Letter Agreement



 Exhibit 10.1 
 Letter Agreement 
 UNITED STATES DEPARTMENT
OF THE TREASURY 
 1500 PENNSYLVANIA AVENUE, NW 
 WASHINGTON, D.C. 20220 
 UST Sequence
Number: 296 
 Dear Ladies and Gentlemen: 
 The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred
Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United
States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities. 
 The
purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the
provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities
Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern. 
 Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased
Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto. 
 This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute
the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter
Agreement” referred to in the Securities Purchase Agreement. 
 This letter agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles
will be deemed as sufficient as if actual signature pages had been delivered. 
 * * * 







 In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized representatives of
the parties hereto as of the date written below. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary for Financial Stability
	
	FIRST COMMUNITY BANK CORPORATION OF AMERICA
		
	By:	 	 /s/ Kenneth P. Cherven

	Name:	 	Kenneth P. Cherven
	Title:	 	Chief Executive Officer


 Date: December 23, 2008 







 EXHIBIT A 
 SECURITIES PURCHASE AGREEMENT 
 Exhibit 10.4 incorporated by reference 







 SCHEDULE A 
 ADDITIONAL TERMS AND CONDITIONS 
 Company Information: 
 Name of the Company: First Community Bank Corporation of America 
 Corporate or other organizational form: Corporation 
 Jurisdiction of Organization: Florida

 Appropriate Federal Banking Agency: Office of Thrift Supervision 
  

			
	Notice Information:	 	Stan B. McClelland
		 	Chief Financial Officer
		 	First Community Bank Corporation
		 	9001 Belcher Road
		 	Pinellas Park, Florida 33782
		 	Phone: (727) 456-5680
		 	Facsimile: (727) 471-0001
		 	E-mail: smcclelland@fcbfl.com

 Terms of the Purchase: 
 Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A 
 Per
Share Liquidation Preference of Preferred Stock: $1,000 
 Number of Shares of Preferred Stock Purchased: 10,685 
 Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and November 15 of each year

 Number of Initial Warrant Shares: 228,312 
 Exercise Price of the Warrant: $7.02 per share 
 Purchase Price: $10,685,000 
 Closing: 
  

			
	Location of Closing:	 	Hughes Hubbard & Reed LLP
		 	One Battery Park Plaza
		 	New York, New York 10004

 Time of Closing: 9:00 a.m., Eastern Standard Time 
 Date of Closing: December 23, 2008 
  

			
	Wire Information for Closing:	 	ABA Number: 061003415
		 	Bank: Silverton Bank, NA
		 	Account Name: First Community Bank of America
		 	Account Number: 1006311505
		 	Beneficiary: First Community Bank Corporation of America
		 	Attention: Stan B. McClelland








 SCHEDULE B 
 CAPITALIZATION 
 Capitalization Date: November 30, 2008 
 Common Stock 
 Par value: $0.05 
 Total Authorized: 20,000,000 
 Outstanding: 4,111,121 
 Subject to warrants, options, convertible securities, etc.: 634,043 
 Reserved for benefit plans and other issuances: 72,327 
 Remaining authorized but unissued: 15,182,509 
 Shares issued after Capitalization Date 
   (other than pursuant to warrants, options, 
   Convertible securities, etc. as set forth above: 0 
 Preferred Stock 
 Par Value: $0.01 
 Total Authorized:
2,000,000 
 Outstanding (by series): 0 
 Reserved for issuance: 0 
 Remaining authorized but unissued: 2,000,000 
 SCHEDULE C 
 REQUIRED STOCKHOLDER
APPROVALS 
 UST Sequence Number: 296 
  

					
	 	  	Required1	  	% Vote Required
	 Warrants — Common Stock Issuance 
	  		  	
	 Charter Amendment
	  		  	
	Stock Exchange Rules	  		  	
	 If no stockholder approvals are required, please so indicate by checking the box:  x.
	  		  	

  

	 1
	 If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote.










  
 SCHEDULE D 
 UST Sequence Number: 296 
 LITIGATION 
 List any exceptions to the representation and warranty in Section 2.2(l) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 
 SCHEDULE E 
 UST Sequence Number: 296

 COMPLIANCE WITH LAWS 
 List
any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 
 List any exceptions to the representation and
warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking
the box:  x. 
 SCHEDULE F 
 UST Sequence Number: 296 
 REGULATORY AGREEMENTS 
 List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x.