exhibit10_9.htm


    
      

    


    STATE
      OF
      FLORIDA

    DIVISION
      OF ADMINISTRATIVE HEARINGS

    


    


    OFFICE
      OF
      FINANCIAL REGULATION,

    


    Petitioner,

    


    vs.                                                                                                                          DOAH
      Case No.: 06-4780

    Admin
      Proceeding No:
      0342-B-9/06

    FLORIDA
      COMMUNITY BANK,

    


    Respondent.

    ________________________________________/

    


    STIPULATION
      AND CONSENT AGREEMENT

    


    THIS
      AGREEMENT is made and entered into
      by and between the State of Florida, OFFICE OF FINANCIAL REGULATION, hereinafter
      referred to as “OFR”, and FLORIDA COMMUNITY BANK, hereinafter referred to as
“FCB”.  The OFR and FCB (collectively “Parties”), in consideration of
      the mutual covenants contained herein, hereby enter into this Stipulation and
      Consent Agreement (“Agreement”) and agree as follows:

    1.  Pursuant
      to sections 655.001 and 655.012, Florida Statutes, the OFR is the state
      agency
      authorized and charged with the administration and enforcement of the Financial
      Institutions Codes, including Chapters 655 and 658, Florida Statutes, as
      pertaining to banks, and the rules and regulations promulgated thereunder
      as contained in Chapter 69U, Florida Administrative Code.

    2.  FCB
      is a Florida state-chartered bank operating under Charter Number 306, and
      therefore a state financial institution, as that term is defined in Section
      655.005(1)(p), Florida Statutes, with its principal place of business located
      at
      1400 North 15th
      Street, Immokalee, Florida, 34142.

    3.  On
      or about April 17, 2006, the OFR commenced an examination of the condition
      of
      FCB pursuant to section 655.045, Florida Statutes.  The OFR, based on
      its examination of FCB, and other information reported to it, believed that
      necessary grounds existed to initiate an administrative cease and desist
      proceeding pursuant to Section 655.033, Florida Statutes, against
      FCB.

    4.  On
      or about October 18, 2006, the OFR issued an Administrative Complaint and Notice
      of Rights (“Complaint”), and subsequently served said Complaint on FCB, as OFR
      Administrative Proceeding No. 0342-B-9/06.

    5.  On
      or about November 7, 2006, FCB filed a petition with OFR alleging disputed
      issues of material fact and requesting a formal administrative hearing pursuant
      to Section 120.57, Florida Statutes, and the above captioned administrative
      proceeding was referred to the State of Florida, Division of Administrative
      Hearings and assigned Case No. 06-004780.

    6.  FCB
      has represented to OFR that it has taken or will take certain corrective
      actions, as set forth below in paragraphs 8 through 36 in this Agreement, to
      address concerns and criticisms set forth in OFR’s 2006 Report of Examination
      and the Complaint and the OFR has relied upon those representations as
      consideration for entering into this Agreement.

    7.  The
      OFR and FCB desire to resolve the   issues raised in the
      Complaint.  FCB stipulates and agrees to the terms herein in
      consideration of the OFR’s concluding  the administrative action
      against FCB.

    MANAGEMENT

    8.      The
      Board of Directors of FCB, hereinafter “Board”, will immediately increase its
      participation in the affairs of FCB, assuming full responsibility for the
      approval of sound policies and objectives, and for the supervision of all of
      FCB’s activities, consistent with the role and expertise commonly expected for
      directors of banks of comparable size.  This participation will
      include in-person meetings to be held no less frequently than
      monthly.  Detailed written minutes of all Board meetings will be
      maintained and recorded on a timely basis fully documenting the Board’s review,
      discussion, and approval of all agenda items and any other matters discussed
      at
      the meeting and will include the names of dissenting directors.

    9.      a.
      Within 30 days from the effective date of this agreement, the Board will adopt
      procedures to ensure that correspondence from the OFR and the Federal Deposit
      Insurance Corporation (“FDIC”) and other significant correspondence addressed to
      the Board is promptly answered by or under the authority of the
      Board.

    b.   The
      Board has conducted or will cause to be conducted evaluations to assess the
      qualifications and performance of all senior managers including all department
      heads and executive officers of FCB to determine if each person has the
      experience commensurate with his or her duties and responsibilities at
      FCB.  Management was assessed on its ability to:

    (i)         Comply
      with the requirements of this agreement;

    (ii)         Operate
      FCB in a safe and sound manner; and

    (iii)           Comply
      with applicable laws and regulations.

    
      	
              c.

            	
              FCB
                has or will recruit and hire any additional or replacement personnel
                needed to properly staff FCB with qualified experienced officers
                sufficient to provide the leadership required to comply with the
                business
                plan and strategies determined in compliance with paragraph
                10.

            


    

     10.           
      The Board will maintain a formal business plan that assesses and identifies
      risks and provides sound strategies for managing these risks.  The
      business plan will identify FCB’s trade area, products, targeted customers, and
      provide realistic budgets to support plans, products, and
      activities.  The business plan will be submitted to OFR for
      comment.

    


    BANK
      SECRECY ACT (“BSA”)

    11.  FCB
      has taken corrective actions to address the concerns expressed by the OFR in
      it’s 2006 Report of Examination including: establishing a Directors’ BSA/AML
      committee comprised of outside directors; hiring a full time BSA officer,
      purchasing automated BSA compliance software, and; reducing the Bank’s BSA risk
      profile.  FCB’s Board will oversee FCB’s policies, procedures, and
      compliance with federal and state laws and regulations concerning BSA programs
      including Anti-Money Laundering (“AML”); Customer Identification Program
      (“CIP”), Customer Due Diligence (“CDD”) and Enhanced Due Diligence (“EDD”)
      requirements; Office of Foreign Assets Control (“OFAC”) regulations; Suspicious
      Activity Report (“SAR”) requirements; the USA PATRIOT Act; and Section 655.50,
      Florida Statutes.  The Directors’ BSA/AML Committee will require at a
      minimum monthly reports from FCB’s management regarding FCB’s compliance with
      this agreement.  The Directors’ BSA/AML Committee will present a
      report regarding FCB’s compliance with this agreement to the Board at a
      regularly scheduled meeting on no less than a monthly basis.  Such
      report will be recorded in appropriate minutes of the Board’s meeting and will
      be retained in FCB’s records.

    12.  At
      all times, management of FCB will include a fully qualified, experienced
      BSA/AML/OFAC Officer (“BSA Officer”).  The BSA Officer will be
      employed full time in managing, implementing, coordinating, and monitoring
      of
      day-to-day BSA program compliance, will have  the requisite authority
      and Board support to implement the program, and will not be assigned any
      supplemental duties.  The BSA Officer will have the responsibility and
      necessary authority to ensure FCB’s compliance with all BSA programs, rules,
      regulations and related matters, including, without limitation, the
      identification of unusual or suspicious activity and the timely, accurate and
      complete reporting to law enforcement and Supervisory Authorities of unusual
      or
      suspicious activity or known or suspected criminal activity perpetrated against
      or involving FCB.   The BSA Officer will submit reports to the
      Board, or the Directors’ BSA/AML Committee, on no less than a monthly basis
      concerning the status of all material issues relating to BSA compliance, and
      the
      BSA Officer’s reports will not be subject to approval by FCB’s management before
      they are submitted to the Board or Committee.   The BSA Officer
      will at all times have unhampered access to the Board, and the Directors’
BSA/AML Committee, concerning BSA compliance matters and the Board and the
      Directors’ BSA/AML Committee will at all times have unhampered access to the BSA
      Officer. . Management will present the compensation and the performance review
      of the BSA Officer to the Board of Directors or the Directors’ BSA/AML Committee
      for review and approval which will be noted in the Board or Committee
      minutes.

    


    13.   FCB
      has analyzed and assessed FCB’s staffing and will provide an adequate number of
      qualified staff to the BSA Department.  FCB has evaluated the BSA
      Department staff to determine whether they possess the ability, experience,
      training, and other necessary qualifications required to perform present and
      anticipated duties, including adherence to FCB’s BSA compliance program, federal
      and state BSA requirements in laws, rules, and regulations, and FCB’s BSA
      policies and procedures.

    14.   FCB
      will maintain a written compliance plan ("Compliance Plan") as required by
      the
      applicable provisions of the BSA.   At a minimum, the Compliance
      Plan will include provisions to:

    i)         establish
      a system of internal controls, including policies and procedures to detect
      and
      monitor all transactions to assure compliance with the BSA;

    ii)         provide
      for independent testing for FCB’s compliance with the BSA;

    iii)         require
      an appropriate training program for FCB to assure that appropriate personnel
      are
      regularly trained to comply with the BSA;

    iv)         designate
      a senior Bank official responsible for coordinating and monitoring day-to-day
      compliance with the BSA.

    15.           
      FCB will maintain BSA policies to provide for adequate Board and Management
      oversight of BSA compliance, adequate monitoring of high-risk accounts, and
      adequate BSA training for bank personnel.  FCB will maintain
      procedures to ensure that the internal controls related to monitoring, detecting
      and reporting suspicious activity with regard to high-risk accounts are
      adequate.  FCB will maintain sound internal routine and control
      procedures to assure ongoing compliance with the BSA.

    16.           
      FCB has reviewed all currency transactions exceeding $2,500, and all wire
      transactions, for the calendar year 2006 to date, to determine if unusual
      activity has been conducted, and, if necessary, has filed the appropriate
      Currency Transaction Reports (“CTRs”) and Suspicious Activity Reports
      (“SARs”).  In addition, the BSA Officer has contacted the appropriate
      Supervisory Authorities regarding the refiling of any inaccurate or incomplete
      SARs and CTRs, and has provided any requested written material to complete
      the
      file information on any inaccurate or incomplete SARs and CTRs.  FCB
      agrees that its BSA department will examine and analyze the review of currency
      transactions exceeding $2,500 and wire transactions for all accounts designated
      as high risk in accordance with FFIEC guidelines that was performed for the
      calendar year 2005 and take such action as is necessary to ensure that FCB
      is in
      compliance with BSA rules and regulations with respect to those transactions
      for
      the year 2005. Documentation supporting the determinations will be retained
      in
      FCB’s records for such period of time as may be required by any applicable rules
      or regulations.

    
      	
              17.

            	
              a.

            	
              FCB
                will maintain proper monitoring and reporting procedures for CTRs
                and
                SARs.

            


    

    b.   FCB
      will maintain an enhanced system of internal routine and controls to ensure
      compliance with the BSA Rules including, but not limited to, the monitoring
      of
      high-risk and suspicious activities for all types of accounts, products,
      services, and geographic areas.  At a minimum, such internal routine
      and controls will include:

    (i)         regular
      periodic comparison of actual Money Service Business (“MSB”) activity in each
      MSB account against expected or anticipated activity;

    (ii)         routine
      and/or automated procedures and systems for documenting variances between
      anticipated and actual MSB activity;

    (iii)           reporting
      such variances to FCB management and filing SARs, as appropriate;

    (iv)           risk
      based procedures requiring regular review and monitoring of activity that is
      conducted through the MSB account.

    
      	
              18.

            	
              FCB’s
                BSA Officer has reviewed all high-risk accounts and high-risk transactions
                including, but not limited to, FCB’s currency transaction reports, cash
                purchases of monetary instruments, wire transfer activity, and foreign
                exchange services from January 1, 2006 to the present, and taken
                appropriate action according to applicable rules and
                regulations.

            


    

    
      	
              19.

            	
              FCB
                will maintain a program to detect missing documents for customers’
                accounts that should have been obtained when or shortly after the
                accounts
                were opened, with such documents including verifications of sources
                of
                funds used to open accounts.  Furthermore, FCB will maintain
                procedures in place to ensure that FCB obtains current versions of
                documents it has identified as missing or stale dated, with these
                procedures specifying time limits for customers to respond to FCB’s
                document requests and actions to be taken if such requests are not
                honored
                promptly.

            


    

    20.           
      FCB will maintain a written customer due diligence program (“CDD Program”) which
      specifies meaningful activity thresholds to be used in identifying high risk
      accounts and customers.  At a minimum, the CDD Program will provide
      for a risk focused assessment of the customer base of the Bank to determine
      the
      appropriate level of Enhanced Due Diligence necessary for those categories
      of
      customers that FCB has reason to believe pose a heightened risk of illicit
      activities at FCB.

    a.      The
      CDD
      Program will provide for, at a minimum:

    (i)         time
      limits for FCB personnel to respond to account activity exceptions;

    (ii)         time
      limits for determining if exceptions require a SAR, and;

    (iii)               identification
      of customers requiring site visitations and frequency of
      visitations.

    
      	
               

            	
              b.

            	
              In
                addition to the criteria set forth for the CDD Program, EDD will
                include
                the following procedures:

            


    

    (i)         determine
      the appropriate documentation necessary to confirm the identity and business
      activity of the customer;

    (ii)         understand
      the normal and expected transactions of the customer, and;

    (iii)           reasonably
      ensure the identification and timely, accurate, and complete reporting of known
      or suspected criminal activity against or involving FCB to law enforcement
      and
      OFR, as required by Section 655.50, Florida Statutes, and the suspicious
      activity reporting provisions of 12 C.F.R. Part 353.

    21.           
      FCB will maintain Wire Transfer Policies that among other things
      will:

    (i)         specify
      procedures for international wire transfers;

    (ii)         require
      formal reconcilements of daily international wire transfers, with record
      retention requirements specified;

    (iii)           detail
      who may authorize wire transfers and in what amounts, with wire transfers
      exceeding a specified amount requiring authorizations by more than one person,
      and;

    
      	
              (iv)  

            	
              specify
                reports to be made to the Board about wire transfer activity and
                the
                frequency of the reports.

            


    

    


    
      	
              22.

            	
              a.

            	
              FCB’s
                management has, in the six months prior to the effective date of
                this
                agreement, identified FCB staff positions and personnel whose duties,
                assignments, and responsibilities call for knowledge of the BSA programs
                and compliance requirements, as identified in paragraphs 11 through
                21 of
                this Agreement, and related issues including, but not limited to,
                directors, executive officers, department heads, supervisors, loan
                officers, loan operations staff, new account clerks, personal bankers,
                tellers, bookkeepers, couriers, proof operators, information technology
                staff, and wire transfer staff.

            


    

    
      	
              b.  

            	
              FCB
                will maintain a suitable training program to ensure that all appropriate
                FCB personnel including, without limitation, tellers, customer service
                representatives, lending officers, private and personal banking officers,
                the Board of Directors collectively and individually, and all customer
                contact personnel are trained in all appropriate aspects of regulatory
                and
                internal policies and procedures related to the BSA Rules and FCB’s BSA
                Policies and Procedures.  FCB will maintain a plan to implement
                and document such training.  The training program will include a
                general BSA compliance program component for all personnel and specific
                BSA compliance program components tailored to the needs of specific
                positions, departments, and personnel.  The training program
                will include both initial and periodic refresher training, will specify
                the responsible officer or employee for dissemination of BSA program
                changes, and will detail the timing and methodology for the dissemination
                and training requirements of such BSA program changes.  The
                training program will require documentation of scheduled training
                and
                attendance and timely re-scheduling of any missed
                training.

            


    

    


    23.             FCB
      will maintain its internal and external audit programs to assure that the BSA
      program requirements identified in paragraphs 11 through 22 of this Agreement
      are independently tested at least once each calendar year.  Exceptions
      identified in these annual tests will be reported to the Board, or the
      Directors’ BSA/AML Committee established by FCB as noted in  paragraph
      11 of this Agreement, corrected in a timely manner, and noted in the Board
      and
      Directors’ BSA/AML Committee minutes.

    


    24.           
      FCB will maintain procedures to assure future compliance with all applicable
      Florida and federal laws, rules, regulations, and statements of
      policy.

    


    


    LENDING
      AND CREDIT ADMINISTRATION

    
      	
              25.

            	
              a.  FCB
                will maintain a Directors’ Loan Committee.  At all times, the
                majority of the membership of the Directors’ Loan Committee will be
                comprised of outside directors.  The Directors’ Loan Committee
                will oversee FCB’s policies, procedures, and compliance with state and
                federal laws and regulations concerning lending activities at
                FCB.   The Directors’ Loan Committee will require at least
                monthly reports from FCB’s management regarding FCB’s compliance with this
                agreement.  The Directors’ Loan Committee will present a report
                regarding FCB’s compliance with this Agreement to the entire Board at each
                of its regularly scheduled meetings.  Such report will be
                recorded in appropriate minutes of the Board’s meeting and will be
                retained in FCB’s records.

            


    

    
      	
              b.

            	
              The
                Directors’ Loan Committee will propose appropriate lending authority,
                scope, and limits for all loan officers, including FCB’s
                chairman/CEO/president and the Area Presidents.  All loans,
                which when aggregated with other extensions of credit to any one
                person
                and his or her related interests, exceed 15 percent of the capital
                accounts of FCB must be presented to the full Board, or the Directors’
                Loan Committee, for approval as required by Section 658.48(3), Florida
                Statutes.  Complete written minutes of the discussion, vote, and
                approval of such loans will be
                maintained.

            


    

    
      	
              26.

            	
              a.

            	
              Within
                90 days from the effective date of this Agreement, FCB’s Directors will
                receive training in the review and underwriting of commercial real
                estate
                loans so that the Board will have increased ability to make informed
                decisions about FCB’s lines of
                business.

            


    

    
      	
              b.

            	
              In
                funding the Bank’s assets, including loans, FCB agrees to adhere to
                tolerance limits for the use of non core funds as established within
                FCB’s
                Funds Management (A/L Management) Policy dated June,
                2006.

            


    

    
      	
               

            	
              c.    FCB
                will maintain its credit and lending policies and practices in effect
                as
                of March, 2007, and establish, improve and implement procedures to
                adequately identify, measure, monitor, and control credit risk within
                FCB.

            


    

    
      	
              d.

            	
              Within
                60 days of the commencement of employment of a Chief Credit Officer
                as
                identified in paragraph 28, the Board will analyze and assess FCB’s
                staffing needs to provide an adequate number of qualified staff to
                the
                credit underwriting, credit administration, and loan review
                functions.  The credit staff will be evaluated to determine
                whether they possess the ability, experience, training, and other
                necessary qualifications required to perform present and anticipated
                duties, including adherence to federal and state requirements in
                laws,
                rules, and regulations, FCB’s credit policies and procedures, and the
                provisions of this agreement.

            


    

    
      	
              e.

            	
              Within
                60 days of the commencement of employment of a Chief Credit Officer,
                FCB’s
                management will establish a credit department to ensure sound credit
                underwriting practices and FCB’s management will separate the credit
                underwriting function from the credit production function
                for  loans after receiving appropriate recommendations from the
                Chief Credit Officer as to the criteria for such
                separation.

            


    

    
      	
              f.

            	
              FCB
                will maintain a viable program to identify, measure, and monitor
                credit
                concentrations based upon loan/collateral type, geographic location,
                and
                other common factors as may be relevant to properly identify and
                manage
                risk within FCB’s loan portfolio.

            


    

    
      	
              g.

            	
              FCB
                will maintain a viable system to monitor and manage loans that have
                loan-to-value ratios in excess of regulatory
                guidelines.

            


    

    27.  The
      Audit Committee of the Board will ensure that the independent loan review
      function will adequately identify deteriorated and deteriorating loans, along
      with credit underwriting and documentation deficiencies.  This loan
      review function will be performed by a consultant, or qualified employee whose
      job duties do not include loan origination, who independently reports directly
      to the Audit Committee.  All Loan reviews performed pursuant to this
      paragraph will be audited annually in accordance with the procedures set forth
      in Rule 69U-120.045, Florida Administrative Code.

    28.           Chief
      Credit Officer

    
      	
              a.

            	
              At
                all times, the management of FCB will include a fully qualified,
                experienced Chief Credit Officer who is independent of loan production.
                The Chief Credit Officer will be employed full time in managing,
                implementing, coordinating, and monitoring of the approved loan policies,
                day-to-day loan review, and the quality assessment program, and will
                not
                be assigned any supplemental
                duties.

            


    

    
      	
              b.

            	
              Within
                60 days from the effective date of this Agreement, FCB will submit
                a
                qualified candidate for the Chief Credit Officer position to the
                OFR   The proposed Chief Credit Officer will have
                demonstrated recent and successful experience in credit administration
                involving Financial Institutional programs similar in size and complexity
                to those approved for FCB by its Board.  FCB and OFR agree to
                comply with the procedures set forth in paragraph 37 of this Agreement
                as
                to the notification, interim employment and disapproval of  the
                proposed Chief Credit Officer.

            


    

    c.      
      The Chief Credit Officer will present a full report concerning the status of
      all
      material issues relating to the condition of FCB’s loan portfolio, credit
      administration and loan underwriting practices to the Board, or the Directors’
Loan Committee, on no less than a monthly basis.  The Chief Credit
      Officer’s reports to the Board, or the Directors’ Loan Committee, will not be
      subject to  approval by FCB’s management before they are presented to
      the Board or Committee.  The Chief Credit Officer will at all times
      have unhampered access to the Board and the Directors’ Loan Committee concerning
      lending and credit policies or issues, and the Board and the Committee will
      at
      all times have unhampered access to the Chief Credit Officer. Management will
      present the compensation and the performance review of the Chief Credit Officer
      to the Board of Directors or the Directors’ Loan Committee for review and
      approval which will be noted in the Board or Committee minutes.

     .

    OTHER
      MATTERS

    29.           Within
      15 days from the date of this agreement, FCB’s Board will establish a Directors’
Asset Liability Committee, the majority of which will be comprised of outside
      directors, to:

          a.      establish
      FCB’s tolerance for liquidity risk;

    
      	
              b.

            	
              establish
                and approve policies and procedures related to liquidity
                management;

            


    

    
      	
              c.

            	
              regularly
                review FCB’s liquidity position and monitor internal and external factors
                that could have a bearing on
                liquidity;

            


    

    
      	
              d.

            	
              determine
                management goals regarding asset and liability mix,
                and;

            


    

    
      	
              e.

            	
              ensure
                that senior management takes the necessary steps to monitor and control
                liquidity risk.

            


    

    The
      Directors’ A/L Committee will meet monthly and will provide a report to the full
      Board quarterly at a regularly scheduled meeting.  Such report will be
      recorded in appropriate minutes of the Board’s meeting and will be retained in
      FCB’s records.

    30.  FCB
      will adhere to its Funds Management (A/L Management) Policy dated June 2006,
      including all parameters and tolerance limits established within said
      policy.  FCB agrees not to revise said policy without the prior
      written approval of OFR.  FCB’s liquidity program will be reviewed by the
      Asset Liability Committee and submitted to the entire Board of Directors for
      review and approval.

    31.                 Within
      90 days from the effective date of this Agreement, FCB’s Board will develop a
      comprehensive written management succession plan and provide a copy of the
      plan
      to the OFR.

    32.  FCB
      will at all times until the termination of this Agreement, maintain its status
      as a well capitalized institution as that term is defined in 12 C.F.R. Part
      325.  The level of Tier 1 capital, Tier 1 risk based capital, and
      total risk based capital to be maintained shall be in addition to a fully funded
      Allowance for Loan and Lease Losses (“ALLL”), the adequacy of which shall be
      satisfactory to OFR as determined during subsequent examinations and/or
      visitations.  An increase in Tier 1 capital to meet the requirements
      of this paragraph may not be accomplished through a deduction from FCB’s ALLL
      without the prior written authorization of OFR.

    33.  The
      Board and management shall develop and implement management information systems
      and a reporting program that provide the Board of Directors with sufficient
      information to adequately assess the risks in BSA/AML activities, problem loan
      resolutions, and wholesale funding levels.

    34.           All
      plans, policies, and procedures required by this Agreement shall be reviewed
      by
      the Board at least annually for their effectiveness and revised and/or amended
      if appropriate.

    35.  Within
      30 days of the calendar quarter ending June 30, 2007, and then within 30 days
      from the end of each subsequent calendar quarter, FCB shall furnish written
      progress reports to OFR detailing the form and manner of all actions taken
      to
      comply with this Agreement and the results thereof.  The requirements
      for progress reports shall continue unless modified or terminated in writing
      by
      OFR.  All progress reports and other written responses to this
      Agreement shall be reviewed by the Board and be made a part of the minutes
      of
      the appropriate Board meeting.

    36.
      With
      regard  to the representations made by FCB to OFR in paragraphs 9, 10,
      11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 26and 30, FCB represents to OFR that
      it
      has: i) established and will maintain the various plans, policies, procedures
      and programs noted; ii) conducted, and will conduct further reviews of certain
      defined currency and wire transactions, and; iii) provided, and will provide
      in
      the future, training to designated FCB personnel.  With regard to the
      representations FCB has made to OFR regarding corrective actions FCB implemented
      before the effective date of this Agreement, FCB agrees to provide current
      documentation to OFR for verification purposes within 30 days after the
      effective date of this Agreement.  With regard to the representations
      FCB has made to OFR regarding corrective actions that FCB has agreed to
      implement after the effective date of this Agreement, FCB agrees to implement
      all corrective actions in a timely manner and agrees to provide documentation
      to
      OFR for verification purposes no more than 30 days after the corrective action
      was taken or implemented.  OFR will evaluate the documentation and
      materials submitted by FCB for comment purposes.  FCB agrees to
      present any comments made by OFR to FCB’s entire Board of Directors at the next
      scheduled meeting following the receipt of said comments for review and action
      as the Board deems prudent.

    comment
      purposes.  FCB agrees to present any comments made by OFR to FCB’s
      entire Board of Directors at the next scheduled meeting following the receipt
      of
      said comments for review and action as the Board deems prudent.

    37.
      During the term of this Agreement, FCB shall notify OFR in writing in compliance
      with the procedures set forth in Rule 69U-100.03852, Florida Administrative
      Code, when it proposes to add any individual to the Board or employ any
      individual as an executive officer, as the term is defined in Sections
      655.005(1)(f), Florida Statutes, including, but not limited to, the president,
      chief executive officer, BSA officer, chief lending officer, chief financial
      officer, chief credit officer, and chief operations officer.  Such
      notification must be received before employment is intended to be
      effective.  OFR agrees that it will respond within 10
      business days of receipt of a properly completed form OFR U-10 to any request
      for an interim appointment of an executive officer or Director candidate
      submitted to the OFR pursuant to Rule 69U-100.03852,
      Florida Administrative Code.

    38.
      Upon
      the presentation of a reasonable request, OFR may in its discretion consent
      to   a reasonable extension of any period of time within
      which  FCB or its Board or Management are required to perform any
      action pursuant to this Agreement, but such consent shall not be unreasonably
      withheld..

    39.  Each
      party shall, upon the request of the other, execute, acknowledge and deliver
      any
      and all documents or instruments as may be necessary to enable the other party
      to effectuate the intent, purposes and provisions of this
      Agreement.

    40.  Each
      party acknowledges that they have been advised to seek independent legal counsel
      and that they had an opportunity to consult with an attorney as to their rights
      and obligations prior to signing this Agreement and each party is acting freely
      and voluntarily, intending to be bound by it.  Each understands and
      agrees that this Agreement constitutes the entire contract of the
      parties.  It supersedes any prior understanding or agreements between
      them upon the subjects covered in this Agreement.  There are no
      representations other than those set forth herein.

    41.  Each
      party shall be solely and independently responsible for the attorneys’ fees and
      costs it has incurred in Administrative Proceeding No. 0342-B-9/06, Division
      of
      Administrative Hearings Case No. 06-004780 and will not seek any contribution
      from the other party towards said fees and costs.

    42.  The
      failure of either party at any time to require performance by the other of
      any
      of the terms, provisions or conditions hereof shall in no way effect that
      party’s rights thereafter to enforce same, nor shall the waiver by either party
      of any breach at any time of any of the terms, provisions or conditions hereof
      affect that party’s rights thereafter to enforce same, nor shall the waiver by
      either party of any breach at any time of any of the terms, provisions, or
      conditions hereof, be taken or held to be a waiver of any succeeding breach
      of
      any such term, provision, or condition hereof or as a waiver of the term,
      provision, or condition itself.

    43.  All
      provisions of this Agreement shall be binding upon the parties and their
      respective personal or legal representatives.  No modification, waiver
      or relinquishment shall be deemed to have been made by either of the parties
      unless same is done in writing by the party so affected.

    44.  This
      Agreement shall be submitted into evidence in any administrative proceeding
      or
      legal action in which any of the issues raised in the Administrative Complaint
      issued by OFR on October 18, 2006, are in controversy as the full and final
      agreement of the parties concerning the resolution of said issues and shall
      be
      applicable to any and all other questions, rights, obligations, benefits or
      privileges of the parties.

    45a.  The
      Parties agree that upon full execution of this Agreement, this Agreement shall
      constitute a voluntary notice of withdrawal of FCB’s petition for formal hearing
      in DOAH Case No. 06-004780.  Furthermore, FCB agrees to the OFR’s
      filing of an Agreed Motion To Relinquish Jurisdiction to the OFR, pursuant
      to
      Rule 28-106.204, Florida Administrative Code, and to the entry of a Final Order
      concluding the administrative proceeding and  incorporating this
      Agreement by reference ; a copy of the proposed Final Order is attached hereto
      as  Exhibit “1”.

    b.  Within
      thirty (30) days after entry of an Order Relinquishing Jurisdiction by the
      Administrative Law Judge, the OFR’s Final Order adopting this Agreement, subject
      to the Commissioner’s final approval, will be entered.

    c.  The
      parties agree that the Final Order will remain effective and enforceable as
      a
      written agreement pursuant to Section 655.041, Florida Statutes, or as an
“order” pursuant to Section 120.52, Florida Statutes, and shall constitute final
      agency action by the OFR, for which the OFR may seek enforcement pursuant to
      Chapters 120, 655, and 658, Florida Statutes.

    46.
      FCB
      knowingly and voluntarily waives:

    a.  Any
      right to receipt of Notice of Rights or any other notice required pursuant
      to
      Chapter 120, Florida Statutes;

    b.  Any
      notice required pursuant to Chapters 655 or 658, Florida Statutes;

    c.  Any
      right to an administrative hearing or issuance of a recommended order provided
      by Chapters 120, 655, or 658, Florida Statutes, or Chapters 28 or 69 of the
      Florida Administrative Code;

    d.  Any
      requirement that the OFR’s Final Order contain stated Findings of Fact and
      Conclusions of Law or a Notice of Rights;

    e.  Any
      right to contest the validity of any term, condition, obligation, or duty
      created hereby in any judicial or administrative forum; and

    f.  Any
      and all objections to or challenges in any judicial proceeding or forum,
      including but not limited to, appeal pursuant to section 120.68, Florida
      Statutes, any aspect, provision, or requirement concerning the content,
      issuance, procedure, or timeliness of the Final Order adopting this Agreement
      or
      the final order relating to DOAH Case No. 06-004780.

    47.  The
      parties agree to discuss and evaluate FCB’s compliance with the terms of this
      Agreement on at least an annual basis, with such evaluation beginning upon
      the
      completion of  OFR’s next scheduled examination of FCB and transmittal
      of the Report of Examination to FCB. In connection with each
      evaluation,  OFR will determine whether or not FCB has substantially
      complied with this Agreement. At such time that the OFR determines that FCB
      has
      substantially complied with all of the provisions of this Agreement, OFR agrees
      that it will release FCB from the Final Order which incorporates this Agreement
      by reference.  Any determination made by OFR pursuant to this
      paragraph shall not be considered final agency action, and any release of FCB
      from the Final Order shall not release or waive FCB’s ongoing obligation to
      comply with all state or federal statutes and regulations governing financial
      institutions.

    48.  This
      Agreement is being entered into without prejudice to the rights of the OFR
      to
      take any future action concerning FCB including its directors, officers,
      employees, as the OFR deems necessary and appropriate to insure compliance
      with
      the terms of the Final Order and this Agreement, any other Order entered
      concerning FCB, or to prevent any violation of laws, regulations, or rules
      relating to financial institutions.

    49.  The
      invalidity of any clause contained herein shall not affect the enforceability
      of
      the remainder of this Agreement.

    50   .  This
      Agreement shall be interpreted and governed by the laws of the State of Florida
      and, if applicable, the United States of America.

    


    


    WHEREFORE,
      and it is resolved that, in consideration of the foregoing, the Office of
      Financial Regulation and Florida Community Bank hereby execute this Agreement
      and consent to its terms, this 25th day of May, 2007.

    


    STATE
      OF
      FLORIDA, OFFICE
      OF                                                                           FLORIDA
      COMMUNITY BANK

    FINANCIAL
      REGULATION                                                                        IMMOKALEE,
      FLORIDA

    


    


    BY:  _/s/
      Linda B. Charity
____________                                                                                                BY:           /s/
      Beauford E. Davidson________

    Linda
      B. Charity,
      Director                                                                             Beauford
      E. Davidson, as a Director

             Division
      of Financial Institutions

    /s/
      Patrick B.
      Langford__________

    Patrick
      B. Langford, as a
      Director

    


    /s/
      Lewis J.
      Nobles______________

    Lewis
      J. Nobles, Jr., as a
      Director

    


    /s/
Jon
      R.
      Olliff_________________

    Jon
      R. Olliff, as a
      Director

    


    /s/
      James W.
      O’Quinn____________

    James
      W. O’Quinn, as a
      Director

    


    /s/
      Stephen L.
      Price_____________

    Stephen
      L. Price, as a
      Director

    


    /s/
      Brenard T.
      Rasmussen_________

    Bernard
      T. Rasmussen, as a
      Director

    


    /s/
      Daniel G.
      Rosbough__________

    Daniel
      G. Rosbough, as a
      Director



    


    


    


    I,
      Maricela S. Nunez, Corporate Secretary of the Florida Community Bank, Immokalee,
      Florida, hereby certify that the foregoing Stipulation and Consent Agreement
      was
      duly enacted by the Board of Directors of Florida Community Bank, this 22nd
      day
      of May, 2007.

    BY:  /s/
      Maricela S.
      Nunez___________________

            Corporate
      Secretary