First Community Bank Corporation of America's Stipulation and Consent to the Iss



 Exhibit 10.4 
 UNITED STATES OF AMERICA 
 Before the 

OFFICE OF THRIFT SUPERVISION 
  

					
	 	 	)	    	
	 In the Matter of
	 	)	    	Order No.: SE-11-009
		 	)	    	
		 	)	    	
	 FIRST COMMUNITY BANK

CORPORATION OF AMERICA
	 	 )
 )
	    	Effective Date: February 24, 2011
		 	)	    	
	 Pinellas Park, Florida
	 	)	    	
	 OTS Docket No. H-2518
	 	)	    	
	 	 	)	    	

 STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST 

WHEREAS, the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Southeast Region (Regional
Director), and based upon information derived from the exercise of its regulatory and supervisory responsibilities, has informed First Community Bank Corporation of America, Pinellas Park, Florida, OTS Docket No. H-2518 (Holding Company), that the
OTS is of the opinion that grounds exist to initiate an administrative proceeding against the Holding Company pursuant to 12 U.S.C. § 1818(b); 
 WHEREAS, the Regional Director, pursuant to delegated authority, is authorized to issue Orders to Cease and Desist where a savings and loan holding company has consented to the issuance of an
order; and 
 WHEREAS, the Holding Company desires to cooperate with the OTS to avoid the time and expense of such
administrative cease and desist proceeding by entering into this Stipulation and Consent to the Issuance of Order to Cease and Desist (Stipulation) and, without admitting or 

  
 First Community Bank
Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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denying that such grounds exist, but only admitting the statements and conclusions in Paragraphs 1 through 3 below concerning Jurisdiction, hereby stipulates and agrees to the following terms:

 Jurisdiction. 
 1. The
Holding Company is a “savings and loan holding company” within the meaning of 12 U.S.C. § 1813(w)(3) and 12 U.S.C. § 1467a. Accordingly, the Holding Company is a “depository institution holding company” as that term is
defined in 12 U.S.C. § 1813(w)(1). 
 2. Pursuant to 12 U.S.C. § 1818(b)(9), the “appropriate Federal banking agency”
may initiate cease and desist proceedings against a savings and loan holding company in the same manner and to the same extent as a savings association for regulatory violations and unsafe or unsound acts or practices. 

3. Pursuant to 12 U.S.C. § 1813(q), the Director of the OTS is the “appropriate Federal banking agency” with jurisdiction to maintain an
administrative enforcement proceeding against a savings and loan holding company. Therefore, the Holding Company is subject to the authority of the OTS to initiate and maintain an administrative cease and desist proceeding against it pursuant to 12
U.S.C. § 1818(b). 
 OTS Findings of Fact. 
 4. Based on its August 23, 2010 examination of the Holding Company, the OTS finds that the Holding Company has engaged in unsafe or unsound banking practices, including: 

(a) operating its wholly owned savings association subsidiary, First Community Bank of America, Pinellas Park, Florida, OTS Docket
No. 08074 (Association), with an inadequate level of capital protection for the volume, type and quality of assets held by the Association; 
 (b) operating the Association with inadequate earnings to augment capital and support reserves; 

  
 First Community Bank
Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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 (c) operating the Association with an excessive level of adversely classified loans and
assets; and 
 (d) operating the Association with an excessive concentration of commercial real estate and construction loans.

 Consent. 
 5. The
Holding Company consents to the issuance by the OTS of the accompanying Order to Cease and Desist (Order). The Holding Company further agrees to comply with the terms of the Order upon the Effective Date of the Order and stipulates that the Order
complies with all requirements of law. 
 Finality. 
 6. The Order is issued by the OTS under 12 U.S.C. § 1818(b). Upon the Effective Date, the Order shall be a final order, effective, and fully enforceable by the OTS under the provisions of 12 U.S.C.
§ 1818(i). 
 Waivers. 
  

	7.	The Holding Company waives the following: 

 (a) the right to be served with a written notice of the OTS’s charges against it as provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509; 

(b) the right to an administrative hearing of the OTS’s charges as provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;

 (c) the right to seek judicial review of the Order, including, without limitation, any such right provided by 12 U.S.C. §
1818(h), or otherwise to challenge the validity of the Order; and 
 (d) any and all claims against the OTS, including its
employees and agents, and any 

  
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Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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other governmental entity for the award of fees, costs, or expenses related to this OTS enforcement matter and/or the Order, whether arising under common law, federal statutes, or otherwise.

 OTS Authority Not Affected. 
 8. Nothing in this Stipulation or accompanying Order shall inhibit, estop, bar, or otherwise prevent the OTS from taking any other action affecting the Holding Company if, at any time, the OTS deems it
appropriate to do so to fulfill the responsibilities placed upon the OTS by law. 
 Other Governmental Actions Not Affected.

 9. The Holding Company acknowledges and agrees that its consent to the issuance of the Order is solely for the purpose of resolving
the matters addressed herein, consistent with Paragraph 8 above, and does not otherwise release, discharge, compromise, settle, dismiss, resolve, or in any way affect any actions, charges against, or liability of the Holding Company that arise
pursuant to this action or otherwise, and that may be or have been brought by any governmental entity other than the OTS. 

Miscellaneous. 
 10. The laws of
the United States of America shall govern the construction and validity of this Stipulation and of the Order. 
 11. If any provision of this
Stipulation and/or the Order is ruled to be invalid, illegal, or unenforceable by the decision of any Court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby, unless the Regional Director in his or her sole discretion determines otherwise. 
 12. All references to the OTS in this
Stipulation and the Order shall also mean any of the OTS’s predecessors, successors, and assigns. 

  
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Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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 13. The section and paragraph headings in this Stipulation and the Order are for convenience only and shall
not affect the interpretation of this Stipulation or the Order. 
 14. The terms of this Stipulation and of the Order represent the final
agreement of the parties with respect to the subject matters thereof, and constitute the sole agreement of the parties with respect to such subject matters. 
 15. The Stipulation and Order shall remain in effect until terminated, modified, or suspended in writing by the OTS, acting through its Regional Director or other authorized representative. 

Signature of Directors/Board Resolution. 
 16. Each Director signing this Stipulation attests that he or she voted in favor of a Board Resolution authorizing the consent of the Holding Company to the issuance of the Order and the execution of the
Stipulation. This Stipulation may be executed in counterparts by the directors after approval of the execution of the Stipulation at a duly called board meeting. 
 [Remainder of Page Intentionally Left Blank] 

  
 First Community Bank
Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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 WHEREFORE, the Holding Company, by its directors, executes this Stipulation.

  

									
		 		 		 	Accepted by:
			
	FIRST COMMUNITY BANK	 		 	OFFICE OF THRIFT SUPERVISION
	 CORPORATION OF AMERICA
	 		 		 	
	 Pinellas Park, Florida
	 		 		 	
					
	 By:
	 	 /s/ Robert M. Menke
	 		 	By:	 	 /s/ James G. Price

		 	 Robert M. Menke
	 		 		 	James G. Price
		 	 Chairman
	 		 		 	Regional Director, Southeast Region
				
		 		 		 	Date: See Effective Date on page 1
		 	 /s/ Brad Bishop
	 		 		 	
		 	 Brad Bishop, Director
	 		 		 	
					
		 	 /s/ Kenneth P. Cherven
	 		 		 	
		 	 Kenneth P. Cherven, Director
	 		 		 	
					
		 	 /s/ Kenneth Delarbre
	 		 		 	
		 	 Kenneth Delarbre, Director
	 		 		 	
					
		 	 /s/ Kenneth F. Faliero
	 		 		 	
		 	 Kenneth F. Faliero, Director
	 		 		 	
					
		 	 /s/ James E. Macaluso
	 		 		 	
		 	 James E. Macaluso, Director
	 		 		 	
					
		 	 /s/ David K. Meehan
	 		 		 	
		 	 David K. Meehan, Director
	 		 		 	
					
		 	 /s/ Robert G. Menke
	 		 		 	
		 	 Robert G. Menke, Director
	 		 		 	


  
 First Community Bank
Corporation of America 
 Stipulation and Consent to Issuance of Order to Cease and Desist 

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