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Florida		6711		59-2260678
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Ralph F. MacDonald, III Mark C. Kanaly Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424		John P. Greeley Smith Mackinnon, PA Suite 800 Citrus Center 255 South Orange Avenue, P.O. Box 2254 Orlando, Florida 32801

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered(1)

per Share

Offering Price(3)

Fee

Common stock, par value $.10 per share

1,506,160 shares

(2)

$3,920,385

$461.43

(1)	Represents the maximum number of shares of the registrant’s common stock that may be issued upon the consummation of the merger pursuant to the Agreement and Plan of Merger, as described in this Registration Statement.
(2)	Not applicable.
(3)	Pursuant to the Securities and Exchange Commission’s Rules 457(f)(2) and 457(f)(3) promulgated under the Securities Act of 1933, as amended, since there is no market for the common stock of Century National Bank, which is being acquired by the registrant, the proposed maximum aggregate offering price is $3,920,395, which is the difference between $19,613,737 (the book value of Century National Bank at December 31, 2004) and $15,963,342 (the maximum amount of cash payable in the Merger).

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The information in this proxy statement-prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement-prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

[SEACOAST BANKING CORPORATION OF FLORIDA LOGO]		[CENTURY NATIONAL BANK LOGO]
PROSPECTUS OF SEACOAST BANKING CORPORATION OF FLORIDA		PROXY STATEMENT OF CENTURY NATIONAL BANK

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	1. Merger. To approve and adopt the agreement and plan of merger, dated November 30, 2004, by and among Seacoast Banking Corporation of Florida, a Seacoast subsidiary and Century National Bank, pursuant to which Seacoast will acquire Century through the merger of Century with and into a wholly owned national bank subsidiary of Seacoast. A copy of the merger agreement is attached to the accompanying proxy statement-prospectus as Appendix A.
	2. Other Business. To consider such other business as may properly come before the meeting or any adjournments or postponements of the meeting.

	By Order of the Board of Directors

	Michael W. Sheffey
	President and Chief Executive Officer

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QUESTIONS AND ANSWERS				iii
SUMMARY				1
	The Companies			1
	The Merger			1
	What You Will Receive in the Merger			2
	Limitations on Cash and Common Stock Consideration; Proration			2
	Timing and Manner of Election; Surrender and Exchange of Stock Certificates			2
	Effect of the Merger on Century Options			3
	Your Expected Federal Income Tax Treatment as a Result of the Merger			3
	Your Dissenters’ Rights			3
	Comparative Stock Prices			3
	Reasons for the Merger			4
	Opinion of Century’s Financial Advisor			4
	Century’s Board of Directors Recommends that Century Shareholders Approve the Merger			4
	Information About the Century Shareholders’ Meeting			4
	Vote Required at the Meeting			4
	Share Ownership of Management			4
	Management and Operations after the Merger			5
	Regulatory Approvals			5
	Several Conditions Must be Met to Complete the Merger			5
	Waiver and Amendment of the Merger Agreement			5
	Termination and Termination Fee Under the Merger Agreement			6
	Century’s Directors and Executive Officers Have Interests in the Merger that Differ from Your Interests			6
	Employee Benefits of Century Officers and Employees after the Merger			6
	Differences in Rights of Century Shareholders after the Merger			6
	Accounting Treatment			7
	Selected Financial Information of Seacoast and Century			8
RISK FACTORS				11
A WARNING ABOUT FORWARD-LOOKING STATEMENTS				15
THE CENTURY NATIONAL BANK SPECIAL MEETING				17
	Purpose of the Meeting			17
	Record Date; Quorum and Vote Required			17
	Solicitation and Revocation of Proxies			17
	Dissenters’ Rights			18
	Recommendations of the Board of Directors of Century			18
THE MERGER				19
	General			19
	Background of the Merger			19
	Reasons for the Merger			20

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	Opinion of Keefe, Bruyette & Woods, Inc.			21
	Interests of Certain Persons in the Merger			28
	Timing and Manner of Elections; Surrender and Exchange of Stock Certificates			29
	Resale of Seacoast Common Stock			30
	Regulatory and Other Required Approvals			30
	Accounting Treatment of the Merger			30
THE MERGER AGREEMENT				30
	General			30
	What Century Shareholders Will Receive in the Merger			31
	Treatment of Fractional Shares			33
	Conversion of Century Stock Options			33
	Representations and Warranties in the Merger Agreement			33
	Conditions to the Merger			36
	Waiver and Amendment			37
	Business of Century Pending the Merger			37
	Termination of the Merger Agreement; Termination Fee			38
	Payment of Expenses Relating to the Merger			39
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER				39
CERTAIN DIFFERENCES IN RIGHTS OF SHAREHOLDERS				42
DISSENTERS’ RIGHTS				47
INFORMATION ABOUT SEACOAST				48
	General			48
	Market Price and Dividends Declared on Seacoast Common Stock			49
	Recent Developments			49
	Additional Information			50
INFORMATION ABOUT CENTURY				50
	General			50
	Business and Properties			50
	Competition			51
	Employees			51
	Legal Proceedings			51
	Stock Ownership of Principal Shareholders, Management and Directors			51
	Related Party Transactions			52
	Market Prices of and Dividends Declared on Century Common Stock			52
OTHER MATTERS				53
LEGAL MATTERS				53
EXPERTS				53
IMPORTANT NOTICE FOR CENTURY SHAREHOLDERS				54
WHERE YOU CAN FIND ADDITIONAL INFORMATION				54
Opinion of Alston & Bird LLP
Opinion of Alston & Bird LLP
Subsidiaries
Consent of KPMG, LLP
Consent of PricewaterhouseCoopers, LLP
Consent of Osburn, Heming and Company
Consent of Keefe, Bruyette & Woods, Inc.
Form of Proxy of Century National Bank

APPENDIX A		AGREEMENT AND PLAN OF MERGER, DATED NOVEMBER 30, 2004, BY AND AMONG SEACOAST BANKING CORPORATION OF FLORIDA, FIRST NATIONAL BANK & TRUST COMPANY OF THE TREASURE COAST AND CENTURY NATIONAL BANK
APPENDIX B		TITLE 12 SECTION 215A OF THE UNITED STATES CODE
APPENDIX C		FAIRNESS OPINION OF KEEFE, BRUYETTE & WOODS, INC.

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Q:		What am I being asked to vote upon?
A:		You are being asked to approve the merger agreement, which provides for the merger of Century with and into a wholly owned national bank subsidiary of Seacoast. As a result, Century will become a wholly owned subsidiary of Seacoast.
Q:		How does my board of directors recommend I vote on the merger?
A:		The board of directors of Century unanimously recommends that you vote “FOR” approval of the merger agreement.
Q:		Why is my board of directors recommending that I vote for approval of the merger agreement?
A:		Century’s board of directors believes the merger is a unique strategic opportunity to combine with Seacoast, which is expected to create greater value for our shareholders, expand the range of products and services available to our customers while maintaining our service culture, and expand the career opportunities for our employees. Our financial advisors also have opined that the consideration to be received by Century shareholders in the Merger is fair from a financial point of view.
Q:		What will I receive in the merger?
A:		In the merger, each share of Century common stock automatically will be converted into the right to receive consideration in the form of shares of Seacoast common stock, cash (without interest), or a combination of Seacoast common stock and cash, as elected by each shareholder and subject to certain adjustments and prorations described in this proxy statement-prospectus.
Q:		What should I do now?
A:		After carefully reading and considering the information in this proxy statement-prospectus, including materials incorporated by reference, indicate on your proxy card how you want to vote, sign and date the card. In addition, please complete the enclosed form of election indicating whether you would prefer to receive shares of Seacoast common stock, cash (without interest), or a combination of Seacoast common stock and cash if the merger is approved. Finally, mail the properly completed and signed proxy card and form of election in the enclosed postage-paid envelope as soon as possible, so that your shares will be represented at the meeting and your election will be recorded.
		If you sign and return your proxy card and do not indicate how you want to vote, your proxy will be voted in favor of the proposal to approve the merger agreement and otherwise in the discretion of the proxies.
Q:		What if I do not vote?
A:		If you do not vote, by either signing and sending in your proxy card or attending and voting at the meeting, your shares will not be voted at the meeting. This will have the same effect as voting your shares against the merger, although this will not perfect your dissenters’ rights.
Q:		If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?
A:		Your broker will vote your shares of stock on the merger agreement only if you provide instructions on how to vote. You should instruct your broker on how to vote your shares, following the directions your broker provides. If you do not provide instructions to your broker, and your broker submits an unvoted proxy, your shares will not be voted at the meeting, which will have the same effect as voting your shares against the merger, although this will not perfect your dissenters’ rights.
Q:		Can I change my vote after I deliver my proxy?
A:		Yes. You can change your vote at any time before your proxy is voted at the meeting. You can do this in three ways. First, you can revoke your proxy by giving written notice of revocation to Century’s secretary. Second, you can submit a new properly executed proxy with a later date to Century’s secretary, at or before the meeting. The latest vote actually received before the meeting will be counted, and any earlier votes will be revoked. Third, you can attend the meeting and vote your shares in person. Any earlier proxy will be thereby revoked. However, simply attending the meeting without voting will not revoke your proxy.

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Q:		Should I send in my Century stock certificates now?
A:		No. Seacoast will cause the exchange agent to separately send to all Century shareholders a letter of transmittal together with written instructions for exchanging Century common stock certificates for the merger consideration.
Q:		When must I elect the type of merger consideration that I prefer to receive?
A:		Holders of Century common stock who wish to elect the type of merger consideration they prefer to receive in the merger should carefully review and follow the instructions set forth in the enclosed form of election. These instructions require that a properly completed and signed form of election be received prior to the election deadline, which is     P.M. Eastern Standard Time, on                     , 2005.
		If you fail to submit a completed form of election prior to the election deadline, you will be deemed to not have made an election. As a non-electing holder, you will be paid a value per share equivalent to the amount paid per share to holders making elections, but you may receive only cash, only Seacoast common stock, or a combination of cash and Seacoast common stock, depending on the remaining pool of cash and Seacoast common stock available for paying the merger consideration after honoring the affirmative cash and stock elections that other Century shareholders have made.
Q:		When will I receive my Seacoast stock certificates and/or cash?
A:		Following the completion of the merger, Seacoast will cause the exchange agent to deliver a letter of transmittal to each Century shareholder. You should carefully review and follow the instructions set forth in the letter of transmittal. You will be asked to complete the letter of transmittal and return it, together with your Century stock certificates (or properly completed notice of guaranteed delivery, which will be included as part of the letters of transmittal you will receive), to the exchange agent. The cash and/or Seacoast common stock that you are to receive in connection with the merger will be mailed to you by the exchange agent promptly after the exchange agent receives your properly executed letter of transmittal and stock certificates.
Q:		Am I entitled to dissenters’ rights of appraisal in connection with the merger?
A:		Yes. If you wish, you may exercise dissenters’ rights arising out of the transactions contemplated by the merger agreement and obtain a cash payment for the value of your shares as determined under the National Bank Act. To exercise dissenters’ rights, you must vote your shares against the merger or give written notice at or prior to the meeting to Century that you are exercising your dissenters’ rights, and you must strictly comply with all of the applicable requirements provided under the National Bank Act, as described in this proxy statement-prospectus under the section entitled “Dissenters’ Rights.” The value of your shares may be more or less than the consideration to be paid in the merger. We have reproduced, in full, the applicable dissenters’ rights provisions as Appendix B to this proxy statement-prospectus.
Q:		Who can help answer my questions?
A:		If you would like additional copies of this document, or if you would like to ask any questions about the merger and related matters, you should contact:

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	You may not receive the form of merger consideration that you elect or desire.

	Because the market price of Seacoast common stock may fluctuate, you cannot be sure of the market value of the Seacoast common stock that you will receive as stock consideration in the merger.

	Combining our two companies may be more difficult, costly or time-consuming than we presently expect.

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	Your tax consequences of the merger will be dependent on the type of merger consideration received.

	The market price of Seacoast common stock after the merger may be affected by factors different from those currently affecting Century and/or Seacoast common stock.

	The merger agreement limits Century’s ability to pursue alternatives to the merger.

	Certain Century executive officers have interests in the merger other than their interests as shareholders.

	Future acquisitions and expansion activities by Seacoast may disrupt Seacoast’s business, dilute shareholder value and adversely affect its operating results.

	•	risks of unknown or contingent liabilities;
	•	unanticipated costs and delays of integrating businesses;

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	•	risks that acquired new businesses do not perform consistent with Seacoast’s growth and profitability expectations, including the risks of failure to achieve expected gains, loans and deposit growth, revenue growth and/or expense earnings from such transactions;
	•	risks of entering new markets or product areas where Seacoast has limited experience;
	•	risks that growth will strain Seacoast’s infrastructure, staff, internal controls and management, which may require additional personnel, time and expenditures;
	•	exposure to potential asset quality issues with acquired institutions;
	•	difficulties, expenses and delays of integrating the operations and personnel of acquired institutions, and start-up delays and costs of other expansion activities;
	•	potential disruptions to Seacoast’s business;
	•	possible loss of key employees and customers of acquired institutions;
	•	potential short-term decreases in profitability; and
	•	diversion of Seacoast’s management’s time and attention from its existing operations and business.

	Seacoast is required to maintain capital to meet regulatory requirements, and if it fails to maintain sufficient capital, its financial condition, liquidity and results of operations would be adversely affected.

	Attractive acquisition opportunities may not be available to Seacoast in the future.

	Seacoast’s profitability and liquidity may be affected by changes in interest rates and economic conditions.

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	Seacoast’s future success is dependent on its ability to compete effectively in highly competitive markets.

	Seacoast operates in a heavily regulated environment.

	Seacoast is subject to new internal control reporting requirements that increase its compliance costs and failure to comply timely could adversely affect Seacoast’s reputation and the values of its securities.

	Technological changes affect Seacoast’s business, and Seacoast may have fewer resources than many competitors to invest in technological improvements.

	Seacoast’s ability to continue to pay dividends to shareholders in the future is subject to profitability, capital and liquidity and regulatory requirements.

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	Seacoast may issue additional securities, which could affect the market price of its common stock and dilute your ownership.

	Seacoast intends to fund the cash portion of the merger consideration through borrowings, which may adversely affect its liquidity and financial condition.

	Future potential debt incurred by Seacoast or future debt or preferred stock issues by Seacoast may negatively affect holders of common stock.

	The anti-takeover provisions in Seacoast’s articles of incorporation and under Florida law may make it more difficult for takeover attempts that have not been approved by Seacoast’s board of directors.

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	•	the effects of future economic or business conditions;
	•	governmental monetary and fiscal policies, as well as legislative and regulatory changes, especially as they relate to financial institutions and/or public companies;
	•	the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities;
	•	credit risks of borrowers;
	•	the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet;
	•	the failure of assumptions underlying the establishment of reserves for possible loan losses;
	•	the risks of mergers and acquisitions, including, without limitation, transaction costs, the risks that the acquired businesses (including the acquisition of Century) will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, the risk that expected revenue or cost synergies may or may not be timely or fully realized, and the risk that revenues following the merger may be lower than expected, and that past acquisition costs are higher than expected;
	•	we may experience deposit attrition in the Orlando market following the merger, and changes in the deposit mix and costs and other operating costs with respect to the Orlando market operations may differ or change from expectations;
	•	increased competitive pressures and solicitations of Century’s customers by competitors, as well as the difficulties and risks inherent in increasing the volume of loans in the highly competitive Orlando market;
	•	the possible risks of customer and employee loss and business disruption resulting from the merger, including, without limitation, difficulties in maintaining relationships with employees, and these risks being greater than presently expected;
	•	the risk of obtaining necessary regulatory approvals of the merger on the proposed terms and schedule; and
	•	the failure of Century’s shareholders to approve the merger.

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	•	the agreement and plan of merger, dated November 30, 2004, by and among Seacoast Banking Corporation of Florida, a subsidiary of Seacoast and Century National Bank, pursuant to which Seacoast will acquire Century through the merger of Century with and into a wholly owned national bank subsidiary of Seacoast; and
	•	any other matters that are properly brought before the meeting.

	•	providing Century’s secretary written notice revoking your proxy prior to the date of the meeting;
	•	providing Century’s secretary, prior to the date of the meeting, a signed proxy card dated later than your initial proxy; or
	•	attending the meeting and voting in person.

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	General

	•	the comparative financial condition, results of operations, current business and future prospects of Seacoast and Century; and
	•	the trading price and historical earnings per share of Seacoast common stock and Century common stock.

	Seacoast’s reasons for the merger

	•	the high growth rates and strong demographics of the Orlando market;
	•	Century’s success in building its business banking customer base in the Orlando market and its compatible relationship banking philosophy; and
	•	the potential for strategic synergies and additional growth given, among other things, the larger lending capacity when combined with Seacoast.

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	Century’s reasons for the merger

	•	the value of the consideration to be received by Century shareholders relative to the book value and earnings per share of Century common stock;
	•	information concerning Seacoast’s financial condition, results of operations and business prospects;
	•	the financial terms of recent business combinations in the financial services industry and a comparison of the multiples of selected combinations with the terms of the proposed merger with Seacoast;
	•	the opinion of KBW that the consideration to be received by Century shareholders in the merger is fair from a financial point of view;
	•	the fact that the merger will enable Century shareholders to exchange their relatively illiquid shares of Century common stock for the shares of a bank holding company, the stock of which is publicly traded, and the fact that the acquisition of Seacoast common stock will be tax-free to shareholders;
	•	that Seacoast historically has paid cash dividends on its common stock, as compared to Century, which has not paid any dividends;
	•	the alternatives to the merger, including remaining an independent institution;
	•	the strategic synergies of the merger, including expanded range of banking services that the merger will allow Century to provide its customers; and
	•	the competitive and regulatory environment for financial institutions, generally.

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	•	reviewed, among other things:

	•	the merger agreement;
	•	Century’s annual reports to shareholders and annual reports on Form 10-KSB for the three years ended December 31, 2003, 2002 and 2001;
	•	Seacoast’s annual reports to shareholders and annual reports on Form 10-K for the three years ended December 31, 2003, 2002 and 2001;
	•	certain of Century’s interim reports to shareholders and quarterly reports on Form 10-QSB and certain other communications to its shareholders,
	•	certain of Seacoast’s interim reports to shareholders and quarterly reports on Form 10-Q and certain other communications to its shareholders; and
	•	other financial information concerning the businesses and operations of Century and Seacoast furnished to KBW by Century and Seacoast for purposes of KBW’s analysis;

	•	held discussions with members of senior management of Century and Seacoast regarding:

	•	past and current business operations;
	•	regulatory relationships;
	•	financial condition; and
	•	future prospects of the respective companies;

	•	reviewed the market prices, valuation multiples, publicly reported financial condition and results of operations for Seacoast and compared them with those of certain publicly traded companies that KBW deemed to be relevant;
	•	reviewed the publicly reported financial condition and results of operations for Century and compared them with those of certain companies that KBW deemed to be relevant;
	•	compared the proposed financial terms of the merger with the financial terms of certain other transactions that KBW deemed to be relevant; and
	•	performed other studies and analyses that it considered appropriate.

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	•	the merger will be completed substantially in accordance with the terms set forth in the merger agreement;
	•	the representations and warranties of Seacoast and Century in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;
	•	each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;
	•	all conditions to the completion of the merger will be satisfied without any waivers; and
	•	in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings, revenue enhancements and related expenses expected to result from the merger.

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		Median				Low				High				Seacoast Merger
Price/ Stated Book Value			293.2	%			141.1	%			479.9	%			249.8	%
Price/ Latest Twelve Months’ Earnings Per Share			25.1	x			16.8	x			37.7	x			24.8	x
Core Deposit Premium			26.3				13.2				39.4				10.5

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		Median				Low				High				Century*
Equity/ Assets			7.47	%			6.12	%			13.38	%			6.43	%
Non-Performing Assets/ Assets			0.18				0.00				1.34				0.00
Return on Average Assets (Year-to-Date Annualized)			1.01				0.53				2.07				0.88
Return on Average Equity (Year-to-Date Annualized)			13.15				5.94				18.81				13.28
Efficiency Ratio (Last Twelve Months)			63				44				76				48

*	Century’s data as of or for the three months ended September 30, 2004. Performance ratios annualized.

Seacoast			28.92	%
Keefe Bank Index			35.25

	•	various financial measures, including:

	•	earnings performance;
	•	operating efficiency;
	•	capital; and
	•	asset quality; and

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	•	various measures of market performance, including:

	•	price to book value;
	•	price to earnings; and
	•	dividend yield.

		Median				Low				High				Seacoast
Return on Average Equity (GAAP)			12.99	%			8.07	%			16.08	%			14.05	%
Return on Average Assets (GAAP)			1.11				0.72				1.52				1.09
Return on Average Tangible Equity (Cash)			14.98				8.55				29.11				14.60
Return on Average Tangible Assets (Cash)			1.14				0.75				1.61				1.10
Net Interest Margin			4.30				3.27				4.96				3.97
Efficiency Ratio			62				47				75				64
Leverage Ratio			8.91				6.74				11.21				7.71
Equity/ Assets			9.15				6.43				10.59				7.70
Tangible Equity/ Assets			7.80				5.52				9.40				7.54
Loans/ Deposits			97				62				104				73
Non-Performing Assets/ Assets			0.31				0.00				1.30				0.03
Loan Loss Reserve/ Non-Performing Assets			290				93				491				1,670
Loan Loss Reserve/ Total Loans			1.25				0.90				1.76				0.76

		Median				Low				High				Seacoast
Price/ Stated Book Value Per Share			241	%			158	%			305	%			317	%
Price/ Tangible Book Value Per Share			277				171				533				325
Price/ 2004 GAAP Estimated Earnings Per Share			20.3	x			15.1	x			25.3	x			22.1x
Price/ 2004 Cash Estimated Earnings Per Share			20.2				15.1				24.5				22.1
Price/ 2005 GAAP Estimated Earnings Per Share			18.2				14.3				21.4				18.7
Price/ 2005 Cash Estimated Earnings Per Share			18.1				14.2				20.8				18.7
Dividend Yield			1.8	%			0.8	%			3.0	%			2.5	%

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	•	various financial measures, including:

	•	earnings performance;
	•	operating efficiency;
	•	capital; and
	•	asset quality; and

	•	various measures of market performance, including:

	•	price to book value;
	•	price to earnings; and
	•	dividend yield.

		Median				Low				High				Century
Return on Average Equity (GAAP)			10.17	%			2.77	%			28.13	%			13.28	%
Return on Average Assets (GAAP)			0.80				0.29				1.97				0.88
Return on Average Tangible Equity (Cash)			10.46				2.77				28.13				13.28
Return on Average Tangible Assets (Cash)			0.81				0.29				1.97				0.88
Net Interest Margin			3.94				2.92				4.94				2.82
Efficiency Ratio			65				48				74				48
Leverage Ratio			8.63				6.25				10.78				6.76
Tangible Equity/ Assets			8.21				4.01				10.14				6.43
Loans/ Deposits			83				68				95				36
Non-Performing Assets/ Assets			0.37				0.10				2.05				0.00
Loan Loss Reserve/ Non-Performing Assets			242				36				743				Not Meaningful*
Loan Loss Reserve/ Total Loans			1.04				0.65				2.59				1.22

*	As of September 30, 2004, Century did not have any non-performing assets.

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		Seacoast				Century
Assets			82.9	%			17.1	%
Gross Loans			90.1				9.9
Deposits			81.8				18.2
Equity			85.3				14.7
Tangible Equity			85.0				15.0
2005 Estimated Earnings (GAAP)			85.9				14.1
2005 Estimated Earnings (Cash)			85.9				14.1
Estimated Pro Forma Ownership			91.9				8.1

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	(1) for each share of Century common stock with respect to which an election to receive solely cash has been made, which are referred to as “Cash Election Shares,” an amount equal to $28.82 (after rounding to the nearest cent), which is referred to as the “Per Share Amount;”
	(2) for each share of Century common stock with respect to which an election to receive solely shares of Seacoast common stock, which are referred to as “Stock Election Shares,” 1.41537 shares of Seacoast common stock, which is referred to as the “Exchange Ratio,” and the number of shares issued as a result of the Exchange Ratio being referred to as the “Stock Consideration.”

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	Limitations on Cash Consideration and Stock Consideration

	(1) $15,693,342, minus
	(2) the Option Settlement Payments, which, based on 60,236 outstanding Century Stock Options, will not exceed $1,067,984.

	Proration

	(1) If the total number of Cash Election Shares exceeds the Cash Conversion Number, then:

	(a) all Stock Election Shares and Non-Election Shares will be converted into the right to receive Stock Consideration;
	(b) all Cash Election Shares up to an amount equal to the Cash Consideration Number will be converted into the right to receive Cash Consideration; and
	(c) all remaining Cash Election Shares will be converted into the right to receive Stock Consideration.

	(2) If the total number of Cash Election Shares is less than the Cash Conversion Number, with the difference between such amounts being referred to as the “Shortfall Number,” then all Cash Election Shares will be converted into the right to receive Cash Consideration, and the Stock Election Shares and the Non-Election Shares will be treated as follows:

	(a) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then:

	(i) all Stock Election Shares will be converted into the right to receive Stock Consideration; and
	(ii) all Non-Election Shares of a given shareholder will be converted into the right to receive Cash Consideration in respect of that number of Non-Election Shares equal to the product of:

	(x) the number of Non-Election Shares held by that shareholder, multiplied by
	(y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares;

	with the remaining number of that shareholder’s Non-Election Shares being converted into the right to receive Stock Consideration;

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	(b) if the Shortfall Number exceeds the number of Non-Election Shares, then:

	(i) all Non-Election Shares will be converted into the right to receive Cash Consideration; and
	(ii) all Stock Election Shares of a given shareholder will be converted into solely the right to receive Cash Consideration in respect of that number of Stock Election Shares equal to the product of:

	(x) the number Stock Election Shares held by that shareholder, multiplied by
	(y) a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the total number of Non-Election Shares, and the denominator of which is the total number of Stock Election Shares;

	with the remaining number of that shareholder’s Stock Election Shares being converted into solely the right to receive Stock Consideration.

	(1) the fractional part of a share of Seacoast common stock otherwise due to that shareholder, multiplied by
	(2) the last sale price of Seacoast common stock on the Nasdaq National Market on The last trading day preceding the effective time of the merger.

	(1) the number of shares of Century common stock subject to the stock option, multiplied by
	(2) the amount, if any, by which the Per Share Amount exceeds the per share exercise price of the shares subject to the given option.

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	•	its organization and authority to enter into the merger agreement;
	•	its capitalization, subsidiaries, financial statements and filings;
	•	its loans and reserves;
	•	tax and regulatory matters;
	•	its assets, intellectual property, legal and environmental matters and employee benefits;
	•	privacy of customer information and the status of technology systems; and
	•	its contractual obligations and contingent liabilities; and
	•	pending and threatened litigation.

	•	its organization and authority to enter into the merger agreement;
	•	its capitalization, subsidiaries, financial statements and filings;
	•	its loans and reserves;
	•	tax and regulatory matters;
	•	its assets, intellectual property, legal and environmental matters and employee benefits;
	•	its contractual obligations and contingent liabilities;
	•	pending and threatened litigation; and
	•	the authority of the merger subsidiary into which Century will be merged.

	Century Stock Options

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	Employee Benefits

	Employment Contracts

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	•	the terms of the employment agreements for Messrs. Cash and Dotherow are one year and two years, respectively;
	•	the annual base salary of Messrs. Cash and Dotherow is $140,000 and $130,000, respectively; and
	•	the term of the restrictive covenants is for the remaining term of the employment agreement following any termination.

	Director’s Agreements

	Indemnification and Insurance

	•	approval of the merger agreement by Century shareholders;
	•	approval of the merger by the OCC and the Federal Reserve and other regulatory agencies without imposing conditions unacceptable to Seacoast, (see “The Merger — Regulatory and Other Required Approvals”);

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	•	the receipt of all necessary consents from other persons, such as landlords, required for the consummation of the merger which if not obtained are reasonably likely to have a material adverse effect, provided no such consents shall contain conditions unacceptable to Seacoast;
	•	the absence of any law or order, or other action taken by a governmental authority to prohibit or restrict the completion of the transactions contemplated by the merger agreement;
	•	the absence of stop orders suspending the effectiveness of Seacoast’s registration statement under the Securities Act;
	•	approval by Nasdaq for the listing of the shares of Seacoast common stock issuable pursuant to the merger on The Nasdaq National Market;
	•	issuance of a tax opinion that the merger qualifies as a tax-free reorganization;
	•	issuance of a tax opinion that the merger is not a taxable event for either Seacoast or Century;
	•	the representations and warranties of the parties to the merger agreement must be true and correct as of the effective time of the merger, except as to such inaccuracies as would not be reasonably likely to have a material adverse effect in the aggregate, and the other party to the merger agreement must have performed in all material respects all its obligations under the merger agreement;
	•	receipt by Seacoast from Century’s affiliates, directors and officers, as applicable, of the claims letters, director agreements and affiliate agreements called for by the merger agreement;
	•	holders of no more than 5% of Century outstanding shares have given notice of their intent to exercise dissenters’ rights; and
	•	receipt by Century from its financial advisor of an opinion regarding the fairness of the consideration to be received by Century’s shareholders in the merger, from a financial point of view, which opinion shall not be withdrawn prior to Century’s meeting.

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	•	amend its articles of incorporation or bylaws;
	•	incur any additional debt or other borrowings in excess of an aggregate of $50,000, except in the ordinary course of its business;
	•	impose, or suffer the imposition, of a lien or encumbrance on any Century asset, with certain exceptions;
	•	redeem, repurchase, or otherwise acquire or exchange shares of its capital stock, or declare or pay any dividend with respect to its capital stock;
	•	issue or encumber, or contract to issue or encumber, any shares of its capital stock or issue any rights to purchase shares of its capital stock, except as permitted by the merger agreement;
	•	adjust, split, combine or reclassify its capital stock, or authorize substitutions for its capital stock, or sell or mortgage any asset other than in the ordinary course of business for reasonable and adequate consideration;
	•	make any material investments, other than for purchases of U.S. government agency securities with maturities of less than or equal to one year;
	•	allow any increase in compensation or benefits to its employees or officers, make severance, termination or bonus payments or enter into or amend any severance agreement, allow any increase in fees to its directors, or accelerate the exercisability or amend the terms of any equity right or restricted stock, in each case except as permitted by the merger agreement;
	•	enter into or amend any employment or similar agreement that Century does not have the unconditional right to terminate without liability;
	•	adopt any new employee benefit plans, or terminate or materially change any existing employee benefit plan, except as may be necessary to maintain the tax qualified status of such plan, or make any distributions from such plans except as required by law;
	•	change any tax or accounting methods, except as may be necessary to conform to laws or accounting requirements;
	•	commence any litigation other than in accordance with past practice or settle any litigation resulting in material damages or restrictions on operations; or
	•	enter into, amend or terminate any material contracts or waive or assign material rights or claims.

	1. by mutual written agreement of Seacoast and Century;
	2. by either party if the other party breaches any representation or warranty in the merger agreement, the breach cannot be or has not been cured within 30 days after written notice, and the breach is reasonably likely to permit the non-breaching party to refuse to consummate the transactions contemplated under the merger agreement;
	3. by either party if the other party materially breaches any covenant or other agreement in the merger agreement, and the breach cannot be or has not been cured within 30 days after written notice;

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	4. by either party if:

	•	the consent of any regulatory authority required to complete the merger has been denied by final nonappealable action;
	•	any law or order permanently restraining, enjoining or prohibiting the merger becomes final and nonappealable; or
	•	Century’s shareholders fail to vote their approval of the merger at a meeting where such matters were presented and voted upon;

	5. by either party in the event the merger is not consummated by May 31, 2005;
	6. by Seacoast if:

	•	Century’s board of directors fails to reaffirm its approval of the merger upon Seacoast’s request for such reaffirmation;
	•	Century’s board of directors withdraws, qualifies or modifies, or proposes publicly to withdraw, qualify or modify, its recommendation that Century’s shareholders approve the merger; or
	•	Century’s board of directors affirms, recommends or authorizes entering into any merger, sale of Century stock or assets, or other business combination or substantial investment by a third party (other than the Seacoast merger), or negotiates or authorizes the negotiations with a third party regarding an acquisition proposal of Century (other than the Seacoast merger); or

7. by Century, if Century’s board of directors has withdrawn or modified or changed its recommendation or approval of the merger agreement in order to approve an acquisition proposal that Century’s board of directors determines in its good faith judgment to be more favorable to Century’s shareholders than the Seacoast merger, and following the determination, upon the advice of legal counsel, that the failure to take such action would result in a breach of Century’s board of directors’ fiduciary duties, provided that at least two business days prior to the termination, Century negotiates with Seacoast to make adjustments to the terms of the merger agreement to enable the transactions to proceed on adjusted terms.

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	•	The merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.
	•	No gain or loss will be recognized by Seacoast or Century as a consequence of the merger (except for the inclusion in income of the amount of the bad debt reserve maintained by Century and any other amounts resulting from any required change in accounting methods and any income and deferred gain recognized pursuant to Treasury regulations issued under Section 1502 of the Code).
	•	The exchange in the merger of Seacoast common stock for Century common stock will not give rise to gain or loss to the Century shareholders (except to the extent of any cash consideration received, and any cash received in lieu of fractional shares).
	•	Your tax basis in the Seacoast common stock received in the merger will equal your tax basis in the Century common stock surrendered in the merger, increased by the amount of taxable gain or dividend gain, if any, recognized in the merger, and decreased by the amount of cash, if any, received in the merger (but excluding any cash received in lieu of a fractional share interest).
	•	Your holding period in the shares of Seacoast common stock received in the merger will include your holding period for the shares of Century common stock exchanged therefor.

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	Authorized Capital Stock

42

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	Amendment to Articles of Incorporation and Bylaws

	Board of Directors

43

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	Nomination of Directors

	Removal of Directors

	Filling Vacancies on the Board of Directors

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	Meetings of Shareholders

	•	the chairman of the board of directors;
	•	the board of directors; or
	•	the president, either (i) on behalf of Seacoast or (ii) on behalf of the shareholders of Seacoast upon receipt of dated written demands from shareholders holding not less than fifty percent (50%) of the votes entitled to be cast on the proposed issue or issues set forth in the demand.

	•	the board of directors;
	•	the chairman of the board; or
	•	by one or more shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the shares of Century.

	Shareholder Inspection Rights

	•	the shareholder’s demand must be made in good faith and for a proper purpose;
	•	the shareholder’s demand must describe the proper purpose and the records requested; and
	•	the records requested must be directly connected to that proper purpose.

	Anti-takeover Provisions

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	•	A requirement that any change to the Seacoast Articles relating to the structure of the board of directors, certain anti-takeover provisions and shareholder proposals must be approved by the affirmative vote of holders of (i) two-thirds of the shares outstanding and entitled to vote, and (ii) a majority of the outstanding shares entitled to vote that are not beneficially owned by a Related Person.
	•	A requirement that any change to the Seacoast Bylaws, including any change relating to the number of directors, must be approved by the affirmative vote of (i) two-thirds of Seacoast’s board of directors or shareholders, and (ii) a majority of the Continuing Directors.
	•	A requirement that shareholders may call a meeting of shareholders on a proposed issue or issues only upon the receipt by Seacoast from the holders of half of all votes entitled to be cast on the proposed issue or issues of signed and dated written demands for the meeting describing the purpose for which it is to be held.
	•	A requirement that a shareholder wishing to submit proposals for a shareholder vote comply with certain procedures, including advanced notice requirements, in order for the proposal to be submitted to shareholders for their consideration.

	•	acquisitions of shares possessing one-fifth or more, but less than one-third, of all voting power;
	•	acquisitions of shares possessing one-third or more, but less than a majority, of all voting power; or
	•	acquisitions of shares possessing a majority or more of all voting power.

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	Indemnification of Directors and Officers

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		High				Low				Dividend
2005
First Quarter (through March 15, 2005)		$	22.58			$	19.30			$	0.14
2004
Fourth Quarter			24.01				19.95				0.14
Third Quarter			22.35				18.85				0.14
Second Quarter			21.50				18.08				0.13
First Quarter			21.65				17.40				0.03
2003
Fourth Quarter		$	18.09				16.67				0.13
Third Quarter			18.57				13.71				0.13
Second Quarter			16.04				13.38				0.11
First Quarter			16.28				14.53				0.11

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Century Branches		Square Footage
65 N. Orange Avenue			6,752
541 S. Orlando Avenue			4,536
2101 N. State Road 434			4,596

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						Number of Shares
		Shares				Subject to Options				Aggregate
		Beneficially				Exercisable within 60				Number
Name		Owned				Days				of Shares				Percentage of Class
Directors and Executive Officers
Stephen F. Foreman			60,316				1,360				61,676				4.03	%
Bert E. Roper			59,176				—				59,176				3.87	%
John J. Jennings			57,520				2,856				60,376				3.94	%
Stanley T. Pietkiewicz			27,816				1,360				29,176				1.91	%
Douglas C. Foreman			22,640				1,536				24,176				1.58	%
Michael W. Sheffey(1)			106,680				—				106,680				6.98	%
David R. Dotherow			31,450				8,950				40,400				2.63	%
Sidney G. Cash			20,119				19,981				40,100				2.59	%
All Directors and Executive Officers as a Group			385,717				36,043				421,760				26.96	%
Unaffiliated Holders
Schenck Family — L. Virgil Schenck, IV			78,820								78,820				5.16	%

(1)	The address of Mr. Sheffey is 65 North Orange Avenue, Orlando, Florida 32801.

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		High				Low
2005
First Quarter (through March 15, 2005)		$	—			$	—
2004
Fourth Quarter		$	—			$	—
Third Quarter		$	—			$	—
Second Quarter		$	—			$	—
First Quarter		$	11.50			$	11.50
2003
Fourth Quarter		$	12.00			$	11.00
Third Quarter		$	11.00			$	11.00
Second Quarter		$	—			$	—
First Quarter		$	11.00			$	11.00

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	•	Seacoast’s Annual Report on Form 10-K for the year ended December 31, 2004 filed March 17, 2005;
	•	Seacoast’s Current Reports on Form 8-K/A filed on March 16, 2005;
	•	the description of Seacoast common stock set forth in Seacoast’s registration statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description; and
	•	all documents filed by Seacoast with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement-prospectus and prior to the earlier of the date of the Century shareholders’ meeting or the date the merger agreement is terminated (specifically excluding any portions thereof that are furnished to, as opposed to filed with, the SEC) will be deemed to be incorporated by reference in this proxy statement-prospectus from the date they are filed.

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Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Shareholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

F-1

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	Osburn, Henning and Company

F-2

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						2004				2003
ASSETS
Cash and due from banks						$	19,177,589			$	17,694,474
Interest-bearing demand balances in other banks							96,502,281				63,820,613
Federal funds sold							6,070,938				3,572,692
				Total Cash and Cash Equivalents			121,750,808				85,087,779
Securities available for sale							14,568,546				36,070,671
Securities held to maturity							74,539,403				71,469,712
Loans:
	Commercial, financial and agricultural						16,035,876				15,583,244
	Real estate — mortgage						81,717,033				60,018,650
	Installment and consumer lines						1,071,597				1,100,160
				Total Loans			98,824,506				76,702,054
	Less: Allowance for loan losses						1,185,000				1,065,000
			Net Loans				97,639,506				75,637,054
Property and equipment							426,268				534,736
Other assets							1,111,259				998,470
				TOTAL ASSETS		$	310,035,790			$	269,798,422
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
	Deposits:
		Noninterest-bearing demand				$	80,536,159			$	82,954,805
		Savings, NOW and money market					198,278,345				155,051,601
		Time deposits under $100,000					1,614,239				1,202,401
		Time, $100,000 and over					9,414,939				13,231,299
				Total Deposits			289,843,682				252,440,106
	Short-term borrowings						163,761				150,659
	Other liabilities						414,610				226,457
				Total Liabilities			290,422,053				252,817,222
Commitments and Contingencies
	(Notes 8 and 13)
Shareholders’ Equity
	Common stock, $5 par value, 10,000,000 shares authorized, 1,528,142 shares in 2004 and 1,476,694 shares in 2003 issued and outstanding						7,640,710				7,383,470
	Additional paid-in capital						7,699,980				7,395,020
	Retained earnings						4,322,896				2,072,495
	Accumulated other comprehensive income (loss)						(49,849	)			130,215
				Total Shareholders’ Equity			19,613,737				16,981,200
				TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	310,035,790			$	269,798,422

F-3

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					2004				2003
Interest Income:
	Interest and fees on loans				$	4,721,494			$	3,635,417
	Interest on securities					2,841,773				2,050,103
	Interest on interest-bearing balances in other banks					979,742				804,913
	Interest on federal funds sold					57,528				33,601
		Total Interest Income				8,600,537				6,524,034
Interest Expense:
	Interest on deposits					1,439,176				1,318,462
	Interest on short-term borrowings					44,777				41,650
		Total Interest Expense				1,483,953				1,360,112
		Net Interest Income				7,116,584				5,163,922
Provision for Loan Losses						120,000				270,000
		Net Interest Income After Provision For Loan Losses				6,996,584				4,893,922
Noninterest Income:
	Service charges and fees					355,625				282,196
	Gain (loss) on sale of securities					(9,058	)			6,361
	Mortgage referral fees					75,398				175,736
	Other income					13,096				14,001
		Total Noninterest Income				435,061				478,294
Noninterest Expense:
	Salaries and employee benefits					2,009,412				1,854,627
	Occupancy expenses					613,578				613,242
	Equipment expenses					225,886				196,193
	Other operating expenses					989,054				922,911
		Total Noninterest Expense				3,837,930				3,586,973
		Income Before Income Taxes				3,593,715				1,785,243
		Income Taxes				1,343,314				682,543
		NET INCOME			$	2,250,401			$	1,102,700
		Earnings per share:
			Basic		$	1.51			$	.76
			Diluted		$	1.50			$	.76

F-4

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																Accumulated
				Common				Additional				Retained				Other				Total
				Stock Par				Paid-In				Earnings				Comprehensive				Shareholders’
				Value				Capital				(Deficit)				Income (Loss)				Equity
BALANCE DECEMBER 31, 2002				$	7,221,125			$	7,221,125			$	969,795			$	386,711			$	15,798,756
Comprehensive Income:
	Net income				—				—				1,102,700				—				1,102,700
	Other comprehensive income:
		Change in unrealized gain on securities available for sale			—				—				—				(256,496	)			(256,496	)
	Total Comprehensive Income																				846,204
Exercise of 32,469 options					162,345				173,895				—				—				336,240
BALANCE DECEMBER 31, 2003					7,383,470				7,395,020				2,072,495				130,215				16,981,200
Comprehensive Income:
	Net income				—				—				2,250,401				—				2,250,401
	Other comprehensive income:
		Change in unrealized gain on securities available for sale			—				—				—				(180,064	)			(180,064	)
	Total Comprehensive Income																				2,070,337
Exercise of 51,448 options					257,240				275,478				—				—				532,718
Income tax benefit from stock options exercised					—				29,482				—				—				29,482
BALANCE DECEMBER 31, 2004				$	7,640,710			$	7,699,980			$	4,322,896			$	(49,849	)		$	19,613,737

F-5

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						2004				2003
OPERATING ACTIVITIES
	Net income					$	2,250,401			$	1,102,700
	Adjustments to reconcile net income to net cash provided by operating activities:
			Deferred income taxes				(54,946	)			(106,171	)
			Provision for loan losses				120,000				270,000
			Depreciation and amortization				198,300				192,425
			Net amortization of securities premiums				751,630				1,165,436
			Net loss (gains) on securities				9,058				(6,361	)
	Changes in year-end balances of:
		Interest receivable					68,380				23,176
		Interest payable					(72	)			(283	)
		Other accounts — net					170,638				(442,963	)
				Net Cash Provided By Operating Activities			3,513,389				2,197,959
INVESTING ACTIVITIES
	Activity in available-for-sale securities:
		Sales					4,563,287				19,639,932
		Maturities, prepayments and calls					19,065,270				68,078,077
		Purchases					(2,694,615	)			(74,015,208	)
	Activity in held-to-maturity securities:
		Maturities, prepayments and calls					24,198,926				27,700,491
		Purchases					(27,749,823	)			(82,748,177	)
	Net funding of loans						(22,122,451	)			(22,317,361	)
	Acquisition of property and equipment, net of insurance						(89,832	)			(40,382	)
				Net Cash Used In Investing Activities			(4,829,238	)			(63,702,628	)
FINANCING ACTIVITIES
	Net increase in deposits						37,403,576				53,161,300
	Net funding from short-term borrowings						13,102				5,336
	Exercise of stock options						532,718				336,240
	Tax benefit of exercise of stock options						29,482				—
				Net Cash Provided By Financing Activities			37,978,878				53,502,876
				Net Increase (Decrease) in Cash and Cash Equivalents			36,663,029				(8,001,793	)
				Cash and Cash Equivalents:
				Beginning of year			85,087,779				93,089,572
				End of year		$	121,750,808			$	85,087,779
SUPPLEMENTAL DISCLOSURE
	Interest paid					$	1,484,026			$	1,360,395
	Income taxes paid					$	1,267,000			$	741,000

F-6

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	Comprehensive Income

	Securities

	Securities Available for Sale

	Securities Held to Maturity

	Loans and Allowance For Loan Losses

F-7

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	Land, Property and Equipment

Asset		Estimated Lives
Leasehold improvements			10 years
Furniture and equipment			5-8 years
Computer software			3-7 years

	Income Taxes

	Cash and Cash Equivalents

	Share-Based Compensation

F-8

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	Earnings Per Share

		2004				2003
Weighted average shares outstanding			1,485,804				1,448,195
Dilutive shares issuable under stock option plan			18,459				8,562
Weighted average shares for fully diluted			1,504,263				1,456,757

	Other

	Reclassification

			December 31, 2004
			Mortgage-
			Backed & CMO
			Securities				Other				Total
Amortized cost			$	14,202,870			$	445,600			$	14,648,470
Gross unrealized:
	Gains			2,820				—				2,820
	Losses			(82,744	)			—				(82,744	)
Estimated fair value			$	14,122,946			$	445,600			$	14,568,546

			December 31, 2003
			U.S.				Mortgage-
			Government				Backed & CMO				Corporate
			Agencies				Securities				Obligations				Other				Total
Amortized cost			$	5,000,000			$	26,646,825			$	3,781,769			$	433,300			$	35,861,894
Gross unrealized:
	Gains			—				173,229				52,481				—				225,710
	Losses			—				(16,933	)			—				—				(16,933	)
Estimated fair value			$	5,000,000			$	26,803,121			$	3,834,250			$	433,300			$	36,070,671

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			2004				2003
Amortized cost			$	74,539,403			$	71,469,712
Gross unrealized:
	Gains			33,550				259,784
	Losses			(636,311	)			(125,656	)
Estimated fair value			$	73,936,642			$	71,603,840

				Less Than Twelve Months								Over Twelve Months
				Gross								Gross
				Unrealized								Unrealized
				Losses				Fair Value				Losses				Fair Value
Securities Available for Sale
Debt securities:
	U.S. Government and federal Agency			$	—			$	—			$	—			$	—
	Mortgage-backed				71,057				12,439,435				11,687				797,176
		Total securities available for sale		$	71,057			$	12,439,435			$	11,687			$	797,176
Securities Held to Maturity
Debt securities:
	U.S. Government and Federal agency			$	51,286			$	6,939,700			$	—			$	—
	Mortgage-backed				557,441				58,468,981				27,584				2,139,508
		Total securities held to maturity		$	608,727			$	65,408,681			$	27,584			$	2,139,508

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			Securities Available for Sale								Securities Held to Maturity
			Amortized				Estimated				Amortized				Estimated
			Cost				Fair Value				Cost				Fair Value
Due in:
	One year or less		$	—			$	—			$	1,000,000			$	995,200
	After one through five years			—				—				5,990,986				5,944,500
	After five years			—				—				—				—
	Mortgage-backed and other securities			14,648,470				14,568,545				67,548,417				66,996,942
			$	14,648,470			$	14,568,545			$	74,539,403			$	73,936,642

			2004				2003
Beginning balance			$	1,065,000			$	795,000
	Provision			120,000				270,000
Ending balance			$	1,185,000			$	1,065,000

		2004				2003
Leasehold improvements		$	326,474			$	305,199
Furniture and equipment			786,161				726,388
Computer software			229,416				221,666
			1,342,051				1,253,253
Less accumulated depreciation and amortization			(915,783	)			(718,517	)
		$	426,268			$	534,736

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2005		$	546,668
2006		$	573,494
2007		$	602,164
2008		$	608,418
2009		$	489,220

F-12

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		2004				2003
EDP and item processing		$	272,687			$	270,764
Regulatory expense			116,115				99,097
Telephone and communications			98,691				90,339
Correspondent bank charges			78,862				66,541
Insurance			69,480				61,584
Legal and professional			65,874				82,520
Stationery, printing and supplies			46,509				53,736
Charitable contributions			46,467				19,332
Travel and business development			39,725				61,994
Courier services			36,301				32,394
Postage and delivery			24,668				21,842
Dues and subscriptions			19,162				12,348
All other			74,513				50,420
		$	989,054			$	922,911

			2004												2003
			Federal				State				Total				Federal				State				Total
Current			$	1,214,507			$	183,753			$	1,398,260			$	673,990			$	114,724			$	788,714
Deferred				(46,924	)			(8,022	)			(54,946	)			(90,691	)			(15,480	)			(106,171	)
	Total		$	1,167,583			$	175,731			$	1,343,314			$	583,299			$	99,244			$	682,543

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	Temporary Differences

				2004				2003
Deferred tax on deductible differences:
	Loan loss reserve			$	388,381			$	343,225
	Pre-opening and organizational costs				—				16,825
	Unrealized loss on securities				30,076				—
	Other				4,428				—
					422,885				360,050
Deferred tax on taxable differences:
	Property and equipment basis difference				5,127				27,314
	Unrealized gain on securities				—				78,563
					5,127				105,877
		Net deferred tax assets included in other assets in the accompanying financial statements		$	417,758			$	254,173

	Financial Instruments With Off-Balance-Sheet Risk

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	Concentrations of Credit Risk

	Use of Estimates in Preparation of Financial Statements

	Available Lines of Credit

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			2004								2003
			Options				Price				Options				Price
Options outstanding beginning of year				147,411			$	10.65				151,230			$	10.43
	Granted during year			3,760			$	12.46				35,150			$	11.31
	Exercised during year			(51,448	)		$	10.35				(32,469	)		$	10.36
	Forfeited during year			(1,350	)		$	10.95				(6,500	)		$	10.48
Options outstanding end of year				98,373			$	10.91				147,411			$	10.65

					2004				2003
Compensation as reported					$	2,009,412			$	1,854,627
Pro forma effect of options						163,568				190,849
	Pro forma compensation				$	2,172,980			$	2,045,476
Net income as reported					$	2,250,401			$	1,102,700
Pro forma effect of options						(163,568	)			(190,849	)
	Pro forma net income				$	2,086,833			$	911,851
Pro forma earnings per share:
	Basic and diluted:
		As reported			$	1.51			$	.76
		Effect of options				(.11	)			(.13	)
			Pro forma basic and diluted earnings per share		$	1.40			$	.63

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											Minimum Amount and
											Ratio to Remain Well
			Actual								Capitalized
			Amount				Ratio				Amount				Ratio
			(Thousands)								(Thousands)
As of December 31, 2004:
	Total Capital (to Risk-Weighted Assets)		$	20,849				14.99%			$	13,909				10.00%
	Tier 1 Capital (to Risk-Weighted Assets)		$	19,664				14.14%			$	8,345				6.00%
	Tier 1 Capital (to Average Assets)		$	19,644				6.59%			$	14,905				5.00%

											Minimum Amount and
											Ratio to Remain Well
			Actual								Capitalized
			Amount				Ratio				Amount				Ratio
			(Thousands)								(Thousands)
As of December 31, 2003:
	Total Capital (to Risk-Weighted Assets)		$	17,916				15.35%			$	11,670				10.00%
	Tier 1 Capital (to Risk-Weighted Assets)		$	16,851				14.44%			$	7,002				6.00%
	Tier 1 Capital (to Average Assets)		$	16,851				6.71%			$	12,551				5.00%

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			Carrying				Estimated
			Amount				Fair Value
			(In thousands)
Financial Assets:
	Cash and cash equivalents		$	121,751			$	121,751
	Securities available for sale			14,569				14,569
	Securities held to maturity			74,539				73,937
	Net loans			97,640				97,572
Financial Liabilities:
	Demand and savings deposits			278,815				278,815
	Time deposits			11,029				11,014
	Short-term borrowings			164				164
Off-balance-sheet instruments				—				8

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			Page
ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER				A-1
	1.1 Merger			A-1
	1.2 Time and Place of Closing			A-1
	1.3 Effective Time			A-2
	1.4 Restructure of Transaction			A-1
ARTICLE 2 TERMS OF MERGER				A-2
	2.1 Charter			A-2
	2.2 Bylaws			A-2
	2.3 Directors and Officers			A-2
ARTICLE 3 MANNER OF CONVERTING SHARES				A-2
	3.1 Conversion of Shares			A-2
	3.2 Proration			A-4
	3.3 Election Procedures			A-5
	3.4 Dissenting Shareholders			A-6
	3.5 Fractional Shares			A-6
	3.6 Conversion of Stock Options			A-6
ARTICLE 4 EXCHANGE OF SHARES				A-7
	4.1 Exchange Procedures			A-7
	4.2 Rights of Former Seller Shareholders			A-8
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER				A-8
	5.1 Organization, Standing, and Power			A-8
	5.2 Authority of Seller; No Breach By Agreement			A-8
	5.3 Capital Stock			A-9
	5.4 Seller Subsidiaries			A-9
	5.5 Exchange Act Filings; Financial Statements			A-10
	5.6 Absence of Undisclosed Liabilities			A-11
	5.7 Absence of Certain Changes or Events			A-11
	5.8 Tax Matters			A-11
	5.9 Allowance for Possible Loan Losses			A-13
	5.10 Assets			A-13
	5.11 Intellectual Property			A-14
	5.12 Environmental Matters			A-14
	5.13 Compliance with Laws			A-15
	5.14 Labor Relations			A-15
	5.15 Employee Benefit Plans			A-16
	5.16 Material Contracts			A-18
	5.17 Privacy of Customer Information			A-18
	5.18 Legal Proceedings			A-19
	5.19 Reports			A-19
	5.20 Books and Records			A-19
	5.21 Loans to Executive Officers and Directors			A-19
	5.22 Statements True and Correct			A-19

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			Page
	5.23 Tax and Regulatory Matters			A-20
	5.24 State Takeover Laws			A-20
	5.25 Charter Provisions			A-20
	5.26 Shareholders’ Voting Agreements			A-20
	5.27 Opinion of Financial Advisor			A-21
	5.28 Board Recommendation			A-21
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER				A-21
	6.1 Organization, Standing, and Power			A-21
	6.2 Authority; No Breach By Agreement			A-21
	6.3 Capital Stock			A-22
	6.4 Buyer Subsidiaries			A-22
	6.5 Exchange Act Filings; Financial Statements			A-22
	6.6 Absence of Certain Changes or Events			A-23
	6.7 Tax Matters			A-23
	6.8 Allowance for Possible Loan Losses			A-23
	6.9 Assets			A-24
	6.10 Intellectual Property			A-24
	6.11 Environmental Matters			A-24
	6.12 Compliance with Laws			A-25
	6.13 Labor Relations			A-25
	6.14 Employee Benefit Plans			A-25
	6.15 Material Contracts			A-26
	6.16 Legal Proceedings			A-26
	6.17 Reports			A-26
	6.18 Statements True and Correct			A-27
	6.19 Authority of Merger Subsidiary			A-27
	6.20 Tax and Regulatory Matters			A-27
ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION				A-28
	7.1 Affirmative Covenants of Seller			A-28
	7.2 Negative Covenants of Seller			A-28
	7.3 Covenants of Buyer			A-29
	7.4 Adverse Changes in Condition			A-30
	7.5 Reports			A-30
ARTICLE 8 ADDITIONAL AGREEMENTS				A-30
	8.1 Registration Statement; Proxy Statement; Shareholder Approval			A-30
	8.2 Other Offers, Etc.			A-31
	8.3 Nasdaq Listing			A-32
	8.4 Consents of Regulatory Authorities			A-32
	8.5 Agreement as to Efforts to Consummate			A-33
	8.6 Investigation and Confidentiality			A-33
	8.7 Press Releases			A-33
	8.8 Tax Treatment			A-34
	8.9 Charter Provisions			A-34
	8.10 Affiliates’ Agreement			A-34

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			Page
	8.11 Employee Benefits and Contracts			A-34
	8.12 Indemnification			A-35
	8.13 Delivery of Seller Disclosure Memorandum			A-36
ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE				A-36
	9.1 Conditions to Obligations of Each Party			A-36
	9.2 Conditions to Obligations of Buyer			A-37
	9.3 Conditions to Obligations of Seller			A-38
ARTICLE 10 TERMINATION				A-39
	10.1 Termination			A-39
	10.2 Effect of Termination			A-41
	10.3 Termination Fee			A-41
	10.4 Non-Survival of Representations and Covenants			A-42
ARTICLE 11 MISCELLANEOUS				A-42
	11.1 Definitions			A-42
	11.2 Expenses			A-50
	11.3 Brokers and Finders			A-50
	11.4 Entire Agreement			A-50
	11.5 Amendments			A-50
	11.6 Waivers			A-50
	11.7 Assignment			A-51
	11.8 Notices			A-51
	11.9 Governing Law			A-52
	11.10 Counterparts			A-52
	11.11 Captions; Articles and Sections			A-52
	11.12 Interpretations			A-52
	11.13 Enforcement of Agreement			A-52
	11.14 Severability			A-53

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Exhibit
Number				Description
	1			Form of Support Agreement
	2			Form of Affiliate Agreement
	3			Form of Employment Agreement
	4			Form of Director’s Agreement
	5			Form of Claims Letter

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	(a) Each share of capital stock of Buyer issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
	(b) Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Seller Common Stock held by Seller or Buyer (other than shares of Seller Common Stock (x) held in trust accounts, managed accounts and the like, or otherwise held in a

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fiduciary capacity, that are beneficially owned by third parties (any such shares, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Seller or Buyer, being referred to herein as “Trust Account Shares”) or (y) held on account of a debt previously contracted (any such shares of Seller Common Stock, and shares of Buyer Common Stock which are similarly held directly or indirectly by Seller or Buyer, being referred herein as “DPC Shares”)) shall be converted, at the election of the holder thereof, in accordance with the procedure set forth in Article 4 and subject to Section 3.1(d) and Section 3.2, into the right to receive the following, without interest:

	(i) for each share of Seller Common Stock issued and outstanding at the Effective Time with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Article 4 (a “Cash Election”), the right to receive in cash from Buyer an amount equal to the quotient of $46,193,088 divided by the sum of the number of shares of Seller Common Stock issued and outstanding at the Effective Time plus the number of shares of Seller Common Stock issuable as of the Effective Time pursuant to unexercised Seller Options (the “Per Share Amount”) (collectively, the shares of Seller Common Stock as to which a Cash Election has been made and such Cash Election has not been revoked or lost are called the “Cash Election Shares”); and
	(ii) for each share of Seller Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made and not revoked or lost pursuant to Article 4 (a “Stock Election”), the right to receive from Buyer the fraction of a share of Buyer Common Stock as is equal to the Exchange Ratio (the “Stock Consideration”) (collectively, the “Stock Election Shares”).

	“Exchange Ratio” shall be the quotient obtained (expressed to five decimal places) resulting from dividing the Per Share Amount by the Average Buyer Price, provided in no event shall the Exchange Ratio be greater than the Exchange Ratio obtained by using the Per Share Amount at the Effective Time and the product of 90% and an Average Buyer Price of $22.50 or less than the Exchange Ratio obtained by using the Per Share Amount at the Effective Time and the product of 110% and an Average Buyer Price of $22.50.
	“Cash Consideration” shall mean the cash payable for all Cash Election Shares, which shall be $15,693,342 less the amount of Option Settlement Payments that are paid or payable at the Effective Time due to Seller Options not being exercised prior to the Effective Time. In no event shall the Buyer be obligated hereunder to pay cash in an aggregate amount greater than $15,693,342 for all Cash Election Shares and Seller Options, or to deliver more than 1,506,160 shares of Buyer Common Stock in exchange for Stock Election Shares.
	The Cash Consideration and the Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” Shareholders of Seller may elect, subject to proration and the other terms and conditions hereof, to receive Buyer Common Stock for all or some of the shares of Seller Common Stock, or cash in exchange for all or some of the shares of Seller Common Stock, or any combination of Cash Consideration and Stock Consideration.
	(c) All of the shares of Seller Common Stock converted into the right to receive the Merger Consideration pursuant to this Article 3 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a “Seller Stock Certificate”) shall thereafter represent only the right to receive without interest (i) the number of whole shares of Buyer Common Stock, (ii) the aggregate Cash Consideration and (iii) cash in lieu of fractional shares, into which the shares of Seller Common Stock represented by such Seller Stock Certificate have been converted pursuant to this Section 3.1 and Section 3.6.
	(d) If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock

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	dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio payable pursuant to this Agreement.
	(e) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Seller Common Stock that are held by Seller or Buyer (other than Trust Account Shares and DPC Shares) shall be cancelled and shall cease to exist and no Merger Consideration shall be payable or delivered in exchange therefor. All shares of Buyer Common Stock that are held by Seller (other than Trust Account Shares and DPC Shares) shall become treasury stock of Buyer.

	(i) If the aggregate number of shares of Seller Common Stock with respect to which Cash Elections shall have been made (the “Cash Election Number”) exceeds the Cash Conversion Number, then all Stock Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Stock Consideration, and Cash Election Shares of each holder thereof will be converted into the right to receive the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Cash Election Number, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Stock Consideration; and
	(ii) If the Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Cash Election Number being referred to herein as the “Shortfall Number”), then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares and Stock Election Shares shall be treated in the following manner:

	(A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Stock Consideration; or
	(B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration and Stock Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Stock Election Shares, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Stock Consideration.

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	(a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (x) the number of shares of Seller Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Seller Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election.
	(b) Buyer shall prepare a form reasonably acceptable to Seller (the “Form of Election”) which shall be mailed to Seller’s shareholders entitled to vote at the Seller Shareholders’ Meeting (as hereinafter defined) so as to permit Seller’s shareholders to exercise their right to make an Election prior to the Election Deadline.
	(c) Buyer shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the shareholders of Seller, to such shareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of Seller who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline.
	(d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as Exchange Agent under this Agreement shall have received, by 5:00 P.M. Eastern Time, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by Seller Stock Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Seller Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Buyer, in its sole discretion. As used herein, “Election Deadline” means 5:00 p.m. Eastern Time on the date that is the day prior to the date of the Seller Shareholders’ Meeting. Seller and Buyer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.
	(e) Any Seller shareholder may, at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election. Subject to the terms of the Exchange Agent Agreement, if Buyer shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Seller Common Stock, such Election shall be deemed to be not in effect, and the shares of Seller Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made.
	(f) Any Seller shareholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Seller Stock Certificate, or of the guarantee of delivery of such certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically, and all stock certificates, if any, held by the Exchange Agent, shall be promptly returned to the Seller shareholders, if the Exchange Agent is notified in writing by Buyer or Seller that this Agreement has been terminated in accordance with Article 10.
	(g) Subject to the terms of the Exchange Agent Agreement, Buyer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election and compliance by any Seller

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shareholder with the Election procedures set forth herein, (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.2, (C) the issuance and delivery of Buyer Stock Certificates into which shares of Seller Common Stock are converted in the Merger and (D) the method of payment of cash for shares of Seller Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Buyer Common Stock where the holder of the applicable Seller Stock Certificate has no right to receive whole shares of Buyer Common Stock.

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	(a) is in Default under its Articles of Incorporation or Bylaws (or other governing instruments); or
	(b) is in Default under any Laws, Orders or Permits applicable to its business or employees conducting its business; or
	(c) since December 31, 1999, has received any notification or communication from any Governmental Authority (i) asserting that any Buyer Entity is not, or may not be, in compliance with any Laws or Orders, where such noncompliance is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, (ii) threatening to revoke any Permits, the revocation of which is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, or (iii) requiring any Buyer Entity to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its business, or in any manner relates to its employment decisions, its employment or safety policies or practices, its capital adequacy, its credit or reserve policies, its management, or the payment of dividends.

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	(a) amend the Articles of Association, Bylaws or other governing instruments of any Seller Entity or
	(b) incur any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $50,000 except in the ordinary course of the business of any Seller Entity consistent with past practices (which shall include, for Seller Entities that are depository institutions, creation of deposit liabilities, purchases of federal funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any Asset of any Seller Entity of any Lien or permit any such Lien to exist (other than in connection with public deposits, repurchase agreements, bankers’ acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens in effect as of the date hereof that are disclosed in the Seller Disclosure Memorandum); or
	(c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Seller Entity, or declare or pay any dividend or make any other distribution in respect of Seller’s capital stock; or
	(d) except for this Agreement, or pursuant to the exercise of stock options outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as disclosed in Section 7.2(d) of the Seller Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Seller Common Stock, any other capital stock of any Seller Entity, any stock appreciation rights, or any option, warrant, or other Right; or
	(e) adjust, split, combine or reclassify any capital stock of any Seller Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Seller Common Stock, or sell, lease, mortgage or otherwise dispose of or otherwise (i) any shares of capital stock of any Seller Subsidiary or (ii) any Asset other than in the ordinary course of business for reasonable and adequate consideration; or
	(f) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of one year or less, purchase any securities or make any material investment,

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	either by purchase of stock of securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person other than a wholly owned Seller Subsidiary, or otherwise acquire direct or indirect control over any Person, other than in connection with foreclosures in the ordinary course of business; or
	(g) grant any increase in compensation or benefits to the employees or officers of any Seller Entity, except in accordance with past practice disclosed in Section 7.2(g) of the Seller Disclosure Memorandum or as required by Law; pay any severance or termination pay or any bonus other than pursuant to written policies or written Contracts in effect on the date of this Agreement and disclosed in Section 7.2(g) of the Seller Disclosure Memorandum; enter into or amend any severance agreements with officers of any Seller Entity; grant any material increase in fees or other increases in compensation or other benefits to directors of any Seller Entity except in accordance with past practice disclosed in Section 7.2(g) of the Seller Disclosure Memorandum or waive any stock repurchase rights, accelerate, amend or change the period of exercisability of any Equity Rights or restricted stock, or reprice Equity Rights granted under the Seller Stock Plans or authorize cash payments in exchange for any Equity Rights; or
	(h) enter into or amend any employment Contract between any Seller Entity and any Person (unless such amendment is required by Law) that the Seller Entity does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or
	(i) adopt any new employee benefit plan of any Seller Entity or terminate or withdraw from, or make any material change in or to, any existing employee benefit plans of any Seller Entity other than any such change that is required by Law or that, in the written opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan, or make any distributions from such employee benefit plans, except as required by Law, the terms of such plans or consistent with past practice; or
	(j) make any change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate and necessary to conform to changes in Tax Laws, regulatory accounting requirements or GAAP; or
	(k) commence any Litigation other than in accordance with past practice, settle any Litigation involving any Liability of any Seller Entity for material money damages or restrictions upon the operations of any Seller Entity; or
	(l) except in the ordinary course of business consistent with past practice and the Seller’s policies, enter into, modify, amend or terminate any material Contract (including any loan Contract with respect to any extension of credit with an unpaid balance exceeding $500,000) or waive, release, compromise or assign any material rights or claims.

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	(a) Shareholder Approval. The shareholders of Seller shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, as and to the extent required by Law and by the provisions of Seller’s Articles of Association and Bylaws.
	(b) Regulatory Approvals. All Consents of, filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect and all waiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including requirements relating to the raising of additional capital or the disposition of Assets) which in the reasonable judgment of the Board of Directors of Buyer would so materially adversely affect the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or requirement been known, the Buyer would not, in its reasonable judgment, have entered into this Agreement.
	(c) Consents and Approvals. Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.1(b)) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. Seller shall have obtained the Consents listed in Section 9.1(c) of the Seller Disclosure Memorandum, including Consents from the lessors of each office leased by Seller No Consent so obtained which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner which in the reasonable judgment of the Board of Directors of Buyer would so materially adversely affect the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or requirement been known, the Buyer would not, in its reasonable judgment, have entered into this Agreement.
	(d) Legal Proceedings. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement.
	(e) Registration Statement. The Registration Statement shall be effective under the Securities Act and the Proxy Statement shall have been declared “definitive” by the OCC, no stop orders suspending the effectiveness of the Registration Statement or the Proxy Statement shall have been issued, no action,

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	suit, proceeding or investigation by the Commission or OCC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary permits under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the shares of Buyer Common Stock issuable pursuant to the Merger shall have been received.
	(f) Nasdaq Listing. The shares of Buyer Common Stock issuable pursuant to the Merger shall have been approved for listing on the Nasdaq National Market.
	(g) Tax Matters. Each Party shall have received a written opinion of counsel from Alston & Bird LLP, in form reasonably satisfactory to such Parties (the “Tax Opinion”), to the effect that (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, (ii) the exchange in the Merger of Seller Common Stock for Buyer Common Stock will not give rise to gain or loss to the shareholders of Seller with respect to such exchange (except to the extent of the Cash Consideration and any cash received in lieu of fractional shares), (iii) the tax basis of the Buyer Common Stock received in the Merger will be equal to the tax basis of the Seller Common Stock exchanged therefor, increased by the amount of income or gain, if any, recognized on the exchange, and decreased by the amount of Cash Consideration, if any, received in the Merger (excluding any cash received in lieu of fractional shares), (iv) the holding period of the Buyer Common Stock received in the merger will include the period during which the shareholder held the Seller Common Stock exchanged therefor if the Seller Common Stock was held as a capital asset at the effective date of the Merger, and (v) none of Seller, Merger Subsidiary or Buyer will recognize gain or loss as a consequence of the Merger (except for the inclusion in income of the amount of the bad-debt reserve maintained by Seller and any other amounts resulting from any required change in accounting methods and any income and deferred gain recognized pursuant to Treasury regulations issued under Section 1502 of the Code). In rendering such Tax Opinion, such counsel shall be entitled to rely upon representations of officers of Seller and Buyer reasonably satisfactory in form and substance to such counsel.

	(a) Representations and Warranties. For purposes of this Section 9.2(a), the accuracy of the representations and warranties of Seller set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date). The representations and warranties set forth in Section 5.3 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties set forth in Sections 5.23, 5.24 and 5.25 shall be true and correct in all material respects. There shall not exist inaccuracies in the representations and warranties of Seller set forth in this Agreement (including the representations and warranties set forth in Sections 5.3, 5.23, 5.24 and 5.25) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Seller Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications.
	(b) Performance of Agreements and Covenants. Each and all of the agreements and covenants of Seller to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
	(c) Certificates. Seller shall have delivered to Buyer (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions set forth in Section 9.1 as it relates to Seller and in Sections 9.2(a) and 9.2(b) have been satisfied, and (ii) certified copies of resolutions duly adopted by Seller’s Board of Directors and

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	shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as Buyer and its counsel shall request.
	(d) [Reserved]
	(e) Affiliates Agreements. Buyer shall have received from each affiliate of Seller the affiliate’s letter referred to in Section 8.10.
	(f) Claims Letters, Director’s Agreements and Affiliate Agreements. Each of the directors and officers of Seller shall have executed and delivered to Buyer Claims Letters in the form of Exhibit 5 hereto; each director and Affiliate of Seller shall have executed and delivered to Buyer Director’s Agreements in the form of Exhibit 4 hereto, and each Affiliate of Seller shall have executed and delivered to Buyer Affiliate Agreements in the form of Exhibit 2 hereto.
	(g) Notices of Dissent. In the event that shareholders of Seller have given notice of their intent to exercise their statutory right to dissent with respect to more than 5% of the outstanding shares of Buyer Common Stock.

	(a) Representations and Warranties. For purposes of this Section 9.3(a), the accuracy of the representations and warranties of Buyer set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date). The representations and warranties of Buyer set forth in Section 6.3 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties of Buyer set forth in Section 6.20 shall be true and correct in all material respects. There shall not exist inaccuracies in the representations and warranties of Buyer set forth in this Agreement (including the representations and warranties set forth in Section 6.3 and Section 6.20) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Buyer Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications.
	(b) Performance of Agreements and Covenants. Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
	(c) Certificates. Buyer shall have delivered to the Seller (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions set forth in Section 9.1 as it relates to Buyer and in Sections 9.3(a) and 9.3(b) have been satisfied, and (ii) certified copies of resolutions duly adopted by Buyer’s Board of Directors and Merger Subsidiary’s Board of Directors and sole shareholder evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as Seller and its counsel shall request.
	(d) [Reserved]
	(e) Fairness Opinion. Seller shall have received from Seller Financial Advisor a letter, dated as of the date of the meeting of the Seller’s Board of Directors held to consider this Agreement, the Merger and the transactions contemplated herein, to the effect that, in the opinion of such firm, the consideration

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	to be received by Seller shareholders in connection with the Merger is fair, from a financial point of view, to such shareholders and such letter is not withdrawn by Seller Financial Advisor prior to the Seller shareholders meeting, provided an event described in Section 10.1(f) shall have occurred as a result of a Superior Proposal.

	(a) By mutual written agreement of Buyer and Seller; or
	(b) By either Party (provided that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a breach by the other Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within 30 days after the giving of written notice to the breaching Party of such breach and which breach is reasonably likely, in the opinion of the non-breaching Party, to permit such Party to refuse to consummate the transactions contemplated by this Agreement pursuant to the standard set forth in Section 9.2 or 9.3 as applicable; or
	(c) By either Party, (provided that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a material breach by the other Party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within 30 days after the giving of written notice to the breaching Party of such breach; or
	(d) By either Party (provided that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event (i) any Consent of any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, (ii) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and nonappealable, or (iii) the shareholders of Seller fail to vote their approval of the matters relating to this Agreement and the transactions contemplated hereby at the Seller’s Shareholders’ Meeting where such matters were presented to such shareholders for approval and voted upon; or
	(e) By either Party in the event that the Merger shall not have been consummated by May 31, 2005, if the failure to consummate the transactions contemplated hereby on or before such date is not caused by any breach of this Agreement by the Party electing to terminate pursuant to this Section 10.1(e); or
	(f) By Buyer in the event that (i) the Board of Directors of Seller, shall have failed to reaffirm its approval upon Buyer’s request for such reaffirmation of the Merger and the transactions contemplated by this Agreement (to the exclusion of any other Acquisition Proposal), or shall have resolved not to reaffirm the Merger, or (ii) the Board of Directors of Seller shall have failed to include in the Proxy Statement its recommendation, without modification or qualification, that Seller shareholders give the Seller Shareholder Approval or shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the recommendation of such Board of Directors to Seller shareholders that they give the Seller Shareholder Approval, or (iii) the Board of Directors of Seller shall have affirmed, recommended or authorized entering into any Acquisition Transaction other than the Merger or, within 10 business days after commencement of any tender or

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	exchange offer for any shares of Seller Common Stock, the Board of Directors of Seller shall have failed to recommend against acceptance of such tender or exchange offer by its shareholders or takes no position with respect to the acceptance of such tender or exchange offer by its shareholders, or (iv) the Board of Directors of Seller negotiates or authorizes the conduct of negotiations (and five business days have elapsed without such negotiations being discontinued) with a third party (it being understood and agreed that “negotiate” shall not be deemed to include the provision of information to, or the request and receipt of information from, any Person that submits an Acquisition Proposal or discussions regarding such information for the sole purpose of ascertaining the terms of such Acquisition Proposal and determining whether the board of directors will in fact engage in, or authorize, negotiations) regarding an Acquisition Proposal other than the Merger; or
	(g) By Seller, (provided that Seller is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement), if prior to the adoption of this Agreement by the affirmative vote of the holders of the requisite number of the outstanding shares of Seller Common Stock entitled to vote thereon at the Seller Shareholders’ Meeting, the Board of Directors of Seller has (x) withdrawn or modified or changed its recommendation or approval of this Agreement in a manner adverse to Buyer in order to approve and permit Seller to accept a Superior Proposal and (y) determined, after consideration of the written advice of outside legal counsel to Seller, that the failure to take such action as set forth in the preceding clause (x) would be reasonably likely to result in a breach of the Board of Directors’ fiduciary duties under applicable Law, provided, however, that (i) at least 2 business days prior to any such termination, Seller shall, and shall cause its advisors to, negotiate with Buyer to make such adjustments in the terms and conditions of this Agreement as would enable Seller to proceed with the transactions contemplated herein on such adjusted terms.
	(h) By Seller if:

	(i) the Average Closing Price (as defined below) shall be less than the product of 0.80 and the Starting Price; and
	(ii) (A) the number obtained by dividing the Average Closing Price by the Starting price (such number being referred to herein as the “Buyer Ratio”) shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from such quotient (such number being referred to herein as the “Index Ratio”).

If Seller elects its termination right pursuant to the immediately preceding sentence, it shall give to Buyer written notice on or before the second trading day after the Determination Date. During the five business-day period commencing on the date of such notice, Buyer shall have the option of adjusting the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest one-ten thousandth), the numerator of which is the product of 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, or (ii) a number equal to a quotient (rounded to the nearest one-one hundred thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Buyer Ratio, or of paying cash in an amount equal to the difference on the Determination Date between the dollar value per share of Seller Common Stock based on the Exchange Ratio on such date and the dollar value per share of Seller Common Stock based on the adjusted Exchange Ratio, or any combination thereof in Buyer’s discretion, provided that the amount of aggregate cash payable in connection with the Merger shall not cause the failure of the condition contained in Section 9.1(g) hereof. If Buyer makes an election contemplated by the preceding sentence, within such five business-day period, it shall give prompt written notice to Seller of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section, and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section.

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	(i) either Seller or Buyer terminates this Agreement pursuant to Section 10.1(g) of this Agreement; and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity, provided that such Acquisition Transaction is subsequently consummated (but changing, in the case of (i), the references to the 5% and 95% amounts in the definition of Acquisition Transaction to 25% and 90%, respectively); or
	(ii) Buyer shall terminate this Agreement pursuant to 10.1(f);

then Seller shall pay to Buyer an amount equal to $1,850,000 (the “Termination Fee”) upon the earlier of such announcement or the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee shall be payable pursuant to subsection (a)(i) of this Section 10.3, the Termination Fee shall be paid in same-day funds at or prior to the earliest of the date of consummation of such Acquisition Transaction, or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect

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to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall be payable pursuant to subsection (a)(ii) of this Section 10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger or (ii) two business days from the date of termination of this Agreement.

	“Acquisition Proposal” means any proposal (whether communicated to Seller or publicly announced to Seller’s shareholders) by any Person (other than Buyer or any of its Affiliates) for an Acquisition Transaction involving Seller or any of its present or future consolidated Subsidiaries, or any combination of such Subsidiaries, the assets of which constitute ten percent (10%) or more of the consolidated assets of Seller as reflected on Seller’s consolidated statement of condition prepared in accordance with GAAP.
	“Acquisition Transaction” means any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving: (i) any acquisition or purchase from Seller by any Person or Group (other than Buyer or any of its Affiliates) of 25% or more in interest of the total outstanding voting securities of Seller or any of its Subsidiaries, or any tender offer or exchange offer that if consummated would result in any Person or Group (other than Buyer or any of its Affiliates) beneficially owning 25% or more in interest of the total outstanding voting securities of Seller or any of its Subsidiaries, or any merger, consolidation, business combination or similar transaction involving Seller pursuant to which the shareholders of Seller immediately preceding such transaction hold less than 90% of the equity interests in the surviving or resulting entity (which includes the parent corporation of any constituent corporation to any such transaction) of such transaction; (ii) any sale or lease (other than in the ordinary course of business), or exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of 5% or more of the assets of Seller; or (iii) any liquidation or dissolution of Seller.
	“Affiliate” of a Person means: (i) any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person; (ii) any officer, director, partner, employer, or direct or indirect beneficial owner of any 10% or greater equity or voting interest of such Person; or (iii) any other Person for which a Person described in clause (ii) acts in any such capacity.

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	“Articles of Merger” shall mean the Articles of Merger filed with the OCC as contemplated by Section 1.3 of this Agreement.
	“Assets” of a Person means all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.
	“BHC Act” means the federal Bank Holding Company Act of 1956, as amended.
	“Buyer Capital Stock” means, collectively, the Buyer Common Stock, the Buyer Preferred Stock and any other class or series of capital stock of Buyer.
	“Buyer Common Stock” means the $0.10 par value common stock of Buyer.
	“Buyer Disclosure Memorandum” means the written information entitled “Seacoast Banking Corporation of Florida Disclosure Memorandum” delivered prior to the date of this Agreement to Seller describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.
	“Buyer Entities” means, collectively, Buyer and all Buyer Subsidiaries.
	“Buyer Financial Statements” means (i) the consolidated balance sheets of Buyer as of September 30, 2004, and as of December 31, 2003, and the related statements of income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) for the periods ended September 30, 2004, and for each of the three fiscal years ended December 31, 2003, as filed in amended form by Buyer in Exchange Act Documents, and (ii) the consolidated balance sheets of Buyer (including related notes and schedules, if any) and related statements of income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) included in Exchange Act Documents as amended filed with respect to periods ended subsequent to September 30, 2004.
	“Buyer Material Adverse Effect” means an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse effect on (i) the financial position, or results of operations of Buyer and its Subsidiaries, taken as a whole, or (ii) the ability of Buyer to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that “Buyer Material Adverse Effect” shall not be deemed to include the effects of (A) changes in banking and other Laws of general applicability or interpretations thereof by Governmental Authorities, (B) changes in GAAP or regulatory accounting principles generally applicable to banks and their holding companies, (C) actions and omissions of Buyer (or any of its Subsidiaries) taken with the prior written Consent of Seller in contemplation of the transactions contemplated hereby, (D) the direct effects of compliance with this Agreement on the operating performance of Buyer, including expenses incurred by Buyer in consummating the transactions contemplated by this Agreement, (E) effects demonstrably shown to have been proximately caused by the public announcement of, and the response or reaction of customers, vendors, licensors, investors or employees of Buyer to, this Agreement or any of the transactions contemplated by this Agreement, (F) failure of Buyer to meet the revenue or earnings predictions of equity analysts (as reflected in the First Call consensus estimate), or any other published revenue or earnings predictions or expectations, for any period ending on or after the date of this Agreement, (G) changes in the market price or trading volume of Buyer Common Stock or (H) hurricanes and other storms which occurred prior to the date of this Agreement.
	“Buyer Preferred Stock” means the $1.00 par value preferred stock of Buyer.
	“Buyer Subsidiaries” means the Subsidiaries of Buyer, which shall include the Buyer Subsidiaries described in Section 6.4 and any corporation, bank, savings association, limited liability company, limited

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	partnership, limited liability partnership or other organization acquired as a Subsidiary of Buyer in the future and held as a Subsidiary by Buyer at the Effective Time.
	“Closing Date” means the date on which the Closing occurs.
	“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
	“Commission” or “SEC” means the United States Securities and Exchange Commission.
	“Confidentiality Agreement” means the Confidentiality Agreement, dated October 12, 2004, between Seller and Buyer.
	“Consent” means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order, or Permit.
	“Contract” means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, Assets or business.
	“Default” means (i) any breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Law, Order, or Permit.
	“Employee Benefit Plan” means each pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, share purchase, severance pay, vacation, bonus, retention, change in control or other incentive plan, medical, vision, dental or other health plan, any life insurance plan, flexible spending account, cafeteria plan, vacation, holiday, disability or any other employee benefit plan or fringe benefit plan, including any “employee benefit plan,” as that term is defined in Section 3(3) of ERISA and any other plan, fund, policy, program, practice, custom understanding or arrangement providing compensation or other benefits, whether or not such Employee Benefit Plan is or is intended to be (i) covered or qualified under the Code, ERISA or any other applicable Law, (ii) written or oral, (iii) funded or unfunded, (iv) actual or contingent or (v) arrived at through collective bargaining or otherwise.
	“Environmental Laws” shall mean all Laws relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) and which are administered, interpreted or enforced by the United States Environmental Protection Agency and state and local Governmental Authorities with jurisdiction over, and including common law in respect of, pollution or protection of the environment, including: (i) the Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq. (“CERCLA”),; (ii) the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et seq. (“RCRA”),; (iii) the Emergency Planning and Community Right to Know Act (42 U.S.C. 11001 et seq.); (iv) the Clean Air Act (42 U.S.C. 7401 et seq.); (v) the Clean Water Act (33 U.S.C. §§1251 et seq.); (vi) the Toxic Substances Control Act (15 U.S.C. §§2601 et seq.); (v) any state, county, municipal or local statues, laws or ordinances similar or analogous to the federal statutes listed in parts (i) — (iv) of this subparagraph; (vii) any amendments to the statues, laws or ordinances listed in parts (i) — (vi) of this subparagraph, regardless of whether in existence on the date hereof, (viii) any rules, regulations, guidelines, directives, orders or the like adopted pursuant to or implementing the statutes, laws, ordinances and amendments listed in parts (i) — (vii) of this subparagraph; and (ix) any other law, statute, ordinance, amendment, rule, regulation, guideline,

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	directive, order or the like in effect now or in the future relating to environmental, health or safety matters. and other Laws relating to emissions, discharges, releases, or threatened releases of any Hazardous Material, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of any Hazardous Material.
	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	“ERISA Affiliate” means any trade or business, whether or not incorporated, which together with a Seller Entity would be treated as a single employer under Code Section 414 or would be deemed a single employer within the meaning of Sections.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
	“Exchange Act Documents” means all forms, proxy statements, registration statements, reports, schedules, and other documents, including all certifications and statements required by the Exchange Act or (z) Section 906 of the Sarbanes-Oxley Act with respect to any report that is an Exchange Act Document, filed, or required to be filed, by a Party or any of its Subsidiaries with any Regulatory Authority pursuant to the Securities Laws.
	“Exhibits” means the Exhibits so marked, copies of which are attached to this Agreement. Such Exhibits are hereby incorporated by reference herein and made a part hereof, and may be referred to in this Agreement and any other related instrument or document without being attached hereto or thereto
	“FBCA” means the Florida Business Corporation Act, as mended.
	“FDIC” shall mean the Federal Deposit Insurance Corporation.
	“Federal Reserve” shall mean the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Atlanta.
	“GAAP” shall mean generally accepted accounting principles in the United States, consistently applied during the periods involved.
	“Governmental Authority” shall mean any federal, state, local, foreign, or other court, board, body, commission, agency, authority or instrumentality, arbitral authority, self-regulatory authority, mediator, tribunal, including Regulatory Authorities and Taxing Authorities.
	“Group” shall mean two or more Persons acting in concert for the purpose of acquiring, holding or disposing of securities of an issuer.
	“Hazardous Material” shall mean any chemical, substance, waste, material, pollutant, or contaminant defined as or deemed hazardous or toxic or otherwise regulated under any Environmental Law, including RCRA hazardous wastes, CERCLA hazardous substances, and HSRA regulated substances, pesticides and other agricultural chemicals, oil and petroleum products or byproducts and any constituents thereof, urea formaldehyde insulation, lead in paint or drinking water, mold, asbestos, and polychlorinated biphenyls (PCBs). (i) any hazardous substance, hazardous material, hazardous waste, regulated substance, or toxic substance (as those terms are defined by any applicable Environmental Laws) and (ii) any chemicals, pollutants, contaminants, petroleum, petroleum products, or oil (and specifically shall include asbestos requiring abatement, removal, or encapsulation pursuant to the requirements of Environmental Law), provided, notwithstanding the foregoing or any other provision in this Agreement to the contrary, the words “Hazardous Material” shall not mean or include any such Hazardous Material used, generated, manufactured, stored, disposed of or otherwise handled in normal quantities in the ordinary course of business in compliance with all applicable Environmental Laws, or such that may be naturally occurring in any ambient air, surface water, ground water, land surface or subsurface strata.
	“Intellectual Property” means copyrights, patents, trademarks, service marks, service names, trade names, domain names, together with all goodwill associated therewith, registrations and applications

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	therefor, technology rights and licenses, computer software (including any source or object codes therefor or documentation relating thereto), trade secrets, franchises, know-how, inventions, and other intellectual property rights.
	“Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) means those facts that are known or should reasonably have been known after due inquiry by the chairman, president, chief financial officer, chief accounting officer, chief operating officer, chief credit officer, general counsel, any assistant or deputy general counsel, or any senior, executive or other vice president of such Person and the knowledge of any such Persons obtained or which would have been obtained from a reasonable investigation.
	“Law” means any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, statute, regulation or order applicable to a Person or its Assets, Liabilities or business, including those promulgated, interpreted or enforced by any Regulatory Authority.
	“Liability” means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.
	“Lien” means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with respect to any property or any property interest, other than (i) Liens for current property Taxes not yet due and payable, and (ii) for any depository institution, pledges to secure public deposits and other Liens incurred in the ordinary course of the banking business.
	“Litigation” means any action, arbitration, cause of action, lawsuit, claim, complaint, criminal prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection, hearing, administrative or other proceeding relating to or affecting a Party, its business, its Assets or Liabilities (including Contracts related to Assets or Liabilities), or the transactions contemplated by this Agreement, but shall not include regular, periodic examinations of depository institutions and their Affiliates by Regulatory Authorities.
	“Losses” means any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages (including special and consequential damages), liabilities, costs, and expenses, including interest, penalties, cost of investigation and defense, and reasonable attorneys’ and other professional fees and expenses.
	“Material” or “material” for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine materiality in that instance.
	“Nasdaq” means the Nasdaq Stock Market, Inc.
	“Nasdaq National Market” means the National Market System of Nasdaq Stock Market, Inc.
	“OCC” means the federal Office of the Comptroller of the Currency.
	“Operating Property” means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.
	“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, directive, ruling, or writ of any Governmental Authority.

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	“Participation Facility” means any facility or property in which the Party in question or any of its Subsidiaries participates in the management and, where required by the context, means the owner or operator of such facility or property, but only with respect to such facility or property.
	“Party” means Seller, Buyer or Merger Subsidiary and “Parties” means two or more of such Persons.
	“Permit” means any federal, state, local, and foreign Governmental Authority approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person or its securities, Assets, or business.
	“Person” means a natural person or any legal, commercial or Governmental Authority, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity.
	“Proxy Statement” means the proxy statement used by Seller to solicit the approval of its shareholders of the transactions contemplated by this Agreement, which shall include the prospectus of Buyer relating to the issuance of the Buyer Common Stock to holders of Seller Common Stock.
	“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, filed with the Exchange Act by Buyer under the Securities Act with respect to the shares of Buyer Common Stock to be issued to the shareholders of Seller in connection with the transactions contemplated by this Agreement.
	“Regulatory Authorities” means, collectively, the Commission , the Nasdaq National Market and the NASD, the OCC, the FDIC, the Department of Justice, and the Federal Reserve and all other federal, state, county, local or other Governmental Authorities having jurisdiction over a Party or its Subsidiaries.
	“Representative” means any investment banker, financial advisor, attorney, accountant, consultant, or other representative or agent of a Person.
	“Rights” shall mean all arrangements, calls, commitments, Contracts, options, rights to subscribe to, scrip, warrants, or other binding obligations of any character whatsoever by which a Person is or may be bound to issue additional shares of its capital stock or other securities, securities or rights convertible into or exchangeable for, shares of the capital stock or other securities of a Person or by which a Person is or may be bound to issue additional shares of its capital stock or other Rights.
	“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.
	“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
	“Securities Laws” means the Securities Act, the Exchange Act, the Sarbanes-Oxley Act, the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the rules and regulations of any Regulatory Authority promulgated thereunder.
	“Shareholders’ Meeting” means the meeting of Seller’s shareholders of to be held pursuant to Section 8.1, including any adjournment or adjournments thereof.
	“Seller Common Stock” means the $5.00 par value common stock of Seller.
	“Seller Disclosure Memorandum” means the written information entitled “Century National Bank Disclosure Memorandum” delivered prior to the date of this Agreement to Buyer describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made.

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	Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.
	“Seller Entities” means, collectively, Seller and all Seller Subsidiaries.
	“Seller Financial Statements” means (i) the balance sheets (including related notes and schedules, if any) of Seller as of September 30, 2004, and as of December 31, 2003, and the related statements of operations, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) for the three and nine months ended September 30, 2004, and for each of the three fiscal years ended December 31, 2003, as filed by Seller in its Exchange Act Documents, and (ii) the balance sheets of Seller (including related notes and schedules, if any) and related statements of operations, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) included in Exchange Act Documents filed with respect to periods ended subsequent to September 30, 2004.
	“Seller Material Adverse Effect” means an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material adverse effect on (i) the financial position, or results of operations of Seller and its Subsidiaries, taken as a whole, or (ii) the ability of Seller to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that “Seller Material Adverse Effect” shall not be deemed to include the effects of (A) changes in banking and other Laws of general applicability or interpretations thereof by Governmental Authorities, (B) changes in GAAP or regulatory accounting principles generally applicable to banks and their holding companies, (C) actions and omissions of Seller (or any of its Subsidiaries) taken with the prior written Consent of Buyer in contemplation of the transactions contemplated hereby, or (D) the direct effects of compliance with this Agreement on the operating performance of Seller, including expenses incurred by Seller in consummating the transactions contemplated by this Agreement.
	“Seller Stock Plans” means the existing stock option and other stock-based compensation plans of Seller designated as follows: Century National Bank Directors’ Stock Option Plan and Century National Bank Officers’ and Employees’ Stock Option Plan.
	“Seller Subsidiaries” means the Subsidiaries, if any, of Seller, as of the date of this Agreement, Seller has no Subsidiaries.
	“Subsidiaries” means all those corporations, banks associations, or other entities of which the entity in question either (i) owns or controls 50% or more of the outstanding equity securities either directly or through an unbroken chain of entities as to each of which 50% or more of the outstanding equity securities is owned directly or indirectly by its parent (provided, there shall not be included any such entity the equity securities of which are owned or controlled in a fiduciary capacity), (ii) in the case of partnerships, serves as a general partner, (iii) in the case of a limited liability company, serves as a managing member, or (iv) otherwise has the ability to elect a majority of the directors, trustees or managing members thereof.
	“Superior Proposal” means any Acquisition Proposal (on its most recently amended or modified terms, if amended or modified) (i) involving the acquisition of the entire equity interest in, or all or substantially all of the assets and liabilities of, the Seller Entities and (ii) with respect to which the Board of Directors of Seller (A) determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated on a timely basis, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person or Group making the Acquisition Proposal, and (B) determines in its good faith judgment (based on, among other things, the advice of its financial advisor, Keefe Bruyette & Woods, Inc.,) to be more favorable to Seller’s shareholders than the Merger taking into account all relevant factors (including whether, in the good faith judgment of the Board of Directors of Seller, after obtaining the advice of Seller’s Financial Advisor Keefe Bruyette & Woods, Inc. the Person or Group making such Acquisition Proposal is reasonably able to finance the transaction and close it timely, and any proposed changes to this Agreement that may be proposed by Buyer in response to such Acquisition Proposal.)

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	“Surviving Bank” means Merger Subsidiary as the surviving national bank resulting from the Merger.
	“Tax” or “Taxes” means all taxes, charges, fees, levies, imposts, duties, or assessments, including income, gross receipts, excise, employment, sales, use, transfer, recording license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, federal highway use, commercial rent, customs duties, capital stock, paid-up capital, profits, withholding, Social Security, single business and unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other taxes, fees, assessments or charges of any kind whatsoever, imposed or required to be withheld by any Governmental Authority (domestic or foreign), including any interest, penalties, and additions imposed thereon or with respect thereto.
	“Tax Return” means any report, return, information return, or other information required to be supplied to a Governmental Authority in connection with Taxes, including any return of an affiliated or combined or unitary group that includes a Party or its Subsidiaries.
	“Taxing Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the administration of any Tax.

Term		Page
Acquisition Agreement			39
Agreement			1
Allowance			16
Articles of Merger			2
Buyer			1
Buyer Benefit Plans			33
Buyer Contracts			33
Buyer ERISA Plan			33
Buyer Exchange Act Reports			29
Buyer Pension Plan			33
CERCLA			Section 11.1(a	)
Certificates			8
Closing			1
Effective Time			2
Exchange Agent			8
Indemnified Party			44
Individually Identifiable Personal Information			23
Maximum Amount			45
Merger Subsidiary			1
RCRA			Section 11.1(a	)
Seller			1
Seller Benefit Plans			20
Seller Contracts			23
Seller ERISA Plan			20
Seller Exchange Act Reports			13
Seller Pension Plan			20
Seller Shareholder Approval			39
Subsequent Determination			39

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Term		Page
Takeover Laws			26
Tax Opinion			47
Termination Fee			Section  10.3(a	)(ii)

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	Seller:
	Century National Bank
	65 North Orange Avenue
	Orlando, Florida 32801
	Facsimile Number: (407) 515-0329
	Attention: Michael W. Sheffey
	Copy to Counsel:
	Smith Mackinnon, PA
	Suite 800 Citrus Center
	255 South Orange Avenue
	P.O. Box 2254
	Orlando, Florida 32801
	Facsimile Number: 407-843-2448
	Attention: John P. Greeley

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	Buyer:
	Seacoast Banking Corporation of Florida
	815 Colorado Avenue
	Stuart, FL 33494
	Facsimile Number: (772) 288-6012
	Attention: Dennis S. Hudson III
	Copy to Counsel:
	Alston & Bird LLP
	One Atlantic Center
	1201 W. Peachtree Street, NE
	Atlanta, GA 30309-3424
	Facsimile Number: (404)253-8272
	Attention: Ralph F. MacDonald III

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	SEACOAST BANKING CORPORATION OF FLORIDA
	(BUYER)

	By:	/s/ Dennis S. Hudson III

	Dennis S. Hudson III
	President and Chief Executive Officer
	FIRST NATIONAL BANK & TRUST COMPANY
	OF THE TREASURE COAST
	(SUBSIDIARY)

	By:	/s/ Dennis S. Hudson III

	Dennis S. Hudson III
	President and Chief Executive Officer
	MERGER SUBSIDIARY

	By:	/s/ Dennis S. Hudson III

	Dennis S. Hudson III
	President and Chief Executive Officer
	CENTURY NATIONAL BANK
	(SELLER)

	By:	/s/ Michael W. Sheffey

	Michael W. Sheffey
	President and Chief Executive Officer

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	(1) be agreed upon in writing by a majority of the board of directors of each association or State bank participating in the plan of merger;
	(2) be ratified and confirmed by the affirmative vote of the shareholders of each such association or State bank owning at least two-thirds of its capital stock outstanding, or by a greater proportion of such capital stock in the case of a State bank if the laws of the State where it is organized so require, at a meeting to be held on the call of the directors, after publishing notice of the time, place, and object of the meeting for four consecutive weeks in a newspaper of general circulation published in the place where the association or State bank is located, or, if there is no such newspaper, then in the newspaper of general circulation published nearest thereto, and after sending such notice to each shareholder of record by certified or registered mail at least ten days prior to the meeting, except to those shareholders who specifically waive notice, but any additional notice shall be given to the shareholders of such State bank which may be required by the laws of the State where it is organized. Publication of notice may be waived, in cases where the Comptroller determines that an emergency exists justifying such waiver, by unanimous action of the shareholders of the association or State banks;
	(3) specify the amount of the capital stock of the receiving association, which shall not be less than that required under existing law for the organization of a national bank in the place in which it is located and which will be outstanding upon completion of the merger, the amount of stock (if any) to be allocated, and cash (if any) to be paid, to the shareholders of the association or State bank being merged into the receiving association; and
	(4) provide that the receiving association shall be liable for all liabilities of the association or State bank being merged into the receiving association.

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	Very truly yours,
	Keefe, Bruyette & Woods, Inc.

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	(a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;
	(b) a transaction from which the director, officer, employee or agent derived an improper personal benefit;
	(c) in the case of a director, a circumstance under which the liability provisions of FBCA Section 607.0834 (or any successor provision) are applicable; or
	(d) willful misconduct or a conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

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Item 21.	Exhibits and Financial Statement Schedules

Exhibit
No.				Exhibit Description
	2	.1		Agreement and Plan of Merger dated November 30, 2004, by and among the Registrant, First National Bank & Trust Company of the Treasure Coast and Century National Bank, (attached as Appendix A to the proxy statement-prospectus, which is part of this registration statement, and incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 1, 2004).
	3	.1		Amended and Restated Articles of Incorporation of the Registrant (filed with the SEC as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2003 (File No. 0-13660) and incorporated herein by reference).
	3	.2		Amended and Restated Bylaws of the Registrant (filed with the SEC as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-13660) and incorporated herein by reference).
	4	.1		Specimen Stock Certificate (filed with the SEC as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-13660) and incorporated herein by reference).
	5	.1		Opinion of Alston & Bird LLP as to the legality of the securities being registered.
	8	.1		Opinion of Alston & Bird LLP as to certain tax matters.
	10	.1		Amended and Restated Retirement Savings Plan, with Amendments (filed with the SEC as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-13660) and incorporated herein by reference).

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Exhibit
No.				Exhibit Description
	10	.2		Employee Stock Purchase Plan (filed with the SEC as an Exhibit to the Registrant’s Registration Statement on Form S-8 on November 18, 1988 (File No. 33-25627) and incorporated herein by reference).
	10	.3		Amendment No. 1 to the Employee Stock Purchase Plan (filed with the SEC as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
	10	.4		Executive Employment Agreement dated March 22, 1991 between A. Douglas Gilbert and the Bank (filed with the SEC as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
	10	.5		Executive Employment Agreement dated January 18, 1994 between Dennis S. Hudson, III and First National Bank & Trust Company of the Treasure Coast (filed with the SEC as an Exhibit to the Registrant’s Annual Reports on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
	10	.6		Executive Employment Agreement dated July 31, 1995 between C. William Curtis, Jr. and First National Bank & Trust Company of the Treasure Coast (filed with the SEC as an Exhibit to the Registrant’s Annual Reports on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
	10	.7		Reserved
	10	.8		Stock Option & Stock Appreciation Rights Plan (filed with the SEC as an Exhibit to the Registrant’s Registration Statement on Form S-8 on August 18, 1995 (File No. 33-61925) and incorporated herein by reference).
	10	.9		1996 Long Term Incentive Plan (filed with the SEC as an Exhibit to the Registrant’s Registration Statement on Form S-8 on December 1, 1999 (File No. 333-91859) and incorporated herein by reference).
	10	.10		Non-Employee Director Stock Compensation Plan (filed with the SEC as an Exhibit to the Registrant’s Registration Statement on Form S-8 on January 11, 1999 (File No. 333-70399) and incorporated herein by reference).
	10	.11		2000 Long Term Incentive Plan (filed with the SEC as an Exhibit to the Registrant’s Registration Statement on Form S-8 filed on November 15, 2000 (File No. 333-49972) and incorporated herein by reference).
	10	.12		Executive Deferred Compensation Plan dated October 17, 2000, but effective November 1, 2000.
	10	.13		Revolving Loan Agreement (filed with the SEC as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-13660) and incorporated herein by reference).
	10	.14		Change of Control Employment Agreement dated December 24, 2003 between Dennis S. Hudson, III and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 29, 2003 (File No. 000-13660) and incorporated herein by reference).
	10	.15		Change of Control Employment Agreement dated December 24, 2003 between A. Douglas Gilbert and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 29, 2003 (File No. 000-13660) and incorporated herein by reference).
	10	.16		Change of Control Employment Agreement dated December 24, 2003 between C. William Curtis, Jr. and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 29, 2003 (File No. 000-13660) and incorporated herein by reference).
	10	.17		Change of Control Employment Agreement dated December 24, 2003 between William R. Hahl and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 29, 2003 (File No. 000-13660) and incorporated herein by reference).
	10	.18		Change of Control Employment Agreement dated December 24, 2003 between Jean Strickland and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on January 9, 2004 (File No. 000-13660) and incorporated herein by reference).

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Exhibit
No.				Exhibit Description
	10	.19		Change of Control Employment Agreement dated December 24, 2003 between Thomas H. Wilkinson and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on January 9, 2004 (File No. 000-13660) and incorporated herein by reference).
	10	.20		Change of Control Employment Agreement dated December 24, 2003 between Teresa Idzior and the Registrant (filed with the SEC as an Exhibit to the Registrant’s Current Report on Form 8-K filed on January 9, 2004 (File No. 000-13660) and incorporated herein by reference).
	10	.21		First Amendment to Revolving Loan Agreement, dated as of January 18, 2005, by and between Seacoast Banking Corporation of Florida and SunTrust Bank (filed with the SEC as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 21, 2005 (File No. 0-13660) and incorporated herein by reference).
	10	.22		Directors Deferred Compensation Plan, dated June 15, 2004, but effective July 1, 2004 (filed with the SEC as Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-13660) and incorporated herein by reference).
	21			Subsidiaries
	23	.1		Consent of KPMG LLP, dated March 18, 2005.
	23	.2		Consent of PricewaterhouseCoopers LLP, dated March 15, 2005.
	23	.3		Consent of Osburn, Henning and Company, dated March 17, 2005.
	23	.4		Consent of Alston & Bird LLP (included in Exhibit 5.1).
	23	.5		Consent of Alston & Bird LLP (to be included in Exhibit 8.1).
	23	.6		Consent of Keefe, Bruyette & Woods, Inc. dated March 17, 2005.
	24	.1		Powers of Attorney of directors of the Registrant (contained on page II-8 of the registration statement).
	99	.1		Form of Proxy of Century National Bank

Item 22.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
	(6) That every prospectus (i) that is filed pursuant to paragraph (4) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
	(8) To respond to requests for information that is incorporated by reference into the proxy statement-prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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	SEACOAST BANKING CORPORATION
	OF FLORIDA

	By:	/s/ Dennis S. Hudson, III

	Dennis S. Hudson, III
	President, Chief Executive Officer
	and Director

Signature				Title
/s/ Dale M. Hudson   Dale M. Hudson				Chairman of the Board and Director
/s/ Dennis S. Hudson, III   Dennis S. Hudson, III				President, Chief Executive Officer and Director
/s/ William R. Hahl   William R. Hahl				Executive Vice President and Chief Financial Officer
/s/ Stephen E. Bohner   Stephen E. Bohner				Director
/s/ Jeffrey C. Bruner   Jeffrey C. Bruner				Director

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Signature				Title
/s/ John H. Crane   John H. Crane				Director
/s/ Evans Crary, Jr.   Evans Crary, Jr.				Director
/s/ T. Michael Crook   T. Michael Crook				Director
/s/ Christopher E. Fogal   Christopher E. Fogal				Director
/s/ Jeffrey S. Furst   Jeffrey S. Furst				Director
/s/ A. Douglas Gilbert   A. Douglas Gilbert				Director, Senior Executive Vice President and Chief Operating and Credit Officer
/s/ Dennis S. Hudson, Jr.   Dennis S. Hudson, Jr.				Director
/s/ Thomas E. Rossin   Thomas E. Rossin				Director
/s/ John R. Santarsiero, Jr.   John R. Santarsiero, Jr.				Director
/s/ Thomas H. Thurlow, Jr.   Thomas H. Thurlow, Jr.				Director

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Exhibit
No.				Exhibit Description
	5	.1		Opinion of Alston & Bird LLP as to the legality of the securities being registered.
	8	.1		Opinion of Alston & Bird LLP as to certain tax matters.
	21			Subsidiaries.
	23	.1		Consent of KPMG, LLP, dated March 18, 2005.
	23	.2		Consent of PricewaterhouseCoopers, LLP, dated March 15, 2005.
	23	.3		Consent of Osburn, Henning and Company, dated March 17, 2005.
	23	.4		Consent of Alston & Bird LLP (included in Exhibit 5.1).
	23	.5		Consent of Alston & Bird LLP (to be included in Exhibit 8.1).
	23	.6		Consent of Keefe, Bruyette & Woods, Inc. dated March 17, 2005.
	24	.1		Powers of Attorney of directors of the Registrant (contained on page II-8 of the registration statement).
	99	.1		Form of Proxy of Century National Bank

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