exhibit10_9.htm


    
      

    
Exhibit
10.9




    


     

    STATE OF
FLORIDA

     

    OFFICE OF
FINANCIAL REGULATION

    


     

    IN THE
MATTER
OF:                                                                                               )           ADMINISTRATIVE

     

    PROCEEDING

     

    FLORIDA
COMMUNITY
BANK,                                                                                               )           NO.
0554-FI-9/08

     

    IMMOKALEE,
FLORIDA                                                                                               )

     

    }

    


     

    STIPULATION
AND CONSENT TO

     

    ENTRY OF ORDER TO CEASE. AND
DESIST

    


     

    The State
of Florida, Office of Financial Regulation ("OFFICE"), and Florida

     

    Community
Bank ("BANK"), Immokalee, Florida, hereby enter into this STIPULATION AND CONSENT TO ENTRY OF ORDER TO CEASE AND
DESIST (hereinafter "STIPULATION") and agree as follows:

     

    1.
Consideration. The OFFICE, based on its examination of the BANK and other
information reported to it, believes that necessary grounds exist to initiate an
administrative cease and desist proceeding pursuant to Section 655.033, Florida
Statutes (2008), against the BANK. The OFFICE also acknowledges the BANK's
significant progress in correcting numerous areas of concern identified in the
May 25, 2007, Stipulation and Consent Agreement, as adopted in the OFFICE's
Final Order of May 31, 2007, in Administrative Proceeding Number 0342-B-9/06 ("2007 ORDER"). The BANK
desires to cooperate with the OFFICE and to avoid the time and expense of
administrative litigation and, without admitting or denying that such grounds
exist, hereby stipulates and agrees to the following terms in consideration of
the OFFICE's forbearance from initiating such administrative litigation through
the attached ORDER TO CEASE AND
DESIST ("ORDER"), which upon issuance by the OFFICE shall terminate and
supersede the 2007 ORDER. 


    
      
        
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    2.
Jurisdiction.

     

    (a) Florida Community Bank is a Florida
state-chartered bank, charter number 306, with its principal place of business at 1400
North 15th Street, Immokalee, Florida 34142, and is thus a state financial
institution, as that term is defined in Section 655.005(1)(p), Florida Statutes,
and an insured depository institution, State nonmember bank, as those terms are
defined in 12 U.S.C. § 1813 of the Federal Deposit Insurance Act ("Act"),
12 U.S.C. § 1811 et seq.

     

    (b) As a
state-chartered financial institution, the BANK and each of its directors,
officers, and employees are. subject in all respects to Chapters 655 and 658,
Florida Statutes, and the rules and regulations promulgated thereunder as
contained in Chapter 69U, Florida Administrative Code.

    (c) As an insured depository
institution, the BANK and each of its directors, officers, and employees are
subject in all respects to the Act and the Federal Deposit Insurance
Corporation's ("FDIC") Rules and Regulations promulgated thereunder as
set forth in 12 C.F.R. Parts 300-399.

    (d) As a
state-chartered financial institution, the BANK acknowledges that the OFFICE has
jurisdiction and authority to issue the ORDER pursuant to Section 655.033,
Florida Statutes, for violations of laws and rules relating to the operation of
a financial institution and unsafe and unsound practices.

    (e) As an insured depository
institution, the BANK acknowledges that the FDIC has jurisdiction and authority
to issue a separate cease and desist order pursuant to Section 8(b) of
the Act, 12 U.S.C. § 1818(b) and 12 C.F.R. Part 303.

    


     

    3. Consent. The BANK,
without admitting or denying any violations of laws,

     

    regulations,
or rules, and without admitting or denying having engaged in any unsafe or
unsound practices, hereby consents and agrees to the entry by the OFFICE of the
attached ORDER and the termination of the 2007 ORDER. The
BANK further consents and agrees to comply with the provisions of the
ORDER upon its entry. The terms of this STIPULATION are incorporated by
reference into said ORDER.

    


     

    4. Finality and
Enforceability. The BANK stipulates and agrees that the
attached

     

    ORDER
shall, upon its issuance, become effective and enforceable as an "order" defined
in Section 655.033, Florida Statutes, and "cease and desist order" as defined in
Section 655.041, Florida Statutes, and that the ORDER is otherwise legally
sufficient.

     

    Further,
the BANK stipulates and agrees that the ORDER shall constitute final
agency

     

    action by
the OFFICE, for which the OFFICE has the power to enforce the terms of the ORDER
pursuant to Chapters 120, 655, and 658, Florida Statutes.

     

    5. Waiver of the Notice of
Charges, Hearing, and Judicial Review. The BANK

    


     

    acknowledges
that it has been advised to seek independent legal counsel, that it had
an

     

    opportunity to consult with an attorney
as to the BANK's rights and obligations prior to signing this STIPULATION, and that the BANK is
acting freely and voluntarily, intending to be bound by the STIPULATION
and ORDER.

    The BANK
knowingly and voluntarily waives its rights to separately stated Findings of
Fact, Conclusions of Law, Notice of Rights, and any other notice contained in
any administrative complaint, cease and desist order, and this STIPULATION, its
rights to any administrative hearing provided in Section 120.57, Florida
Statutes, and further waives any right to seek judicial review of the ORDER or
of the' STIPULATION as otherwise provided by Section 120.68, Florida Statutes.
Such waivers of rights by the BANK, include, but are not limited
to:

     

    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, including but
not limited to any additional notice required under section 655.041, Florida
Statutes, for the OFFICE to seek administrative fines for any violation of the
ORDER;

     

    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 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 this
STIPULATION or the ORDER adopting this STIPULATION.

     

    6. Effectiveness. The
BANK stipulates and agrees that this STIPULATION, the

     

    ORDER
attached hereto, and the termination of the 2007 ORDER shall be effective on the
date of issuance of the ORDER by the OFFICE.

    


     

    7. Future Action. This
STIPULATION is being entered into without prejudice to the

     

    rights of
the OFFICE to take any future action against the BANK and each of the directors
as the OFFICE deems necessary and appropriate to insure compliance with the
terms of this STIPULATION and the
attached ORDER, any other order entered against the BANK, or to prevent
any violation of laws, regulations, or rules relating to financial institutions.


     

    8. Controlling Law. The invalidity of
any clause contained herein shall not affect the enforceability of the
remainder of this STIPULATION. This STIPULATION 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, the BANK, and each of the
directors on behalf of the BANK, hereby execute this STIPULATION AND CONSENT TO
ENTRY OF ORDER TO CEASE AND DESIST and consent to its terms,

     

    this                                    day
of                                       ,            2008.

    


    


     

    STATE OF
FLORIDA, OFFICE OF

     

    FINANCIAL
REGULATION

    


    


     

    BY:

     

    Linda B.
Charity, Director

     

    Division
of Financial Institutions

    


    


     

    FLORIDA
COMMUNITY BANK,

     

    IMMOKALEE,
FLORIDA

     

    BY:

    


    


    


     

    Beauford
E. Davidson, as a Director

    


    


     

    Patrick
B. Langford, as a Director

    


    


    


     

    James W.
O' Quinn, as a Director

    


    


    


     

    Bernard
T. Rasmussen, as a Director

    


    


    


    


    


    


    


     

    Charles
B. Edwards, as a Director

    


    


    


     

    Jon R.
Olliff, as a Director

    


    


    


     

    Stephen
L. Price, as a Director

    


    


    


     

    Daniel G.
Rosbough, as a Director



    
      
        
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    I,                                                                ,
Corporate Secretary of Florida Community Bank, Immokalee, Florida,
hereby certify that the foregoing STIPULATION AND CONSENT TO ENTRY OF ORDER TO
CEASE AND DESIST and Resolution agreeing to the terms of the aforesaid ORDER TO
CEASE AND DESIST was duly enacted by the Board of Directors of Florida
Community Bank, thisday of,2008.

    


    


    


     

    BY:

     

    Corporate
Secretary

    


    


    


     

    The
undersigned, as Regional Director for the Federal Deposit Insurance
Corporation,

     

    acknowledges
this STIPULATION AND CONSENT TO ENTRY OF ORDER TO CEASE AND DESIST executed by the State of
Florida, Office of Financial Regulation, and Florida Community Bank, Immokalee,
Florida, and considers its execution as representing a commitment to the Federal
Deposit Insurance Corporation from the Board of Directors of Florida Community
Bank, Immokalee, Florida, to comply with the terms of the STIPULATION and
the attached ORDER TO CEASE AND DESIST.

    


     

    Date:

     

    BY:

     

    Mark S.
Schmidt

     

    Regional
Director

     

    Federal
Deposit Insurance Corporation

    


    


    


    


    


    



    
      
        
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    STATE.OF
FLORIDA

     

    OFFICE OF
FINANCIAL REGULATION

    


    


    


    


     

    IN THE
MATTER
OF:                                                                                               )           ADMINISTRATIVE

     

    PROCEEDING

     

    FLORIDA COMMUNITY
BANK                                                                                               )           NO.
0554-FI-9/08

     

    IMMOKALEE,
FLORIDA                                                                                               )

    


     

    ORDER TO CEASE AND
DESIST

    The State
of Florida, Office of Financial Regulation ("Office") has concluded, based upon
the Office's Report of Examination ("Report"), for the examination that
commenced on April 28, 2008, and other available information, that unsafe and
unsound practices exist at Florida Community Bank ("Bank"), Immokalee, Florida.
The Office recognizes that the Bank has made significant progress in correcting
numerous areas of concern identified in the May 25, 2007, Stipulation and
Consent Agreement, as adopted in the Office's Final Order of May 31, 2007, in
Administrative Proceeding Number 0342-B-9/06 ("2007 ORDER"). However, the Office
has determined that the continued deterioration of the national and state
economic conditions, especially in residential and commercial real estate, have
adversely impacted the Bank and therefore superseding action in the
form of an Order to Cease and Desist ("ORDER") is necessary.

     

    The Bank, by executing the attached
STIPULATION AND CONSENT TO ENTRY OF ORDER TO CEASE AND DESIST, which is hereby
incorporated by reference in this ORDER, has agreed to the entry of such
an ORDER and the termination of the 2007 ORDER.

     

    Accordingly,
it is hereby ORDERED that the Bank, and each of its
directors,  officers,

     

    employees,
and financial institution-affiliated parties, as such terms are defined in
Section

     

    655.005, Florida Statutes, and in the
Federal Deposit Insurance Act ("FDI Act") (12 U.S.C. § 1811et seq.) at 12 U.S.C. § 1813(u),
successors, assigns, and other persons participating in the conduct and
affairs of the Bank, shall CEASE AND DESIST from the following unsafe and unsound practices and violations of
applicable regulatory guidance relating to financial
institutions:

     

    A.
Operating the Bank in a manner that fails to prevent unsafe and unsound
practices and violations of regulatory guidance;

     

    B. Operating the Bank without adequate
loan underwriting standards or a loan review program that would insure
sound loan underwriting, risk assessment, and risk management;

     

    C.
Operating the Bank with an excessive level of adversely classified
assets;

     

    D.
Operating the Bank with an excessive level of brokered deposits;

     

    E.
Operating the Bank with an excessive level of concentrations in commercial
real

     

    estate
loans; and,

     

    F.
Operating the Bank with inadequate earnings.

     

    In
addition to the foregoing, IT IS HEREBY ORDERED that the Bank and its
directors,

     

    officers, employees, financial
institution-affiliated parties, successors, assigns, and other persons
participating in the conduct and affairs of the Bank take the following
affirmative corrective actions:

     

    MANAGEMENT

     

    


     

    
      	
              1.

            	
              Within
      30 days of the effective date of this ORDER, the Bank's Board of Directors
      ("Board") shall establish a Committee ("Compliance Committee") consisting
      of at least five members, responsible for ensuring compliance by the Bank
      with this ORDER. The majority of members of the Compliance Committee shall
      be independent directors as defined herein.
The

            


    

     

    
      	
               
      

            	
              Compliance
      Committee shall monitor compliance with this ORDER, and within 60 days
      from the effective date of this ORDER, and every 30 days thereafter,
      shall submit a written report

            


    

     

    
      	
               
      

            	
              detailing
      the Bank's compliance with this ORDER to the Board, for review and
      consideration

            


    

     

    
      	
               
      

            	
              during
      its regularly scheduled meeting. The compliance report and any discussion
      related to the report or ORDER shall be incorporated into the minutes of
      the meeting of the Board. Nothing contained herein shall diminish the
      responsibility of the entire Board to ensure compliance with the
      provisions of this ORDER. For the purposes of this.ORDER, an "independent
      director" shall be an individual who is a member of the Bank's Board and
      is not employed in any capacity by the Bank, any of its subsidiaries, or
      affiliated organizations, other than as a director, or is otherwise deemed
      to be an independent director for purposes of this ORDER by the Office and
      the Federal Deposit Insurance Corporation ("FDIC") (collectively, the
      "Supervisory Authorities").

            


    

     

    
      	
              2.

            	
              Within
      30 days of the effective date of this ORDER, the Board of Directors shall
      establish

            


    

     

    
      	
               
      

            	
              a
      search committee, comprised entirely of outside directors, to identify and
      recruit new Board

            


    

     

    
      	
               
      

            	
              members
      with sufficient expertise to return the bank to a safe and sound
      condition. Within 90

            


    

     

    
      	
               
      

            	
              days
      the Board shall have identified three additional qualified members and
      submitted them to

            


    

     

    
      	
               
      

            	
              the
      Supervisory Authorities for their review in accordance with paragraph
      6.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

     

    
      	
              3.

            	
              Within
      60 days of the effective date of this ORDER, the Bank's Compliance
      Committee

            


    

     

    
      	
               
      

            	
              shall
      engage a qualified outside firm, acceptable to the Supervisory
      Authorities, to perform a

            


    

     

    
      	
               
      

            	
              review
      of the Bank's management ("Management Review"). The Management Review
      shall

            


    

     

    
      	
               
      

            	
              make
      an assessment of the Bank's staffing needs and determine whether the Bank
      is adequately staffed by qualified personnel possessing the ability,
      experience, training, and other
necessary

            


    

     

    
      	
               
      

            	
              qualifications
      required to perform present and anticipated duties. The qualifications of
      management shall also be assessed in light of the current condition of the
      Bank and

            


    

     

    
      	
               
      

            	
              management's
      contribution thereto, and on its ability
to:

            


    

     

    
      	
               
      

            	
              a.

            	
              Comply
      with the requirements of this
ORDER;

            


    

     

    
      	
               
      

            	
              b.

            	
              Operate
      the Bank in a safe and sound
manner;

            


    

     

    
      	
               
      

            	
              c.

            	
              Comply
      with applicable laws, regulations, and published regulatory guidance;
      and

            


    

     

    
      	
               
      

            	
              d.

            	
              Restore all aspects of the Bank
      to a safe and sound condition, including: asset quality, capital adequacy,
      earnings, liquidity, interest rate risk, and management
      effectiveness.

            


    

     

    In the
next progress report due, in accordance with paragraph 31 of this ORDER,
following the completion of the Management Review, the Bank shall submit a copy
of the Management Review for the Supervisory Authorities' review and comment.
The Compliance Committee, following receipt of the Supervisory Authorities'
comments about the Management Review, if any, shall act upon those comments
within 30 days.

     

    
      	
              4.

            	
              Within
      60 days of the effective date of this ORDER, the Compliance Committee
      shall review, update, and expand the Management Succession Plan, last
      approved by the Board of Directors on May 15, 2008, to identify successors
      for all key officers. The updated plan shall be submitted to the
      Supervisory Authorities for review and
comment.

            


    

     



    
      	
              5.

            	
              During the life of this ORDER,
      the Board shall maintain its participation in the affairs of the Bank,
      with full responsibility for the approval of sound policies and objectives
      and for the supervision of all the Bank's
      activities including compliance with this ORDER, consistent with the role
      and expertise commonly expected for directors of banks of comparable size.
      Detailed written
      minutes of all Board and Board Committee meetings shall be maintained and
      recorded on a timely basis fully documenting the review, discussion, and
      approval or disapproval of all agenda items and any other matters
      discussed at the meetings and shall include the names of any
      dissenting directors on any matter.


            


    

     

    
      	
              6.

            	
              During
      the life of this ORDER, the Bank shall notify the Supervisory Authorities
      in writing when it proposes to add any individual to the Board or employ
      any individual as an executive officer, as that term is defined in Section
      655.005(1)(f), Florida Statutes, or as a senior executive officer as that
      term is defined in Part 303 of the FDIC Rules and Regulations, 12 C.F.R. §
      303.101, including, but not limited to, the president, chief executive
      officer, Bank Secrecy Act officer, chief lending officer, chief financial
      officer, chief credit officer, and chief operations officer. Such
      notification must be received at least 60 days before such addition or
      employment

            


    

     

    
      	
               
      

            	
              is
      intended to be effective and shall be in addition to any application or
      prior approval requirements established by Section 655.0385, Florida
      Statutes, or Section 32 of the FDI Act, 12 U.S.C. § 1831i, and
      implementing regulations. All notifications to the Supervisory Authorities
      shall, at a minimum, comply with the requirements set forth in Rule
      69U-100.03852, Florida Administrative Code, and Section
      32 of the FDI Act, 12 U.S.C. § 1831i, and Subpart F of Part 303 of the
      FDIC Rules and Regulations, 12 C.F.R. §§ 303.100 through 303.103. The
      Supervisory Authorities may specify, at their sole discretion, such
      additional information or notice requirements for the Bank to submit as
      may be deemed necessary to properly evaluate the proposed individual(s).
      The Bank shall not add or employ any proposed individual(s) if either of
      the Supervisory Authorities issues a written notice of
      disapproval.

            


    

     

    


     

    
      	
               
      

            	
              CAPITAL

            


    

     

    
      	
              7.

            	
              Within 30 days, the Bank shall
      submit to the Supervisory Authorities a Capital Plan satisfactory to the
      Supervisory Authorities for maintaining the following capital ratios, as
      defined in Part 325 of the FDIC Rules and Regulations, 12 C.F.R. §
      325.103:

            


    

     

    
      	
               
      

            	
              a.

            	
              Tier
      1 Leverage Capital Ratio of at least 8.0
  percent,

            


    

     

    
      	
               
      

            	
              b.

            	
              Tier
      1 Risk Based Capital Ratio of at least 10.0 percent,
  and

            


    

     

    
      	
               
      

            	
              c.

            	
              Total
      Risk Based Capital Ratio of at least 12.0
  percent.

            


    

     

    The
Capital Plan, at a minimum, shall address and consider the Bank's current and
future capital requirements, the volume of the Bank's adversely classified
assets, anticipated growth in the Bank's assets, the Bank's
anticipated level of earnings, funding of the Allowance for Loan and Lease
Losses ("ALLL"), and available sources of capital. Within 30 days from receipt
of any comment from the Supervisory Authorities, and after due consideration of
any recommended

     

    changes,
the Board shall approve the Capital Plan, which shall be recorded in the minutes
of the

     

    Board
meeting. Thereafter, the Bank shall implement and fully comply with the Capital
Plan.

     

    
      	
              8.

            	
              During
      the life of this ORDER, the Bank's Tier 1 Leverage Capital Ratio shall be
      maintained at no less than 8.0 percent, the Tier I Risk Based Capital
      Ratio at no less than 10.0 percent and Total Risk Based Capital Ratio at
      no less than 12.0 percent. In the event these capital ratios fall below
      the required percentages at the end of any calendar quarter, the Bank
      shall notify the Supervisory Authorities of the capital deficiency within
      ten days and shall increase capital by an amount sufficient to raise the
      ratio to the required percentages prior to the next quarter end. Any
      capital infusion or restoration plan that would tesult in the direct or
      indirect acquisition of control of the Bank, as set forth in Sections
      658.27 and 658.28, Florida Statutes, or Section 7{j) of the
      FDI Act, 12 U.S.C. § 1817(j), and the implementing FDIC rules as
      set forth in 12 C.F.R. Part 303, Subpart E, shall require the prior
      notice to, and approval of, the Supervisory Authorities before the
      execution of such plan.

            


    

     

     

    
      	
              9.

            	
              During
      the life of this ORDER, the Bank shall not declare or pay any dividends or
      make

            


    

     

    
      	
               
      

            	
              any
      other capital distributions without the prior written approval of the
      Supervisory Authorities. All requests for prior approval shall be received
      by the Supervisory Authorities at least 30 days prior to the proposed
      dividend or distribution declaration date and shall contain, but not be
      limited to, current and projected information on earnings, cash flow,
      capital, asset quality, and ALLL needs of the
  Bank.

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ASSET
      QUALITY

            


    

     

    
      	
              10.

            	
              Within
      30 days, the Bank shall eliminate from its books, by collection,
      charge-off, or other

            


    

     

    
      	
               
      

            	
              proper
      entries, all assets or portions of assets classified "Loss" in the Report,
      which have not

            


    

     

    
      	
               
      

            	
              been
      previously collected or charged off, unless approved in writing by the
      Supervisory

            


    

     

    
      	
               
      

            	
              Authorities.
      As long as this ORDER remains in effect, the Bank shall, within 30 days of
      receipt of any official Report of Examination of the Bank from the
      Supervisory Authorities, eliminate from its books by collection,
      charge-off, or other proper entries, all assets or portions of assets
      classified "Loss" which have not been previously collected or charged off,
      unless approved in writing by the Supervisory Authorities.
  

            


    

     

    
      	
              11.

            	
              Within 30 days of the effective
      date of this ORDER, the Board shall establish a Special Assets
      Committee, the majority of which shall be comprised of outside directors.
      Active officers participating in the Special Assets Committee shall not
      have had any role in the underwriting or approval of assets subject to
      this committee. The Special Assets Committee shall oversee loan and Other
      Real Estate Owned (OREO) workout efforts and approve all major aspects of
      loan and OREO improvement plans, including the Classified Assets Plan
      developed pursuant to paragraph 12 of this ORDER. The committee shall meet
      no less often than monthly.

            


    

     

    
      	
              12.

            	
              Within
      60 days from the effective date of this ORDER, under supervision of the
      Special Assets Committee established pursuant to paragraph 11 of this
      ORDER, the Bank shall formulate a written plan to reduce the Bank's risk
      exposure in each asset, or relationship, in excess of $500,000 and
      classified "Substandard" or "Doubtful" in the Report, or classified "Loss"
      but permitted to remain on the books pursuant to written approval of the
      Supervisory Authorities ("Classified Assets Plan"). For purposes of this
      provision, "reduce" means to collect, charge off, or improve the quality
      of an asset so as to warrant its removal from adverse classification by
      the Supervisory Authorities. In developing the Classified Assets Plan
      mandated by this paragraph, the Bank shall, at a minimum, and with respect
      to each adversely classified loan or lease, review, analyze, and document
      the financial position of the borrower, including source of repayment,
      repayment ability, and alternative repayment sources, as well as the value
      and accessibility of any pledged or assigned collateral, and any possible
      actions to improve the Bank's collateral
  position.

            


    

     

    
      	
               
      

            	
              a.

            	
              In
      addition, the Classified Assets Plan mandated by this provision shall also
      include, but not be limited to, the
following:

            


    

     

    
      	
               
      

            	
              i.

            	
              A
      schedule for reducing the outstanding dollar amount of each of these
      adversely classified assets;

            


    

     

    
      	
               
      

            	
              ii.

            	
              Specific action plans intended to
      reduce the Bank's risk exposure in eachclassified
      asset;

            


    

     

    
      	
               
      

            	
              iii.

            	
              A
      schedule showing, on a quarterly basis, the expected consolidated balance
      of all adversely classified assets, and the ratio of the consolidated
      balance to the Bank's projected Tier 1 capital plus the
    ALLL;

            


    

     

    
      	
               
      

            	
              iv.

            	
              A
      provision for the Bank's submission of monthly written progress reports to
      the Board; and

            


    

     

    
      	
               
      

            	
              v.

            	
              A
      provision mandating Board review of the progress reports, with a notation
      of the review recorded in the minutes of the meeting of the
      Board.

            


    

     



    
      	
               
      

            	
              b.

            	
              The
      Classified Assets Plan mandated by this provision shall further require a
      reduction in the aggregate balance of assets classified "Substandard" and
      "Doubtful" in the Report, or classified "Loss" but permitted to remain on
      the books pursuant to paragraph 10, in accordance with the following
      schedule:

            


    

     

    
      	
               
      

            	
              i.

            	
              Within
      120 days of the effective date of this ORDER, to not more than 130 percent
      of Tier I capital plus the ALLL as determined at the end of the four month
      period;

            


    

     

    
      	
               
      

            	
              ii.

            	
              Within
      210 days of the effective date of this ORDER, to not more than 100 percent
      of Tier 1 capital plus the ALLL as determined at the end of the seven
      month period; and

            


    

     

    
      	
               
      

            	
              iii.

            	
              Within
      360 days of the effective date of this ORDER, to not more than 60 percent
      of Tier l capital plus the ALLL as determined at the end of the one year
      period.

            


    

     

    The
requirements of this paragraph do not represent standards for future operations
of the Bank. Following compliance with the above reduction schedule, the Bank
shall continue to

     

    reduce
the total volume of adversely classified assets. The Classified Assets Plan may
include a provision for increasing Tier 1 capital when necessary to achieve the
prescribed ratio.

     

    
      	
              13.

            	
              Within
      60 days of the effective date of this ORDER, the Bank shall submit the
      Classified

            


    

     

    
      	
               
      

            	
              Assets
      Plan to the Supervisory Authorities for review and comment. Within 30 days
      from

            


    

     

    
      	
               
      

            	
              receipt
      of any comment from the Supervisory Authorities, and after due
      consideration of any recommended changes, the Bank shall approve the
      Classified Assets Plan, which approval shall be recorded in the minutes:
      of the Board meeting. Thereafter, under supervision of the Special Assets
      Committee, the Bank shall implement and fully comply with the Classified
      Assets Plan. The Special Assets managing officer, as required by paragraph
      17, shall oversee efforts made to reduce adversely classified assets.
      Progress reports required by paragraph 31 shall include copies of the
      Classified Assets Plan's monthly progress reports provided to the
      Board.

            


    

     


    
      
        
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              14.

            	
              While
      this ORDER is in effect, the Bank shall not extend, directly or
      indirectly, any

            


    

     

    
      	
               
      

            	
              additional
      credit to, or for the benefit of, any borrower who has a loan or other
      extension of credit or obligation with the Bank that has been, in whole or
      in part, charged off or classified "Loss" or "Doubtful" by either of the
      Supervisory Authorities or any internal or external reviewer of asset
      quality and is uncollected. The requirements of this paragraph shall not
      prohibit the Bank from renewing any credit already extended to the
      borrower after collecting in cash all interest and fees due from the
      borrower. This paragraph shall not apply if the Bank's failure to extend
      further credit to a particular borrower would be detrimental to the best
      interests of the Bank. Prior to extending additional credit pursuant to
      this paragraph, whether in the form of a renewal, extension, or further
      advance of funds, such additional credit shall be approved by the Board,
      or a designated committee thereof, who shall certify, in
      writing:

            


    

     

    
      	
               
      

            	
              a.

            	
              Why
      failure of the Bank to extend such credit would be detrimental to the best
      interests of the Bank;

            


    

     

    
      	
               
      

            	
              b.

            	
              That the extension of such credit
      would improve the Bank's position, is necessary to protect the Bank's
      interests, and is adequately secured, including an explanatory
      statement of how the Bank's position would
  improve;

            


    

     

    
      	
               
      

            	
              c.

            	
              That
      an appropriate workout plan has been developed and will be implemented in
      conjunction with the additional credit to be
  extended;

            


    

     

    
      	
               
      

            	
              d.

            	
              All
      necessary loan documentation is on file, including, at a minimum, current
      financial and cash flow information, and satisfactory appraisal, title and
      lien documents; and

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      signed certification shall be made a part of the minutes of the Board or
      designated committee meeting with a copy retained in the borrower's credit
      file.

            


    

     



    
      	
              15.

            	
              While this ORDER is in effect,
      the Bank shall not extend, directly or indirectly, any additional credit
      to, or for the benefit of, any borrower whose loans are adversely
      classified "Substandard" by either of the Supervisory Authorities or any
      internal or external reviewer of asset quality, without prior
      approval by the Board, or a designated committee thereof. The Board
      or committee shall
      not approve the proposed extension without first making affirmative
      determinations that:

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      extension of credit is in full compliance with the Bank's loan
      policy;

            


    

     

    
      	
               
      

            	
              b.

            	
              The extension of credit is
      necessary to protect the Bank's interests, or is adequately
      secured;

            


    

     

    
      	
               
      

            	
              c.

            	
              The Bank found the primary and
      secondary obligors to be creditworthy based on a credit
      analysis;

            


    

     

    
      	
               
      

            	
              d.

            	
              All
      necessary loan documentation is on file, including, at a minimum, current
      financial and cash flow information, and satisfactory appraisal, title and
      lien documents; and

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      Board's affirmative determination is recorded in the minutes of the Board
      or designated committee meeting with a copy retained in the borrower's
      credit file.

            


    

     

    
      	
              16.

            	
              Within 45 days of the effective
      date of this ORDER, the Special Assets Committee shall perform an
      evaluation of the Special Assets Department to identify any management or
      staffing needs necessary to properly manage the deteriorating asset
      quality. The evaluation shall be reduced to writing and submitted to the
      Supervisory Authorities for review and
comment.

            


    

     

    
      	
              17.

            	
              Within
      60 days of the effective date of this ORDER, the Special Assets Department
      shall be reorganized so that:

            


    

     

    
      	
               
      

            	
              a.

            	
              It is managed by a qualified
      executive officer with adequate training, proven workout
      experience, and who has been delegated full authority and resources
      to implement the Classified Assets Plan developed pursuant to paragraph 12
      of this ORDER, and who has not had any role in underwriting or approval of
      assets subject to Special Assets Committee oversight;
  and

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Special Assets Department managing officer shall report to the Special
      Assets Committee which shall oversee efforts made to reduce adversely
      classified assets.

            


    

     


    
      
        
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              18.

            	
              Within
      60 days of the effective date of this ORDER, written policies and
      procedures

            


    

     

    
      	
               
      

            	
              supporting
      the Special Assets Department shall be revised and updated
    to:

            


    

     

    
      	
               
      

            	
              a.

            	
              Give
      necessary authority to the Special Assets Department and managing officer
      to take measures necessary to resolve asset
  problems;

            


    

     

    
      	
               
      

            	
              b.

            	
              Clearly
      identify the workout function of the
department;

            


    

     

    
      	
               
      

            	
              c.

            	
              Clearly
      establish accountability of department
  personnel;

            


    

     

    
      	
               
      

            	
              d.

            	
              Address
      the timing of placing an asset into the
  department;

            


    

     

    
      	
               
      

            	
              e.

            	
              Address
      collection procedures fully, including but not limited to the steps,
      timing and sequence of collection
measures;

            


    

     

    
      	
               
      

            	
              f.

            	
              Establish
      reduction schedules or goals for the level of adversely classified assets;
      and

            


    

     

    
      	
              g.

            	
              Establish
      the proper accounting treatment for carrying foreclosed real estate and
      repossessed personal property in accordance with Section 658.67(9),
      Florida Statutes.

            	
              In
      the next progress report required by paragraph 31 following their
      preparation, copies of

            


    

     

    
      	
               
      

            	
              the
      revisions shall be submitted to the Supervisory Authorities for review
      and' comment. Within 30 days of receipt of such comments from the
      Supervisory Authorities, and after consideration of such comments, the
      Board shall approve the revised policies and procedures, which approval
      shall be recorded in the minutes of the Board meeting. Thereafter, the
      revised policies and procedures shall be fully enforced by the Board and
      the Bank's management.

            


    

     

    
      	
              19.

            	
              Within
      30 days of the effective date of this ORDER, the Bank shall develop a plan
      to

            


    

     

    
      	
               
      

            	
              address
      loan administration and underwriting deficiencies noted in the Report
      ("Underwriting Plan"), including:

            


    

     

    
      	
               
      

            	
              a.

            	
              Consistency
      in complying with Loan Policy requirements to evaluate global cash flows.
      An evaluation of global cash flows includes, but is not necessarily
      limited to,

            


    

     

    
      	
               
      

            	
              consideration
      of all cash flows of borrowers and guarantors that are
      potentially

            


    

     

    
      	
               
      

            	
              available
      to meet all debt servicing requirements and, as compared to those
      debt

            


    

     

    
      	
               
      

            	
              servicing
      requirements, consider how they are scheduled to change over
      time;

            


    

     

    
      	
               
      

            	
              b.

            	
              Appropriate
      appraisal review practices and the inclusion of appraisal review reports
      in the loan files; and,

            


    

     

    
      	
               
      

            	
              c.

            	
              Ceasing
      to make any extension or renewal of loans for more than 12 months without
      principal reductions as currently required by the Bank's
      policy.

            


    

     

    In the
next progress report required by paragraph 31 following its preparation, a copy
of the Underwriting Plan shall be submitted to the Supervisory Authorities for
review and comment.

     

    Within 30
days of receipt and after consideration of all such comments from the
Supervisory

     

    Authorities,
the Board shall approve the Underwriting Plan, which approval shall be recorded
in

     

    the
minutes of the Board meeting. Thereafter, the Bank shall implement and fully
comply with

     

    the
Underwriting Plan.

     

    
      	
              20.

            	
              Within
      60 days of the effective date of this ORDER, the Bank shall enhance its
      internal

            


    

     

    
      	
               
      

            	
              loan
      review function so that review ratings accurately reflect credit
      quality.

            


    

     

    
      	
              21.

            	
              Within
      60 days from the effective date of this ORDER, the Bank's Loan Policy
      shall be revised to address the deficiencies noted in the Report. The
      revisions shall include, in addition to those prescribed elsewhere in this
      ORDER, the following:

            


    

     

    
      	
               
      

            	
              a.

            	
              Clear
      identification of the Bank's trade
area;

            


    

     

    
      	
               
      

            	
              b.

            	
              Requirement
      that loan offerings accurately identify the loan purpose and the sources
      of repayment other than sale of the
collateral;

            


    

     

    
      	
               
      

            	
              c.

            	
              Debt-service
      coverage limits;

            


    

     

    
      	
               
      

            	
              d.

            	
              Guidance
      of the December 13, 2006, Interagency Policy Statement on the Allowance
      for Loan and Lease Losses;

            


    

     

    
      	
               
      

            	
              e.

            	
              Requirement
      for the approval of the Board or Committee for advancing new funds to any
      adversely classified borrower; and,

            


    

    
      	
               
      

            	
              f.

            	
              Guidelines
      for obtaining new appraisals.

            


    

     

    In the next progress report required by
paragraph 31 following their preparation, a copy of the Loan Policy
revisions shall be submitted to the Supervisory Authorities for review
and

     

    comment.
Within 30 days of receipt and after consideration of all such comments from
the

     

    Supervisory
Authorities, the Board shall approve the revised policies and procedures, which
approval shall be recorded in the minutes of the Board meeting.

     


    
      
        
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    CONCENTRATIONS

     

    
      	
              22.

            	
              Within
      30 days from the effective date of this ORDER, the Bank shall review its
      concentrations of credit as listed on page 76 of the
      Report to identify the level of risk and develop a written plan, approved
      by its Board and acceptable to the Supervisory Authorities, to
      systematically reduce the Bank's level of concentration risk
      ("Concentration Plan"), which, at a minimum, shall
  include:

            


    

     

    
      	
               
      

            	
              a.

            	
              Percent
      of capital to which the Bank shall reduce each
    concentration;

            


    

     

    
      	
               
      

            	
              b.

            	
              Timeframes
      for achieving the reduction in dollar levels identified in response to
      subparagraph a;

            


    

     

    
      	
               
      

            	
              c.

            	
              Provisions
      for the submission of monthly written progress reports to the Board for
      review and notation in the minutes of its meetings;
  and,

            


    

     

    
      	
               
      

            	
              d.

            	
              Procedures
      for monitoring the Bank's compliance with the Concentration Plan. In
      conjunction with preparing the' Concentration Plan, the Bank's management
      and the

            


    

     

    
      	
               
      

            	
              Board
      shall review and incorporate as appropriate in the Bank's policies and
      procedures, the final joint agency guidance Concentrations in
      Commercial Real Estate Lending, Sound Risk Management Practices as
      set forth in the FDIC's Financial Institution Letter, FIL-104-2006, dated
      December 12, 2006, and any subsequent amendments or guidance that may be
      issued.

            


    

     

    In the
next progress report required by paragraph 31 following its preparation, copies
of the

     

    Concentration
Plan and the revised policies and procedures shall be submitted to the
Supervisory

     

    Authorities
for review and comment. Within 30 days of receipt and after consideration of
all

     

    such
comments from the Supervisory Authorities, the Board shall approve the
Concentration Plan and revised policies and procedures, which
approval shall be recorded in the minutes of the Board meeting. Thereafter, the
Bank shall implement and fully comply with the Compliance Plan and the revised
policies and procedures.

     



    
      	
              23.

            	
              Within
      60 days from the effective date of this ORDER, the Board shall develop a
      written

            


    

     

    
      	
               
      

            	
              plan acceptable to the
      Supervisory Authorities which will enable the Board and management to
      monitor concentrations of risk in relation to Tier 1 capital and Total
      Risk Based Capital as those are defined at Part 325 of the FDIC's Rules
      and Regulations, 12 C.F.R. Part 325 ("Monitoring Plan"). At a minimum, the
      Monitoring Plan shall include appropriate limits for concentrations of
      credit by industry,
      product line, type of collateral, geographic location, repayment source,
      and borrower. The
      Monitoring Plan shall specifically establish limits and identify the risks
      associated with the
      concentration of commercial real estate ("CRE") loans noted in the Report,
      and address deficiencies in monitoring of concentrations noted in the
      "Examination Conclusions and Comments" and "Risk
      Management Assessment" schedules of the Report. Further, the Board shall identify procedures
      for ascertaining compliance with the Monitoring Plan, and Bank management
      shall be required to provide monthly reports to the Board regarding the
      level and composition of concentrations. Any discussions by the Board, or
      its designated committees, which are related to concentrations of risk
      shall be recorded in the minutes of the Board's regular monthly
      meetings.

            


    

     

    In the
next progress report required by paragraph 31 following its preparation, a copy
of the

     

    Monitoring
Plan shall be submitted to the Supervisory Authorities for review and comment.
Within 30 days of receipt and after consideration of all such comments from the
Supervisory Authorities, the Board shall approve the plan, which approval shall
be recorded in the minutes of the Board meeting. Thereafter, the Bank shall
implement and fully comply with the Monitoring Plan.

     


    
      
        
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              ALLOWANCE
      FOR LOAN AND LEASE LOSSES (ALLL)

            


    

     

    
      	
              24.

            	
              Within
      30 days from the effective date of this ORDER, the Board shall review the
      adequacy of the ALLL. For the purpose of this provision of the ORDER, the
      adequacy of the ALLL shall be determined after the charge off of all loans
      or other items classified "Loss" in any Report of Examination from either
      of the Supervisory Authorities. The policies of the Bank shall provide for
      a review of the ALLL at least once each calendar quarter. Such reviews
      shall be completed within at least ten (10) days of the end of each
      quarter, in order that the findings of the Board with respect to the ALLL
      may be properly reported in the quarterly Reports of Condition and Income.
      Such reviews shall, at a minimum:

            


    

     

    
      	
               
      

            	
              a.

            	
              Include
      the results of the Bank's internal loan review, loan and lease loss
      experience, trends of delinquent and nonaccrual loans, estimates of
      potential loss exposure of significant credits, concentrations of credit,
      present and prospective economic conditions, and extensions of credit
      identified as "Special Mention" or adversely classified in the latest
      Report of Examination by either of the Supervisory Authorities or in any
      other report or document from an internal or external reviewer of asset
      quality; and,

            


    

     

    
      	
               
      

            	
              b.

            	
              Incorporate
      the standards- of the Federal Financial Institutions Examination Council's
      Instructions for Preparation of Consolidated Reports of Condition and
      Income, the Interagency Policy Statement on the Allowance for Loan and
      Lease Losses, and other applicable regulatory guidance that addresses the
      adequacy of the Bank's ALLL. Any deficiency in the ALLL shall be remedied
      by a charge to current operating
earnings

            


    

     

    
      	
               
      

            	
               and
      reflected in the Reports of Condition and Income for the calendar quarter
      to which it applies. The
      minutes of the Board meeting at which such review is undertaken shall
      indicate the results of the review. The Bank's policy for
      determining the adequacy of the ALLL and its implementation shall be
      satisfactory to the Supervisory Authorities at subsequent examinations
      and/or visitations.

            


    

     



    
      	
               
      

            	
              EARNINGS

            


    

     

    
      	
              25.

            	
              Within
      60 days from the effective date of this ORDER, the Bank shall formulate
      and implement a written plan to improve earnings ("Earnings Plan"). During
      the life of this ORDER, the
      Earnings Plan and any subsequent modifications thereto shall be promptly
      submitted to the Supervisory Authorities for review and comment
      within ten days after approval and adoption by the Board. Each Earnings
      Plan shall, at a minimum, describe the goals, strategies, and actions
      necessary for improving and maintaining profitability, and shall include
      realistic and comprehensive budgets with revenue and expense projections,
      the operating assumptions that form the basis for major projected income
      and expense components, a budget review process to compare actual
      performance with the projections, and an Earnings Plan review process by
      the Board not less than quarterly. In the next progress report required by
      paragraph 31 following its preparation, the
  Earnings

            


    

     

    
      	
               
      

            	
              Plan
      shall be forwarded to the Supervisory Authorities. Within 30 days of
      receipt of comments from the Supervisory Authorities, and after
      consideration of such comments, the Board shall approve the Earnings Plan,
      which approval shall be recorded in the minutes of the Board meeting.
      Thereafter, the Bank shall implement and fully comply with the Earnings
      Plan.

            


    

     

    
      	
              26.

            	
              The
      Bank shall immediately revise its 2008 business plan and operating budget
      and earnings forecast to reflect the continuing unsatisfactory asset
      quality, the $8,295,000 additional provision for loan and lease losses
      ("PLLL") in the second quarter, realistic future PLLL and their effects on
      2008 earnings, and reasonable expectations for losses on sales of OREO. No
      later than December 1, 2008, the bank shall finalize and submit to the
      Supervisory Authorities a comprehensive business plan and budget and
      earnings forecast for 2009 and 2010. The business plan and budget and
      earnings forecast shall contain narrative comments which address the
      Bank's expectations for asset growth rates and limitations, implementation
      of the Earnings Plan required by paragraph 25 of this ORDER, and the
      underlying assumptions used in determining the Bank's financial
      projections. Thereafter, quarterly progress reports regarding the
      Bank's

            


    

     

    
      	
               
      

            	
              actual
      performance compared with the budget plans shall be submitted concurrently
      with other reporting requirements set forth in Paragraph 31 of this
      ORDER.

            


    

     

    


     


    
      
        
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              LIQUIDITY

            


    

     

    


     

    
      	
              27

            	
              Upon
      the effective date of this ORDER, and so long as this ORDER remains in
      effect, the Bank shall not increase the amount of brokered deposits above
      the amount outstanding as of the effective date of this
    ORDER.

            


    

     

    
      	
               
      

            	
              a.

            	
              Within.
      10 days of the effective date of this ORDER, the Bank shall submit to the
      Supervisory Authorities for
      review and comment a written plan for reducing its reliance on brokered
      deposits ("Deposit Plan"), which shall detail the current composition of
      brokered deposits by maturity and explain the means by which such
      deposits will be
      paid. Within 30 days of receipt and after consideration of all such
      comments from the
      Supervisory Authorities, the Board shall approve the revised Deposit Plan,
      which approval shall be recorded in the minutes of the Board meeting.
      Thereafter, the Bank
      shall implement and fully comply with the Deposit Plan. For purposes of
      this ORDER, brokered deposits are defined in Section 337.6(a)(2) of the
      FDIC Rules and Regulations, 12 C.F.R. §337.6(a)(2);
  

            


    

     

    
      	
               
      

            	
              b.

            	
              During the life of this Order,
      the Bank shall limit its use of brokered deposit funds and accounts to levels acceptable
      to the Supervisory Authorities and in accordance with the Deposit Plan adopted
      pursuant to this paragraph. Controls commensurate with the liquidity and funding
      risks associated with the use of brokered deposits, as articulated-in the
      May 2001 Joint Agency Advisory on Brokered and Rate-Sensitive Deposits, shall be implemented.
      The Bank shall not accept brokered deposits except in compliance with the provisions
      of Section 29 of the FDI Act, 12 U. S. C. § 1831 f, and Section
      337.6 of the FDIC Rules and Regulations, 12 C.F.R. § 337.6;
      and,

            


    

     

    
      	
               
      

            	
              c.

            	
              Within 30 days of the effective
      date of this ORDER, the Bank's management shall prepare and implement
      internal controls and reports that track the extent to which rates of
      interest paid on new or renewed deposits vary from other interest rates in
      accordance with the measures and methods of calculation specified in
      Section 337.6 (b) of the FDIC Rules and
  Regulations.

            


    

     

    The Bank
shall provide a written progress report to the Supervisory Authorities detailing
the level, source, and use of brokered deposits with specific reference to
progress under the Bank's Deposit Plan together with the progress reports
required by paragraph 31.

     

    
      	
              28.

            	
              During
      the life of this ORDER, the Bank shall not borrow money or issue evidences
      of

            


    

     

    
      	
               
      

            	
              indebtedness,
      other than deposits, Federal Funds purchased, and Federal Home Loan
      Bank

            


    

     

    
      	
               
      

            	
              borrowings
      in compliance with all applicable state and/or federal banking regulations
      and the other provisions of this ORDER, without first obtaining written
      approval from the Supervisory Authorities. Every effort shall be made to
      reduce the Net Non Core Funding Dependence ratio to 25 percent or
      less.

            


    

     

    
      	
               
      

            	
              INTEREST
      RATE RISK MANAGEMENT

            


    

     

    
      	
              29

            	
              Within
      30 days of the effective date of this
ORDER:

            


    

     

    
      	
               
      

            	
              a.

            	
              Minutes
      of the Asset/Liability Committee shall document that members are
      knowledgeable of and agree or disagree with assumptions used in the IPS
      Sendero simulation model run by Compass
Bank;

            


    

     

    
      	
               
      

            	
              b.

            	
              Management shall quantify
      significant rate and volume variances to help explain why actual results
      are different from the forecasted results provided by the IPS Sendero
      simulation model; and, 

            


    

     

    
      	
               
      

            	
              c.

            	
              Internal
      audit reviews of the IPS Sendero simulation model shall test the
      mathematical accuracy of the model.

            


    

     

    
      	
               
      

            	
              VIOLATIONS
      OF LAWS AND REGULATIONS

            


    

     

    
      	
              30.

            	
              Within
      30 days of the effective date of this ORDER, the Bank shall eliminate or
      correct the violation of 12 C.F.R. 323.3(a) noted on page 29 of the Report
      relating to real estate appraisals.

            


    

     

    
      	
               
      

            	
              PROGRESS
      REPORTS

            


    

     

    
      	
              31

            	
              Within 30 days after the end of
      each calendar quarter following the effective date of this ORDER, the Bank
      shall furnish written progress reports to the Supervisory Authorities detailing steps taken
      to comply with the requirements of this ORDER. The requirements for progress reports
      shall continue during the life of this ORDER unless modified or terminated
      in writing by the Supervisory Authorities. All progress reports and
      other written responses to this ORDER shall be reviewed. by the Board of
      Directors and be made a part of the minutes of the Board meeting that
      conducted the review.

            


    

     


    
      
        
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    Each
quarterly progress report shall include a copy of the Consolidated Reports of
Condition and Income for the quarter just ended. Upon written request from the
Bank and a showing of good cause, the Office, in its sole discretion, may grant
extensions of time for any reporting or compliance deadline specified in this
ORDER.

     

    


     

    EFFECTIVE
DATE AND DURATION OF ORDER

     

    The
provisions of this ORDER shall become effective immediately upon execution by
the Commissioner of the Office of Financial Regulation, or his designee, and
shall be binding upon the Bank, its directors, officers, employees, agents,
successors and assigns, financial institution affiliated parties, and other
persons participating in the conduct of the affairs of the Bank. Further, this
ORDER shall remain effective and enforceable except to the extent that, and
until such time as, any provision of this ORDER shall be modified, terminated,
suspended, or set aside by the Office. The existence of this ORDER shall not
preclude either of the Supervisory Authorities from initiating other actions
with respect to the Bank.

     

    The Final Order of May 31, 2007, in
Administrative Proceeding Number 0342-B-9/06, is hereby terminated, effective
immediately upon execution of this ORDER. DONE AND ORDERED in
Tallahassee, Florida, this _ day of,2008.

     

    


     

    


     

    Linda B.
Charity, Director

     

    Division
of Financial Institutions For the Commissioner,

     

    Office of
Financial Regulation

     


    
      
        
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    NOTICE OF RIGHT TO APPELLATE
REVIEW

     

    A PARTY WHO IS ADVERSELY AFFECTED BY
THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68,
FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF
APPELLATE PROCEDURE. SUCH
PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK,
OFFICE OF FINANCIAL REGULATION, LEGAL SERVICES OFFICE, THE
FLETCHER BUILDING, SUITE 526, 200 EAST GAINES STREET, TALLAHASSEE,
FLORIDA 32399-0379; AND A COPY, ACCOMPANIED BY THE FILING FEES PRESCRIBED BY
LAW, WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 300 MARTIN LUTHER
KING, JR. BLVD., TALLAHASSEE, FLORIDA 32399-1850, OR IN
THE APPELLATE DISTRICT IN WHICH THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE
FILED WITHIN THIRTY (30) DAYS OF RENDITION OF THE FINAL ORDER TO BE
REVIEWED.

     

    


     

    CERTIFICATE
OF SERVICE

    


     

    I hereby
certify that a true and correct copy of the foregoing ORDER TO CEASE AND DESIST
has been furnished by U.S, Mail thisday of,2008 to the Board of Directors,
Florida Community Bank, 1400 North 15th Street, Immokalee, Florida
34142.

    


    


    


    


     

    Bruce
Kuhse (Florida Bar #0308470)

     

    Assistant
General Counsel

     

    Office of
Financial Regulation 200 East Gaines St.

     

    The
Fletcher Building, Suite 526

     

    Tallahassee,
FL 32399-0379

     

    Tel:
(850) 410-9896

    


    


    



    
      
        
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