ex10_9.htm


    
      

    


    


      


       

      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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


       

      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.

       

      Sec. 1813
of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. Sec. 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. Sec. 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

      


      


      


       

      Page 2 of
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      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;

      


      


      


       

      Page 3 of
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      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.

      


      


      


      


      


       

      Page 4 of
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      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

      


      


      


      


       

      Page 5 of
6

      


      


      


      


       

      Charles
B. Edwards, as a Director

      


      


      


       

      Jon R.
Olliff, as a Director

      


      


      


       

      Stephen
L. Price, as a Director

      


      


      


       

      Daniel G.
Rosbough, as a Director



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      


      


      


       

      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,
this                                                                                                                       day
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

      


      


      


      


      


      


       

      Page 6 of
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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. Sec.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      1811             et
seq.) at 12 U.S.C. Sec. 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

      


      


       

      2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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:

      


      


       

      3


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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.

      


      


      


      


       

      4


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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.
Sec.

       

      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.
Sec. 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. Sec. 1831i, and Subpart F of Part
303 of the FDIC Rules and Regulations, 12 C.F.R. Sec.Sec. 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. Sec. 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

       

      5


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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. Sec. 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.

      


       

      6


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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 each

       

      classified
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

      


      


      


       

      7


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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.

      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

      


       

      8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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

       

      C.         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;

      


      


      


      


       

      9


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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.

       

      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

      


       

      10


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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;

      


      


      


       

      11


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      d.         Guidance
of the December 13, 2006, Interagency Policy Statement on the
Allowance

       

      for Loan
and Lease Losses;

       

      C.         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.

      


       

      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

      


       

      12


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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.

      


       

      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

      


       

      13


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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.

      


      


      


      


       

      14


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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.

      


       

      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. Sec.337.6(a)(2);

      


       

      15


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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. Sec.
1831 f,

       

      and
Section 337.6 of the FDIC Rules and Regulations, 12 C.F.R. Sec. 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,

      


      


      


       

      16


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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.

       

      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.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      17


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      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 institutionaffiliated 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

      


      


      


       

      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.,

      


       

      18


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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
this                                                                                                            day
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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