoast Banking Corporation of Florida. Our logo, trademarks and
service marks are the property of Seacoast.
iv
Table of Contents
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in, or
incorporated by reference into, this prospectus and may not contain
all of the information that may be important to you. You should read this entire prospectus and
the documents incorporated by reference
carefully, including the information set forth in "Risk Factors" before making an investment
decision.
Seacoast Banking Corporation of Florida
General
We are a bank holding company registered under the Bank Holding Company Act of 1956, as
amended, or the BHC Act, and our principal subsidiary is Seacoast National Bank, or Seacoast
National. Seacoast National commenced its operations in 1933, and operated prior to 2006 as "First
National Bank & Trust Company of the Treasure Coast."
We and our subsidiaries offer a full array of deposit accounts and retail banking services,
engage in consumer and commercial lending and provide a wide variety of trust and asset management
services, as well as securities and annuity products. Seacoast National had 40 banking offices in
13 counties in Florida at year-end 2009.
We have 24 branches in the "Treasure Coast," including the counties of Martin, St. Lucie and
Indian River on Florida's southeastern coast. In April 2005, we acquired a bank in Orlando,
Florida. In April 2006, we acquired a bank with nine offices in seven counties, including DeSoto,
Glades, Hardee, Hendry, Highlands, Okeechobee, and St. Lucie counties. De novo banking offices
were opened in Palm Beach County in May 2006, Brevard County in February 2007 and April 2008,
Broward County in October 2007, and St. Lucie County in March 2008. Seacoast National closed its
Port St. Lucie Wal-Mart location in St. Lucie County in December 2007 and its operations were
relocated to a nearby full-service branch, its Ft. Pierce Wal-Mart location in St. Lucie County in
February 2008, and its Mariner Square and Juno Beach locations in Martin and Palm Beach County,
respectively, in March 2008, and their operations moved to newer branches. More recently, Seacoast
National closed its Ft. Lauderdale location in Broward County in December 2009 and its Northlake
Blvd. location in Palm Beach County in June 2009. Our Ft. Pierce and Rivergate locations in St.
Lucie County and Wedgewood location in Martin County were relocated to newly constructed buildings
in close proximity to their original sites in June 2008, October 2008 and January 2009,
respectively. We operate banking offices in the following locations:
•
four in Stuart,
•
two in Palm City,
•
two in Jensen Beach,
•
one on Hutchinson Island,
•
one in Hobe Sound,
•
six in Vero Beach,
•
two in Sebastian,
•
five in Port St. Lucie,
•
one in Ft. Pierce,
•
three in northern Palm Beach County,
•
three in Orlando,
- 1 -
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•
two in Okeechobee,
•
one in Arcadia,
•
one in Moore Haven,
•
one in Wauchula,
•
one in Clewiston,
•
one in Labelle,
•
one in Lake Placid, and
•
two in Viera.
Loan production offices for our Seacoast Marine Finance Division, described in more detail
below, are located in Ft. Lauderdale, Florida and Alameda and Newport Beach, California.
Most of our banking offices have one or more automated teller machines, or ATMs, providing
customers with 24-hour access to their deposit accounts. We are a member of the "Star System," the
largest electronic funds transfer organization in the United States, which permits banking
customers access to their accounts at 2.2 million participating ATM and retail locations throughout
the United States.
Seacoast National's "MoneyPhone" system allows customers to access information on their loan
or deposit account balances, to transfer funds between linked accounts, to make loan payments, and
to verify deposits or checks that may have cleared. This service is available 24 hours a day,
seven days a week.
In addition, customers may access information via Seacoast National's Customer Service Center,
or CSC. From 7 A.M. to 7 P.M., EST Monday through Friday, and on Saturdays from 9 A.M. to 4 P.M.,
our CSC staff is available to open accounts, take applications for certain types of loans, resolve
account issues and offer information on other bank products and services to existing and potential
customers.
We also offer Internet banking. Our Internet service allows customers to access transactional
information on their deposit accounts, review loan and deposit balances, transfer funds between
linked accounts and make loan payments from a deposit account, 24 hours a day, seven days a week.
We have operated an office of Seacoast Marine Finance Division, a division of Seacoast
National, in Ft. Lauderdale, Florida since February 2000. Seacoast Marine is staffed with
experienced marine lending professionals with a marketing emphasis on marine loans of $200,000 and
greater, with the majority of loan production sold to correspondent banks on a non-recourse basis.
In November 2002, the Seacoast Marine Finance Division added offices and personnel in California to
serve the western markets.
We have five indirect, wholly-owned subsidiaries:
•
FNB Brokerage Services, Inc., or FNB Brokerage, which provides brokerage and annuity
services;
•
FNB Insurance Services, Inc., or FNB Insurance, an inactive subsidiary, which was
formed to provide insurance agency services;
•
South Branch Building, Inc., which is a general partner in a partnership that
constructed a branch facility of Seacoast National;
- 2 -
Table of Contents
•
TCoast Holdings, LLC, which was formed to own and operate certain properties
acquired through foreclosure;
•
BR West, LLC, which was formed in 2008 to hold foreclosed real estate, but which was
inactive at year-end 2009.
We directly own all the common equity in five statutory trusts:
•
SBCF Capital Trust I, formed on March 31, 2005 for the purpose of issuing $20
million in trust preferred securities;
•
SBCF Statutory Trust II, formed on December 16, 2005, also for the purpose of
issuing $20 million in trust preferred securities;
•
SBCF Statutory Trust III, formed on June 29, 2007, for the purpose of issuing $12
million in trust preferred securities; and
•
SBCF Statutory Trusts IV and V, formed on May 16, 2008 for the purpose of issuing
additional preferred securities in the future. These have been inactive since their
formation.
FNB Property Holdings, Inc., a Delaware holding company, whose primary asset was an investment
in FNB RE Services, Inc., was dissolved on June 1, 2009; and FNB RE Services, Inc., a real estate
investment trust that held mortgage loans originated by Seacoast National, also was dissolved, at
the end of May 2009.
In addition, Big O RV, Inc., also formed to own and operate certain properties acquired
through foreclosure, was reactivated during 2008. It owned one asset that it sold in the fourth
quarter of 2008, and was dissolved at the end of 2008.
With the exception of FNB Property Holdings, Inc. and FNB RE Services, Inc. (before
dissolution), the operations of each of these direct and indirect subsidiaries represented less
than 10% of our consolidated assets and contributed less than 10% of our consolidated revenues.
As a bank holding company, we are a legal entity separate and distinct from our subsidiaries,
including Seacoast National. We coordinate the financial resources of the consolidated enterprise
and maintain financial, operational and administrative systems that allow centralized evaluation of
subsidiary operations and coordination of selected policies and activities. Our operating revenues
and net income are derived primarily from Seacoast National through dividends and fees for services
performed.
As of March 31, 2010, we had total consolidated assets of approximately $2,120.0 million,
total deposits of approximately $1,759.4 million, total consolidated liabilities, including
deposits, of approximately $1968.8 million and consolidated shareholders' equity of approximately
$151.2 million.
Recent Developments
On April 9, 2010, we entered into an Investment Agreement, dated as of April 8, 2010, with
certain investors for the purchase of $50 million of our Series B Preferred Stock. The Series B Preferred Stock
was sold in a transaction exempt from the registration requirements of the Securities Act in
reliance on Section (4)(2) of the Securities Act. The purchasers in such transaction were
"accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act.
- 3 -
Table of Contents
We are seeking shareholder approval, at our annual shareholders' meeting, which is scheduled
for June 22, 2010 to:
•
amend our Amended and Restated Articles of Incorporation to increase the number
of authorized shares of common stock to permit the conversion in full of the
Series B Preferred Stock and provide available authorized but unissued shares for
general corporate purposes; and
•
approve the issuance of our common stock upon conversion of the
Series B Preferred Stock for purposes of NASDAQ Stock Market Rule 5635.
We refer to these approvals as the shareholder approvals. The Series B Preferred Stock
will automatically convert into shares of our common stock following receipt of the shareholder
approvals.
Corporate Information
Our principal offices are located at 815 Colorado Avenue, Stuart, Florida 34994, and the
telephone number at that address is (772) 287-4000. We and our subsidiary Seacoast National
maintain Internet websites at
www.seacoastbanking.com
and
www.seacoastnational.com
,
respectively. We are not incorporating the information on our or Seacoast National's website into
this prospectus, and none of these websites nor the information appearing on these websites is
included or incorporated in, or is a part of, this prospectus.
- 4 -
Table of Contents
The Offering
Common stock being offered by selling stockholders
Up to 34,482,758 shares.
Selling Stockholders
See "Selling Stockholders" beginning on page 22.
Common stock outstanding
93,396,480 shares as of the date of this prospectus.
(1)
Use of proceeds
We will not receive any proceeds from the sale of shares by the selling stockholders.
NASDAQ Global Select Market Symbol
SBCF
Risk Factors
Before investing, you should carefully consider the information
set forth under "Risk Factors," beginning on page 6, for a
discussion of the risks related to an investment in our common
stock.
(1)
Includes 34,482,758 shares of common stock issuable upon conversion of the Series B Preferred
Stock but does not include 589,623 shares of common stock issuable upon exercise of the
warrant held by Treasury or 558,000 shares reserved for issuance upon exercise of stock
options with a weighted-average exercise price of $21.21, which have been granted and remained
outstanding as of March 31, 2010. See "Description of Capital Stock."
- 5 -
Table of Contents
RISK FACTORS
Any of the following risks could harm our business, results of operations and financial
condition and an investment in our common stock. The risks discussed below also include
forward-looking statements, and our actual results may differ substantially from those discussed in
these risk factors
.
Risks Related to Our Business
There can be no assurance that recent or future legislation and administrative actions authorizing
the U.S. government to take direct actions within the financial services industry will help
stabilize the U.S. financial system or how such actions will impact us.
Numerous actions have been taken by the U.S. Congress, the Board of Governors of the Federal
Reserve System, or the Federal Reserve, the U.S. Department of the Treasury, or the Treasury, the
FDIC, the SEC and others to address the liquidity and credit crisis that followed the sub-prime
mortgage crisis that commenced in 2007. These actions include the Financial Stability Program
adopted by the Treasury, the Emergency Economic Stabilization Act of 2008, or EESA, which was
enacted on October 3, 2008 and the American Recovery and Reinvestment Act of 2009, or ARRA, which
was enacted on February 17, 2009. Additional regulatory reform measures have also been proposed and
are currently under consideration by Congress, the Executive branch and the various regulatory
authorities.
We cannot predict the continued effects of EESA, the ARRA, any new proposed regulatory reform
measures that become law and various other governmental, regulatory, monetary and fiscal
initiatives which have been and may be proposed or adopted on the economy, the financial markets,
on us and on Seacoast National. The terms and costs of these measures, or the failure of these
actions to help stabilize the financial markets, asset prices, market liquidity and a continuation
or worsening of current financial market and economic conditions could materially and adversely
affect our business, financial condition, results of operations, and the trading prices of our
securities. In addition, a number of the programs enacted in 2008 and 2009 are in the process of
winding down and the effects of the wind-down on us and Seacoast National can not be predicted.
Difficult market conditions have adversely affected and may continue to affect our industry.
We are exposed to downturns in the U.S. economy and particularly the local markets in which we
operate in Florida. Declines in the housing markets over the past two years, including falling home
prices and sales volumes, and increasing foreclosures, have negatively affected the credit
performance of mortgage loans and resulted in significant write-downs of asset values by financial
institutions, including government-sponsored entities and major commercial and investment banks, as
well as Seacoast National. These write-downs have caused many financial institutions to seek
additional capital, to merge with larger and stronger institutions and, in some cases, to fail.
Many lenders and institutional investors have reduced or ceased providing funding to borrowers,
including other financial institutions. This market turmoil and the tightening of credit have led
to increased levels of commercial and consumer delinquencies, lack of consumer confidence,
increased market volatility and reductions in business activity generally. The resulting economic
pressure on consumers and lack of confidence in the financial markets has adversely affected our
business, financial condition and results of operations. We do not expect that the difficult
conditions in the financial markets are likely to improve in the near future. A worsening of these
conditions would likely exacerbate the adverse effects of these difficult market conditions on us
and other financial institutions. In particular:
•
We expect to face increased regulation of our industry, including as a result of
proposed regulatory reform initiatives by the U.S. government. Compliance with such
regulations may increase our costs and limit our ability to pursue business
opportunities.
•
Market developments, government programs and the winding down of various government
programs may continue to adversely affect consumer confidence levels and may cause
adverse changes in borrower behaviors and payment rates, resulting in further increases
in delinquencies and default rates, which could affect our loan charge-offs and our
provisions for credit losses.
- 6 -
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•
Our ability to assess the creditworthiness of our customers or to estimate the
values of our assets and collateral for loans will be reduced if the models and
approaches we use become less predictive of future behaviors, valuations, assumptions
or estimates. We estimate losses inherent in our credit exposure, the adequacy of our
allowance for loan losses and the values of certain assets by using estimates based on
difficult, subjective, and complex judgments, including estimates as to the effects of
economic conditions and how these economic conditions might affect the ability of our
borrowers to repay their loans or the value of assets.
•
Our ability to borrow from other financial institutions on favorable terms or at
all, or to raise capital, could be adversely affected by further disruptions in the
capital markets or other events, including, among other things, deterioration in
investor expectations and changes in the FDIC's resolution authority or practices.
•
Failures of other depository institutions in our markets and increasing
consolidation of financial services companies as a result of current market conditions
could increase our deposits and assets, necessitating additional capital, and may have
unexpected adverse effects upon our ability to compete effectively.
We are not paying dividends on our preferred stock or common stock and are deferring distribution
on our trust preferred securities, and we are restricted in otherwise paying cash dividends on our
common stock. The failure to resume paying dividends on our preferred stock and trust preferred
securities may adversely affect us.
We historically paid cash dividends before we suspended dividend payments on our preferred and
common stock and distributions on our trust preferred securities on May 19, 2009, pursuant to the
request of the Federal Reserve, because, as a matter of policy, the Federal Reserve indicated that
bank holding companies should not pay dividends or make distributions on trust preferred securities
using funds from the Troubled Assets Relief Program, or TARP, Capital Purchase Program, or CPP.
There is no assurance that we will receive approval to resume paying cash dividends. Even if we are
allowed to resume paying dividends again by the Federal Reserve, future payment of cash dividends
on our common stock, if any, will be subject to the prior payment of all unpaid dividends and
deferred distributions on our Series A Preferred Stock and trust preferred securities and payment
of any current dividends on our Series B Preferred Stock, if then outstanding. Further, we need
prior Treasury approval to increase our quarterly cash dividends above $0.01 per common share
through the earliest of December 19, 2011, the date we redeem all shares of Series A Preferred
Stock or the Treasury has transferred all shares of Series A Preferred Stock to third parties. All
dividends are declared and paid at the discretion of our board of directors and are dependent upon
our liquidity, financial condition, results of operations, capital requirements and such other
factors as our board of directors may deem relevant.
Further, dividend payments on our Series A Preferred Stock and distributions on our trust
preferred securities are cumulative and therefore unpaid dividends and distributions will accrue
and compound on each subsequent dividend payment date. In the event of any liquidation, dissolution
or winding up of the affairs of our company, holders of the Series A Preferred Stock shall be
entitled to receive for each share of Series A Preferred Stock the liquidation amount plus the
amount of any accrued and unpaid dividends. If we miss six quarterly dividend payments on the
Series A Preferred Stock or three semi-annual dividend payments on the Series B Preferred Stock,
whether or not consecutive, the Treasury and holders of Series B Preferred Stock will have the
right to appoint two directors to our board of directors until all accrued but unpaid dividends
have been paid. We cannot pay dividends on our outstanding shares of Series A Preferred Stock,
Series B Preferred Stock or our common stock until we have paid in full all deferred distributions
on our trust preferred securities, which will require prior approval of the Federal Reserve.
Nonperforming assets take significant time and adversely affect our results of operations and
financial condition.
At March 31, 2010 and 2009, our nonperforming loans (which consist of non-accrual loans)
totaled $96.3 million and $109.4 million, or
7.0 percent and 6.7 percent of the loan portfolio,
respectively. At March 31, 2010 and 2009, our nonperforming assets (which include foreclosed real
estate) were $115.4 million and $122.1 million, or
5.4 percent and 5.3 percent of assets,
respectively. In addition, we had approximately $163,000 and $4.5
million in accruing loans that were 90
days or more delinquent at March 31, 2010 and 2009, respectively. Our nonperforming
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assets adversely affect our net income in various ways. Until economic and market conditions
improve, we may incur additional losses relating to an increase in nonperforming loans. We do not
record interest income on nonaccrual loans or other real estate owned, thereby adversely affecting
our income, and increasing our loan administration costs. When we take collateral in foreclosures
and similar proceedings, we are required to mark the related loan to the then fair market value of
the collateral, which may result in a loss. These loans and other real estate owned also increase
our risk profile and the capital our regulators believe is appropriate in light of such risks.
Seacoast National has adopted and implemented a written program to ensure bank adherence to a
process designed to eliminate the basis of criticism of criticized assets as required by
the Office of the Comptroller of the Currency, or OCC, pursuant to the formal agreement that
Seacoast National entered into with the OCC. While we have reduced our problem assets through loan
sales, workouts, restructurings and otherwise, decreases in the value of these remaining assets, or
the underlying collateral, or in these borrowers' performance or financial conditions, whether or
not due to economic and market conditions beyond our control, could adversely affect our business,
results of operations and financial condition. In addition, the resolution of nonperforming assets
requires significant commitments of time from management and our directors, which can be
detrimental to the performance of their other responsibilities. There can be no assurance that we
will not experience further increases in nonperforming loans in the future, or that nonperforming
assets will not result in further losses in the future.
Our allowance for loan losses may prove inadequate or we may be adversely affected by credit risk
exposures.
Our business depends on the creditworthiness of our customers. We periodically review our
allowance for loan losses for adequacy considering economic conditions and trends, collateral
values and credit quality indicators, including past charge-off experience and levels of past due
loans and nonperforming assets. We cannot be certain that our allowance for loan losses will be
adequate over time to cover credit losses in our portfolio because of unanticipated adverse changes
in the economy, market conditions or events adversely affecting specific customers, industries or
markets, or borrower behaviors towards repaying their loans. The credit quality of our borrowers
has deteriorated as a result of the economic downturn in our markets. If the credit quality of our
customer base or their debt service behavior materially decreases further, if the risk profile of a
market, industry or group of customers declines further or weaknesses in the real estate markets
and other economics persist or worsen, or if our allowance for loan losses is not adequate, our
business, financial condition, including our liquidity and capital, and results of operations could
be materially adversely affected.
All of our loan portfolios have been affected by the sustained economic weakness of our markets and
the effects of higher unemployment rates. Our commercial and residential real estate and real
estate-related portfolios have been especially affected by adverse market conditions, including
reduced real estate prices and sales levels.
Our commercial and residential real estate and real estate-related loans, especially
construction and development loans, have been affected adversely by the on-going correction in real
estate prices, reduced levels of sales during the recessions, and the economic weakness of our
Florida markets and the effects of higher unemployment rates. We may have to increase our allowance
for loan losses through additional provisions for loan losses because of continued adverse changes
in the economy, market conditions, and events that adversely affect our customers or markets. Our
business, financial condition, liquidity, capital (especially tangible common equity), and results
of operations could be materially adversely affected by additional provisions for loan losses.
Weaknesses in the real estate markets, including the secondary market for residential mortgage
loans, have adversely affected us and may continue to adversely affect us.
The effects of ongoing mortgage market challenges, combined with the correction in residential
real estate market prices and reduced levels of home sales, could result in further price
reductions in single family home values, further adversely affecting the liquidity and value of
collateral securing commercial loans for residential land acquisition, construction and
development, as well as residential mortgage loans and residential property collateral securing
loans that we hold, mortgage loan originations and gains on sale of mortgage loans. Declining real
estate prices have caused higher delinquencies and losses on certain mortgage loans, generally,
particularly second lien mortgages and home equity lines of credit. Significant ongoing disruptions
in the secondary market for residential mortgage loans have limited the market for and liquidity of
most residential mortgage loans other than conforming Fannie Mae and Freddie Mac loans. These
trends could continue, notwithstanding various government programs to
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boost the residential mortgage markets and stabilize the housing markets. Declines in real
estate values, home sales volumes and financial stress on borrowers as a result of job losses,
interest rate resets on adjustable rate mortgage loans or other factors could have further adverse
effects on borrowers that result in higher delinquencies and greater charge-offs in future periods,
which would adversely affect our financial condition, including capital and liquidity, or results
of operations. In the event our allowance for loan losses is insufficient to cover such losses, our
earnings, capital and liquidity could be adversely affected.
Our real estate portfolios are exposed to weakness in the Florida housing market and the overall
state of the economy.
The declines in home prices and the volume of home sales in Florida, along with the reduced
availability of certain types of mortgage credit, have resulted in increases in delinquencies and
losses in our portfolios of home equity lines and loans, and commercial loans related to
residential real estate acquisition, construction and development. Further declines in home prices
coupled with the continued economic recession in our markets and continued high or increased
unemployment levels could cause additional losses which could adversely affect our earnings and
financial condition, including our capital and liquidity.
Our concentration of commercial real estate loans could result in further increased loan losses.
Commercial real estate, or CRE, is cyclical and poses risks of loss to us due to concentration
levels and similar risks of the asset, especially since we had 49.9
percent and 53.0 percent of
our portfolio in CRE loans at March 31, 2010 and 2009, respectively. The banking regulators
continue to give CRE lending greater scrutiny, and banks with higher levels of CRE loans are
expected to implement improved underwriting, internal controls, risk management policies and
portfolio stress testing, as well as higher levels of allowances for possible losses and capital
levels as a result of CRE lending growth and exposures. During the
first quarter of 2009, we added $2.0 million of
provisioning for loan losses in addition to provisioning of $124.8
million for the entire year in 2009, $88.6 million in 2008 and $12.7 million in 2007, in part
reflecting collateral evaluations in response to recent changes in the market values of land
collateralizing acquisition and development loans.
Pursuant to the formal agreement that Seacoast National entered into with the OCC, Seacoast
National adopted and implemented a written commercial real estate concentration risk management
program. However, there is no guarantee that the program will effectively reduce our concentration
of commercial real estate.
Higher FDIC deposit insurance premiums and assessments could adversely affect our financial
condition.
FDIC insurance premiums increased substantially in 2009 and we expect to pay significantly
higher FDIC premiums in the future. Market developments have significantly depleted the insurance
fund of the FDIC and reduced the ratio of reserves to insured deposits. The FDIC adopted a revised
risk-based deposit insurance assessment schedule on February 27, 2009, which raised deposit
insurance premiums. On May 22, 2009, the FDIC implemented a five basis point special assessment of
each insured depository institution's assets minus Tier 1 capital as of June 30, 2009, but no more
than 10 basis points times the institution's assessment base for the second quarter of 2009,
collected on September 30, 2009. The FDIC has also required all FDIC-insured institutions to prepay
their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of
2010, 2011 and 2012, which was paid on December 30, 2009.
We also participate in the FDIC's Temporary Liquidity Guarantee Program, or TLG, for
noninterest-bearing transaction deposit accounts. Banks that participate in the TLG's
noninterest-bearing transaction account guarantee paid the FDIC an annual assessment of 10 basis
points on the amounts in such accounts above the amounts covered by FDIC deposit insurance. TLG's
noninterest-bearing transaction deposit account guarantee program was scheduled to expire on
December 31, 2009, but has been extended to December 31, 2010. Our management has decided that we will
participate in the extended program. Institutions that participate in the extended program are
required to pay an annualized fee of 15 to 25 basis points in accordance with their risk category
rating assigned by the FDIC. To the extent that these TLG assessments are insufficient to cover any
loss or expenses arising from the TLG program, the FDIC is authorized to impose an emergency
special assessment on all FDIC-insured depository institutions. The FDIC has authority to impose
charges for the TLG program upon depository institution holding
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companies, as well. The increased premiums and TLG assessments charged by the FDIC increased
our noninterest expense for the first quarter of 2010 and may continue to increase our noninterest
expense prospectively.
Current levels of market volatility are unprecedented.
The capital and credit markets have been experiencing volatility and disruption for more than
two years. In some cases, the markets have produced downward pressure on stock prices and credit
availability for certain issuers without regard to those issuers' underlying financial condition or
performance. If current levels of market disruption and volatility continue or worsen, we may
experience adverse effects, which may be material, on our ability to maintain or access capital and
on our business, financial condition and results of operations.
Liquidity risks could affect operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits,
borrowings, the sale of loans and other sources could have a substantial negative effect on our
liquidity. Our funding sources include federal funds purchases, securities sold under repurchase
agreements, non-core deposits, and short- and long-term debt. We are also members of the Federal
Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta, where we can obtain advances
collateralized with eligible assets. We maintain a portfolio of securities that can be used as a
secondary source of liquidity. There are other sources of liquidity available to us or Seacoast
National should they be needed, including our ability to acquire additional non-core deposits, the
issuance and sale of debt securities, and the issuance and sale of preferred or common securities
in public or private transactions. Our access to funding sources in amounts adequate to finance or
capitalize our activities or on terms which are acceptable to us could be impaired by factors that
affect us specifically or the financial services industry or economy in general. Our liquidity, on
a parent only basis, is adversely affected by our current inability to receive dividends from
Seacoast National without prior regulatory approval. However, we held
approximately $10 million of
cash and short-term investments at March 31, 2010, largely due
to the receipt of proceeds from our
common stock offering, which was consummated in the third quarter of 2009, a private placement of
common stock completed in the fourth quarter of 2009.
We expect an additional $46.9 million in proceeds from a convertible
preferred stock offering in the second quarter of 2010. We invested all of the $50.0 million of
the TARP CPP proceeds and an additional $73.0 million of proceeds from our offerings in Seacoast
National to meet the OCC capital requirements. Our ability to borrow could also be impaired by
factors that are not specific to us, such as further disruption in the financial markets or
negative views and expectations about the prospects for the financial services industry in light of
recent turmoil faced by banking organizations and the continued deterioration in credit markets.
We could encounter difficulties as a result of our growth.
Our loans, deposits, fee businesses and employees have increased as a result of our organic
growth and acquisitions. Our failure to successfully manage and support this growth with sufficient
human resources, training and operational, financial and technology resources in challenging
markets and economic conditions could have a material adverse effect on our operating results and
financial condition. We may not be able to sustain our historical growth rates.
We are required to maintain capital to meet regulatory requirements, and if we fail to maintain
sufficient capital, whether due to losses, an inability to raise additional capital or otherwise,
our financial condition, liquidity and results of operations, as well as our regulatory
requirements, would be adversely affected.
Both we and Seacoast National must meet regulatory capital requirements and maintain
sufficient liquidity and our regulators may modify and adjust such requirements in the future.
Seacoast National agreed to an informal letter agreement with the OCC to maintain a
Tier 1 leverage capital ratio of 8.50 percent and a total risk-based capital ratio of 12.00
percent at Seacoast National, which are higher than the regulatory minimum capital ratios.
We also face
significant regulatory and other governmental risk as a financial institution and a participant in
the TARP CPP.
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Our ability to raise additional capital, when and if needed, will depend on conditions in the
capital markets, economic conditions and a number of other factors, including investor perceptions
regarding the banking industry and market condition, and governmental activities, many of which are
outside our control, and on our financial condition and performance. Accordingly, we cannot assure
you that we will be able to raise additional capital if needed or on terms acceptable to us. If we
fail to meet these capital and other regulatory requirements, our financial condition, liquidity
and results of operations would be materially and adversely affected.
Although we currently comply with all capital requirements, we may be subject to more
stringent regulatory capital ratio requirements in the future and we may need additional capital in
order to meet those requirements. Our failure to remain "well capitalized" for bank regulatory
purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC
insurance costs, our ability to pay dividends on common and preferred stock, make distributions on
our trust preferred securities, our ability to make acquisitions, and our business, results of
operation and financial conditions, generally. Under FDIC rules, if Seacoast National ceases to be
a "well capitalized" institution for bank regulatory purposes, its ability to accept brokered
deposits may be restricted and the interest rates that it pays may be restricted.
Our ability to realize our deferred tax assets may be reduced in the future if our estimates of
future taxable income from our operations and tax planning strategies do not support our deferred
tax amount, and the amount of net operating loss carry-forwards and certain other tax attributes
realizable for income tax purposes may be reduced under Section 382 of the Internal Revenue Code by
sales of our capital securities.
As of March 31, 2010, we had net deferred tax assets of $18.4 million after we recorded a
$35.8 million of valuation allowance based on management's estimation of the likelihood of those
deferred tax assets being realized. These and future deferred tax assets may be further reduced in
the future if our estimates of future taxable income from our operations and tax planning
strategies do not support the amount of our deferred tax asset.
The amount of net operating loss carry-forwards and certain other tax attributes realizable
annually for income tax purposes may be reduced by an offering and/or other sales of our capital
securities, including transactions in the open market by 5% or greater shareholders, if an
ownership change is deemed to occur under Section 382 of the Internal Revenue Code. The
determination of whether an ownership change has occurred under Section 382 is highly fact specific
and can occur through one or more acquisitions of capital stock (including open market trading) if
the result of such acquisitions is that the percentage of our outstanding common stock held by
shareholders or groups of shareholders owning at least 5% of our common stock at the time of such
acquisition, as determined under Section 382, is more than 50 percentage points higher than the
lowest percentage of our outstanding common stock owned by such shareholders or groups of
shareholders within the prior three-year period. Our sales of common stock in April 2010 increase
the risk of a possible future change in control under Section 382.
Our cost of funds may increase as a result of general economic conditions, FDIC insurance
assessments, interest rates and competitive pressures.
Our cost of funds may increase as a result of general economic conditions, FDIC insurance
assessments, interest rates and competitive pressures. We have traditionally obtained funds
principally through local deposits and we have a base of lower cost transaction deposits.
Generally, we believe local deposits are a cheaper and more stable source of funds than other
borrowings because interest rates paid for local deposits are typically lower than interest rates
charged for borrowings from other institutional lenders and reflect a mix of transaction and time
deposits, whereas brokered deposits typically are higher cost time deposits. Our costs of funds and
our profitability and liquidity are likely to be adversely affected if, and to the extent, we have
to rely upon higher cost borrowings from other institutional lenders or brokers to fund loan demand
or liquidity needs, and changes in our deposit mix and growth could adversely affect our
profitability and the ability to expand our loan portfolio.
Our profitability and liquidity may be affected by changes in interest rates and economic
conditions.
Our profitability depends upon net interest income, which is the difference between interest
earned on assets, and interest expense on interest-bearing liabilities, such as deposits and
borrowings. Net interest income will be adversely affected if market interest rates change such
that the interest we pay on deposits and borrowings and our FDIC deposit insurance assessments
increase faster than the interest earned on loans and investments. Interest
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rates, and consequently our results of operations, are affected by general economic conditions
(domestic and foreign) and fiscal and monetary policies may materially affect the level and
direction of interest rates. From June 2004 to mid-2006, the Federal Reserve raised the federal
funds rate from 1.0 percent to 5.25 percent. Since then, beginning in September 2007, the Federal
Reserve decreased the federal funds rates by 100 basis points to 4.25 percent over the remainder of
2007, and has since reduced the target federal funds rate by an additional 400 basis points to a
range between zero and 25 basis points beginning in December 2008. Decreases in interest rates
generally increase the market values of fixed-rate, interest-bearing investments and loans held,
and increase the values of loan sales and mortgage loan activities. However, the production of
mortgages and other loans and the value of collateral securing our loans, are dependent on demand
within the markets we serve, as well as interest rates. The levels of sales, as well as the values
of real estate in our markets, have declined. Declining rates reflect efforts by the Federal
Reserve to stimulate the economy, but may not be effective, and thus may negatively affect our
results of operations and financial condition, liquidity and earnings.
On February 18, 2010, the Federal Reserve raised the discount rate from 0.5 percent to 0.75%.
Increases in interest rates generally decrease the market values of fixed-rate, interest-bearing
investments and loans held and the production of mortgage and other loans and the value of
collateral securing our loans, and therefore may adversely affect our liquidity and earnings.
The TARP CPP and the ARRA impose, and other proposed rules may impose additional, executive
compensation and corporate governance requirements that may adversely affect us and our business,
including our ability to recruit and retain qualified employees.
The purchase agreement we entered into in connection with our participation in the TARP CPP
required us to adopt the Treasury's standards for executive compensation and corporate governance
while the Treasury holds the equity issued pursuant to the TARP CPP, including the common stock
which may be issued pursuant to the warrant to purchase 589,623 shares of common stock, or the
Warrant, which we refer to as the TARP Assistance Period. These standards generally apply to our
chief executive officer, chief financial officer and the three next most highly compensated senior
executive officers. The standards include:
•
ensuring that incentive compensation for senior executives does not encourage
unnecessary and excessive risks that threaten the value of the financial institution;
•
required clawback of any bonus or incentive compensation paid to a senior executive
based on statements of earnings, gains or other criteria that are later proven to be
materially inaccurate;
•
prohibition on making golden parachute payments to senior executives; and
•
agreement not to deduct for tax purposes executive compensation in excess of
$500,000 for each senior executive.
In particular, the change to the deductibility limit on executive compensation may increase
the overall cost of our compensation programs in future periods.
The ARRA imposed further limitations on compensation during the TARP Assistance Period
including:
•
a prohibition on making any golden parachute payment to a senior executive officer
or any of our next five most highly compensated employees;
•
a prohibition on any compensation plan that would encourage manipulation of the
reported earnings to enhance the compensation of any of its employees; and
•
a prohibition of the five highest paid executives from receiving or accruing any
bonus, retention award or incentive compensation, or bonus except for long-term
restricted stock with a value not greater than one-third of the total amount of annual
compensation of the employee receiving the stock.
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The Treasury released an interim final rule on TARP standards for compensation and corporate
governance on June 10, 2009, which implemented and further expanded the limitations and
restrictions imposed on executive compensation and corporate governance by the TARP CPP and ARRA.
The new Treasury interim final rules also prohibit any tax gross-up payments to senior executive
officers and the next 20 highest paid executives; require a "say on pay" vote in annual
shareholders' meetings; and restrict stock or units that may vest or become transferable granted to
executives.
The Federal Reserve has proposed guidelines on executive compensation. The FDIC also has
proposed a rule to incorporate employee compensation factors into the risk assessment system which
would adjust risk-based deposit insurance assessment rates if the design of certain compensation
programs does not satisfy certain FDIC goals to prevent executive compensation from encouraging
undue risk-taking.
These provisions and any future rules issued by the Treasury, the Federal Reserve and the FDIC
or any other regulatory agencies could adversely affect our ability to attract and retain
management capable and motivated sufficiently to manage and operate our business through difficult
economic and market conditions. If we are unable to attract and retain qualified employees to
manage and operate our business, we may not be able to successfully execute our business strategy.
Changes in accounting and tax rules applicable to banks could adversely affect our financial
conditions and results of operations.
From time to time, the Financial Accounting Standards Board and SEC change the financial
accounting and reporting standards that govern the preparation of our financial statements. These
changes can be hard to predict and can materially impact how we record and report our financial
condition and results of operations. In some cases, we could be required to apply a new or revised
standard retroactively, resulting in us restating prior period financial statements.
TARP lending goals may not be attainable.
Congress and the bank regulators have encouraged recipients of TARP capital to use such
capital to make loans and it may not be possible to safely, soundly and profitably make sufficient
loans to creditworthy persons in the current economy to satisfy such goals. Congressional demands
for additional lending by recipients of TARP capital, and regulatory demands for demonstrating and
reporting such lending, are increasing. On November 12, 2008, the bank regulatory agencies issued a
statement encouraging banks to, among other things, "lend prudently and responsibly to creditworthy
borrowers" and to "work with borrowers to preserve homeownership and avoid preventable
foreclosures." We continue to lend and have expanded our mortgage loan originations, and to report
our lending to the Treasury. The future demands for additional lending are unclear and uncertain,
and we could be forced to make loans that involve risks or terms that we would not otherwise find
acceptable or in our shareholders' best interest. Such loans could adversely affect our results of
operation and financial condition, and may be in conflict with bank regulations and requirements as
to liquidity and capital. The profitability of funding such loans using deposits may be adversely
affected by increased FDIC insurance premiums.
Changes of TARP program and future rules applicable to banks generally or to TARP recipients could
adversely affect our operations, financial condition, and results of operations.
The rules and policies applicable to recipients of capital under the TARP CPP continue to
evolve and their scope, timing and effect cannot be predicted. Any redemption of the securities
sold to the Treasury to avoid these restrictions would require prior Federal Reserve and Treasury
approval. Based on recently issued Federal Reserve guidelines, institutions seeking to redeem TARP
CPP preferred stock must demonstrate an ability to access the long-term debt markets without
reliance on the FDIC's TLG, successfully demonstrate access to public equity markets and meet a
number of additional requirements and considerations before we can redeem any securities sold to
the Treasury. Therefore, it is uncertain if we will be able to redeem such securities even if we
have sufficient financial resources to do so.
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In addition, the government is contemplating potential new programs under TARP, including
programs to promote small business lending, among other initiatives. It is uncertain whether we
will qualify for those new programs and whether those new programs may impose additional
restrictions on our operation and affect our financial condition in the future.
Our future success is dependent on our ability to compete effectively in highly competitive
markets.
We operate in the highly competitive markets of Martin, St. Lucie, Brevard, Indian River and
Palm Beach Counties in southeastern Florida, the Orlando, Florida metropolitan statistical area, as
well as in more rural competitive counties in the Lake Okeechobee, Florida region. Our future
growth and success will depend on our ability to compete effectively in these markets. We compete
for loans, deposits and other financial services in geographic markets with other local, regional
and national commercial banks, thrifts, credit unions, mortgage lenders, and securities and
insurance brokerage firms. Many of our competitors offer products and services different from us,
and have substantially greater resources, name recognition and market presence than we do, which
benefits them in attracting business. Larger competitors may be able to price loans and deposits
more aggressively than we can, and have broader customer and geographic bases to draw upon.
The soundness of other financial institutions could adversely affect us.
Our ability to engage in routine funding and other transactions could be adversely affected by
the actions and commercial soundness of other financial institutions. Financial services
institutions are interrelated as a result of trading, clearing, counterparty or other
relationships. As a result, defaults by, or even rumors or questions about, one or more financial
services institutions, or the financial services industry generally, have led to market-wide
liquidity problems, losses of depositor, creditor and counterparty confidence and could lead to
losses or defaults by us or by other institutions. We could experience increases in deposits and
assets as a result of other banks' difficulties or failure, which would increase the capital we
need to support such growth.
We operate in a heavily regulated environment.
We and our subsidiaries are regulated by several regulators, including the Federal Reserve,
the OCC, the SEC, the FDIC and Financial Industry Regulatory Authority, Inc., and since December
2008, the Treasury. Our success is affected by state and federal regulations affecting banks and
bank holding companies, and the securities markets and securities and insurance regulators. Banking
regulations are primarily intended to protect depositors, not shareholders. The financial services
industry also is subject to frequent legislative and regulatory changes and proposed changes, the
effects of which cannot be predicted. Federal bank regulatory agencies and the Treasury, as well as
the Congress and the President, are evaluating and have proposed numerous significant changes in
the regulation of banks, other financial services providers and the financial markets. These
changes, if adopted, could require us to maintain more capital, liquidity and risk controls which
could adversely affect our growth, profitability and financial condition.
We are subject to internal control reporting requirements that increase compliance costs and
failure to comply timely could adversely affect our reputation and the value of our securities.
We are required to comply with various corporate governance and financial reporting
requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the
SEC, the Public Company Accounting Oversight Board and the NASDAQ Stock Market. In particular, we
are required to include management and independent registered public accounting firm reports on
internal controls as part of our annual report on Form 10-K pursuant to Section 404 of the
Sarbanes-Oxley Act. We are also subject to a number of disclosure and reporting requirements as a
result of our participation in TARP CPP. The SEC also has proposed a number of new rules or
regulations requiring additional disclosure, such as lower-level employee compensation. We expect
to continue to spend significant amounts of time and money on compliance with these rules. Our
failure to track and comply with the various rules may materially adversely affect our reputation,
ability to obtain the necessary certifications to financial statements, and the value of our
securities.
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Technological changes affect our business, and we may have fewer resources than many
competitors to invest in technological improvements.
The financial services industry is undergoing rapid technological changes with frequent
introductions of new technology-driven products and services. In addition to serving clients
better, the effective use of technology may increase efficiency and may enable financial
institutions to reduce costs. Our future success will depend, in part, upon our ability to use
technology to provide products and services that provide convenience to customers and to create
additional efficiencies in operations. We may need to make significant additional capital
investments in technology in the future, and we may not be able to effectively implement new
technology-driven products and services. Many competitors have substantially greater resources to
invest in technological improvements.
The anti-takeover provisions in our Articles of Incorporation and under Florida law may make it
more difficult for takeover attempts that have not been approved by our board of directors.
Florida law and our Articles of Incorporation include anti-takeover provisions, such as
provisions that encourage persons seeking to acquire control of us to consult with our board, and
which enable the board to negotiate and give consideration on behalf of us and our shareholders and
other constituencies to the merits of any offer made. Such provisions, as well as supermajority
voting and quorum requirements and a staggered board of directors, may make any takeover attempts
and other acquisitions of interests in us, by means of a tender offer, open market purchase, a
proxy fight or otherwise, that have not been approved by our board of directors more difficult and
more expensive. These provisions may discourage possible business combinations that a majority of
our shareholders may believe to be desirable and beneficial. As a result, our board of directors
may decide not to pursue transactions that would otherwise be in the best interests of holders of
our common stock.
Hurricanes or other adverse weather events would negatively affect our local economies or disrupt
our operations, which would have an adverse effect on our business or results of operations.
Our market areas in Florida are susceptible to hurricanes and tropical storms and related
flooding and wind damage. Such weather events can disrupt operations, result in damage to
properties and negatively affect the local economies in the markets where they operate. We cannot
predict whether or to what extent damage that may be caused by future hurricanes will affect our
operations or the economies in our current or future market areas, but such weather events could
result in a decline in loan originations, a decline in the value or destruction of properties
securing our loans and an increase in the delinquencies, foreclosures or loan losses. Our business
or results of operations may be adversely affected by these and other negative effects of future
hurricanes or tropical storms, including flooding and wind damage. Many of our customers have
incurred significantly higher property and casualty insurance premiums on their properties located
in our markets, which may adversely affect real estate sales and values in our markets.
Future acquisitions and expansion activities may disrupt our business, dilute existing shareholders
and adversely affect our operating results.
We regularly evaluate potential acquisitions and expansion opportunities. To the extent that
we grow through acquisitions, we cannot assure you that we will be able to adequately or profitably
manage this growth. Acquiring other banks, branches or businesses, as well as other geographic and
product expansion activities, involve various risks including:
•
risks of unknown or contingent liabilities;
•
unanticipated costs and delays;
•
risks that acquired new businesses do not perform consistent with our growth and
profitability expectations;
•
risks of entering new markets or product areas where we have limited experience;
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•
risks that growth will strain our infrastructure, staff, internal controls and
management, which may require additional personnel, time and expenditures;
•
exposure to potential asset quality issues with acquired institutions;
•
difficulties, expenses and delays of integrating the operations and personnel of
acquired institutions, and start-up delays and costs of other expansion activities;
•
potential disruptions to our business;
•
possible loss of key employees and customers of acquired institutions;
•
potential short-term decreases in profitability; and
•
diversion of our management's time and attention from our existing operations and
business.
We may engage in FDIC-assisted transactions, which could present additional risks to our business.
We may have opportunities to acquire the assets and liabilities of failed banks in
FDIC-assisted transactions, which present the risks of acquisitions, although generally, as well as
some risks specific to these transactions. Although these FDIC-assisted transactions typically
provide for FDIC assistance to an acquiror to mitigate certain risks, which may include
loss-sharing, where the FDIC absorbs most losses on covered assets and provides some indemnity, we
would be subject to many of the same risks we would face in acquiring another bank in a negotiated
transaction, without FDIC assistance, including risks associated with pricing such transactions,
the risks of loss of deposits and maintaining customer relationships and failure to realize the
anticipated acquisition benefits in the amounts and within the timeframes we expect. In addition,
because these acquisitions provide for limited diligence and negotiation of terms, these
transactions may require additional resources and time, servicing acquired problem loans and costs
related to integration of personnel and operating systems, the establishment of processes to
service acquired assets, require us to raise additional capital, which may be dilutive to our
existing shareholders. If we are unable to manage these risks, FDIC-assisted acquisitions could
have a material adverse effect on our business, financial condition and results of operations.
Attractive acquisition opportunities may not be available to us in the future.
While we seek continued organic growth, as our earnings and capital position improve, we may
consider the acquisition of other businesses. We expect that other banking and financial companies,
many of which have significantly greater resources, will compete with us to acquire financial
services businesses. This competition could increase prices for potential acquisitions that we
believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail
to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition
that we believe is in our best interests. Among other things, our regulators consider our capital,
liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when
considering acquisition and expansion proposals. Any acquisition could be dilutive to our earnings
and shareholders' equity per share of our common stock.
Risks Related to our Common Stock
We may issue additional shares of common or preferred stock securities, which may dilute the
interests of our shareholders and may adversely affect the market price of our common stock.
We are currently authorized to issue up to 130 million shares of common stock, of which
58,913,722 shares were outstanding as of March 31, 2010, and up to 4 million shares of preferred
stock, of which 2,000 shares are outstanding.
Since March 31, 2010, we issued Series B Preferred Stock raising $46.9 million in capital,
with additional common stock of 34,482,758 shares expected at conversion.
Our board of directors has authority, without action or vote of the shareholders, to
issue all or part of the remaining authorized but unissued shares and to establish the terms of any series of
preferred stock. These authorized but unissued shares could be issued on terms or in circumstances
that could dilute the interests of other shareholders.
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Outstanding shares of preferred stock diminishes the net income available to our common
shareholders and earnings per common share, and the warrant we issued to Treasury may be dilutive
to holders of our common stock.
The dividends accrued and the accretion on discount on the Series A Preferred Stock reduce the
net income available to common shareholders and our earnings per common share. The Series A
Preferred Stock is cumulative, which means that any dividends not declared or paid will accumulate
and will be payable when we resume paying dividends. Shares of Series A Preferred Stock and Series
B Preferred Stock will also receive preferential treatment in the event of our liquidation,
dissolution or winding up. Additionally, the ownership interest of the existing holders of our
common stock will be diluted to the extent the warrant that we issued to Treasury, which we refer
to as the Warrant, in connection with our participation in the TARP CPP is exercised. The shares of
common stock underlying the Warrant represent approximately 1.0 percent of the shares of our common
stock outstanding as of March 31, 2010 (including the shares issuable upon exercise of the Warrant
in our total outstanding shares but not shares of common stock issuable upon conversion of the
Series B Preferred Stock). Although Treasury has agreed not to vote any of the shares of common
stock it receives upon exercise of the Warrant, a transferee of any portion of the Warrant or of
any shares of common stock acquired upon exercise of the Warrant is not bound by this restriction.
Holders of outstanding shares of preferred stock have certain voting rights that may adversely
affect our common shareholders, and the holders of such preferred stock may have different
interests from, and vote their shares in a manner deemed adverse to, our common shareholders.
In the event that we fail to pay dividends on the Series A Preferred Stock for an aggregate of
at least six quarterly dividend periods or three semi-annual dividend payments on the Series B
Preferred Stock (in each case whether or not consecutive) the Treasury and holders of Series B
Preferred Stock will have the right to appoint two directors to our board of directors until all
accrued but unpaid dividends have been paid; otherwise, except as required by law, holders of the
Series A Preferred Stock and the Series B Preferred Stock have limited voting rights. So long as
shares of the Series A Preferred Stock or Series B Preferred Stock are outstanding, in addition to
any other vote or consent of shareholders required by law or our amended and restated charter, the
vote or consent of holders owning at least 66 2/3 percent of the outstanding shares of Series A
Preferred Stock and Series B Preferred Stock, as applicable, is required for:
•
any authorization or issuance of shares ranking senior to such preferred stock;
•
any amendment to the rights of such preferred stock so as to adversely affect the
rights, preferences, privileges or voting power of such preferred stock; or
•
consummation of any merger, share exchange or similar transaction unless the shares
of such preferred stock remain outstanding, or if we are not the surviving entity in
such transaction, are converted into or exchanged for preference securities of the
surviving entity and such shares of preferred stock remaining outstanding or such
preference securities have such rights, preferences, privileges and voting power as are
not materially less favorable to the holders than the rights, preferences, privileges
and voting power of the shares of such series of preferred stock. Holders of Series A
Preferred Stock or Series B Preferred Stock could block the foregoing transitions, even
where considered desirable by, or in the best interests of, holders of our common
stock.
The holders of Series A Preferred Stock, including the Treasury or Series B Preferred Stock,
may have different interests from the holders of our common stock, and could vote to disapprove
transactions that are favored by, or are in the best interests of, our common shareholders.
The anti-takeover provisions in our articles of incorporation and under Florida law may make it
more difficult for takeover attempts that have not been approved by our board of directors.
Florida law and our articles of incorporation include anti-takeover provisions, such as
provisions that encourage persons seeking to acquire control of us to consult with our board, and
which enable the board to negotiate and give consideration on behalf of us and our shareholders and
other constituencies to the merits of any offer made. Such provisions, as well as supermajority
voting and quorum requirements and a staggered board of directors, may make any takeover attempts and other acquisitions of interests in us that have
not been approved by our board of directors more difficult and more expensive. These provisions may
discourage possible business combinations that a majority of our shareholders may believe to be
desirable and beneficial.
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USE OF PROCEEDS
We are filing the registration statement of which this prospectus is a part to permit the
holders of the shares of our common stock described in the section entitled "Selling Stockholders"
to resell such shares. We will not receive any proceeds from the sale of shares by the selling
stockholders. All net proceeds from the sale of the common stock covered by this prospectus will
go to the selling stockholders.
The selling stockholders will pay any underwriting discounts and commissions and expenses
incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other
expenses incurred by the selling stockholders in disposing of the shares. We will bear all other
costs, fees and expenses incurred in effecting the registration of the shares covered by this
prospectus, including, without limitation, all registration and filing fees, and fees and expenses
of our counsel and our accountants.
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PRICE RANGE OF COMMON STOCK
Our common stock is listed on the NASDAQ Global Select Market under the symbol "SBCF." The
table below sets forth the high and low sale prices per share of our common stock on the NASDAQ
Global Select Market and the dividends paid per share of our common stock for the indicated
periods. As of March 31, 2010, we had approximately 58,938,221 shares of common stock issued and
58,913,722 shares of common stock outstanding, held by approximately
1,429 record holders.
Sale Price per Share of
Quarterly Dividends
Seacoast Common Stock
Declared per Share of
High
Low
Seacoast Common Stock
2008
First Quarter
$
12.910
$
7.510
$
0.16
Second Quarter
12.000
7.760
0.16
Third Quarter
13.250
7.280
0.01
Fourth Quarter
11.010
4.350
0.01
2009
First Quarter
$
7.080
$
2.140
$
0.01
Second Quarter
4.450
2.020
*
Third Quarter
3.180
1.870
*
Fourth Quarter
$
2.650
$
1.110
*
2010
*
First Quarter
$
2.100
$
1.350
*
Second Quarter (through May 21, 2010)
2.570
1.670
*
*
Dividends were suspended as of May 19, 2009.
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DIVIDEND POLICY
Dividends from Seacoast National historically have been our primary source of funds to pay
dividends on our common stock. Under the National Bank Act, national banks may in any calendar
year, without the approval of the OCC, pay dividends to the extent of net profits for that year,
plus retained net profits for the preceding two years (less any required transfers to surplus). The
need to maintain adequate capital in Seacoast National also limits dividends that may be paid to
us. Beginning in the third quarter of 2008, we reduced our dividend per share of our common stock
to $0.01 and, as of May 19, 2009, we have suspended the payment of dividends, as described below.
As of December 31, 2008, Seacoast National cannot pay us any dividends without prior OCC approval,
and in all events must maintain appropriate capital that meets regulatory requirements applicable
to us.
The OCC and the Federal Reserve have policies that encourage banks and bank holding companies
to pay dividends from current earnings, and have the general authority to limit the dividends paid
by national banks and bank holding companies, respectively, if such payment may be deemed to
constitute an unsafe or unsound practice. If, in the particular circumstances, either of these
federal regulators determine that the payment of dividends would constitute an unsafe or unsound
banking practice, either the OCC or the Federal Reserve may, among other things, issue a cease and
desist order prohibiting the payment of dividends by Seacoast National or us, respectively. Under a
recently adopted Federal Reserve policy, the board of directors of a bank holding company must
consider different factors to ensure that its dividend level is prudent relative to the
organization's financial position and is not based on overly optimistic earnings scenarios such as
any potential events that may occur before the payment date that could affect its ability to pay,
while still maintaining a strong financial position. As a general matter, the Federal Reserve has
indicated that the board of directors of a bank holding company, such as ourselves, should consult
with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company's
dividends if: (i) its net income available to shareholders for the past four quarters, net of
dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii)
its prospective rate of earnings retention is not consistent with its capital needs and overall
current and prospective financial condition; or (iii) it will not meet, or is in danger of not
meeting, its minimum regulatory capital adequacy ratios.
As a result of our participation in the TARP CPP program, additional restrictions have been
imposed on our ability to declare or increase dividends on shares of our common stock, including a
restriction on paying quarterly dividends above $0.01 per share. Specifically, we are unable to
declare dividend payments on our common, junior preferred or pari passu preferred shares if we are
in arrears on the dividends on the Series A Preferred Stock or Series B Preferred Stock. Further,
without the Treasury's approval, we are not permitted to increase dividends on our common stock
above $0.01 per share until December 19, 2011 unless all of the Series A Preferred Stock has been
redeemed or transferred by the Treasury. In addition, we cannot repurchase shares of common stock
or use proceeds from the Series A Preferred Stock to repurchase trust preferred securities. Consent
of the Treasury generally is required for us to make any stock repurchase until December 19, 2011
unless all of the Series A Preferred Stock has been redeemed or transferred by the Treasury to a
third party. Further, our common, junior preferred or pari passu preferred shares may not be
repurchased if we have not declared and paid all Series A Preferred Stock dividends or dividends
with respect to the current dividend period for the Series B Preferred Stock.
On May 19, 2009, our board of directors determined to suspend regular quarterly cash dividends
on our outstanding common stock and Series A Preferred Stock pursuant to a request from the Federal
Reserve as a result of recently adopted Federal Reserve policies related to dividends and other
distributions. Dividends will be suspended on our outstanding common stock, Series A Preferred
Stock and Series B Preferred Stock until such time as dividends are allowed by the Federal Reserve.
The Federal Reserve has a policy that it does not want bank holding companies that have TARP CPP
capital to use TARP funds to pay dividends on common or preferred stock or to make distributions on
our outstanding trust preferred securities.
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SELLING STOCKHOLDERS
On April 9, 2010, we entered into an Investment Agreement, dated as of April 8, 2010, or the
Investment Agreement, with the selling stockholders listed below for the purchase of approximately
$50 million of our Series B Preferred Stock. We are registering for resale 34,482,758 shares of
common stock issuable upon conversion of our Series B Preferred Stock held by the selling
stockholders identified below. We are registering the shares to permit the selling stockholders and
their pledgees, donees, transferees and other successors-in-interest that receive their shares from
a selling stockholder as a gift, partnership distribution or other non-sale related transfer after
the date of this prospectus to resell the shares when and as they deem appropriate in the manner
described in the "Plan of Distribution." As of the date of this prospectus there are      
shares of common stock issued and outstanding assuming conversion of all outstanding shares of
Series B Preferred Stock into common stock.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting
or investment power with respect to shares. To our knowledge, the entities named in the table has
sole voting and investment power with respect to its shares of common stock. The percentage
ownership presented in the table below are based on the number of shares of our common stock
outstanding as of      , 2010, or      shares, assuming conversion of all outstanding
shares of Series B Preferred Stock into common stock.
Shares of Common Stock to be
Beneficially Owned After Offering (1)
Number of Shares of Common
Number of Shares of
Name of Selling
Stock Beneficially Owned Prior
Common Stock that may
Percentage (if more
Stockholders
to Offering (1)
be Offered
Number
than one percent)
(1)
We do not know when or in what amounts the selling stockholders may offer shares for
sale. The selling stockholders might not sell any or all of the shares offered by this prospectus.
Because the selling stockholders may offer all or some of the shares pursuant to this prospectus,
we cannot estimate the number of the shares that will be held by the selling stockholders after
completion of the offering. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the shares covered by this prospectus will be held by the
selling stockholders.
Prior to the completion of the private placement to CapGen Capital Group III LP in December
2009, the selling stockholders had not, and none of their affiliates, officers, directors or
holders of 5% or more of its share capital has, held any position or office with us or any of our
subsidiaries within the past three years. In connection with the December 2009 private placement,
we agreed with CapGen that they would have the ability to appoint one representative to our board
of directors. In January 2010, we appointed Robert Goldstein, a founding principal of CapGen
Capital Advisors LLC, to our board of directors.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is a summary only and is subject to applicable
provisions of the Florida Business Corporation Act, as amended, which we refer to as the Florida
Act, and to our Articles of Incorporation and our amended and restated bylaws. You should refer to,
and read this summary together with, our Articles of Incorporation and amended and restated bylaws
to review all of the terms of our capital stock. Our Articles of Incorporation are incorporated by
reference as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2009 and
Current Report on Form 8-K, dated April 13, 2010, filed with the SEC, as amended.
Common Stock
General
Our Articles of Incorporation provide that we may issue up to 130 million shares of common
stock, par value of $0.10 per share. As of March 31, 2010, 58,938,221 shares of our common stock
were issued and 58,913,722 shares of our common stock were outstanding. All outstanding shares of
our common stock are fully paid and nonassessable. Our common stock is listed on the NASDAQ Global
Select Market under the symbol "SBCF."
Voting Rights
Each outstanding share of our common stock entitles the holder to one vote on all matters
submitted to a vote of shareholders, including the election of directors. The holders of our common
stock possess exclusive voting power, except as otherwise provided by law or by articles of
amendment establishing any series of our preferred stock, including the voting rights held by
holders of our Series A Preferred Stock and Series B Preferred Stock.
There is no cumulative voting in the election of directors, which means that the holders of a
plurality of our outstanding shares of common stock can elect all of the directors then standing
for election. Since the closing of the CapGen offering, or the CapGen offering, on December 17,
2009, CapGen has been entitled to appoint one director to our board of directors, so long as they
retain ownership of all six million shares of common stock purchased. When a quorum is present at
any meeting, questions brought before the meeting will be decided by the vote of the holders of a
majority of the shares present and voting on such matter, whether in person or by proxy, except
when the meeting concerns matters requiring the vote of the holders of a majority of all
outstanding shares under applicable Florida law. Our Articles of Incorporation provide certain
anti-takeover provisions that require super-majority votes, which may limit shareholders' rights to
effect a change in control as described under the section below entitled "Anti-Takeover Effects of
Certain Articles of Incorporation Provisions."
Dividends, Liquidation and Other Rights
Holders of shares of common stock are entitled to receive dividends only when, as and if
approved by our board of directors from funds legally available for the payment of dividends, after
payment of dividends on our outstanding series of preferred stock. Our shareholders are entitled to
share ratably in our assets legally available for distribution to our shareholders in the event of
our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or
adequate provision for, all of our known debts and liabilities and of any preferences of Series A
Preferred Stock or Series B Preferred Stock or any other series of our preferred stock that may be
outstanding in the future. These rights are subject to the preferential rights of any other series
of our preferred stock that may then be outstanding.
Holders of shares of our common stock have no preference, conversion, exchange, sinking fund
or redemption rights and have no preemptive rights to subscribe for any of our securities. However,
we granted certain preemptive rights to CapGen for a period of 24 months following the
closing of the CapGen offering, as long as CapGen holds all shares of common stock purchased by it
in the CapGen offering. Our board of directors, under our articles of incorporation, otherwise may
issue additional shares of our common stock or rights to purchase shares of our common stock
without the approval of our shareholders.
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Transfer Agent and Registrar
Subject to compliance with applicable federal and state securities laws, our common stock may
be transferred without any restrictions or limitations. The transfer agent and registrar for shares
of our common stock is Continental Stock Transfer and Trust Company.
Preferred Stock
We are authorized to issue 4 million shares of preferred stock, $0.10 par value per share,
2,000 shares of which have been designated as Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, or Series A Preferred Stock, and 50,000 of which have been designated as Mandatorily
Convertible Noncumulative Nonvoting Preferred Stock, Series B, or Series B Preferred Stock, all of
which are issued and outstanding as of the date of this prospectus. We do not have other preferred
stock outstanding.
Our board of directors may fix the voting powers, designations, preferences, rights,
qualifications, limitations and restrictions of any other series of preferred stock.
Series A Preferred Stock
The Series A Preferred Stock constitutes a series of our perpetual, cumulative, preferred
stock, consisting of 2,000 shares, par value $0.10 per share, having a liquidation preference
amount of $25,000 per share. The Series A Preferred Stock has no maturity date. We issued the
shares of Series A Preferred Stock and the Warrant to Treasury on December 19, 2008 in connection
with the TARP Capital Purchase Program for an aggregate purchase price of $50.0 million. Pursuant
to the Purchase Agreement between us and Treasury, we have agreed, if requested by Treasury, to
enter into a depositary arrangement pursuant to which the shares of Series A Preferred Stock may be
deposited and depositary shares, each representing a fraction of a share of Series A Preferred
Stock as specified by Treasury, may be issued. The Series A Preferred Stock and Warrant qualify as
Tier 1 capital for regulatory purposes.
Dividends
Rate
. Dividends on the Series A Preferred Stock are payable quarterly in arrears, when, as
and if authorized and declared by our board of directors out of legally available funds, on a
cumulative basis on the $25,000 per share liquidation preference amount plus the amount of accrued
and unpaid dividends for any prior dividend periods, at a rate of (i) 5% per annum, from the
original issuance date to but excluding the first day of the first dividend period commencing after
the fifth anniversary of the original issuance date (i.e., 5% per annum from December 19, 2008 to
but excluding February 15, 2014), and (ii) 9% per annum, from and after the first day of the first
dividend period commencing after the fifth anniversary of the original issuance date (i.e., 9% per
annum on and after February 15, 2014). Dividends are payable quarterly in arrears on February 15,
May 15, August 15 and November 15 of each year, commencing on February 15, 2009. Each dividend will
be payable to holders of record as they appear on our stock register on the applicable record date,
which will be the 15th calendar day immediately preceding the related dividend payment date
(whether or not a business day), or such other record date determined by our board of directors
that is not more than 60 nor less than ten days prior to the related dividend payment date. Each
period from and including a dividend payment date (or the date of the issuance of the Series A
Preferred Stock) to but excluding the following dividend payment date is referred to as a "dividend
period." Dividends payable for each dividend period are computed on the basis of a 360-day year
consisting of twelve 30-day months. If a scheduled dividend payment date falls on a day that is not
a business day, the dividend will be paid on the next business day as if it were paid on the
scheduled dividend payment date, and no interest or other additional amount will accrue on the
dividend. The term "business day" means any day except Saturday, Sunday and any day on which
banking institutions in the State of New York generally are authorized or required by law or other
governmental actions to close.
Dividends on the Series A Preferred Stock will be cumulative
. If for any reason our board of
directors does not declare a dividend on the Series A Preferred Stock for a particular dividend
period, or if the board of directors declares less than a full dividend, we will remain obligated
to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on
each subsequent dividend date (meaning that dividends for future dividend periods will accrue on
any unpaid dividend amounts for prior dividend periods).
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We are not obligated to pay holders of the Series A Preferred Stock any dividend in excess of
the dividends on the Series A Preferred Stock that are payable as described above. There is no
sinking fund with respect to dividends on the Series A Preferred Stock.
Priority of Dividends
. So long as the Series A Preferred Stock remains outstanding, we may
not declare or pay a dividend or other distribution on our common stock or any other shares of
Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than
dividends paid on a pro rata basis with the Series A Preferred Stock), and we generally may not
directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior
Stock or Parity Stock unless all accrued and unpaid dividends on the Series A Preferred Stock for
all past dividend periods are paid in full.
"
Junior Stock
" means our common stock and any other class or series of our stock the terms of
which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights
and/or as to rights on liquidation, dissolution or winding up. We currently have no outstanding
class or series of preferred stock constituting Junior Stock.
"
Parity Stock
" means any class or series of our stock, other than the Series A Preferred
Stock, the terms of which do not expressly provide that such class or series will rank senior or
junior to the Series A Preferred Stock as to dividend rights and/or as to rights on liquidation,
dissolution or winding up, in each case without regard to whether dividends accrue cumulatively or
non-cumulatively. We currently have no outstanding class or series of stock constituting Parity
Stock.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our
affairs, holders of the Series A Preferred Stock will be entitled to receive for each share of
Series A Preferred Stock, out of our assets or proceeds available for distribution to our
shareholders, subject to any rights of our creditors, before any distribution of assets or proceeds
is made to or set aside for the holders of our common stock and any other class or series of our
stock ranking junior to the Series A Preferred Stock, payment of an amount equal to the sum of (i)
the $25,000 liquidation preference amount per share and (ii) the amount of any accrued and unpaid
dividends on the Series A Preferred Stock (including dividends accrued on any unpaid dividends). To
the extent the assets or proceeds available for distribution to shareholders are not sufficient to
fully pay the liquidation payments owing to the holders of the Series A Preferred Stock and the
holders of any other class or series of our stock ranking equally with the Series A Preferred
Stock, the holders of the Series A Preferred Stock and such other stock will share ratably in the
distribution.
For purposes of the liquidation rights of the Series A Preferred Stock, neither our merger or
our consolidation with another entity nor the sale, lease or exchange of all or substantially all
of our assets will constitute the liquidation, dissolution or winding up of our affairs.
Redemptions and Repurchases
The Series A Preferred Stock is redeemable at our option, subject to prior approval by the
Board of Governors of the Federal Reserve System or its delegee (the "Federal Reserve") and/or
Treasury in whole or in part at a redemption price equal to 100% of the liquidation preference
amount of $25,000 per share plus any accrued and unpaid dividends to but excluding the date of
redemption (including dividends accrued on any unpaid dividends), provided that any declared but
unpaid dividend payable on a redemption date that occurs subsequent to the record date for the
dividend will be payable to the holder of record of the redeemed shares on the dividend record
date, and provided further that the Series A Preferred Stock may be redeemed prior to the first
dividend payment date falling after the third anniversary of the original issuance date (i.e.,
prior to February 15, 2012) only if (i) we have raised aggregate gross proceeds in one or more
Qualified Equity Offerings of at least the Minimum Amount and (ii) the aggregate redemption price
of the Series A Preferred Stock does not exceed the aggregate net proceeds from such Qualified
Equity Offerings by us and any successor. The "Minimum Amount" means $12,500,000 plus, in the event
we are succeeded in a business combination by another entity which also participated in the TARP
Capital Purchase Program, 25% of the aggregate liquidation preference amount of the preferred stock
issued by that entity to Treasury. A "Qualified Equity Offering" is defined as the sale for cash by
us (or our successor) of preferred stock or common stock that qualifies as Tier 1 capital under
applicable regulatory capital guidelines.
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To exercise the redemption right described above, we must give notice of the redemption to the
holders of record of the Series A Preferred Stock by first class mail, not less than 30 days and
not more than 60 days before the date of redemption. Each notice of redemption given to a holder of
Series A Preferred Stock must state: (i) the redemption date; (ii) the number of shares of Series A
Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price;
and (iv) the place or places where certificates for such shares are to be surrendered for payment
of the redemption price. In the case of a partial redemption of the Series A Preferred Stock, the
shares to be redeemed will be selected either pro rata or in such other manner as our board of
directors determines to be fair and equitable.
The Purchase Agreement between us and Treasury provides that so long as Treasury continues to
own any shares of Series A Preferred Stock, we may not repurchase any shares of Series A Preferred
Stock from any other holder of such shares unless we offer to repurchase a ratable portion of the
shares of Series A Preferred Stock then held by Treasury on the same terms and conditions.
Shares of Series A Preferred Stock that we redeem, repurchase or otherwise acquire will revert
to authorized but unissued shares of preferred stock, which may then be reissued by us as any
series of preferred stock other than the Series A Preferred Stock.
No Conversion Rights
Holders of the Series A Preferred Stock have no right to exchange or convert their shares into
common stock or any other securities.
Voting Rights
The holders of the Series A Preferred Stock do not have voting rights other than those
described below, except to the extent specifically required by Florida law.
Whenever dividends have not been paid on the Series A Preferred Stock for six or more
quarterly dividend periods, whether or not consecutive, the authorized number of our directors will
automatically increase by two and the holders of the Series A Preferred Stock will have the right,
with the holders of shares of any other classes or series of Voting Parity Stock outstanding at the
time, voting together as a class, to elect two directors (the "Preferred Directors") to fill such
newly created directorships at our next annual meeting of shareholders (or at a special meeting
called for that purpose prior to the next annual meeting) and at each subsequent annual meeting of
shareholders until all accrued and unpaid dividends for all past dividend periods on all
outstanding shares of Series A Preferred Stock have been paid in full at which time this right will
terminate with respect to the Series A Preferred Stock, subject to revesting in the event of each
and every subsequent default by us as described above.
No person may be elected as a Preferred Director who would cause us to violate any corporate
governance requirements of any securities exchange or other trading facility on which our
securities may then be listed or traded that listed or traded companies must have a majority of
independent directors.
Upon any termination of the right of the holders of the Series A Preferred Stock and Voting
Parity Stock as a class to vote for directors as described above, the Preferred Directors will
cease to be qualified as directors, the terms of office of all Preferred Directors then in office
will terminate immediately and the authorized number of directors will be reduced by the number of
Preferred Directors which had been elected by the holders of the Series A Preferred Stock and the
Voting Parity Stock. Any Preferred Director may be removed at any time, with or without cause, and
any vacancy created by such a removal may be filled, only by the affirmative vote of the holders a
majority of the outstanding shares of Series A Preferred Stock voting separately as a class
together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such
holders described above are then exercisable. If the office of any Preferred Director becomes
vacant for any reason other than removal from office, the remaining Preferred Director may choose a
successor who will hold office for the unexpired term of the office in which the vacancy occurred.
The term "Voting Parity Stock" means with regard to any matter as to which the holders of the
Series A Preferred Stock are entitled to vote, any series of Parity Stock (as defined under "—
Dividends-Priority of
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Dividends") upon which voting rights similar to those of the Series A Preferred Stock have
been conferred and are exercisable with respect to such matter. We currently have no outstanding
shares of Voting Parity Stock.
If holders of the Series A Preferred Stock obtain the right to elect two directors and if the
Federal Reserve deems the Series A Preferred Stock a class of "voting securities," (a) any bank
holding company that is a holder may be required to obtain the approval of the Federal Reserve to
acquire more than 5% of the Series A Preferred Stock and (b) any person may be required to obtain
the approval of the Federal Reserve to acquire or retain 10% or more of the then outstanding shares
of Series A Preferred Stock.
In addition to any other vote or consent required by Florida law or by our Articles of
Incorporation, the vote or consent of the holders of at least 66 2/3% of the outstanding shares of
Series A Preferred Stock, voting as a separate class, is required in order to do the following:
•
amend our Articles of Incorporation to authorize or create or increase the
authorized amount of, or any issuance of, any shares of, or any securities convertible
into or exchangeable or exercisable for shares of, any class or series of stock ranking
senior to the Series A Preferred Stock with respect to the payment of dividends and/or
the distribution of assets on our liquidation, dissolution or winding up; or
•
amend our Articles of Incorporation in a way that adversely affects the rights,
preferences, privileges or voting powers of the Series A Preferred Stock; or
•
consummate a binding share exchange or reclassification involving the Series A
Preferred Stock or our merger or consolidation with another entity, unless (i) the
shares of Series A Preferred Stock remain outstanding or, in the case of a merger or
consolidation in which we are not the surviving or resulting entity, are converted into
or exchanged for preference securities of the surviving or resulting entity or its
ultimate parent, and (ii) the shares of Series A Preferred Stock remaining outstanding
or such preference securities, have such rights, preferences, privileges, voting
powers, limitations and restrictions, taken as a whole, as are not materially less
favorable than the rights, preferences, privileges, voting powers, limitations and
restrictions of the Series A Preferred Stock prior to consummation of the transaction,
taken as a whole;
provided
,
however
, that (1) any increase in the amount of our authorized but unissued shares of
preferred stock, and (2) the creation and issuance, or an increase in the authorized or issued
amount, of any other series of preferred stock, or any securities convertible into or exchangeable
or exercisable for any other series of preferred stock, ranking equally with and/or junior to the
Series A Preferred Stock with respect to the payment of dividends, whether such dividends are
cumulative or non-cumulative and the distribution of assets upon our liquidation, dissolution or
winding up, will not be deemed to adversely affect the rights, preferences, privileges or voting
powers of the Series A Preferred Stock and will not require the vote or consent of the holders of
the Series A Preferred Stock.
To the extent holders of the Series A Preferred Stock are entitled to vote, holders of shares
of the Series A Preferred Stock will be entitled to one vote for each share then held.
The voting provisions described above will not apply if, at or prior to the time when the vote
or consent of the holders of the Series A Preferred Stock would otherwise be required, all
outstanding shares of the Series A Preferred Stock have been redeemed by us or called for
redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the
holders of Series A Preferred Stock to effect the redemption.
Series B Preferred Stock
Dividends
Rate.
Holders of shares of outstanding Series B Preferred Stock are entitled to receive,
when, as and if declared by our board of directors out of our legally available funds,
noncumulative dividends in arrears at the rate per annum of 15% per share on the liquidation amount
(equivalent to $150.00 per annum per share), payable semi-annually on each dividend payment date
beginning on October 15, 2010 until the Series B Preferred Stock is converted into common stock, or
the conversion date. If, as provided in "—Mandatory Conversion — Conversion
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Procedures" below, any outstanding shares of Series B Preferred Stock are not converted on the
conversion date, each such share of Series B Preferred Stock, while outstanding, shall, upon and
following the conversion date bear noncumulative dividends payable, when, as and if declared by our
board of directors, at the same date and in amounts equal to the number of shares of common stock
into which each share of Series B Preferred Stock is then convertible, multiplied by the dividend
declared and payable per share of common stock. Dividends are payable on a dividend payment date to
holders that are record holders of the applicable record date with respect to such dividend payment
date, but only to the extent a dividend has been declared to be payable on such dividend payment
date. If any dividend payment date is not a business day, the dividend payable on such date shall
be paid on the next business day without adjustment and without interest. Dividends payable for any
period other than a full dividend period (based on the number of actual days elapsed during the
period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve
30-day months.
Dividends on the Series B Preferred Stock are not cumulative
. To the extent that our board of
directors does not declare and pay dividends on the Series B Preferred Stock for a dividend period
prior to the related dividend payment date, in full or otherwise, such unpaid dividend shall not
accrue and shall cease to be payable. We have no obligation to pay dividends for such dividend
period after the dividend payment date for such dividend period or to pay interest (or any other
sum of money in lieu of interest) with respect to such dividends, whether or not we declare
dividends on the Series B Preferred Stock for any subsequent dividend period.
Junior Stock and Parity Stock.
Prior to conversion, no dividend shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any outstanding share of any Junior
Stock. So long as any share of Series B Preferred Stock remains outstanding, no dividend or
distribution shall be declared or paid on the common stock or any other shares of Junior Stock
(other than dividends payable solely in shares of common stock) or Parity Stock, except as
described below in the case of Parity Stock, and no common stock, Junior Stock or Parity Stock
shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by us
or any of our subsidiaries unless all dividends on all outstanding shares of the Series B Preferred
Stock for any dividend period have been declared and paid in full (or have been declared and a sum
sufficient for the payment thereof has been set aside for the benefit of the holders of shares of
Series B Preferred Stock on the applicable record date). Such limitation shall not apply to (i) any
dividends or distributions of rights or Junior Stock in connection with a shareholders' rights plan
or any redemption or repurchase of rights pursuant to any shareholders' rights plan; (ii) the
acquisition by us or any of our subsidiaries of record ownership in Junior Stock or Parity Stock
for the beneficial ownership of any other persons (other than for the beneficial ownership by us or
any of our subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion
of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock
(with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the
extent required pursuant to binding contractual agreements entered into prior to April 9, 2010 or
any subsequent agreement for the accelerated exercise, settlement or exchange thereof for common
stock.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside
for the benefit of the holders thereof on the applicable record date) on any dividend payment date
(or, in the case of Parity Stock having dividend payment dates different from the dividend payment
dates, on a dividend payment date falling within a dividend period related to such dividend payment
date) in full upon shares of Series B Preferred Stock and any shares of Parity Stock, all dividends
declared on shares of Series B Preferred Stock and all such Parity Stock and payable on such
dividend payment date (or, in the case of Parity Stock having dividend payment dates different from
the dividend payment dates, on a dividend payment date falling within the dividend period related
to such dividend payment date) shall be declared pro rata so that the respective amounts of such
dividends declared shall bear the same ratio to each other as full dividends payable on the Series
B Preferred Stock for such dividend period and all Parity Stock payable on such dividend payment
date (or, in the case of Parity Stock having dividend payment dates different from the dividend
payment dates, on a dividend payment date falling within the dividend period related to such
dividend payment date) (subject to their having been declared by our board of directors out of
legally available funds and including, in the case of Parity Stock that bears cumulative dividends,
all accrued but unpaid dividends) bear to each other. If our board of directors determines not to
pay any dividend or a full dividend on a dividend payment date, we will provide written notice to
the holders of shares of Series B Preferred Stock prior to such dividend payment date.
If, at any dividend payment date, we are prohibited by applicable governmental or regulatory
authority from paying dividends on the Series B Preferred Stock, but are permitted to pay dividends
on our outstanding
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Series A Preferred Stock, we may pay dividends on shares of the Series A Preferred Stock without giving
pro rata effect to accrued dividends with respect to the Series B Preferred Stock.
If the conversion date with respect to any share of Series B Preferred Stock is on or prior to
October 15, 2010, the holder of such share of Series B Preferred Stock will not have any right to
receive any dividends on the Series B Preferred Stock with respect to such dividend period, whether
upon conversion or otherwise.
All dividends on shares of Series B Preferred Stock, whether or not for a current dividend
period or any prior dividend period, paid on shares of Series B Preferred Stock shall be made in
cash. No fractional shares of common stock shall be delivered to holders in payment or partial
payment of a dividend.
Prior to the close of business on the conversion date, shares of common stock issuable upon
the mandatory conversion thereof, or other securities issuable upon conversion of, such share of
Series B Preferred Stock shall not be deemed outstanding for any purpose, and the holder thereof
shall have no rights with respect to the common stock or other securities issuable upon conversion
(including voting rights and rights to respond to tender offers for the common stock) by virtue of
holding such share of Series B Preferred Stock.
Mandatory Conversion
Effective as of the close of business on the fifth (5th) business day following the date on
which the shareholder approvals have been received, which is the conversion date, with respect to
Series B Preferred Stock, all shares of Series B Preferred Stock shall automatically convert into
shares of common stock. The number of shares of common stock into which a share of Series B
Preferred Stock shall be convertible shall be determined by dividing the liquidation amount by the
conversion price, which is $1.45, subject to adjustment as described under "—Conversion Price
Adjustment" plus cash in lieu of fractional shares;
provided that
, the number of shares of common
stock to be issued to any holder shall be issued to the extent (but only to the extent) that the
issuance of such shares of common stock would not (i) cause or result in such holder and its
affiliates, collectively, being deemed to own, control or have the power to vote or dispose of
securities which would represent more than 9.99% of the voting securities of any class or series of
our capital stock outstanding at such time, (ii) otherwise cause such holder or any of its
affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC
Act or any similar state or federal statute or (iii) require such holder or any of its affiliates
to obtain the prior approval of any bank regulator;
provided, further
, that any shares of common
stock that would otherwise be issued to the holder upon conversion of shares of Series B Preferred
Stock held by such holder, but cannot be issued to such holder at the time of conversion as a
result of the ownership limit, shall thereafter be issued to such holder on the first date on which
such issuance would not cause or result in a violation of the ownership limit, and, provided
further, that such restriction on conversion does not apply to any bank holding company controlling
us as of April 9, 2010. Upon the conversion date, the certificate representing shares of Series B
Preferred Stock shall represent solely the right to receive the number of shares of common stock
(plus cash in lieu of fractional shares) issuable upon the conversion date for each share of Series
B Preferred Stock held.
Conversion Price Adjustment
The conversion price of the Series B Preferred Stock is subject to customary anti-dilution
adjustments, including in connection with stock dividends or distributions in shares of our common stock
or subdivisions, splits and combinations of our common stock.
Liquidation Rights
Voluntary or Involuntary Liquidation
. In the event of any liquidation, dissolution or winding
up of our affairs, whether voluntary or involuntary, each holder of shares of Series B Preferred
Stock shall be entitled to receive for each share of Series B Preferred Stock, out of our assets or
proceeds thereof (whether capital or surplus) available for distribution to our stockholders,
subject to the rights of any of our creditors, before any distribution of such assets or proceeds
is made to or set aside for the holders of common stock and any other of our Junior Stock, payment
in full in an amount equal to the sum of (i) liquidation amount per share of Series B Preferred
Stock and (ii) any declared and unpaid dividends on such share to the extent provided under
"—Dividends" above.
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Partial Payment.
If in any distribution of our assets or proceeds are not sufficient to pay in
full the amounts payable with respect to all outstanding shares of Series B Preferred Stock and the
corresponding amounts payable with respect of any other of our stock ranking equally with Series B
Preferred Stock as to such distribution, holders of Series B Preferred Stock and the holders of
such other stock shall share ratably in any such distribution in proportion to the full respective
distributions (including, if applicable, dividends on such amount) to which they are entitled.
Residual Distributions
. If the liquidation preference has been paid in full to all holders of
Series B Preferred Stock and the corresponding amounts payable with respect of any other of our
stock ranking equally with Series B Preferred Stock as to such distribution has been paid in full,
the holders of the Series B Preferred Stock will have no right or claim to any of the remaining of
our assets (or proceeds thereof).
Merger, Consolidation and Sale of Assets Not Liquidation
. For purposes of this Section, our
potential merger or consolidation with any other corporation or other entity, including a merger or
consolidation in which the holders of shares of Series B Preferred Stock receive cash, securities
or other property for their shares, or the sale, lease, or exchange (for cash, securities or other
property) or pledge of all or substantially all of our assets, shall not constitute our
liquidation, dissolution or winding up.
Voting Rights
General
. The holders of shares of Series B Preferred Stock shall not have any voting rights
except as set forth in the articles of incorporation or as otherwise from time to time required by
law. Holders of shares of Series B Preferred Stock will be entitled to one vote for each such share
on any matter on which holders of shares of Series B Preferred Stock are entitled to vote,
including any action by written consent.
So long as any shares of Series B Preferred Stock are outstanding, in addition to any other
vote or consent of stockholders required by law or by our Articles, the affirmative vote or consent
of the holders of at least 66 2/3% of the shares of Series B Preferred Stock at the time
outstanding, voting as a separate class, given in person or by proxy, by vote at any meeting called
for the purpose, shall be necessary for effecting or validating:
•
Authorization of Senior Stock
. Any amendment or alteration of the Articles or any
articles of amendment thereto to authorize or create or increase the authorized amount of,
or any issuance of, any shares of, or any securities convertible into or exchangeable or
exercisable for shares of, any class or series of our capital stock ranking senior to the
Series B Preferred Stock with respect to either or both the payment of dividends and/or the
distribution of assets on any liquidation, dissolution or winding up;
•
Amendment of Series B Preferred Stock
. Any amendment, alteration or repeal of any
provision of the Articles or these Articles of Amendment thereto (including, unless no vote
on such merger or consolidation is required by clause (iii) below, any amendment,
alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely
affect the rights, preferences, privileges or voting powers of shares of Series B Preferred
Stock; or
•
Share Exchanges, Reclassifications, Mergers and Consolidations
. Any consummation of a
binding share exchange or reclassification involving the shares of Series B Preferred
Stock, or of our merger or consolidation with another corporation or other entity, unless
in each case (x) the shares of Series B Preferred Stock remain outstanding or, in the case
of any such merger or consolidation with respect to which we are not the surviving or
resulting entity, are converted into or exchanged for preference securities of the
surviving or resulting entity or its ultimate parent, and (y) such shares remaining
outstanding or such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, taken
as a whole, as are not materially less favorable to the holders thereof than the rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, of
shares of Series B Preferred Stock immediately prior to such consummation, taken as a
whole;
provided, however
, that for all purposes of this Section, the creation and issuance, or an increase
in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise,
of any other series of Preferred Stock,
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or any securities convertible into or exchangeable or exercisable for any other series of Preferred
Stock, ranking equally with and/or junior to Series B Preferred Stock with respect to the payment
of dividends (whether such dividends are cumulative or noncumulative) and the distribution of
assets upon our liquidation, dissolution or winding up will not be deemed to adversely affect the
rights, preferences, privileges or voting powers, and shall not require the affirmative vote or
consent of, the holders of outstanding shares of the Series B Preferred Stock.
Procedures for Voting and Consents
. The rules and procedures for calling and conducting any
meeting of the holders of Series B Preferred Stock (including, without limitation, the fixing of a
record date in connection therewith), the solicitation and use of proxies at such a meeting, the
obtaining of written consents and any other aspect or matter with regard to such a meeting or such
consents shall be governed by any rules of the board of directors, in its discretion, may adopt
from time to time, which rules and procedures shall conform to the requirements of our Articles,
our Bylaws and applicable law and the rules of any national securities exchange or other trading
facility on which Series B Preferred Stock is listed or traded at the time.
Preferred Stock Directors
. Whenever, at any time or times, dividends payable on the shares of
Series B Preferred Stock, if any shares of Series B Preferred Stock remain outstanding, have not
been paid for an aggregate of three or more dividend periods, in each case whether or not
consecutive, the authorized number of our directors shall automatically be increased by two and the
holders of the Series B Preferred Stock shall have the right, together with holders of any one or
more other classes or series of voting parity stock outstanding at the time, voting together as a
class, to elect two directors to fill such newly created directorships at our next annual meeting
of shareholders (or at a special meeting called for that purpose prior to such next annual meeting)
and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for
all past dividend periods, including the latest completed dividend period, on all outstanding
shares of Series B Preferred Stock have been declared and paid in full.
Further, if any other class or series of voting parity stock at any time has the right to
elect such a preferred director, holders of Series B Preferred Stock will have the right, together
with holders of all classes or series of voting parity stock, to elect such preferred director. The
voting rights with respect to such preferred directors are subject to the terms and limitations of
such rights set forth in the Series A Preferred Stock Articles of Amendment.
No Sinking Fund
The shares of Series B Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. Holders of shares of Series B Preferred Stock will have
no right to require redemption or repurchase of any shares of Series B Preferred Stock.
Redemption by the Corporation
The Series B Preferred Stock shall not be redeemable by us. In all events, any repurchase or
redemption of Series B Preferred Stock shall be subject to the prior approval of our primary
federal banking regulator, if required by applicable law or regulation or if such approval is a
requirement to the Series B Preferred Stock being classified as Tier 1 capital (or the equivalent)
for bank regulatory purposes, together with any other required regulatory approvals.
Treasury Warrant
We issued a Warrant to the Treasury on December 19, 2008 concurrent with our sale to Treasury
of 2,000 shares of Series A Preferred Stock pursuant to the TARP Capital Purchase Program.
General
The Warrant gives the holder the right to initially purchase up to 1,179,245 shares of our
common stock at an exercise price of $6.36 per share. After our August 2009 common stock offering
the warrant was reduced to 589,623 shares of our common stock at an exercise price of $6.36 per
share. Subject to the limitations on exercise to which Treasury is subject described under "—
Transferability," the Warrant is immediately exercisable and expires on December 19, 2018. The
exercise price may be paid (i) by having us withhold from the shares of common stock
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that would otherwise be issued to the warrant holder upon exercise, a number of shares of
common stock having a market value equal to the aggregate exercise price or (ii) if both we and the
warrant holder consent, in cash.
Possible Reduction in Number of Shares
If we (or any successor to us by a business combination) complete one or more Qualified Equity
Offerings (as defined under "Description of Series A Preferred Stock — Redemption and
Repurchases") prior to December 31, 2009 resulting in aggregate gross proceeds of at least $50.0
million, the number of shares of common stock underlying the Warrant then held by Treasury will be
reduced by 50%. The number of shares subject to the Warrant are subject to further adjustment as
described below under "— Other Adjustments."
Transferability
The Warrant is not subject to any restrictions on transfer; however, Treasury may not transfer
or exercise the Warrant with respect to more than one-half of the shares underlying the Warrant
until the earlier of (i) the date on which we (or any successor to us by a business combination)
have received aggregate gross proceeds of at least $50.0 million from one or more Qualified Equity
Offerings (including those by any successor to us by a business combination) and (ii) December 31,
2009.
Voting of Warrant Shares
Treasury has agreed that it will not vote any of the shares of common stock that it acquires
upon exercise of the Warrant. This restriction does not apply to any other person who acquires any
portion of the Warrant, or the shares of common stock underlying the Warrant, from Treasury.
Other Adjustments
The exercise price of the Warrant and the number of shares underlying the Warrant
automatically adjust upon the following events:
•
any stock split, stock dividend, subdivision, reclassification or combination of our
common stock;
•
until the earlier of (i) the date on which Treasury no longer holds any portion of
the Warrant and (ii) December 19, 2011, issuance of our common stock (or securities
convertible into our common stock) for consideration (or having a conversion price per
share) less than 90% of then current market value, except for issuances in connection
with benefit plans, business acquisitions and public or other broadly marketed
offerings;
•
a pro rata repurchase by us of our common stock; or
•
a determination by our board of directors to make an adjustment to the anti-dilution
provisions as are reasonably necessary, in the good faith opinion of the board, to
protect the purchase rights of the warrant holders.
In addition, if we declare any dividends or distributions on our common stock other than our
historical, ordinary cash dividends, dividends paid in our common stock and other dividends or
distributions covered by the first bullet point above, the exercise price of the Warrant will be
adjusted to reflect such distribution.
In the event of any merger, consolidation, or other business combination to which we are a
party, the Warrant holder's right to receive shares of our common stock upon exercise of the
Warrant will be converted into the right to exercise the Warrant to acquire the number of shares of
stock or other securities or property (including cash) which the common stock issuable upon
exercise of the Warrant immediately prior to such business combination would have been entitled to
receive upon consummation of the business combination. For purposes of the provision described in
the preceding sentence, if the holders of our common stock have the right to elect the amount or
type of consideration to be received by them in the business combination, then the consideration
that the Warrant holder will be entitled to receive upon exercise will be the amount and type of
consideration received by a majority of the holders of the common stock who affirmatively make an
election.
No Rights as Shareholders
The Warrant does not entitle its holder to any of the rights of our shareholders.
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ANTI-TAKEOVER EFFECTS OF CERTAIN ARTICLES OF INCORPORATION PROVISIONS
Our Articles of Incorporation contain certain provisions that make it more difficult to
acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise.
These provisions are designed to encourage persons seeking to acquire control of us to negotiate
with our directors. We believe that, as a general rule, the interests of our shareholders would be
best served if any change in control results from negotiations with our directors.
Our Articles of Incorporation provide for a classified board to which approximately one-third
of our board of directors is elected each year at our annual meeting of shareholders. Accordingly,
our directors serve three-year terms rather than one-year terms. The classification of our board of
directors has the effect of making it more difficult for shareholders to change the composition of
our board of directors. At least two annual meetings of shareholders, instead of one, will
generally be required to effect a change in a majority of our board of directors. Such a delay may
help ensure that our directors, if confronted by a holder attempting to force a proxy contest, a
tender or exchange offer, or an extraordinary corporate transaction, would have sufficient time to
review the proposal as well as any available alternatives to the proposal and to act in what they
believe to be the best interests of our shareholders. The classification provisions apply to every
election of directors, however, regardless of whether a change in the composition of our board of
directors would be beneficial to us and our shareholders and whether or not a majority of our
shareholders believe that such a change would be desirable.
The classification of our board of directors could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise attempting to
obtain control of us, even though such an attempt might be beneficial to us and our shareholders.
The classification of our board of directors could thus increase the likelihood that incumbent
directors will retain their positions. In addition, because the classification of our board of
directors may discourage accumulations of large blocks of our stock by purchasers whose objective
is to take control of us and remove a majority of our board of directors, the classification of our
board of directors could tend to reduce the likelihood of fluctuations in the market price of our
common stock that might result from accumulations of large blocks of our common stock for such a
purpose. Accordingly, our shareholders could be deprived of certain opportunities to sell their
shares at a higher market price than might otherwise be the case.
Our Articles of Incorporation require the affirmative vote of the holders of not less than
two-thirds of all the shares of our stock outstanding and entitled to vote generally in the
election of directors in addition to the votes required by law or elsewhere in the Articles of
Incorporation, the bylaws or otherwise, to approve: (a) any sale, lease, transfer, purchase and
assumption of all or substantially all of our consolidated assets and/or liabilities, (b) any
merger, consolidation, share exchange or similar transaction of the Company, or any merger of any
significant subsidiary, into or with another person, or (c) any reclassification of securities,
recapitalization or similar transaction that has the effect of increasing other than pro rata with
the other shareholders, the proportionate amount of shares that is beneficially owned by an
Affiliate (as defined in our Articles of Incorporation). Any business combination described above
may instead be approved by the affirmative vote of a majority of all the votes entitled to be cast
on the plan of merger if such business combination is approved and recommended to the shareholders
by (x) the affirmative vote of two-thirds of our board of directors, and (y) a majority of the
Continuing Directors (as defined in our Articles of Incorporation).
Our Articles of Incorporation also contain additional provisions that may make takeover
attempts and other acquisitions of interests in us more difficult where the takeover attempt or
other acquisition has not been approved by our board of directors. These provisions include:
•
A requirement that any change to our Articles of Incorporation relating to the
structure of our board of directors, certain anti-takeover provisions and shareholder
proposals must be approved by the affirmative vote of holders of two-thirds of the
            shares outstanding and entitled to vote;
•
A requirement that any change to our bylaws, including any change relating to the
number of directors, must be approved by the affirmative vote of either (a) (i)
two-thirds of our board of directors, and (ii) a majority of the Continuing Directors
(as defined in our Articles of Incorporation) or (b) two-thirds of the shares entitled
to vote generally in the election of directors;
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•
A requirement that shareholders may call a meeting of shareholders on a proposed
issue or issues only up the receipt by us from the holders of 50% of all shares
entitled to vote on the proposed issue or issues of signed and dated written demands
for the meeting describing the purpose for which it is to be held; and
•
A requirement that a shareholder wishing to submit proposals for a shareholder vote
or nominate directors for election comply with certain procedures, including advanced
notice requirements.
Our Articles of Incorporation provide that, subject to the rights of any holders of our
preferred stock to act by written consent instead of a meeting, shareholder action may be taken
only at an annual meeting or special meeting of the shareholders and may not be taken by written
consent. The Articles of Incorporation also include provisions that make it difficult to replace
directors. Specifically, directors may be removed only for cause and only upon the affirmative vote
at a meeting duly called and held for that purpose upon not less than 30 days' prior written notice
of two-thirds of the shares entitled to vote generally in the election of directors. In addition,
any vacancies on the board of directors for any reason, and any newly created directorships
resulting from any increase in the number of directors, may be filled only by the board of
directors (except if no directors remain on the board, in which case the shareholders may act to
fill the vacant board).
We believe that the power of our board of directors to issue additional authorized but
unissued shares of our common stock or preferred stock without further action by our shareholders,
unless required by applicable law or the rules of any stock exchange or automated quotation system
on which our securities may be listed or traded, will provide us with increased flexibility in
structuring possible future financings and acquisitions and in meeting other needs that might
arise. Our board of directors could authorize and issue a class or series of stock that could,
depending upon the terms of such class or series, delay, defer or prevent a transaction or a change
in control of us that might involve a premium price for holders of our common stock or that our
shareholders otherwise consider to be in their best interest.
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PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to time by the selling
stockholders. The term "selling stockholders" includes donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this prospectus from the selling
stockholders as a gift, pledge, partnership distribution or other non-sale related transfer. The
selling stockholders will act independently of us in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and under terms then prevailing or at prices
related to the then current market price or in negotiated transactions. The selling stockholders
may sell shares by one or more of, or a combination of, the following methods:
•
purchases by a broker-dealer as principal and resale by such broker-dealer for its
own account pursuant to this prospectus;
•
ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
•
block trades in which the broker-dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;
•
an over-the-counter distribution in accordance with the rules of the NASDAQ Stock
Market;
•
privately negotiated transactions;
•
options transactions or through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;
•
covering short sales made after the date that this registration statement is
declared effective by the SEC;
•
broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
•
a combination of any such methods of sale; and
•
any other method permitted pursuant to the applicable law.
In addition, any shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In connection with distributions of the shares or
otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the course of hedging the
positions they assume with the selling stockholders. The selling stockholders may also sell the
common stock short and redeliver the shares to close out such short positions. The selling
stockholders may also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). The selling stockholders may also pledge shares to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or other financial institution, may
effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange
for other broker-dealers to participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the selling stockholders in amounts to be negotiated immediately
prior to the sale.
In offering the shares covered by this prospectus, the selling stockholders and any
broker-dealers who execute sales for the selling stockholders may be deemed to be "underwriters"
within the meaning of the Securities
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Act in connection with such sales. Any profits realized by the selling stockholders and the
compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, if applicable, the shares must
be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition,
in certain states the shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is
available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and its affiliates. In addition, we will make copies of this prospectus
available to the selling stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus supplement will be
distributed that will set forth the number of shares being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling price to the
public.
We have agreed to indemnify the selling stockholders against certain liabilities, including
certain liabilities under the Securities Act.
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LEGAL MATTERS
The validity of the common stock will be passed upon for us by Crary, Buchanan, Bowdish,
Bovie, Beres, Elder & Williamson, Chartered. We have also been represented by Jones Day.
EXPERTS
The consolidated financial statements of Seacoast Banking Corporation of Florida as of
December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31,
2009, and management's assessment of the effectiveness of internal control over financial reporting
as of December 31, 2009 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution
The following table sets forth the fees and expenses payable in connection with the
registration of the securities being registered hereby. All amounts are estimates except the SEC
registration fee.
Amount to
be Paid
SEC Registration Fee
$
4,290.30
Legal Fees and Expenses
50,000.00
Accounting Fees and Expenses
3,750.00
Miscellaneous Expenses
10,000.00
Total
$
68,040.30
Item 14.
Indemnification of Directors and Officers
The Florida Act permits, under certain circumstances, the indemnification of any person with
respect to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which such person was or is a party or is threatened
to be made a party, by reason of his or her being an officer, director, employee or agent of the
corporation, or is or was serving at the request of, such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including appeals thereof; provided,
however, that the officer, director, employee or agent acted in good faith and in a manner that he
or she reasonably believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any such third-party action by judgment, order,
settlement, or conviction or upon a plea of
nolo contendere
or its equivalent does not, of itself,
create a presumption that the person (i) did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation or (ii) with
respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
In the case of proceedings by or in the right of the corporation, the Florida Act permits for
indemnification of any person by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of, such corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability incurred in connection with such proceeding, including appeals
thereof;
provided, however
, that the officer, director, employee or agent acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification is made where such person is adjudged liable,
unless a court of competent jurisdiction determines that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
To the extent that such person is successful on the merits or otherwise in defending against
any such proceeding, the Florida Act provides that he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
Also, under the Florida Act, expenses incurred by an officer or director in defending a civil
or criminal proceeding may be paid by the corporation in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
amount if he or she is ultimately found not to be entitled to indemnification by the corporation
pursuant to this section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
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Our amended and restated bylaws contain indemnification provisions similar to the Florida Act,
and further provide that we may purchase and maintain insurance on behalf of our directors,
officers, employees and agents in their capacities as such, or serving at the request of us,
against any liabilities asserted against such persons whether or not we would have the power to
indemnify such persons against such liability under our amended and restated bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to our directors and officers, or to persons controlling us, pursuant to our amended and restated
bylaws or the Florida Act, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
In addition to the authority granted to us by the Florida Act to indemnify our directors,
certain other provisions of the Florida Act have the effect of further limiting the personal
liability of our directors. Pursuant to the Florida Act, a director of a Florida corporation cannot
be held personally liable for monetary damages to the corporation or any other person for any act
or failure to act regarding corporate management or policy except in the case of certain qualifying
breaches of the director's duties.
We have purchased certain liability insurance for our officers and directors.
Item 15.
Recent Sales of Unregistered Securities
On December 19, 2008, we entered into a purchase agreement with the United States Department
of the Treasury, pursuant to which we agreed to issue and sell (i) 2,000 shares of our Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, par value $0.10 per share and (ii) a warrant to
purchase 1,179,245 shares of our common stock, par value $0.10 per share, for an aggregate purchase
price of $50,000,000 in cash. These securities were sold in a transaction exempt from the
registration requirements of the Securities Act in reliance on Section (4)(2) of the Securities
Act. The purchaser in such transaction was an "accredited investor" within the meaning of Rule 501
of Regulation D promulgated under the Securities Act.
On December 17, 2009, we sold 6,000,000 shares of our common stock to CapGen Capital Group III
LP, or CapGen, pursuant to a Stock Purchase Agreement, dated as of October 23, 2009, between us and
CapGen. We received total gross proceeds of $13.5 million from the sale. These securities were
sold in a transaction exempt from the registration requirements of the Securities Act in reliance
on Section (4)(2) of the Securities Act. The purchaser in such transaction was an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
On April 9, 2010, we entered into an Investment Agreement, dated as of April 8, 2010, with
certain investors for the purchase of $50 million of our Series B Mandatorily Convertible
Noncumulative Nonvoting Preferred Stock, or Series B Preferred Stock. The Series B Preferred
Stock was sold in a transaction exempt from the registration requirements of the Securities Act in
reliance on Section (4)(2) of the Securities Act. The purchasers in such transaction were
"accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act.
Item 16.
Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
Number
Description
3.1
Amended and Restated Articles of Incorporation
Incorporated herein by reference from the Company's Quarterly Report of Form 10-Q, filed on  May 10, 2006.
3.2
Amended and Restated By-laws of the Corporation
Incorporated herein by reference from the Company's Form 8-K, filed on  December 21, 2007.
3.3
Articles of Amendment to the Amended and Restated Articles of Incorporation
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Exhibit
Number
Description
Incorporated herein by reference from the Company's Form 8-K, filed on  December 23,
2008.
3.4
Articles of Amendment to the Amended and Restated Articles of Incorporation
Incorporated herein by reference to the Company's Registration Statement on Form S-1,
filed on  June 22, 2009.
3.5
Articles of Amendment to the Amended and Restated Articles of Incorporation
Incorporated herein by reference to the Company's Form 8-K, filed on  July 20, 2009.
3.6
Articles of Amendment to the Amended and Restated Articles of Incorporation
Incorporated herein by reference to the Company's Form 8-K, filed on  December 3, 2009.
3.7
Articles of Amendment to the Amended and Restated Articles of Incorporation
Incorporated herein by reference to the Company's Form 8-K, filed on  April 13, 2010.
4.1
Specimen Common Stock Certificate
Incorporated herein by reference from the Company's Form 10-K, filed on  March 28, 2003.
4.2
Junior Subordinated Indenture
Dated as of March 31, 2005, between the Company and Wilmington Trust Company, as
Trustee (including the form of the Floating Rate Junior Subordinated Note, which
appears in Section 2.1 thereof), incorporated herein by reference from the Company's
Form 8-K, filed on  April 5, 2005.
4.3
Guarantee Agreement
Dated as of March 31, 2005 between the Company, as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee, incorporated herein by reference from the Company's
Form 8-K, filed on  April 5, 2005.
4.4
Amended and Restated Trust Agreement
Dated as of March 31, 2005, among the Company, as Depositor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee and the
Administrative Trustees named therein, as Administrative Trustees (including exhibits
containing the related forms of the SBCF Capital Trust I Common Securities
Certificate and the Preferred Securities Certificate), incorporated herein by
reference from the Company's Form 8-K, filed on  April 5, 2005.
4.5
Indenture
Dated as of December 16, 2005, between the Company and U.S. Bank National
Association, as Trustee (including the form of the Junior Subordinated Debt Security,
which appears as Exhibit A to the Indenture), incorporated herein by reference from
the Company's Form 8-K, filed on  December 21, 2005.
4.6
Guarantee Agreement
Dated as of December 16, 2005, between the Company, as Guarantor, and U.S. Bank
National Association, as Guarantee Trustee, incorporated herein by reference from the
Company's Form 8-K, filed on  December 21, 2005.
4.7
Amended and Restated Declaration of Trust
Dated as of December 16, 2005, among the Company, as Sponsor, Dennis S. Hudson, III
and William R. Hahl, as Administrators, and U.S. Bank National Association, as
Institutional Trustee (including exhibits containing the related forms of the SBCF
Statutory Trust II Common Securities Certificate and the Capital Securities
Certificate), incorporated herein by reference from the Company's Form 8-K, filed on  December 21, 2005.
4.8
Indenture
Dated June 29, 2007, between the Company and LaSalle Bank National Association, as Trustee (including the
form of the Junior Subordinated Debt Security, which appears as Exhibit A to the
Indenture), incorporated herein by reference from the Company's Form 8-K, filed on July
3, 2007.
4.9
Guarantee Agreement
Dated June 29, 2007, between the Company, as Guarantor, and LaSalle Bank  National Association, as
Guarantee, incorporated herein by reference from the Company's Form 8-K, filed on July
3, 2007.
4.10
Amended and Restated Declaration of Trust
Dated June 29, 2007, among the Company, as Sponsor, Dennis S. Hudson, III and William
R. Hahl, as Administrators, and LaSalle Bank National Association, as Institutional Trustee (including
exhibits containing
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Exhibit
Number
Description
the related forms of the SBCF Statutory Trust III Common
Securities Certificate and the Capital Securities Certificate), incorporated herein
by reference from the Company's Form 8-K, filed on
July 3, 2007.
4.11
Trust Agreement of SBCF Capital Trust IV
Dated May 16, 2008, among the Company, as Depositor and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (including exhibits containing the related
forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture,
Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital
Trust IV), incorporated herein by reference from the Company's
Form S-3, filed on May
23, 2008.
4.12
Trust Agreement of SBCF Capital Trust V
Dated May 16, 2008, among the Company, as Depositor and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (including exhibits containing the related
forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture,
Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital
Trust V), incorporated herein by reference from the Company's Form S-3, filed on May 23,
2008.
4.13
Specimen Preferred Stock Certificate
Incorporated herein by reference from the Company's Form 8-K, filed on December 23, 2008.
4.14
Warrant for Purchase of Shares of Common Stock
Incorporated herein by reference from the Company's Form 8-K, filed on December 23, 2008.
4.15
Stock Purchase Agreement
Dated October 23, 2009, among the Company and CapGen Capital Group III, L.P., a
Delaware banking corporation, incorporated herein by reference from the Company's
Form 8-K, filed on October 29, 2009.
4.16
Registration Rights Agreement
Dated October 23, 2009, among the Company and CapGen Capital Group III, L.P., a
Delaware banking corporation, incorporated herein by reference from the Company's
Form 8-K, filed on October 29, 2009.
4.17
Registration Rights Agreement
Dated as of April 8, 2010, among the Company and the investors named on the signature
pages thereto, incorporated herein by reference from the Company's Form 8-K, filed on
April 13, 2010.
5.1
Opinion of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered*
10.1
Amended and Restated Retirement Savings Plan, with Amendments
Incorporated herein by reference from the Company's Annual Report on Form 10-K, filed on
March 28, 2003.
10.2
Amended and Restated Employee Stock Purchase Plan
Incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 27, 2009.
10.3
Executive Employment Agreement
Dated January 18, 1994 between Dennis S. Hudson, III and the Bank, incorporated
herein by reference from the Company's Annual Report on
Form 10-K, filed on March 28,
1995.
10.4
Executive Employment Agreement
Dated January 2, 2007 between Harry R. Holland, III and the Bank, incorporated herein
by reference from the Company's Form 8-K, filed on
January 3, 2007.
10.5
1996 Long Term Incentive Plan
Incorporated herein by reference from the Company's Registration Statement on Form
S-8 File No. 333-91859, filed on  December 1, 1999.
10.6
2000 Long Term Incentive Plan as Amended
Incorporated herein by reference from the Company's Registration Statement on Form
S-8 File No. 333-49972, filed on  November 15, 2000.
10.7
Executive Deferred Compensation Plan
Incorporated herein by reference from the Company's Annual
Report on Form 10-K, filed on
March 30, 2001.
10.8
Change of Control Employment Agreement
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Exhibit
Number
Description
Dated December 24, 2003 between Dennis S. Hudson, III and the Registrant,
incorporated herein by reference from the Company's
Form 8-K, filed on December 29,
2003.
10.9
Change of Control Employment Agreement
Dated December 24, 2003 between William R. Hahl and the Company, incorporated herein
by reference from the Company's Form 8-K, filed on
December 29, 2003.
10.10
Change of Control Employment Agreement
Dated July 18, 2006 between Richard A. Yanke and the Registrant, incorporated herein
by reference from the Company's Annual Report on Form 10-K, filed on March 15, 2007.
10.11
Directors Deferred Compensation Plan
Dated June 15, 2004, but effective July 1, 2004, incorporated herein by reference
from the Company's Annual Report on Form 10-K, filed on March 17, 2005.
10.12
Executive Employment Agreement
Dated March 26, 2008 between O. Jean Strickland and the Bank and Company,
incorporated herein by reference from the Company's Annual Report on Form 8-K, filed on
March 26, 2008.
10.13
2008 Long-Term Incentive Plan
Incorporated herein by reference from the Company's Proxy Statement on Form DEF 14A
as Exhibit A, filed on  March 18, 2008.
10.14
Letter Agreement
Dated December 19, 2008, between the Company and the United States Department of the
Treasury incorporated herein by reference from the Company's Form 8-K, filed on December
23, 2008.
10.15
Formal Agreement
Dated December 16, 2008, between the Company and the Office of the Comptroller of the
Currency incorporated herein by reference from the Company's Form 8-K, filed on December
23, 2008;
10.16
Waiver of Senior Executive Officers
Dated December 19, 2008, issued to the United Stated Department of the Treasury
incorporated herein by reference from the Company's Form 8-K, filed on December 23,
2008.
10.17
Consent of Senior Executive Officers
Dated December 19, 2008, issued to the United States Department of the Treasury
incorporated herein by reference from the Company's Form 8-K, filed on December 23,
2008.
10.18
Form of 409A Amendment to Employment Agreements with Dennis S. Hudson, III, William
R. Hahl, A. Douglas Gilbert, O. Jean Strickland and H. Russell Holland, III
Incorporated herein by reference from the Company's Form 8-K, filed on January 5, 2009.
10.19
Form of Long-Term Restricted Stock
Award Agreement between Seacoast Banking Corporation of Florida and
Dennis S.
Hudson, III
Incorporated herein by reference to the Company's
Form 8-K, filed on March 24, 2010.
10.20
Employment Agreement Waiver of
Dennis S. Hudson, III
Incorporated herein by reference to the
Company's Form 8-K, filed on March 24, 2010.
21.1
Subsidiaries of the Registrant
23.1
Consent of KPMG LLP
23.2
Consent of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered
(included in Exhibit 5.1)
24.1
Power of Attorney (included on signature page)
*   To be filed by amendment.
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Item 17.
Undertakings
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the
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registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Stuart, State of Florida, on May 24, 2010.
SEACOAST BANKING CORPORATION OF FLORIDA
By:
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
Chairman of the Board and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being a director of Seacoast
Banking Corporation of Florida, a Florida corporation (the "Company"), constitutes and appoints
each of Dennis S. Hudson, III, O. Jean Strickland and William R. Hahl, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this registration statement on Form S-1,
and to file the same, therewith, with the Securities and Exchange Commission, and to make any and
all state securities law filings, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in about
the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying the confirming all that said attorney-in-fact and agent, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on May 24, 2010.
Signature
Title
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ William R. Hahl
William R. Hahl
Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)
/s/ Stephen E. Bohner
Stephen E. Bohner
Director
/s/ John H. Crane
John H. Crane
Director
II-8
Table of Contents
Signature
Title
/s/ H. Gilbert Culbreth, Jr.
H. Gilbert Culbreth, Jr.
Director
/s/ A. Douglas Gilbert
A. Douglas Gilbert
Director
/s/ Robert B. Goldstein
Robert B. Goldstein
Director
/s/ Dennis S. Hudson Jr.
Dennis S. Hudson Jr.
Director
/s/ Thomas E. Rossin
Thomas E. Rossin
Director
/s/ Thomas H. Thurlow, Jr.
Thomas H. Thurlow, Jr.
Director
/s/ Edwin E. Walpole III
Edwin E. Walpole III
Director
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