**EXHIBIT 99.1**

**DEFINITIVE PROXY STATEMENT**



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**SCHEDULE 14A INFORMATION**

Proxy Statement Pursuant To Section 14(A) Of the Securities Exchange Act of
  1934

Filed by the Registrant   
  Filed by a Party other than the Registrant

Check
  the appropriate box:

Preliminary
  Proxy Statement

Confidential,
  for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive
  Proxy Statement

Definitive
  Additional Materials

Soliciting
  Material under § 240.14a-12

|FPB Bancorp, Inc.                                                             
|------------------------------------------------------------------------------
|                                                                              
|(Name of Registrant as Specified in Its Charter                               
|                                                                              
|                                                                              
|                                                                              
|(Name of Person(s) Filing Proxy Statement, if other than
      the Registrant)

Payment of Filing Fee (Check the appropriate box):

No
  fee required

$125
  per Exchange Act Rules O-11(c)(1)(iii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)
  of Schedule 14A.

Fee
  computed on table below per Exchange Act Rules 14-a6(i)(4) and O-11.

| | 1) Title of each class of securities to which transaction applies:
      __________________________________________________________________
      2) Aggregate number of securities to which transaction applies:
      _________________________________________________________________
      3) Per unit price or other underlying value of transaction computed
      pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing
      fee is calculated and state how it was determined): 
      __________________________________________________________________
      4) Proposed maximum aggregate value of transaction:
      __________________________________________________________________
      5) Total fee paid:
      __________________________________________________________________
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fee
  paid previously by written preliminary materials.

Check
  box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
  and identify the filing for which the offsetting fee was paid previously. Identify
  the previous filing by registration statement number, or the Form or Schedule
  and the date of its filing.

| | 1) Amount Previously Paid: 
      _____________________________________________
      2) Form Schedule or Registration Statement No.:
      ____________________________
      3) Filing Party: 
      _______________________________________________________
      4) Date Filed:
      ___________________________________
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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March 31, 2003

To our Shareholders:

The
  2003 Annual Meeting of Shareholders of FPB Bancorp, Inc. is being held at our
  corporate headquarters, located at 1301 Southeast Port St. Lucie Boulevard,
  Port St. Lucie, Florida, 34952, on Wednesday, April 30th, 2003, at
  5:30 p.m., local time.

The
  Notice of the Annual Meeting of Shareholders and Proxy Statement attached to
  this letter describe the formal business that will be transacted at the Annual
  Meeting and provide material information concerning that business. Directors
  and officers of FPB Bancorp, Inc. and our wholly-owned subsidiary, First Peoples
  Bank, as well as a representative of the accounting firm, Hacker, Johnson &
  Smith, P.A. will be present at the Annual Meeting to respond to your questions.
  At the Annual Meeting, we intend to cover highlights from 2002.

It
  is important that your shares be represented and voted at the Annual Meeting.
  You can vote your shares by completing and signing the enclosed proxy card.
  Should you attend the Annual Meeting and prefer to vote in person, you will
  be given that opportunity.

On
  behalf of the Board of Directors and all the employees of FPB Bancorp, Inc.
  and First Peoples Bank, we look forward to seeing you at the Annual Meeting.

Sincerely,

|                                           |                                                            
|------------------------------------------ | -----------------------------------------------------------
|Gary A. Berger
      Chairman of the Board | David W. Skiles
      President and Chief Executive Officer



---





|
|



NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
  TO BE HELD ON APRIL 30TH, 2003

The
  2003 Annual Meeting of Shareholders of FPB Bancorp, Inc. (Annual Meeting),
  will be held at our corporate headquarters located at 1301 Southeast Port St.
  Lucie Boulevard, Port St. Lucie, Florida, 34952, on April 30th, 2003,
  at 5:30 p.m., local time to consider the following items:

|**1.** | The election of
      four Class I members of the Board of Directors;                                                                                                                                          
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                
|**2.** | The adoption of
      an amendment to the 1998 Stock Option Plan;                                                                                                                                              
|       |                                                                                                                                                                                                                
|**3.** | The ratification
      of the appointment of Hacker, Johnson & Smith, P.A. as the independent
      auditors for FPB Bancorp, Inc., and its subsidiary bank for the fiscal year
      ending December 31, 2003;
|       |                                                                                                                                                                                                                
|**4.** | Adjournment of
      the Annual Meeting to solicit additional proxies in the event there are
      not sufficient votes to approve any of the foregoing items.                                                 

To
  transact any other business that properly comes before the Annual Meeting, or
  any adjournment thereof.

| | By Order of the Board of Directors,                        
| | -----------------------------------------------------------
| |                                                            
| | David W. Skiles
      President and Chief Executive Officer









Port St. Lucie, Florida
  March 31, 2003

---



|
|

PROXY STATEMENT

We
  are providing these proxy materials in connection with the solicitation by the
  Board of Directors of FPB Bancorp, Inc. (FPB) of proxies to be voted
  at our 2003 Annual Meeting of Shareholders, or at any adjournment thereof (Annual
  Meeting). FPBs Annual Report, which includes the financial statements
  for the fiscal year ended December 31st, 2002, accompanies this Proxy
  Statement, which is first being mailed to shareholders on or about March 31st,
  2003.

Date, Time and Location

| | Wednesday - April 30th, 2003                                                                                 
| | -------------------------------------------------------------------------------------------------------------
| | 5:30 p.m. local time                                                                                         
| | Corporate
      headquarters - 1301 Southeast Port St. Lucie Boulevard, 
      Port St. Lucie, Florida, 34952

Regardless
  of the number of shares of common stock that you own, it is important that your
  shares be represented by proxy or that you be present at the Annual Meeting.
  To vote by proxy, please indicate your preference in the spaces provided on
  the enclosed Proxy Card and return it signed and dated, in the enclosed postage-paid
  envelope. Proxies obtained by the Board of Directors will be voted in accordance
  with the directions given therein. If you do not indicate how your shares
  should be voted on a matter, the shares represented by your properly completed
  proxy will be voted as the Board of Directors recommends.

The
  Board of Directors knows of no additional business that will be presented for
  consideration at the Annual Meeting. Unless you indicate otherwise, however,
  execution of the enclosed Proxy Card confers discretionary authority upon the
  designated proxy holders to vote your shares in accordance with their best judgment
  on any other business that may properly come before the Annual Meeting, or any
  adjournment thereof. If you do not wish to extend such authority, you may limit
  your proxy by marking the appropriate box on the enclosed Proxy Card.

In
  order for us to have a quorum present to be able to convene the Annual Meeting,
  it is important that your proxy be returned promptly. Therefore, whether or
  not you plan to be present at the Annual Meeting, please complete, sign and
  date the enclosed Proxy Card and return it in the enclosed postage-paid envelope.

---

FPB BANCORP,
  INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952

---



|
|



*Revocation
  of Proxy*

Your
  presence at the Annual Meeting will not automatically revoke your proxy. You
  may revoke your proxy at any time prior to its exercise by simply:

| | Delivering
      a written notice of revocation to FPB;               
| | ----------------------------------------------------------------------
| | Delivering
      a duly executed proxy bearing a later date to FPB; or
| | Attending
      the Annual Meeting and voting in person.              

*Voting Procedures*

Our Articles of Incorporation do not provide
  for cumulative voting. Under the Florida Business Corporation Act (Act),
  directors are elected by a plurality of the votes cast at a meeting at which
  a quorum is present. Our Bylaws provide that a majority of shares entitled to
  vote and represented in person or by proxy at a shareholder meeting constitutes
  a quorum. Therefore, each shareholder of record on the record date has the right
  to vote, in person or by proxy, the number of shares he or she owns for as many
  director nominees as there are directors to be elected. For example, if you
  own five shares, you may vote a maximum of five shares for each director to
  be elected.

Other matters are approved if affirmative votes
  cast for a proposal exceed the votes cast against that proposal at a meeting
  at which a quorum is present, unless a greater number of affirmative votes or
  voting by classes is required by the Act or our Articles of Incorporation. Abstentions
  and broker non-votes have no effect under the Act.

If your shares are held in street name,
  under certain circumstances your brokerage firm may vote your shares. Brokerage
  firms have authority to vote their customers shares on certain routine
  matters, including the election of directors. When a brokerage firm votes its
  customers shares on routine matters, these shares are also counted for
  purposes of establishing a quorum to conduct business at the meeting. A brokerage
  firm cannot vote its customers shares on non-routine matters. Accordingly,
  these shares are not counted as votes against a non-routine matter, but rather
  not counted at all for these matters. Items 1 and 3 are routine matters being
  acted on at the Annual Meeting. *Item 2 is a non-routine matter.* We,
  therefore, encourage you to provide instructions to your brokerage firm as to
  how your proxy should be voted. This ensures your shares will be voted at the
  Annual Meeting.

The
  close of business on February 28th, 2003, has been fixed by the Board
  of Directors as the record date for determination of shareholders
  entitled to notice of, and to vote at, the Annual Meeting, and any adjournment
  thereof. On the record date, there were 817,775 shares of FPB common stock outstanding,
  held by approximately 950 shareholders.

---

FPB BANCORP,
  INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952

2

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**BOARD OF DIRECTORS
  MEETINGS**

During
  the year ended December 31, 2002, the respective Boards of Directors of FPB
  and First Peoples Bank (Bank) held 12 meetings. All of the directors
  attended at least 75% of the total meetings of both Boards of Directors. In
  2002, only the members of the Bank Board of Directors were compensated for their
  services, receiving $100 per Board meeting and $50 per Committee meeting. The
  Boards Chairperson received $125 per meeting.

COMMITTEES OF
  THE BOARD OF DIRECTORS

FPBs Board of Directors is divided into the Audit Committee and the Planning
  Committee. The Banks Board of Directors is divided into three standing
  committees: the Executive Committee, the Loan Committee, and the Personnel Committee.

The
  composition of and number of meetings held by each Committee in 2002 is reflected
  in the following table:

|                        
|------------------------
|**Board
        Member**
|                        
|James L. Autin, M.D.    
|                        
|John R. Baker, Sr.      
|                        
|Gary A. Berger          
|                        
|Donald J. Cuozzo        
|                        
|Ann L. Decker           
|                        
|Paul J. Miret           
|                        
|Robert L. Schweiger     
|                        
|Robert L. Seeley        
|                        
|David W. Skiles         
|                        
|Thomas E. Warner        
|                        
|Paul A. Zinter          
|                        
|Meetings in 2002        
|                        

The
  Audit Committee reviews FPBs and the Banks auditing, accounting,
  financial reporting and internal control functions. This Committee recommends
  the independent auditor and reviews its services. The Audit Committee has not
  adopted a formal charter. The Board of Directors believes that the members of
  the Audit Committee are all Independent Directors based on the National
  Association of Securities Dealers definition, in that they have no relationships
  that would impair their abilities to objectively and impartially execute their
  duties. No member of the Audit Committee, other than Thomas E. Warner, attended
  less than 75% of all committee meetings. Mr. Warner attended 50% of the Committee
  meetings.

---

FPB BANCORP,
  INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952

3

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REPORT OF THE
  AUDIT COMMITTEE

The
  audit functions of the Audit Committee are focused on three areas:

- The adequacy of FPBs and
    the Banks internal controls and financial reporting process
    and the reliability of FPBs and the Banks financial statements.
- The performance of FPBs
    and the Banks internal auditors and the independence and
    performance of FPBs and the Banks independent auditors.
- FPBs and the Banks
    compliance with legal and regulatory requirements.

Members
  of the Audit Committee met with management periodically to consider the adequacy
  of FPBs and the Banks internal controls and the objectivity of their
  financial reporting. These matters were discussed with FPBs and the Banks
  independent auditors and with appropriate company financial personnel. The independent
  auditors have unrestricted access to the Committee.

The
  Audit Committee also recommends to the Board the appointment of the independent
  auditors and reviews their performance, fees and independence from management.

The
  Board of Directors has determined that none of the members of the Audit Committee
  have a relationship to FPB and the Bank that may interfere with the members
  independence from FPB and the Bank and its management.

Management
  has primary responsibility for FPBs and the Banks financial statements
  and the overall reporting process, including the system of internal controls.
  The independent auditors audit the annual financial statements prepared by management,
  express an opinion as to whether those financial statements fairly present the
  financial position, results of operations and cash flows of FPB and the Bank
  in conformity with accounting principles generally accepted in the United States
  of America. The independent auditors discuss any issues they believe should
  be brought to the Audit Committees attention. The Audit Committee monitors
  these processes, relying without independent verification, on the information
  provided and on the representations made by management and the independent auditors.

This
  year, the Audit Committee has reviewed FPBs audited financial statements
  as of, and for, the fiscal year ended December 31, 2002, and met with both management
  and FPBs and the Banks independent auditors to discuss those financial
  statements. Management has represented to the Audit Committee that the financial
  statements were prepared in accordance with accounting principles generally
  accepted in the United States of America.

The
  Audit Committee has received from and discussed with Hacker, Johnson & Smith,
  P.A. the written disclosure and the letter required by Independence Standards
  Board Standard No. 1 (Independence Discussions with Audit Committees). These
  items relate to that firms independence from FPB and the Bank. The Audit
  Committee also discussed with Hacker, Johnson & Smith, P.A. any matters
  required to be discussed by Statement on Auditing Standards No. 61. (Communication
  with Audit Committees).

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

4

---



Based
  on these reviews and discussions, the members of the current Audit Committee
  (Chairman Gary A. Berger, Donald J. Cuozzo, Robert L. Schweiger, Robert L. Seeley,
  Thomas E. Warner, and Paul A. Zinter) recommended to the Board that FPBs
  and the Banks audited financial statements be included in FPBs annual
  report on Form 10-KSB for the fiscal year ended December 31,
  2002.

*The
  Executive Committee* meets as needed and has limited powers to act on behalf
  of the Board whenever the Bank Board is not in session. If any non-employee
  director requests that a matter be addressed by the entire Board rather than
  the Executive Committee, such matter is automatically submitted to the full
  Board. No member of the Committee attended less than 75% of all Committee meetings.

*The
  Loan Committee* meets monthly to act upon large or significant loan requests
  to be handled by the Bank. All Loan Committee members attended more than 75%
  of all Committee meetings.

*The
  Personnel Committee* assesses FPBs and the Banks staffing needs
  and makes compensation recommendations to the respective Boards of Directors.
  All Personnel Committee members, except John R. Baker, Sr., attended at least
  75% of all Committee meetings. Mr. Baker attended 50% of the Committee meetings.

*The
  Planning Committee* meets to evaluate and assess the long range needs and
  goals of FPB and the Bank, including expansionary activities. All Planning Committee
  members, except Thomas E. Warner, attended at least 75% of all Committee meetings.
  Mr. Warner attended no Planning Committee meetings.

**1.    ELECTION
  OF DIRECTORS**

The
  FPB Board of Directors is presently comprised of 11 members, as set by the Board
  of Directors pursuant to its authority under FPBs Articles of Incorporation.
  Each director also serves as a director of the Bank. FPBs Articles of
  Incorporation provide that directors shall be divided into three classes, which
  each serve for staggered three-year terms. This year, four Class I directors
  are to be elected. To the best of our knowledge, no director nominee is being
  proposed for election pursuant to any agreement between that person and any
  other person.

The
  four nominees named herein have indicated that they are willing to stand for
  election and to serve as directors if elected. Should a director nominee become
  unable or unwilling to serve, proxies will be voted for the election of such
  other person as the Board of Directors may choose to nominate. The affirmative
  vote of a plurality of the votes cast at the Annual Meeting is needed to elect
  a director. Abstentions and withheld votes will have the same effect as votes
  against a director nominee. Information relating to the business experience
  and age of each director is set forth below. Also included is information related
  to FPBs non-director executive officers.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

5

---



DIRECTOR NOMINEES
  CLASS I DIRECTORS
  TERMS TO EXPIRE IN 2003

***James
  L. Autin, M.D.,*** age 50, is a director of FPB and the Bank. Dr.
  Autin graduated with honors from Tulane University in 1974, receiving a Bachelor
  of Arts degree in music history and theory. He received his Doctor of Medicine
  degree from Louisiana State University Medical Center in New Orleans in 1978,
  then underwent surgical specialty training in otolaryngology/head and neck surgery
  at St. Louis University Hospitals. In 1984, Dr. Autin initiated his private
  practice in St. Lucie County. He is Board Certified in two specialties, facial
  plastic and reconstructive surgery and otolaryngology/head and neck surgery.
  He served on the Community Advisory Board of Port St. Lucie National Bank from
  1994 to 1997.

***John
  R. Baker, Sr.,***age 53, is a director and Vice Chairman of the
  Board for both FPB and the Bank. Mr. Baker graduated from the University of
  Georgia with a Bachelor of Business Administration in Real Estate. He moved
  to Stuart, Florida in 1981 and assumed the position of Vice President, General
  Manager of Bessemer Properties, Incorporated. Prior to moving to Stuart, Mr.
  Baker served as Director of Residential Sales for Bessemer in Atlanta, Georgia,
  where he began his real estate career in 1975. Mr. Baker is a former director
  of Barnett Bank of Martin County and is past President of Treasure Coast Builders
  Association and Florida Home Builders Association. He also served as Chairman
  of Housing & Finance Authority in Martin County and the Martin County Affordable
  Housing Task Force. Mr. Baker lives in Vero Beach and has been active in youth
  sports in Martin County and is currently a coach for the Sebastian Soccer Association.
  He is employed with the Laurel Corporation in Vero Beach and is involved in
  all aspects of real estate.

***Donald
  J. Cuozzo,*** age 49, is a director of FPB and the Bank. He received
  a Bachelor of Science degree in Environmental Technology from Florida Institute
  of Technology in 1979. He began his work career in the public sector with the
  Martin County Growth Management Department before leaving to work as a regional
  and national development coordinator. In that role, he was instrumental in obtaining
  approval of the Martin Downs DRI amendment and in coordinating the acquisition
  and development of a number of large residential communities in Palm Beach and
  Martin Counties. Mr. Cuozzo also served as a principal with a large Palm Beach
  County based engineering firm where he gained extensive experience in the area
  of project management and coordination. In 1993, he co-founded Houston Cuozzo
  Group to provide planning, design and government oriented strategic planning
  service for private and public sector clients in South Florida. Mr. Cuozzo has
  more than 30 years of experience planning and implementing numerous land developments
  throughout the region and has worked in nearly all facets of community and project
  development. Mr. Cuozzo is a founding member of the Martin County Business Development
  Board, a graduate of the first class of Martin County Leadership 91/92 and a
  recipient of the 1991 Industry Appreciation Award for Outstanding Contribution
  to the Community. He is a past Second Vice President of the Treasure Coast Builders
  Association. Mr. Cuozzo was appointed to the Treasure Coast Regional Planning
  Council by Governor Jeb Bush.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

6

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***Paul
  A. Zinter,*** age 48, is a director of FPB and the Bank. He has been
  a resident of Port St. Lucie for 33 years, and was a member of the second graduating
  class from Fort Pierce Central High School. Mr. Zinter received a Bachelor of
  Arts degree in business administration from Eastern New Mexico University in
  1975, where he majored in real estate and business administration. Following
  college, he joined his familys Port St. Lucie based real estate agency.
  For the past ten years,he
  has been the managing broker and Chief Executive Officer of that agency. Mr.
  Zinter is a graduate of the Realtors Institute, holding Certified Residential
  Specialist and Certified Real Estate Brokerage Manager certificates. He is past
  President of the Rotary Club of Port St. Lucie, past Director of the St. Lucie
  County Board of Realtors and past Administrative Board Member of Riverside National
  Bank.

|***The
        Board of Directors Recommends that Shareholders Vote "FOR" the******Election
        for Four Class I Directors.***
|----------------------------------------------------------------------------------------------------------------------------------

**CONTINUING
  DIRECTORS
  CLASS II DIRECTORS
  TERMS TO EXPIRE IN 2004**

***Ann
  L. Decker,*** age 51, serves as director of FPB and the Bank. Ms.
  Decker presently serves as District Manager for U.S. Congressman Mark Foley.
  Ms. Decker was formerly a co-owner of Intracoastal Printing, Inc., which was
  sold in 1990. Ms. Decker was born in Chicago, Illinois and has a Bachelor of
  Science in Professional Business Management from Barry University in Miami,
  Florida. Ms. Decker is also on the Board of Directors of the Visiting Nurses
  Association of Florida.

***Paul
  J. Miret,*** age 56, is a director of FPB and the Bank. Mr. Miret
  is presently a realtor with RE/MAX 100 Riverside. Prior to that, he was the
  owner and operator of Sunshine Carpet Cleaning from 1978 to 1998 and of Ameri-Kleen
  Services from 1992 to 1998. He also owns and manages several residential rental
  units. From 1995 to 1997, Mr. Miret served on the Community Board of Riverside
  National Bank. Mr. Miret is also a past President of the Port St. Lucie Little
  League and the Port St. Lucie Exchange Club and a past director of the Port
  St. Lucie Chamber of Commerce.

***Robert
  L. Seeley,***age 78, is a director of FPB and the Bank. Mr. Seely
  has been in private law practice in Florida for more than 40 years. He currently
  is of counsel to the Stuart law firm of Fox, Wackeen, Dungey, Seeley,
  Sweet, Beard & Sobel, L.L.P. From 1973 to 1996, Mr. Seeley served as a director
  of Barnett Bank of the Treasure Coast. He is also a founding director and Chairman
  of the Saint Lucie Medical Center and a former director of the St. Lucie and
  Martin County Economic Development Councils. Mr. Seeley completed his undergraduate
  studies at the University of Illinois and received his Juris Doctorate degree
  from the University of Florida.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

7

---



***Thomas
  E. Warner,*** age 55, serves as a director of FPB and the Bank. Mr.
  Warner is a partner with the law firm of Carlton Fields, P.A. with offices in
  West Palm Beach and Tallahassee, Florida. From 1999 to 2002, Mr. Warner served
  as Solicitor General of the State of Florida. Mr. Warner served as a member
  of the Florida House of Representatives from 1992 to 1999. Mr. Warner is also
  a co-owner of War-Min, Inc., NRS Land Trust and 1100 Land Trust. He received
  both his Bachelor of Science and Juris Doctorate degrees from the University
  of Florida and is active in the Palm City Presbyterian Church.

**CLASS III
  DIRECTORS
  TERMS TO EXPIRE IN 2005**

***Gary
  A. Berger,*** age 53, serves as a director and as Chairman of the
  Board for both FPB and the Bank. Mr. Berger is President of the accounting firm
  of Berger, Toomb, Elam & Frank, CPA. He is a graduate of Michigan State
  University and has been a certified public accountant since 1975. Mr. Berger
  is a member of the Rotary Club of Ft. Pierce, the Florida Institute of Certified
  Public Accountants and the American Institute of Certified Public Accountants.
  He is a past Treasurer of the United Way, past President of the St. Lucie County
  Economic Development Council and past President of the Rotary Club of Fort Pierce.

***Robert
  L. Schweiger,*** age 55, serves as a director and as Secretary of
  the Board for both FPB and the Bank. He relocated to Port St. Lucie in 1975,
  where he ran several locally-based businesses, primarily in the magazine publishing
  industry. Currently, Mr. Schweiger is a private financial investor and raises
  thoroughbred race horses at his farm in Palm City, Florida. From 1994 to 1997,
  Mr. Schweiger served as an Advisory Board member of Port St. Lucie National
  Bank and First National Bank. Mr. Schweiger currently serves as a Board member
  and Chairman of the Exchange CASTLE and previously served as founder/President
  of the Treasure Coast Childrens Home Society and Treasurer of the St.
  Lucie County Boys & Girls Clubs. After receiving a Bachelor of Arts degree
  in English Literature at the American University of Beirut, he graduated from
  the Executive MBA program at Florida Atlantic University.

***David
  W. Skiles,*** age 55, is the President, Chief Executive Officer and
  a director of FPB and the Bank. Prior to joining the Bank, he was the Vice President
  and Regional Manager with First United Bank from 1997 to 1998. From 1989 to
  1997, Mr. Skiles was the Vice President and Senior Lender of Port St. Lucie
  National Bank. Mr. Skiles has a Bachelor of Science degree from Barry University,
  and is Vice President of the St. Lucie County Chamber and an associate member
  of the Stuart/Martin County Chamber of Commerce. Mr. Skiles currently serves
  as Chairman of the Port St. Lucie Area Council and is on the Chambers
  Executive Committee and Foundation Board. He is also an associate member of
  the Sertoma Club of Martin County. Mr. Skiles has also served on numerous campaigns
  for the United Way of St. Lucie and Martin Counties, most notably as Campaign
  Chairman in Martin County in 1985 and as Chairman of the Professional Division
  in St. Lucie County for the 2000 Campaign. Mr. Skiles serves on the St. Lucie
  County Airport Steering Committee and is a member of Business Alliance for Prosperity
  (BAP). In addition, he serves on St. Martin de Porres Church Budget and Finance
  Boards.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

8

---



**NON-DIRECTOR
  EXECUTIVE OFFICERS**

***Nancy
  E. Aumack,*** age 54, has served as the Banks Senior Vice President
  and Chief Financial Officer since March 2001, and has held that position with
  FPB since December 2001. Immediately prior to that, she was Senior Vice President
  and Chief Financial Officer of Independent Community Bank, Tequesta, Florida.
  In the period from 1997 to 1999, she served as Chief Financial Officer and Administrative
  Support Director for the engineering firm Lindahl, Browning, Ferrari & Hellstrom,
  Inc. in Palm City, Florida. From 1995 to 1997, she served as Vice President
  and Chief Financial Officer for Treasure Coast Bank, Stuart, Florida and from
  1983 to 1995, she served as Vice President and Financial Accounting Officer
  for American Bank of Martin County in Stuart. Ms. Aumack received her A.S. degree
  in financial services from Indian River Community College in 1989. She is presently
  a member of the WPSL Christmas Kids Committee, and a director of the Advocates
  for the Rights of the Challenged(ARC) of Martin County, Florida.

***Stephen
  Krumfolz,*** age 52, has been the Banks Vice President and
  Senior Lending Officer since July 1999. He was promoted to Senior Vice President
  of FPB in December 2001. Prior to joining the Bank, he was Vice President and
  SBA Lending Manager for Riverside National Bank, from January 1998 through June
  1999. He served as Vice President and Commercial Lending Officer for Port St.
  Lucie National Bank from 1994 through 1997, and completed all phases of Barnett
  Banks Management Training Program during his employment from 1989 through
  1994. Mr. Krumfolz received an Associate Degree in Banking through the American
  Institute of Banking and Indian River Community College in 1991, as well as
  a Core Credit School Certificate from Barnett Bank in 1992. He is an active
  member of the Port St. Lucie Breakfast Rotary Club and Treasure Coast Business
  On The Green.

***Marge
  Riley,*** age 54, is FPBs and the Banks Senior Vice President
  and Chief Operations Officer. She also serves as the Banks Security Officer,
  Compliance Officer, Bank Secrecy Act Officer, Information Systems Technology
  Officer, and Community Reinvestment Act Officer. Prior to joining the Bank in
  1998, Ms. Riley was the Assistant Vice President and Branch Manager for First
  National Bank & Trust Company of the Treasure Coast from 1997 to 1998. She
  also served as Assistant Vice President - Loan Administrator for Port St. Lucie
  National Bank from 1990 to 1997. Ms. Riley has A.S. Degrees in Accounting and
  Banking and Financial Services from Fox Valley Technical College in Appleton,
  Wisconsin. She is presently Treasurer of the Port St. Lucie Business Women,
  the Board Secretary for the Deaf Services Center and a member of the Port St.
  Lucie Women on Wall Street.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

9

---



**BENEFICIAL
  STOCK OWNERSHIP OF
  DIRECTORS AND EXECUTIVE OFFICERS**

The
  following table contains information regarding the current beneficial ownership
  of FPB common stock of each director nominee, continuing director and non-director
  executive officer as of the record date. Mr. Schweiger listed below is the only
  person known to us to own more than 5% of FPBs common shares. The number
  and percentage of shares held by each person reflects the number of shares that
  person currently owns, plus the number of shares that person has the right to
  acquire through the exercise of stock options.

|                                                                                                                                                                                                 |  | **Number**            |  |                      |  | **%
        of**
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------- |  | -------------------- |  | ----------------
|                                                                                                                                                                                                 |  | **of
        Shares** |  | **Right
        to** |  | **Beneficial**  
|**Name**                                                                                                                                                                                         |  | **Owned(
        4)** |  | **Acquire(5)**       |  | **Ownership**   
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|Nancy E.
      Aumack(1)                                                                                                                                                                         |  | 5,057                 |  | 2,500                |  | 0.92%           
|James L.
      Autin, M.D.(2)                                                                                                                                                                    |  | 20,000                |  | 8,000                |  | 3.42            
|John R.
      Baker(2)                                                                                                                                                                           |  | 9,200                 |  | 3,680                |  | 1.58            
|Gary A.
      Berger(2)                                                                                                                                                                          |  | 16,600                |  | 6,000                |  | 2.76            
|Donald J.
      Cuozzo(2)                                                                                                                                                                        |  | 20,000(6)             |  | 8,000                |  | 3.42            
|Ann L. Decker(2)                                                                                                                                                                                 |  | 10,000                |  | 4,000                |  | 1.71            
|Stephen
      Krumfolz(1)                                                                                                                                                                        |  | 5,302                 |  | 3,000                |  | 1.02            
|Paul J.
      Miret(2)                                                                                                                                                                           |  | 16,500(7)             |  | 8,000                |  | 3.00            
|Marge Riley(1)                                                                                                                                                                                   |  | 6,272                 |  | 3,352                |  | 1.18            
|Robert L.
      Schweiger(2)                                                                                                                                                                     |  | 45,470(8)             |  | 20,000               |  | 8.01            
|Robert L.
      Seeley(2)                                                                                                                                                                        |  | 6,000(9)              |  | 4,000                |  | 1.22            
|David W.
      Skiles(3)                                                                                                                                                                         |  | 20,202                |  | 12,000               |  | 3.94            
|Thomas E.
      Warner(2)                                                                                                                                                                        |  | 7,000(10)             |  | 5,200                |  | 1.49            
|Paul A.
      Zinter(2)                                                                                                                                                                          |  | 14,200(11)            |  | 4,800                |  | 2.32            
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|**All
      directors and executive officers as a group**                                                                                                                                        |  |                       |  |                      |  |                 
|**(14
      individuals)**                                                                                                                                                                       |  | 201,803               |  | 92,532               |  | 35.99%          
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|                                                                                                                                                                                                 |  |                       |  |                      |  |                 
|(1)    Executive
      Officer only.                                                                                                                                                             |  |                       |  |                      |  |                 
|(2)    Director
      only.                                                                                                                                                                      |  |                       |  |                      |  |                 
|(3)    Director
      and Executive Officer.                                                                                                                                                     |  |                       |  |                      |  |                 
|(4)     Includes
      shares for which the named person:                                                                                                                                        |  |                       |  |                      | 
|has sole voting
          power and investment power;
        has shared voting
          and investment power with a spouse; or
        holds in an IRA
          or other retirement plan; but |  |                       | 
|(5)    Includes
      shares that may be acquired by exercising stock options.                                                                                                                   |  |                       |  |                     
|(6)    Includes
      5,460 shares owned by Mr. Cuozzos spouses IRA.                                                                                                                           |  |                       |  |                     
|(7 )    Includes
      5,500 shares owned by Mr. Mirets spouses IRA.                                                                                                                           |  |                       |  |                     
|(8)    Includes
      1,000 shares held in trust for Mr. Schweigers minor children.                                                                                                             |  |                      
|(9)    Includes
      1,000 shares owned by Mr. Seeleys spouse in trust.                                                                                                                        |  |                       |  |                     
|(10)   Includes
      6,500 shares owned by the profit sharing plan for Fox, Wackeen, Dungey,
      Seeley, Sweet,                                                                              
|Sobel,
      L.L.P., in which Mr. Warner has a beneficial interest.                                                                                                                              |  |                       |  |                     
|(11)   Includes
      2,200 shares owned by Mr. Zinters spouses Keough Plan.                                                                                                                   |  |                       |  |                     

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

10

---



**EXECUTIVE
  COMPENSATION**

Our
  executive compensation program is designed to:

- Attract and retain qualified management;
- Meet
    short-term financial goals; and
- Enhance
    long-term shareholder value.

We
  strive to pay each executive officer the base salary that would be paid on the
  open market for a fully qualified officer in that position. The Boards of Directors
  determine the level of base salary and any incentive bonus for the Chief Executive
  Officer and other officers of FPB and the Bank based upon competitive norms,
  derived from annual surveys published by several independent banking institutes
  or private companies specializing in analysis of financial institutions. Such
  surveys provide information regarding compensation of financial institution
  officers and employees based on the size and geographic location of the financial
  institution and serve as a benchmark for determining executive salaries. To
  date, executive salaries and bonus ranges have been set below the median for
  executive officers at similar financial institutions. Actual salary changes
  and discretionary bonus awards are based upon the Boards of Directors
  and the Personnel Committees evaluation of FPBs and the Banks
  performance, the officers responsibilities and individual performance
  standards.

***Personnel Committee Interlocks and Insider Participation in Compensation
  Decisions***

David
  W. Skiles, FPBs and the Banks President and Chief Executive Officer,
  also serves as a member of both Boards of Directors and on the Executive, Personnel,
  Loan and Planning Committees. Mr. Skiles participated in the Boards deliberations
  regarding executive compensation, but did not participate in any deliberations
  regarding his own compensation.

***Summary Compensation Table***

The
  following table sets forth compensation information regarding FPBs and
  the Banks President and Chief Executive Officer. No other executive officer
  received compensation in 2002 at a level which is required to be disclosed herein.

|**Name
        and**
      **Principal
        Position** |            | **Summary
        Compensation Table
        Annual
        Compensation** | **Long
        Term Compensation**
        ****
|--------------------------------------------------------- | ---------- | -------------------------------------------------------------------------- | -----------------------------------------------
|                                                         
|                                                         
|                                                         
|                                                          |            |                                                                            | **Other
        Annual**                       
|**Year**                                                  | **Salary** | **Bonus(1)**                                                               | **Compensation(2)**                            
|                                                          |            |                                                                            |                                                
|David W.
      Skiles                                     | 2002       | $100,000                                                                   | -                                              
|Director,
      President &                               | 2001       | 97,125                                                                     | $3,500                                         
|Chief Executive                                           | 2000       | 91,400                                                                     | -                                              
|Officer                                                   |            |                                                                            |                                                
|                                                          |            |                                                                            |                                                
|                                                          |            |                                                                            |                                                
|*Footnotes
      on following page.                       |            |                                                                            |                                                



---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

11

---

(Footnotes from prior page.)

|(1) | **Annual
      Cash Bonus Award** - Annual incentive awards paid for results achieved
      during the calendar year, which were paid during the year or immediately
      following the years indicated.                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | **Other
      Annual Compensation**- All additional forms of cash and non-cash
      compensation paid, awarded or earned which includes automobile allowances.                                                                    
|(3) | **Stock
      Options** - Grants of stock options made under FPBs 1998 Stock
      Option Plan. The present book value of FPB common stock is less than
      the exercise price of Mr. Skiles option, which is $10.00 per share.
|(4) | **All
      Other Compensation** - Compensation that does not fall under any
      of the aforementioned categories.                                                                                                               

The
  following table shows information about all stock options granted in fiscal
  2002 to executive officers named in the Summary Compensation Table:

|****
      **OPTION
        GRANTS IN LAST FISCAL YEAR**
|--------------------------------------------------------
|                                                        
|**Name**                                                
|                                                        
|David W. Skiles                                         

***Employment Contracts***

The
  Bank has entered into an employment agreement with David W. Skiles, effective
  May 1, 1999 (Agreement). Under the terms of the Agreement, Mr. Skiles
  serves as the President and Chief Executive Officer of the Bank. Under the Agreement,
  Mr. Skiles received stock options to purchase shares of Bank common stock under
  the 1998 Stock Option Plan.

Mr.
  Skiles may terminate the Agreement upon 90 days written notification to
  the Bank and the Bank may terminate the Agreement upon the occurrence of certain
  events. Among these events are: (i) the Bank being designated a troubled
  institution or receiving a composite CAMELS rating of 4 or 5; (ii) Mr.
  Skiles failing to follow the reasonable instructions or policies of the Board
  of Directors; (iii) Mr. Skiles grossly negligent or willful conduct harmful
  to the business of the Bank; (iv) Mr. Skiles being convicted of a crime involving
  a breach of trust or moral turpitude; (v) Mr. Skiles incapacity or death;
  and (vi) Mr. Skiles willful breach of duty in the course of his employment.
  In the event the Agreement is terminated by Mr. Skiles or the Bank for any of
  these reasons, Mr. Skiles shall be entitled to no further compensation and shall
  be subject to a non-competition agreement. The non-competition agreement will
  prohibit Mr. Skiles from serving as an executive officer of any financial institution
  in St. Lucie County, or in such other counties as the Bank may have a branch
  office, for one year following the termination of the Agreement.

Should
  the Bank undergo a change in control (as defined in the Agreement),
  Mr. Skiles will be entitled to terminate the Agreement and receive a lump-sum
  severance payment equal to his base salary and any bonus received in the one-year
  period immediately following the change in control.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

12

---



**CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS**

Certain
  directors, executive officers and their immediate family members are also customers
  of the Bank, and it is anticipated that such individuals will continue to be
  customers in the future. Loans made to directors, executive officers, and their
  immediate families require approval of a majority of the disinterested directors
  approving the loan. All transactions between FPB, the Bank and its directors,
  executive officers and their immediate family members, and any principal shareholders,
  were made in the ordinary course of business on substantially the same terms,
  including interest rates and collateral, as those prevailing at the time for
  comparable transactions with non-affiliated persons and, in the opinion of management,
  did not involve more than the normal risk of collectibility or present other
  unfavorable features. As of December 31, 2002, loans to directors, executive
  officers and their immediate family members represented approximately $1.2 million,
  or approximately 2.84% of the total loan portfolio, all of which are current
  and performing according to their terms.

**2.     AMENDMENT
  OF THE 1998 STOCK OPTION PLAN**

The
  Banks directors and shareholders previously approved the First Peoples
  Bank 1998 Stock Option Plan ( Plan). The Plan provided for the grant
  of stock options to eligible employees and to non-employee directors to purchase
  shares of the Banks common stock. Amendments to the Plan were approved
  by the shareholders in April, 2000. The Plan was adopted and assumed by FPB
  in the Plan of Reorganization and Share Exchange approved by the Banks
  shareholders on October 17, 2001. Under the Plan, 97,882 shares were reserved
  for future grant. All of the stock options have now been granted.

The
  purpose of the Plan is to advance the interests of FPB and its shareholders
  by providing eligible employees and non-employee directors of FPB and the Bank,
  upon whose judgement, initiative and oversight FPB depends, with an additional
  incentive to serve on the board of directors of FPB and the Bank or to serve
  as an employee. In addition, the purpose of the Plan is to attract persons of
  experience, integrity and ability to serve as non-employee directors and employees
  in the future.

The
  Compensation Committee of the Banks Board of Directors, consisting of
  at least a majority of non-employee directors, administers the Plan. The Plan
  administrators may make grants under the Plan at their discretion to any full-time
  employee, including those who are directors and officers.

Stock
  options may be granted for a maximum term of ten years from the date of the
  grant, unless the grant is to a person who owns more than 10% of the outstanding
  shares, in which case the grant cannot exceed a term of five years. Options
  will be granted at an exercise price determined at the time of issuance to be
  the fair market value of the underlying common stock on the date
  the stock option was granted.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

13

---



The
  terms of the Plan may be amended by the Plan administrators except that no amendment
  may: (i) increase the maximum number of shares included in the Plan, (ii) change
  the minimum Option Price, (iii) extend the maximum Option Term, if any, (iv)
  extend the termination date of the Plan, or (v) change the class of persons
  eligible to receive Options under the Plan, without shareholder approval.

The
  table on the following page reflects the amount of stock options which have
  been granted to our employees and to our Directors.

|**Name**                         | **Number
        of OptionsOwned** | **%
        of
        OptionsOutstanding**
|-------------------------------- | ---------------------------------- | -------------------------------------------
|                                 |                                    |                                            
|                                 |                                    |                                            
|Nancy E.
      Aumack            | 2,500                              | 2.55                                       
|Chrestia
      Bradley           | 750                                | 0.77                                       
|Melissa
      Favorite           | 1,500                              | 1.53                                       
|Merle Harper                     | 1,650                              | 1.69                                       
|Stephen
      Krumfolz           | 3,000                              | 3.06                                       
|Evelyn Powel                     | 450                                | 0.46                                       
|Marge Riley                      | 3,352                              | 3.43                                       
|David Skiles                     | 4,000                              | 4.09                                       
|Darrell
      Snider             | 300                                | 0.31                                       
|Renate Sparks                    | 150                                | 0.15                                       
|Shannon
      Summers            | 450                                | 0.46                                       
|Tony Tenreiro                    | 100                                | 0.10                                       
|                                 |                                    |                                            
|**Total
      Employee Options** | **18,202**                         |                                            
|                                 |                                    |                                            
|                                 |                                    |                                            
|James L.
      Autin             | 8,000                              | 8.17                                       
|John R.
      Baker              | 3,680                              | 3.76                                       
|Gary A.
      Berger             | 6,000                              | 6.13                                       
|Donald J.
      Cuozzo           | 8,000                              | 8.17                                       
|Ann L. Decker                    | 4,000                              | 4.09                                       
|Paul J.
      Miret              | 8,000                              | 8.17                                       
|Robert L.
      Schweiger        | 20,000                             | 20.43                                      
|Robert L.
      Seeley           | 4,000                              | 4.09                                       
|David W.
      Skiles            | 8,000                              | 8.17                                       
|Thomas E.
      Warner           | 5,200                              | 5.31                                       
|Paul A.
      Zinter             | 4,800                              | 4.90                                       
|                                 |                                    |                                            
|**Total Director
      Options** | **79,680**                         |                                            

This
  item seeks shareholder approval to amend the Plan to increase the number of
  shares of common stock available for issuance pursuant to the exercise of stock
  options by 24,784 shares, to 122,666 total shares. We believe this amendment
  will serve to increase our ability to retain qualified directors and executive
  officers. If this item is approved, the Board intends to grant additional options
  for 14,870 shares to certain existing directors and 9,914 shares to existing
  officers and employees.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

14

---



Since
  the proposed amendment will increase the number of shares of common stock available
  for options, shareholder approval of the amendment is required by the Plan.
  The amendment will be approved if the votes cast in favor of the amendment exceed
  those cast against it.

|**The
        Board of Directors Recommends that Shareholders Vote "FOR" Amending the
        1998 Stock Option Plan to Increase the Number of Options Available for
        Grant.**
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**3.   
     RATIFICATION OF THE APPOINTMENT OF AUDITORS
  FOR FISCAL YEAR ENDING DECEMBER 31, 2003**

The
  independent auditor for FPB and the Bank for the fiscal year ended December
  31, 2002, was Hacker, Johnson & Smith, P.A. FPBs Board of Directors
  presently intends to renew FPBs arrangements with Hacker, Johnson &
  Smith, P.A. to be FPBs and the Banks auditor for the fiscal year
  ending December 31, 2003, subject to shareholder approval. A representative
  of the firm is expected to be present at the Annual Meeting. He or she will
  be given an opportunity to make a statement and will be available to answer
  appropriate shareholder question.

During 2002, Hacker, Johnson & Smith,
  P.A. billed FPB and the Bank $32,250 for audit services and financial statement
  reviews and $2,750 for tax related services. The Audit Committee does not believe
  that FPBs payment for tax services impairs Hacker, Johnson & Smith,
  P.A.s independence in conducting its audits of FPB.

In order to be adopted, this proposal must
  be approved by the holders of a majority of the outstanding shares of FPBs
  common stock present or represented by proxy and entitled to vote at the Annual
  Meeting. If the shareholders do not vote in favor of the appointment of Hacker,
  Johnson & Smith, P.A., the Board of Directors will consider the selection
  of other independent auditors.

|**The
        Board of Directors Recommends that Shareholders Vote FOR
        the Ratification of the Appointment of Hacker, Johnson & Smith, P.A.
        for the Fiscal Year Ending December 31, 2003.**
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**4.      ADJOURNMENT
  OF THE ANNUAL MEETING**

The
  Board of Directors seeks your approval to adjourn the Annual Meeting in the
  event that there are not sufficient number of votes to approve items 1, 2 or
  3 at the Annual Meeting. In order to permit proxies that have been timely received
  by FPB to be voted for an adjournment, we are submitting this item as a separate
  matter for your consideration. If it is necessary to adjourn the Annual Meeting,
  and the adjournment is for a period of less than 30 days, no notice of the time
  or place of the reconvened meeting will be given to shareholders, other than
  an announcement made at the Annual Meeting.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

15

---



|**The
        Board of Directors Recommends that Shareholders Vote FOR
        the Approval of the Adjournment of the Annual Meeting.**
|-----------------------------------------------------------------------------------------------------------------------------------------

**COMPLIANCE
  WITH SECTION 16(a) OF THE 
  SECURITIES EXCHANGE ACT OF 1934**

Section
  16(a) of the Securities Exchange Act of 1934 requires our officers, directors
  and any person who beneficially owns more than 10% of FPBs common stock,
  to file reports of ownership and changes in ownership with the Securities and
  Exchange Commission. Executive officers, directors and more than 10% shareholders
  are required by regulation to furnish FPB with copies of all Section 16(a) forms
  that they file. Based solely on the review of copies of the filings FPB has
  received or representations from such reporting persons, it is our belief that
  during 2002, all of our directors and executive officers made one late filing
  in connection with a single purchase of common stock. Messrs. Berger and Skiles
  made one late filing in connection with two transactions of common stock.

**SHAREHOLDER
  PROPOSALS**

In
  order to be eligible for inclusion in FPBs proxy materials for the 2004
  Annual Meeting, a shareholders proposal to take action at such meeting
  must be received at FPBs main office at 1301 Southeast Port St. Lucie
  Boulevard, Port St. Lucie, Florida 34952, on or before November 22, 2003. To
  be included in FPBs proxy materials, proposals must comply with the Securities
  and Exchange Commissions proxy rules as provided in 17 C.F.R. Section
  240.14a-8.

**SOLICITATION**

The
  cost of soliciting proxies on behalf of the Board of Directors for the Annual
  Meeting will be borne by FPB. Proxies may be solicited by directors, officers
  or our regular employees, in person or by telephone, e-mail or mail. We are
  requesting persons and entities holding shares in their names, or in the names
  of their nominees, to send proxy materials to, and obtain proxies from, such
  beneficial owners. Those persons and entities will be reimbursed for their reasonable
  out-of-pocket expenses.

**LEGAL PROCEEDINGS**

Neither
  FPB Bancorp nor the Bank is, or has been during the last year, involved in any
  litigation or legal proceeding other than in the normal course of business.

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

16

---



**AVAILABILITY
  OF OTHER INFORMATION**

Accompanying
  this Proxy Statement is FPBs 2002 Annual Report, which includes FPBs
  Managements Discussion and Analysis and audited financial statements.
  The Annual Report also serves as the Banks Annual Disclosure Statement.
  Additional copies of FPBs Annual Report are available to shareholders
  at no charge. Any shareholder who would like an additional copy may contact
  *David W. Skiles, President and Chief Executive Officer, FPB Bancorp, Inc.,
  1301 Southeast Port St. Lucie Boulevard, Port St. Lucie, Florida 34952, telephone
  number (772) 398-1388.*

FPB
  currently files periodic reports (including Form 10-KSBs, Form 10-QSBs, Proxy
  Statements, etc.) with the Securities and Exchange Commission. These periodic
  reports are filed electronically via EDGAR and can be inspected and copied at
  the public reference facilities maintained by the Securities and Exchange Commission
  at its Public Reference Section, 450 Fifth Street, NW, Washington, DC 20549.
  The Securities and Exchange Commission maintains a website that contains registration
  statements, reports, proxy and information statements and other information
  regarding registrants that file electronically with the Securities and Exchange
  Commission. Information filed by FPB is also available for review on this website.
  The address of the website is www.sec.gov.

**FPB Bancorp, Inc.
  March 31, 2003**

---

**FPB
  BANCORP, INC. PROXY STATEMENT
  1301 Southeast Port St. Lucie Boulevard  Port St. Lucie, Florida 34952**

17

---



**REVOCABLE PROXY
  FPB BANCORP, INC.
  ANNUAL MEETING OF SHAREHOLDERS**

The undersigned hereby appoints David W. Skiles and Gary A. Berger, and each of them, with full powers of substitution, to act as proxy for, and attorney-in-fact, to vote all shares of the common stock of FPB Bancorp, Inc. (FPB) which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held at our main office located at 1301 Southeast Port St. Lucie Boulevard, Port St. Lucie, Florida, 34952, on April 30th, 2003, at 5:30 p.m. local time and at any adjournments thereof.

The undersigned shareholder of FPB may revoke this
  Proxy at any time before it is voted by either delivering a written notice of
  revocation to FPB, delivering a duly executed Proxy bearing a later date to
  FPB, or by attending the Annual Meeting and voting in person.

**THE FOLLOWING ITEMS ARE BEING ACTED UPON:**

|1.The
      Election of the four Class I members of the Board of Directors.*Note:
      To withhold authority to vote for any individual nominee, strike a line
      through that nominees name.***        | James L.
        Autin, M.D.
        John R. Baker, Sr.Donald J. CuozzoPaul A. Zinter | **FOR**
        **** | AGAINST********
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------- | --------------------- | ----------------
|                                                                                                                                                                                                            
|2.The
      adoption of an amendment to the 1998 Stock Option Plan.                                                                                                                                          | **FOR**
        ****                                                                 | AGAINST****          | ABSTAIN********
|                                                                                                                                                                                                            
|3.The
      ratification of the appointment of Hacker, Johnson & Smith, P.A., as
      the independent auditors for FPB and its wholly-owned subsidiary, for the
      fiscal year ending December 31, 2003. | FOR****                                                                              | AGAINST****          | ABSTAIN********
|                                                                                                                                                                                                            
|4.The
      adjournment of the Annual Meeting to solicit additional proxies in the event
      there are not sufficient votes to approve eitherof the foregoing items.                                       | FOR****                                                                              | AGAINST****          | ABSTAIN********
|                                                                                                                                                                                                            

At their discretion, the proxy holders are authorized
  to transact and to vote upon such other businessas
  may properly come before the Annual Meeting, or at any adjournment thereof,
  unless indicated otherwise by marking this box. ****

NOTE:When properly executed, this Proxy will be voted in the manner directed by the undersigned shareholder.UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ITEMS LISTED.

IMPORTANT:Please sign your name exactly as it appears on this Proxy Card. When shares are held by joint tenants, both should sign, when signing as attorney, executor, administrator, agent, trustee or guardian, please give full title. If shareholder is a corporation, please sign in full corporate name by president or other authorized officer. If shareholder is a partnership, please sign in partnership name by authorized person.

The undersigned acknowledges receiving from FPB,
  prior to the execution of the Proxy, a Notice of the Annual Meeting, a Proxy
  Statement dated March 31, 2003, and the 2002 Annual Report.

| | Signature:____________________________________________________Signature if held jointly:  
      _______________________________________Date:________________________________________________________
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                      



|*Please mark, sign, date and return this Proxy Card promptly, using
          the enclosed envelope. If you receive more than one Proxy Card, please
          sign and return all cards in the accompanying envelope*
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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