Exhibit 10.1 to
	 	8-K dated January 10, 2013


 


UNITED
STATES OF AMERICA


DEPARTMENT
OF THE TREASURY


OFFICE
OF THE COMPTROLLER OF THE CURRENCY


 


	 	)	 
	In the Matter of:	)	 
	 	)	 
	Seacoast National Bank	)	AA-EC-12-154
	Stuart, Florida	)	 
	 	)	 
	 	)	 


 


STIPULATION
AND CONSENT TO A CIVIL MONETARY PENALTY


 


WHEREAS,
the Comptroller of the Currency of the United States of America (“Comptroller”), through his National Bank Examiners,
has supervisory authority over Seacoast National Bank, Stuart, Florida (“Bank”);


 


WHEREAS,
the Comptroller intends to initiate a civil monetary penalty proceeding against the Bank pursuant to section 102(f) of the Flood
Disaster Protection Act, as amended, (“Flood Act”) (42 U.S.C. § 4012a(f)), based on the Bank’s pattern
or practice of violations of the Flood Act and its implementing regulations, specifically 12 C.F.R. § 22.7 (relating to the
forced placement of flood insurance);


 


WHEREAS,
in the interest of cooperation and to avoid the costs associated with future administrative and judicial proceedings with respect
to the above matter, the Bank, without admitting or denying any wrongdoing, desires to enter into this Stipulation and Consent
Order (“Order”); and


 


NOW THEREFORE,
in consideration of the above premises, it is stipulated by and between the Comptroller, through his duly authorized representative,
and the Bank that:


 



    	 



    	 



    

 


Article
I


 


JURISDICTION


 


(1)    The
Bank is a national banking association, chartered and examined by the Comptroller pursuant to the National Bank Act of 1864, as
amended, 12 U.S.C. § 1 et seq. Accordingly, the Bank is an “insured depository institution” as that term
is defined in 12 U.S.C. § 1813(c)(2) and is a “regulated lending institution” as that term is defined in 42 U.S.C.
§ 4003(a)(10).


 


(2)    Pursuant
to 42 U.S.C. §§ 4003(a)(5) and 4012a(f), the Comptroller is the “appropriate Federal entity for lending regulation”
to maintain an enforcement proceeding against the Bank for Flood Act violations.


 


Article
II


 


ORDER
FOR CIVIL MONETARY PENALTY


 


The Bank hereby consents, and
the Comptroller Orders that:


 


(1)    The
Bank shall pay a civil monetary penalty in the amount of twenty-six thousand, nine hundred and fifty dollars ($26,950.00) upon
execution of this Order.


 


(2)    The
Bank shall make payment in full by check made payable to the National Flood Insurance Program and shall deliver the payment to:
Kevin Montgomery, FEMA, 1800 South Bell Street, Room 510, Arlington, VA 20598-3010. The docket number of this action shall be
entered on the check.


 


(3)
    The Bank shall submit a copy of the check to the Director, Enforcement & Compliance Division,
250 E Street, SW, Washington, DC 20219.


 



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(4)
    This Order shall be enforceable to the same extent and in the same manner as an effective and outstanding
order that has been issued and has become final pursuant to 12 U.S.C. §§ 1818(h) and (i) and 42 U.S.C. § 4012a.


 


Article
III


 


WAIVERS


 


(1)     By
executing this Order, the Bank waives:


 


		(a)	the right to the issuance of a
                                                             Notice under 12 U.S.C. § 1818(i) and 42 U.S.C. § 4012a(f)(4)
                                                             and recognizes that the letter dated June 5, 2012, from Brett B.
                                                             Bouchard, Assistant Deputy Comptroller for the Miami Field Office,
                                                             constitutes a valid substitute notice (“Notice Letter”);



 


		(b)	all rights to a hearing and a final
                                                             agency decision pursuant to 12 U.S.C. § 1818(i), 12 C.F.R. Part
                                                             19, and 42 U.S.C. § 4012a(f)(4);



 


		(c)	all rights to seek judicial review
                                                             of this Order; and



 


		(d)	all rights in any way to contest
                                                             the validity of this Order.



 


(2)
    The Bank declares that no separate promise or inducement of any kind has been made by the
Comptroller, his agents or employees to cause or induce the Bank to agree to consent to the issuance of this Order and/or to execute
this Order.


 


(3)
    It is hereby agreed that the provisions of this Order constitute a settlement of the civil
monetary penalty proceeding contemplated by the Comptroller on the basis of the Bank’s violations of the Flood Act and its
implementing regulations as described in this Order and in the Notice Letter. However, the specific violations described herein
and in the Notice Letter may be used by the OCC in future enforcement actions to establish a pattern or practice of misconduct
or the continuation of a pattern or practice of misconduct.


 



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(4)
     It is further agreed that the provisions of this Order shall not be construed as an adjudication
on the merits and, except as set forth above in paragraph (3) of this Article, shall not inhibit, estop, bar, or otherwise prevent
the Comptroller from taking any action affecting the Bank if, at any time, he deems it appropriate to do so to fulfill the responsibilities
placed upon him by the several laws of the United States of America.


 


(5)
     The Bank understands that nothing herein shall preclude any proceedings brought by the Comptroller
to enforce the terms of this Order, and that nothing herein constitutes, nor shall the Bank contend that it constitutes, a waiver
of any right, power, or authority of any other representatives of the United States or agencies thereof, including the Department
of Justice, to bring other actions deemed appropriate.


 


IN TESTIMONY
WHEREOF, the undersigned, authorized by the Comptroller, has hereunto set his hand on behalf of the Comptroller.


  







	 	 	 
	Jennifer C. Kelly	 	Date
	Senior Deputy Comptroller	 	 
	Midsize/Community Bank Supervision	 	 




 






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IN
TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have set their hands on behalf
of the Bank.




  





	/s/ Dennis J. Arczynski	 	January 10, 2013
	Dennis J. Arczynski	 	Date
	 	 	 
	/s/ Stephen E. Bohner	 	January 10, 2013
	Stephen E. Bohner	 	Date
	 	 	 
	/s/ John H. Crane	 	January 10, 2013
	John H. Crane	 	Date
	 	 	 
	/s/ T. Michael Crook	 	January 10, 2013
	T. Michael Crook	 	Date
	 	 	 
	/s/ H. Gilbert Culbreth, Jr.	 	January 10, 2013
	H. Gilbert Culbreth, Jr.	 	Date
	 	 	 
	/s/ Christoher E. Fogal	 	January 10, 2013
	Christopher E. Fogal	 	Date
	 	 	 
	/s/ Roger O. Goldman	 	January 10, 2013
	Roger O. Goldman	 	Date
	 	 	 
	/s/ Robert B. Goldstein	 	January 10, 2013
	Robert B. Goldstein	 	Date
	 	 	 
	/s/ Dale M. Hudson	 	January 10, 2013
	Dale M. Hudson	 	Date
	 	 	 
	/s/ Dennis S. Hudson, Jr.	 	January 10, 2013
	Dennis S. Hudson, Jr.	 	Date
	 	 	 
	/s/ Dennis S. Hudson, III	 	January 10, 2013
	Dennis S. Hudson, III	 	Date
	 	 	 
	/s/ Thomas E. Rossin	 	January 10, 2013
	Thomas E. Rossin	 	Date
	 	 	 
	/s/ Edwin E. Walpole, III	 	January 10, 2013
	Edwin E. Walpole, III	 	Date