UNITED
STATES OF AMERICA




BEFORE THE


BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM


WASHINGTON, D.C.
















Written
Agreement by and between




Docket
No. 09-008-WA/RB-HC




FLORIDA
COMMUNITY BANKS, INC.




Immokalee,
Florida







and




FEDERAL
RESERVE BANK




OF
ATLANTA




Atlanta,
Georgia
















WHEREAS,
Florida Community Banks, Inc., Immokalee, Florida, ("Florida




Community"),
a registered bank holding company, owns and controls Florida Community Bank,
Immokalee, Florida (the "Bank"), a state chartered nonmember bank, and various
nonbank




subsidiaries;




WHEREAS,
it is the common goal of Florida Community and the Federal Reserve Bank of
Atlanta (the "Reserve Bank") to maintain the financial soundness of Florida
Community so that Florida Community may serve as a source of strength to the
Bank;




WHEREAS,
Florida Community and the Reserve Bank have mutually agreed to enter into this
Written Agreement (the "Agreement"); and







WHEREAS,
on February 11, 2009, the board of directors of Florida Community, at
a


duly constituted meeting, adopted a resolution authorizing and directing Stephen
L. Price, Chief


Executive Officer and President to enter into this Agreement on behalf of
Florida Community


and consenting to compliance with each and every provision of this Agreement by
Florida


1






















Community
and its institution-affiliated parties, as defined in sections 3(u) and 8(b)(3)
of the







Federal
Deposit Insurance Act, as amended (the "FD1 Act")(12 U.S.C. §§ 1813(u)
and







1818
(b)(3)).




NOW,
THEREFORE, Florida Community and the Reserve Bank agree as follows:
Dividends




1.           (a)           Florida
Community shall not declare or pay any dividends without the







prior
written approval of the Reserve Bank and the Director of the Division of
Banking




Supervision
and Regulation (the "Director") of the Board of Governors of the Federal Reserve
System (the "Board of Governors").







(b)           Florida
Community shall not directly or indirectly take dividends or any




other
form of payment representing a reduction in capital from the Bank without the
prior written approval of the Reserve Bank.







(c)           Florida
Community and its nonbank subsidiaries shall not make any




distributions
of interest, principal, or other sums on subordinated debentures or trust
preferred securities without the prior written approval of the Reserve Bank and
the Director.




(d) All requests for prior approval
shall be received by the Reserve Bank at







least 30
days prior to the proposed dividend declaration date, proposed distribution
on







subordinated
debentures, and required notice of deferral on trust preferred securities.
All




requests
shall contain, at a minimum, current and projected information on Florida
Community's




capital,
earnings, and cash flow; the Bank's capital, asset quality, earnings, and
allowance for




loan and
lease losses ("ALLL"); and identification of the sources of funds for the
proposed




payment
or distribution. For requests to declare or pay dividends, Florida Community
must also


demonstrate that the requested declaration or payment of dividends is consistent
with the Board




2













of
Governors' Policy Statement on the Payment of Cash Dividends by State Member
Banks and Bank Holding Companies, dated November 14, 1985 (Federal Reserve
Regulatory Service,




4-877 at
page 4-323).







Debt and
Stock Redemption







2.           (a)           Florida
Community and any nonbank subsidiary shall not, directly or







indirectly,
incur, increase, or guarantee any debt without the prior written approval of
the







Reserve
Bank. All requests for prior written approval shall contain, but not be limited
to, a







statement
regarding the purpose of the debt, the terms of the debt, and the planned
source(s) for




debt
repayment, and an analysis of the cash flow resources available to meet such
debt repayment.







(b)           Florida
Community shall not, directly or indirectly, purchase or redeem







any
shares of its stock without the prior written approval of the Reserve
Bank.







Capital
Plan







3.           Within
60 days of this Agreement, Florida Community shall submit to the




Reserve
Bank an acceptable written plan to maintain sufficient capital at Florida
Community, on




a
consolidated basis, and the Bank, as a separate legal entity on a stand-alone
basis. The plan







shall, at
a minimum, address, consider, and include:







(a)           The
consolidated organization's and the Bank's current and future
capital




requirements,
including compliance with the Capital Adequacy Guidelines for Bank Holding
Companies: Risk-Based Measure and Tier I Leverage Measure, Appendices A and D
of




Regulation
Y of the Board of Governors (12 C.F.R. Part 225, App. A and D) and the
applicable capital adequacy guidelines for the Bank issued by the Bank's federal
regulator;




3






















(b)           the
adequacy of the Bank's capital, taking into account the volume of




classified
credits, concentrations of credit, ALLL, current and projected asset growth, and
projected retained earnings;







(c)           the
source and timing of additional funds to fulfill the consolidated







organization's
and the Bank's future capital requirements;







(d)           supervisory
requests for additional capital at the Bank or the requirements







of any
supervisory action imposed on the Bank by its federal or state
regulator;







(e)           the
requirements of section 225.4(a) of Regulation Y of the Board of




Governors
(12 C.F.R. § 225.4(a)) that Florida Community serve as a source of strength to
the Bank and any other insured depository institution of Florida Community;
and




(f) procedures for Florida Community
to: (i) notify the Reserve Bank, in







writing,
no more than 30 days after the end of any quarter in which Florida
Community's







consolidated
capital ratios or the Bank's capital ratios (total risk-based, Tier 1
risk-based, or







leverage)
fall below the plan's minimum ratios; and (ii) submit simultaneously to the
Reserve




Bank an
acceptable written plan that details the steps Florida Community will take to
increase its and the Bank's capital ratios above the plan's
minimums.







Affiliate
Transactions







4.           (a)           Florida
Community shall take all necessary actions to ensure on-going




compliance
by the Bank with sections 23A and 23B of the Federal Reserve Act (12 U.S.C. §§
371c and 371c-1) and Regulation W of the Board of Governors (12 C.F.R. Part 223)
in all




transactions
between the Bank and its affiliates, including but not limited to Florida
Community and its nonbank subsidiaries.




4

























(b)           Florida
Community and its nonbank subsidiaries shall not cause the Bank







or any
other insured depository institution subsidiary of Florida Community to violate
any




provision
of sections 23A and 23B of the Federal Reserve Act or Regulation W of the Board
of Governors.







Regulatory
Reports







5.           Within
60 days of this Agreement, Florida Community shall submit to the







Reserve
Bank acceptable written procedures to strengthen and maintain internal controls
to




ensure
that all required regulatory reports and notices filed with the Reserve Bank and
Board of Governors are accurate and filed in accordance with the applicable
instructions for preparation. Compliance with Laws and Regulations




6.           (a)           In
appointing any new director or senior executive officer, or changing
the




responsibilities
of any senior executive officer so that the officer would assume a different
senior




executive
officer position, Florida Community shall comply with the notice provisions of
section




32 of the
FDI Act (12 U.S.C. § 1831 i) and Subpart H of Regulation Y of the Board of
Governors (12 C.F.R. §§ 225.71 el seq.).







(b)           Florida
Community shall comply with the restrictions on indemnification




and
severance payments of section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and
Part 359 of the Federal Deposit Insurance Corporation's regulations (12 C.F.R.
Part 359).




Progress
Reports




7.            Within
30 days after the end of each calendar quarter following the date of
this


Agreement, the board of directors shall submit to the Reserve Bank written
progress reports


detailing
the form and manner of all actions taken to secure compliance with the
provisions of




5













this
Agreement and the results thereof, and a parent company only balance sheet,
income statement, and, as applicable, a report of changes in stockholders'
equity.




Approval
and Implementation of Plan




8.           (a)           Florida
Community shall submit a written capital plan that is acceptable to




the
Reserve Bank within the applicable time period set forth in paragraph 4 of this
Agreement.




(b) Within 10 days of approval by
the Reserve Bank, Florida Community


shall
adopt the approved capital plan. Upon adoption, Florida Community shall promptly
implement the approved plan, and thereafter fully comply with it.







(c)           During
the term of this Agreement, the approved capital plan shall not be







amended
or rescinded without the prior written approval of the Reserve
Bank.







Communications







9.           All
communications regarding this Agreement shall be sent to:







(a)           Mr.
Steve Wise




Assistant
Vice President




Federal
Reserve Bank of Atlanta




1000
Peachtree Street, N.E.




Atlanta,
Georgia                                30309-4470







(b)           Mr.
Stephen L. Price




Chief
Executive Officer and President




Florida
Community Banks, Inc.




1400
North 15`h Street




Immokalee,
Florida                                          34142




6

























Miscellaneous







1           0,           Notwithstanding
any provision of this Agreement, the Reserve Bank may, in its







sole
discretion, grant written extensions of time to Florida Community to comply with
any







provision
of this Agreement.




1           1           The
provisions of this Agreement shall be binding upon Florida Community
and




its
institution-affiliated parties, in their capacities as such, and their
successors and assigns.







12.           Each
provision of this Agreement shall remain effective and enforceable
until







stayed,
modified, terminated, or suspended in writing by the Reserve Bank.




13.           The
provisions of this Agreement shall not bar, estop, or otherwise prevent
the




Board of
Governors, the Reserve Bank, or any other federal or state agency from taking
any




other
action affecting Florida Community, the Bank, any nonbank subsidiary of
Florida




Community,
or any of their current or former institution-affiliated parties and their
successors




and
assigns.







14.           Pursuant
to section 50 of the FDI Act (12 U.S.C. § 1831 aa), this Agreement
is







enforceable
by the Board of Governors under section 8 of the FDI Act (12 U.S.C. §
1818).













IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of




the 13thday of February2009.







FLORIDA
COMMUNITY                                                                         FEDERAL
RESERVE BANK




BANKS,
INC.                                                                         OF
ATLANTA
















By:                                                                         Bv:




Stephen
L.
Price                                                                         Steve
Wise




Chief
Executive Officer and
President                                                                         Assistant
Vice President