SEACOAST BANKING CORP OF FLORIDA, DEF 14A, 1996-03-29

SEACOAST BANKING CORP OF FLORIDA
DEF 14A, 1996-03-29
STATE COMMERCIAL BANKS

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SEACOAST BANKING CORPORATION OF FLORIDA
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2
[Seacoast Banking Corporation of Florida LOGO]

March 21, 1996

TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:

You are cordially invited to attend the Annual Meeting of Shareholders of
Seacoast Banking Corporation of Florida ("Seacoast" or the "Company"), which
will be held at the Indian River Plantation Beach Resort, Hutchinson Island, 555
N.E. Ocean Boulevard, Stuart, Florida, on Thursday, April 25, 1996, at 3:00
P.M., Local Time (the "Meeting").

At the Meeting, you will be asked to consider and vote upon (i) the
reelection of eight directors to serve until the Annual Meeting of Shareholders
in 1997 and until their successors have been elected and qualified, (ii) the
approval and adoption of a 1996 Long-Term Incentive Plan; and (iii) the
ratification of the appointment of Arthur Andersen, LLP as independent auditors
for Seacoast for the fiscal year ending December 31, 1996.

Enclosed are the Notice of Meeting, Proxy Statement, Proxy and 1995 Annual
Report. We hope you can attend the Meeting and vote your shares in person. In
any case, we would appreciate your completing the enclosed Proxy and returning
it to us. This action will ensure that your preferences will be expressed on the
matters that are being considered. If you are able to attend the Meeting, you
may vote your shares in person even if you have previously returned your Proxy.

We want to thank you for your support this past year. We are proud of our
progress as reflected in the results for 1995, and we encourage you to review
carefully our Annual Report.

If you have any questions about the Proxy Statement or our Annual Report,
please call or write us.

Sincerely,

/s/ Dennis S. Hudson III
------------------------
Dennis S. Hudson III
Secretary
<PAGE> 3

SEACOAST BANKING CORPORATION OF FLORIDA
815 COLORADO AVENUE
STUART, FLORIDA 34994

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1996

Notice is hereby given that the Annual Meeting of Shareholders of Seacoast
Banking Corporation of Florida ("Seacoast" or the "Company") will be held at the
Indian River Plantation Beach Resort, Hutchinson Island, 555 N.E. Ocean
Boulevard, Stuart, Florida, on Thursday, April 25, 1996, at 3:00 P.M., Local
Time (the "Meeting"), for the following purposes:

1. Elect Directors. To consider and vote upon the reelection of
eight directors to serve until the Annual Meeting of Shareholders in 1997
and until their successors have been elected and qualified.

2. Approve and Adopt Seacoast's 1996 Long-Term Incentive Plan. To
consider and act upon a proposal to approve and adopt a 1996 Long-Term
Incentive Plan.

3. Ratify Auditors. To ratify the appointment of Arthur Andersen,
LLP as independent auditors for Seacoast for the fiscal year ending
December 31, 1996.

4. Other Business. To transact such other business as may properly
come before the Meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on February 16, 1996,
are entitled to notice of and to vote at the Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign and return the enclosed Proxy in
the accompanying envelope.
By Order of the Board of Directors

/s/ Dennis S. Hudson III
------------------------
Dennis S. Hudson III
Secretary

March 21, 1996

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO
SEACOAST IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
<PAGE> 4

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
APRIL 25, 1996

INTRODUCTION

GENERAL

This Proxy Statement is being furnished to the shareholders of Seacoast
Banking Corporation of Florida ("Seacoast" or the "Company"), a Florida
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended (the "BHC Act"), in connection with the solicitation of
proxies by Seacoast's Board of Directors from holders of Seacoast's Class A
common stock ("Class A Common Stock") and its Class B common stock ("Class B
Common Stock") (herein, Class A Common Stock and Class B Common Stock are
collectively referred to as "Common Stock"), for use at the Annual Meeting of
Shareholders of Seacoast to be held on April 25, 1996, and at any adjournments
or postponements thereof (the "Meeting"). Unless otherwise clearly specified,
the terms "Company" and "Seacoast" include the Company's subsidiaries.

The Meeting is being held to consider and vote upon (i) the reelection of
eight directors to serve until the Annual Meeting of Shareholders in 1997 and
until their successors have been elected and qualified; (ii) the approval and
adoption of a 1996 Long-Term Incentive Plan; and (iii) the ratification of the
appointment of Arthur Andersen, LLP as independent auditors for Seacoast for the
fiscal year ending December 31, 1996.

The Board of Directors of Seacoast knows of no other business that will be
presented for consideration at the Meeting other than the matters described in
this Proxy Statement.

The 1995 Annual Report to Shareholders ("Annual Report"), including
financial statements for the fiscal year ended December 31, 1995, accompanies
this Proxy Statement. These materials are first being mailed to the shareholders
of Seacoast on or about March 21, 1996.

The principal executive offices of Seacoast are located at 815 Colorado
Avenue, Stuart, Florida 34994, and its telephone number is (407) 287-4000.

RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES

The Board of Directors of Seacoast has fixed the close of business on
February 16, 1996 as the record date ("Record Date") for determining the
Seacoast shareholders entitled to notice of and to vote at the Meeting.
Accordingly, only holders of record of shares of Common Stock on the Record Date
will be entitled to notice of and to vote at the Meeting. At the close of
business on such date, there were 3,745,963 shares of Class A Common Stock
issued and outstanding, which were held by approximately 614 shareholders of
record and 509,501 shares of Class B Common Stock issued and outstanding, which
were held by approximately 115 holders of record. See "PRINCIPAL SHAREHOLDERS."

Holders of record of Class A Common Stock are entitled to one vote per
share on each matter to be considered and voted upon at the Meeting. Holders of
Class B Common Stock are entitled to 10 votes per share on each matter to be
considered and voted upon at the Meeting.

The Company's Articles of Incorporation also provide that, except as
otherwise required by law or by the Articles of Incorporation, holders of shares
of Class A Common Stock and Class B Common Stock vote together as a single class
on all matters. As a result of the ten-to-one voting preference accorded by the
Articles of Incorporation to shares of Class B Common Stock, as of the Record
Date there were 8,840,973 votes entitled to be cast by the holders of the
outstanding Common Stock, with the holders of the Class B Common Stock entitled
to cast 5,095,010 votes or 57.63% of such amount. Thus, the holders of the Class
B Common Stock possess a majority of the votes eligible to be cast. See
"PROPOSAL ONE -- ELECTION OF DIRECTORS -- Management Stock Ownership" and
"PRINCIPAL SHAREHOLDERS."
<PAGE> 5

In determining whether a quorum exists at the Meeting for purposes of all
matters to be voted on, all votes "for" or "against," as well as all abstentions
(including votes to withhold authority to vote in certain cases), with respect
to the proposal receiving the most such votes, will be counted. The vote
required for the reelection of the eight directors is a plurality of the votes
cast by the shares entitled to vote in the election, provided a quorum is
present. Consequently, with respect to the proposal for the reelection of
directors, abstentions and broker non-votes will not be counted as part of the
base number of votes to be used in determining if the proposal has received the
requisite number of base votes for approval. The proposal to approve the 1996
Incentive Plan requires the affirmative vote of the holders of a majority of the
shares of Common Stock present, or represented, and entitled to vote at the
Meeting. Consequently, with respect to this proposal, broker non-votes will not
be counted as part of the base number of votes to be used in determining if the
proposal has received the requisite number of base votes for approval, but
abstentions will be so counted and will count as votes against the proposal. The
proposal to ratify Arthur Andersen, LLP as independent auditors will be approved
if the votes cast by the holders of the shares of Common Stock present, or
represented, at the Meeting and entitled to vote on the matter favoring this
proposal exceed the votes cast in opposition to the proposal. Consequently, with
respect to this proposal, as in the proposal for the election of directors,
abstentions and broker non-votes will not be counted as part of the base number
of votes to be used in determining if the proposal has received the requisite
number of base votes for approval.

Shares of Common Stock represented by properly executed Proxies, if such
Proxies are received in time and not revoked, will be voted at the Meeting in
accordance with the instructions indicated in such Proxy. IF NO INSTRUCTIONS ARE
INDICATED, SUCH SHARES OF COMMON STOCK WILL BE VOTED FOR THE REELECTION AS
DIRECTORS OF SEACOAST OF THE EIGHT NOMINEES NAMED IN THE PROXY, FOR THE APPROVAL
AND ADOPTION OF SEACOAST'S 1996 LONG-TERM INCENTIVE PLAN AND FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN, LLP AS INDEPENDENT AUDITORS.

A shareholder who has given a Proxy may revoke it at any time prior to its
exercise at the Meeting by either (i) giving written notice of revocation to the
Secretary of Seacoast, (ii) properly submitting to Seacoast a duly executed
Proxy bearing a later date, or (iii) appearing in person at the Meeting and
voting in person. All written notices of revocation or other communications with
respect to revocation of Proxies should be addressed as follows: Seacoast
Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994,
Attention: Dennis S. Hudson III, Secretary.

PROPOSAL ONE

ELECTION OF DIRECTORS

GENERAL

The Meeting is being held to reelect eight directors of Seacoast to serve a
one-year term of office expiring at the 1997 Annual Meeting of Shareholders and
until their successors have been elected and qualified. All of the nominees are
presently directors of Seacoast and have served as directors of Seacoast since
its inception in 1983, except Dennis S. Hudson III, who was first elected a
director in 1984. All of the nominees also serve as directors of Seacoast's
banking subsidiary, First National Bank and Trust Company of the Treasure Coast
(the "Bank"). The members of the Boards of Directors of the Bank and the Company
are the same except for Ms. Marian B. Monroe and A. Douglas Gilbert, who are
members of the Bank's Board only.

All shares represented by valid Proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the Proxies will be voted
for the election of the eight nominees listed below. In the event that any
nominee is unable to serve (which is not anticipated), the persons designated as
Proxies will cast votes for the remaining nominees and for such replacements, if
any, as may be nominated by Seacoast's Board of Directors acting as the
Nominating Committee. Proxies cannot be voted for a greater number of persons
than the number of nominees specified herein (eight persons).

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<PAGE> 6

The affirmative vote of the holders of shares of Common Stock representing
a plurality of the votes cast at the Meeting at which a quorum is present, is
required for the reelection of the directors listed below.

THE NOMINEES HAVE BEEN NOMINATED BY SEACOAST'S BOARD OF DIRECTORS AND THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE REELECTION OF ALL EIGHT NOMINEES
LISTED BELOW.

The following table sets forth the name and age of each nominee and each
senior executive officer of the Company who is not a director or nominee, the
year in which he was first elected a director or executive officer, as the case
may be, a description of his position and offices with Seacoast or the Bank, if
any, a brief description of his principal occupation and business experience
during at least the last five years, directorships presently held by him in
companies other than Seacoast with registered securities, and certain other
information including his age and the number of shares of Class A Common Stock
and Class B Common Stock beneficially owned by him on February 16, 1996. See
"Information About the Board of Directors and Its Committees."

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY
OWNED AND PERCENTAGE OF
NAME, AGE AND YEAR COMMON
FIRST ELECTED OR STOCK OUTSTANDING(1)
APPOINTED A DIRECTOR -----------------------------
OR EXECUTIVE OFFICER INFORMATION ABOUT NOMINEE CLASS A CLASS B
- ---------------------------- ----------------------------------- ------------- -------------
<S> <C> <C> <C>
NOMINEES:
Jeffrey C. Bruner (45) Mr. Bruner has been a self-employed 7,140(2)(4) 90(3)(4)
1983 real estate investor in Stuart,
Florida since 1972.
John H. Crane (66) Mr. Crane has been President of 8,580(4)(5) 4,290(4)(6)
1983 Krauss & Crane, Inc., an
electrical contracting firm
located in Stuart, Florida, since
1957, and Vice President of C&W
Fish Company, Inc., a fish
processing plant located in the
Stuart, Florida area, since 1982.
Evans Crary, Jr. (66) Mr. Crary has served as a member of 4,597(4)(7) 1,665(4)
1983 Crary, Buchanan, Bowdish, Bovie,
Lord, Roby & Evans, Chartered, a
law firm located in Stuart,
Florida, since 1993, and prior
thereto he served as President
and a shareholder of the law firm
since 1974. Mr. Crary has
practiced law in Stuart, Florida,
since 1952.
Dale M. Hudson (61) Mr. Hudson was named Chief 393,304(9) 201,651(10)
1983(8) Executive Officer of Seacoast in 10.50% 39.58%
1992 and has served as President
of Seacoast since 1990. Prior
thereto, Mr. Hudson served as
Vice President of Seacoast since
1983. He was named Chairman of
the Board of the Bank in
September 1992 after serving as
Vice Chairman and President of
the Bank since 1978.
</TABLE>

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<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY
OWNED AND PERCENTAGE OF
NAME, AGE AND YEAR COMMON
FIRST ELECTED OR STOCK OUTSTANDING(1)
APPOINTED A DIRECTOR -----------------------------
OR EXECUTIVE OFFICER INFORMATION ABOUT NOMINEE CLASS A CLASS B
- ---------------------------- ----------------------------------- ------------- -------------
<S> <C> <C> <C>
Dennis S. Hudson, Jr. (68) Mr. Hudson was named Chairman of 262,539(11) 173,253(12)
1983(8) the Board of Seacoast in 1990. He 7.01% 34.00%
served as Chief Executive Officer
of Seacoast from 1983 until 1992,
President of Seacoast from 1983
until 1990 and Chairman of the
Bank from 1969 until 1992.
Dennis S. Hudson, III (40) Mr. Hudson has served as Executive 27,800(4)(13) 8,052
1984(8) Vice President and Chief 1.58%
Operating Officer of Seacoast
since 1990. He has served as
Secretary/Treasurer of Seacoast
since 1983. In September 1992,
Mr. Hudson was named President
and Chief Executive Officer of
the Bank. Prior thereto, he
served as Executive Vice
President and Chief Operating
Officer of the Bank from 1990 to
1992, and Senior Vice President
of the Bank from 1983 to 1990.
John R. Santarsiero, Jr. Mr. Santarsiero is a private 3,198(4) 300(4)
(51) investor and former owner of an
1983 automobile dealership located in
Stuart, Florida.
Thomas H. Thurlow, Jr. (59) Mr. Thurlow has been an officer and 4,725(4)(14) --
1983(8) a director of Thurlow & Smith,
P.A., a law firm located in
Stuart, Florida, since 1981 and
has practiced law in Stuart,
Florida since 1961.
</TABLE>

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<PAGE> 8

A. Douglas Gilbert (55) Mr. Gilbert has served as Executive 17,264(4)(15) --
1990 Vice President and Chief Credit
Officer of Seacoast since
September 1992. He also served as
Chief Banking Officer from
September 1992 to October 1995.
Prior thereto, Mr. Gilbert served
as Executive Vice President and
Chief Credit Officer of Seacoast
from July 1990 to September 1992.
Mr. Gilbert was named Executive
Vice President and Chief
Operating and Chief Credit
Officer of the Bank in October
1994. Prior thereto, he served as
Executive Vice President and
Chief Banking and Credit Officer
of the Bank from 1992 to 1994,
and Executive Vice President and
Chief Credit Officer of the Bank
from 1990 to 1992. From 1986
until 1990, Mr. Gilbert was
President and Chief Executive
Officer of a unit of Florida
National Bank, located in Martin
County which had assets of
approximately $300 million.
Florida National Bank, prior to
its acquisition by First Union
Corporation, was a Florida-based
regional bank.
C. William Curtis, Jr. (57) Mr. Curtis has served as Executive -- --
1995 Vice President and Chief Banking
Officer of Seacoast since October
1995. Prior thereto, Mr. Curtis
was Area President of First Union
Bank in Sarasota and Manatee
Counties, a $970 million banking
unit with 21 offices. He served
as Senior Marketing Officer for
Florida National Banks of
Florida, Inc. for 10 years prior
to coming to the Treasure Coast
as President of Florida National
Bank in Indian River County from
1985 to 1989.
</TABLE>

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- ---------------

(1) Information relating to beneficial ownership of Common Stock by directors
is based upon information furnished by each person using "beneficial
ownership" concepts set forth in rules of the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
(the "1934 Act"). Under such rules, a person is deemed to be a "beneficial
owner" of a security if that person has or shares "voting power," which
includes the power to vote or direct the voting of such security, or
"investment power," which includes the power to dispose of or to direct the
disposition of such security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under such rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or she
may disclaim any beneficial ownership. Accordingly, nominees are named as
beneficial owners of shares as to which they may disclaim any beneficial
interest. Except as indicated in other notes to this table describing
special relationships with other persons and specifying shared voting or
investment power, directors possess sole voting and investment power with
respect to all shares of Common Stock set forth opposite their names.
(2) Includes 180 shares held jointly with Mr. Bruner's wife, 2,150 shares held
by Mr. Bruner as custodian for his son, and 4,000 shares held by Mr. Bruner
as custodian for his two nephews as to which shares Mr. Bruner may be
deemed to share voting and investment power.
(3) Includes 90 shares held jointly with Mr. Bruner's wife as to which shares
Mr. Bruner may be deemed to share voting and investment power.
(4) Less than 1%.
(5) Includes 2,340 shares held by Mr. Crane's wife, as to which shares Mr.
Crane may be deemed to share voting and investment power.
(6) Includes 1,170 shares held by Mr. Crane's wife, as to which shares Mr.
Crane may be deemed to share voting and investment power.
(7) Includes 1,268 shares held by the trustee for the IRA of Mr. Crary.
(8) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Dale M. Hudson is
married to the sister of Thomas H. Thurlow, Jr. Dennis S. Hudson III is the
son of Dennis S. Hudson, Jr. and the nephew of Dale M. Hudson.
(9) Includes 23,025 shares held by Mr. Hudson's wife, 41,297 shares held
jointly with Mr. Hudson's wife, and 70,107 shares held by Mr. Hudson's
three children, as to which shares Mr. Hudson may be deemed to share voting
and investment power.

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<PAGE> 10

(10) Includes 3,960 shares held by Mr. Hudson's wife, 20,649 shares held jointly
with Mr. Hudson's wife, and 9,543 shares held by Mr. Hudson's three
children, as to which shares Mr. Hudson may be deemed to share voting and
investment power.
(11) Includes 47,417 shares held by Mr. Hudson's wife, 18,780 shares held by Mr.
Hudson's three children, as to which shares Mr. Hudson may be deemed to
share voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(12) Includes 23,709 shares held by Mr. Hudson's wife, 6,270 shares held by Mr.
Hudson's three children, as to which shares Mr. Hudson may be deemed to
share voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(13) Includes 44 shares held by Mr. Hudson's two sons, as to which shares Mr.
Hudson may be deemed to share voting and investment power, and 25,000
shares that Mr. Hudson has the right to acquire by exercising options that
are exercisable within 60 days after the Record Date.
(14) Includes 1,575 shares owned by Mr. Thurlow's wife and 1,575 shares held by
Mr. Thurlow's three children, as to which shares Mr. Thurlow may be deemed
to share voting and investment power.
(15) Includes 500 shares held in Mr. Gilbert's IRA and 15,000 shares that Mr.
Gilbert has the right to acquire by exercising options that are exercisable
within 60 days after the Record Date.
(16) Includes 12,333 shares that Mr. Hahl has the right to acquire by exercising
options that are exercisable within 60 days after the Record Date.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors of Seacoast held seven meetings during 1995. All of
the directors attended at least 75% of the total number of meetings of the Board
of Directors and meetings of the Board committees on which they served.
Seacoast's Board of Directors has two standing committees: the Salary and
Benefits Committee and the Audit Committee, both of which serve the same
functions for the Bank.

In addition, the Bank's Board of Directors has the following standing
committees separate from the Company: Executive Committee, Investment Committee,
Trust Committee and the Directors Loan Committee. Such committees perform those
duties customarily performed by similar committees at other financial
institutions.

The Company's Salary and Benefits Committee is comprised of Messrs. Crary
(Chairman), Bruner, Dennis S. Hudson, Jr. and Santarsiero and Ms. Marian Monroe.
This Committee has the authority to determine the compensation of the Company's
executive officers and employees, and administers various of the Company's
benefit and incentive plans. This Committee has the power to interpret the
provisions of the Company's Pension Plan, Profit Sharing Plan, Employee Stock
Purchase Plan, and the Seacoast Banking Corporation of Florida 1991 Stock Option
and Stock Appreciation Right Plan (the "1991 Incentive Plan"). This Committee
also will administer the Seacoast Banking Corporation of Florida 1996 Long-Term
Incentive Plan (the "1996 Incentive Plan") described in Proposal 2. Two meetings
were held by this Committee in 1995. See "Salary and Benefits Committee Report".

The Audit Committee recommends on an annual basis to the Board of Directors
a public accounting firm to be engaged as independent auditors for Seacoast for
the next fiscal year, reviews the plan for the audit engagement, and reviews
financial statements, the internal audit plans and reports financial reporting
procedures and reports of regulatory authorities. This Committee periodically
reports to the Board of Directors. This Committee is comprised of Messrs. Bruner
(Chairman), Crane and Santarsiero and it held five meetings in 1995.

The entire Board of Directors serves as the Nominating Committee for the
purpose of nominating persons to serve on the Board of Directors. While nominees
recommended by shareholders may be considered, this Committee has not actively
solicited recommendations nor established any procedures for this purpose. The
Board held one meeting in its capacity as the Nominating Committee during 1995.

Board members who are not executive officers of the Company are paid an
annual retainer of $20,000 for their service as directors of the Company and its
subsidiaries. In addition to the annual retainers, outside

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<PAGE> 11

Board members receive $500 for each Board meeting attended, $500 for each
committee meeting attended and $600 for each committee meeting chaired.

EXECUTIVE OFFICERS

Executive officers are appointed annually at the organizational meeting of
the respective Boards of Directors of Seacoast and the Bank following the annual
meetings of shareholders, to serve until the next annual meeting and until
successors are chosen and qualified. The table set forth under "PROPOSAL
ONE -- Election of Directors" lists the nominees for election to the Board of
Directors as well as the named executive officers of Seacoast and the Bank who
are not nominees to or members of the Board of Directors, their ages and
respective offices held by them, the period each such position has been held, a
brief account of their business experience for at least the past five years, and
the number of shares of Common Stock beneficially owned by each of them on
February 16, 1996.

MANAGEMENT STOCK OWNERSHIP

As of February 16, 1996, based on available information, all directors and
executive officers of Seacoast as a group (11 persons) beneficially owned
approximately 744,580 shares of Class A Common Stock, constituting 19.80% of the
total number of shares of Class A Common Stock outstanding at that date, and
approximately 389,301 shares of Class B Common Stock, constituting 76.41% of the
total number of shares of Class B Common Stock outstanding at that date.
Seacoast's directors and executive officers beneficially owned as of that date,
shares of Common Stock having 4,637,590 votes, or 52.46% of the total votes
represented by Common Stock outstanding on the Record Date. See "Record Date,
Solicitation and Revocability of Proxies" and "PRINCIPAL SHAREHOLDERS."

COMPENSATION OF EXECUTIVE OFFICERS

Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to its chief executive officer and other executive officers, including the four
other highly compensated executive officers (collectively, these officers are
referred to as the "named executive officers"). The disclosure requirements for
the named executive officers include the use of tables and a report explaining
the rationale and considerations that led to fundamental executive compensation
decisions affecting these individuals.

The following report reflects Seacoast's compensation philosophy as
endorsed by the Board of Directors and the Salary and Benefits Committee and
resulting actions taken by Seacoast for the reporting periods shown in the
various compensation tables supporting the report. The Salary and Benefits
Committee either approves or recommends to the Board of Directors payment
amounts and award levels for executive officers of Seacoast and its
subsidiaries.

SALARY AND BENEFITS COMMITTEE REPORT

General

During 1995, the Salary and Benefits Committee of the Board of Directors
was composed entirely of four members, three of whom are not officers or
employees of Seacoast or the Bank. The Board of Directors designates the members
and Chairman of such committee.

Compensation Policy

The policies that govern the Salary and Benefits Committee's executive
compensation decisions are designed to align changes in total compensation with
changes in the value created for the Company's shareholders. The Salary and
Benefits Committee believes that compensation of executive officers and others
should be directly linked to Seacoast's operating performance and that
achievement of performance objectives over time is the primary determinant of
share price.

8
<PAGE> 12

The underlying objectives of the Salary and Benefits Committee's
compensation strategy are to establish incentives for certain executives and
others to achieve and maintain short-term and long-term operating performance
goals for Seacoast, to link executive and shareholder interests through
equity-based plans, and to provide a compensation package that recognizes
individual contributions as well as overall business results. At Seacoast, pay
for performance relating to executive officer compensation comprises three
areas: base salary, cash based short-term annual incentives, and long-term stock
and cash incentives.

Base Salary and Increases

In establishing executive officer salaries and increases, the Committee
considers individual annual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay is
recommended by the chief executive officer and approved by the Salary and
Benefits Committee using performance results documented and measured annually
through a formal management-by-objectives ("MBO") program. Information regarding
salaries paid in the market is obtained through formal salary surveys and other
means and is used in the decision process to ensure competitiveness with
Seacoast's peers and competitors. Seacoast's general philosophy is to provide
base pay competitive with the market, and to reward individual performance while
positioning salaries consistent with Company performance.

Short-Term Incentives

Seacoast's Key Manager Incentive Plan is a primary strategy to align
short-term cash compensation with individual performance and performance for the
shareholders. Funding for this annual incentive plan is dependent on Seacoast
first attaining defined performance thresholds for return on assets and earnings
per share. Once this threshold is attained, the Salary and Benefits Committee,
using recommendations from the Bank's chief executive officer, approves awards
to those officers who have made superior contributions to Company profitability
as measured and reported through individual performance goals established at the
beginning of the year. As specified in the plan, the payout schedule is designed
to pay a smaller number of officers the highest level of funded cash incentives
to ensure that a meaningful reward is provided to the organization's top
performers. This philosophy better controls overall compensation expenses by
reducing the need for significant annual base salary increases as a reward for
past performance, and places more emphasis on annual profitability and the
potential rewards associated with future performance. Salary market information
is used to establish competitive rewards that are adequate in size to motivate
strong individual performance during the year. The Key Manager Incentive Plan
paid an aggregate of $385,150 in 1995, which was distributed among 15 persons.

Long-Term Incentives

Long-term incentive awards have been made under the 1991 Incentive Plan.
Stock options granted under the plan are designed to motivate sustained high
levels of individual performance and align the interests of key employees with
those of the Company's shareholders by rewarding capital appreciation and
earnings growth. Upon the recommendation of the chief executive officer, and
subject to approval by the Salary and Benefits Committee, stock options are
awarded annually to those key officers whose performance during the year has
made a significant contribution to Seacoast's long-term growth. In addition,
during 1995, restricted stock awards totaling 15,000 shares of Class A Common
Stock were granted outside of the 1991 Incentive Plan to attract and retain
executive officers of the Bank. Only 50,000 shares remain available for awards
under the 1991 Incentive Plan. For this reason, and to provide additional
flexibility in providing incentive compensation, shareholders are being asked to
approve the 1996 Incentive Plan. See "PROPOSAL TWO -- APPROVAL AND ADOPTION OF
PROPOSED 1996 LONG-TERM INCENTIVE PLAN"

Deduction Limit

At this time, because of its compensation levels, Seacoast does not appear
to be at risk of losing deductions under Section 162(m) of the Code, which
generally establishes, with certain exceptions, a $1 million deduction limit on
executive compensation for all publicly held companies. As a result, Seacoast

9
<PAGE> 13

has not established a formal policy regarding such limit, but will evaluate the
necessity for developing such a policy in the future.

Chief Executive Pay

The Salary and Benefits Committee formally reviews the compensation paid to
the chief executive officers of the Company and the Bank during the first
quarter of each year. Final approval of chief executive compensation is made by
the Board of Directors. Changes in base salary and the awarding of cash and
stock incentives are based on overall financial performance and profitability
related to objectives stated in the Company's strategic performance plan and the
initiatives taken to direct the Company. In addition, utilizing published
surveys, databases, and proxy data, including, for example, public information
compiled from [the Wyatt Financial Institution Compensation Survey] ("the survey
data"), the Salary and Benefits Committee surveyed the total compensation of
chief executive officers of comparable-sized financial institutions located in
comparable markets from across the nation, as well as of locally-based banks and
thrifts. While there is likely to be a substantial overlap between the financial
institutions included in the survey data and the banks and thrifts represented
in the Nasdaq Bank Index line on the shareholder return performance graph,
below, the groups are not exactly the same. The Compensation and Benefits
Committee believes that the most direct competitors for executive talent are not
necessarily the same as the companies that would be included in the published
industry index established for comparing shareholder returns.

After reviewing survey data, the salary for Mr. Dennis S. Hudson, III,
Chief Executive Officer of the Bank, was increased by $10,000 to $235,000
annually, and the annual salary for Mr. Dale M. Hudson, Chief Executive Officer
for Seacoast, was increased by $15,000 to $155,000, which maintained their
respective total compensation at the median of the comparative groups. Based on
specific accomplishments and the overall financial performance of Seacoast
including the achievement of targeted performance goals in 1995, Mr. Hudson, III
was awarded a cash incentive award of $73,000 under the Key Manager Incentive
Plan.

Summary

In summary, the Salary and Benefits Committee believes that Seacoast's
compensation program is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for strong personal, Company and share value performance. The Salary
and Benefits Committee monitors the various guidelines that make up the program
and reserves the right to adjust them as necessary to continue to meet Company
and shareholder objectives.

Evans Crary, Jr., Chairman Marian B. Monroe
Jeffrey C. Bruner John R. Santarsiero, Jr.
Dennis S. Hudson, Jr.

10
<PAGE> 14

The table below sets forth certain elements of compensation for the named
executive officers of Seacoast or the Bank for the periods indicated.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ---------------------
COMPENSATION RESTRICTED SECURITIES ALL
--------------- STOCK UNDERLYING OTHER
NAME AND PRINCIPAL YEAR SALARY BONUS AWARDS OPTIONS/SARS COMPENSATION
POSITION(A) (B) ($)(C) ($)(1)(D) ($)(F) (#)(G) ($)(I)
- ----------------------------- -------- --------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Dennis S. Hudson, Jr. 1995 $147,991 -- -- -- $14,996(2)
Chairman of the Board of1994 146,652 -- -- -- 13,841
Seacoast 1993 134,337 -- -- -- 25,437
Dale M. Hudson 1995 $146,970 -- -- -- $15,495(3)
President & Chief 1994 144,381 -- -- -- 16,549
Executive Officer of 1993 134,317 $15,000 -- -- 18,810
Seacoast, Chairman of
the Bank
Dennis S. Hudson, III 1995 $226,083 $73,000 -- 6,000 $20,187(4)
Executive Vice President1994 191,643 35,000 -- -- 17,692
& Chief Operating 1993 180,054 49,000 -- 18,000 19,257
Officer of Seacoast,
President & Chief
Executive Officer of the
Bank
A. Douglas Gilbert 1995 $204,331 $70,000 $183,100(6) 6,000 $20,412(7)
------
Executive Vice President1994 180,931 35,000 -- -- 18,359
& Chief Banking & Credit1993 162,041 60,000(5) -- 18,000 22,437
------
Officer of Seacoast,
Executive Vice President
& Chief Operating &
Credit Officer of the
Bank
C. William Curtis, Jr. 1995 $ 57,705 $90,000(8) $108,750(9) -- $ 206 (10)
Executive Vice President1994 -- -- -- -- --
& Chief Banking Officer 1993 -- -- -- -- --
of the Bank
William R. Hahl 1995 $150,065 $30,000 -- 5,000 $15,792(11)
Senior Vice President & 1994 136,646 15,000 -- -- 16,399
Chief Financial Officer 1993 129,550 26,000 -- 15,000 15,619
of Seacoast and the
Bank
</TABLE>

- ---------------

(1) Incentive cash compensation paid for results achieved during the applicable
fiscal year in accordance with the Key Manager Incentive Plan as well as
certain other bonuses related to performance or deemed necessary to attract
new management. See "Salary and Benefits Committee Report."
(2) This includes $2,293 insurance premiums paid by Seacoast on group term life
insurance benefits in excess of $50,000 ("excess life insurance benefits"),
$6,799 in employer matching contributions to the Profit Sharing Plan,
$2,702 in profit sharing, $2,702 in employer discretionary retirement
contributions, and $500 paid by the employer into the Code Section 125
Cafeteria Plan (the "Cafeteria Plan").
(3) This includes $2,293 in excess life insurance benefits, $7,082 in employer
matching contributions to the Profit Sharing Plan, $2,810 in profit
sharing, $2,810 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(4) This includes $2,323 in excess life insurance benefits, $8,344 in employer
matching contributions to the Profit Sharing Plan, $4,510 in profit
sharing, $4,510 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.

11
<PAGE> 15

(5) This amount includes a $15,000 cash bonus plus $45,000 in cash paid under
the Key Manager Incentive Plan.
(6) This amount represents a restricted stock award of 10,000 shares of the
Company's Class A Common Stock , which was awarded to Mr. Gilbert on March
31, 1995, based on the closing sale price of the Company's Class A Common
Stock on the Nasdaq National Market on March 31, 1995. One quarter of the
shares covered by this award became vested on January 31, 1996, and the
remaining shares will, as long as Mr. Gilbert remains employed by the
Company, vest in increments of 2,500 shares on January 1, 1997, 1998 and
1999.
(7) This includes $2,293 in excess life insurance benefits, $9,599 in employer
matching contributions to the Profit Sharing Plan, $4,010 in profit
sharing, $4,010 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(8) This amount includes a $45,000 cash bonus plus $45,000 in cash paid under
the Key Manager Incentive Plan.
(9) This amount represents a restricted stock award of 5,000 shares of the
Company's Class A Common Stock which was awarded to Mr. Curtis on October
2, 1995, based on the closing sale price of the Company's Class A Common
Stock on the Nasdaq National Market on October 2, 1995. One quarter of the
shares covered by this award will vest on December 31, 1996, and the
remaining shares will, as long as Mr. Curtis remains employed by the
Company, vest in increments of 1,250 shares on December 31, 1997, 1998 and
1999.
(10) This includes $81 in excess life insurance benefits and $125 paid by the
employer into the Cafeteria Plan.
(11) This includes $2,323 in excess life insurance benefits, $7,229 in employer
matching contributions to the Profit Sharing Plan, $2,870 in profit
sharing, $2,870 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.

GRANTS OF OPTIONS/SARS IN 1995

The following table sets forth certain information concerning options
granted during 1995 to the named executive officers. No stock appreciation
rights ("SARs") were granted in 1995.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL
(C) REALIZABLE
----- VALUE AT ASSUMED
PERCENT ANNUAL RATES OF
(B) OF STOCK
---- TOTAL PRICE APPRECIATION
NUMBER OPTIONS/SARS (D) FOR
OF GRANTED ----- OPTION TERM
SECURITIES TO EXERCISE ------------------
UNDERLYING EMPLOYEES OR (E)
(A) OPTIONS/ IN BASE --------- (F) (G)
- ----------------------------- SARS FISCAL PRICE EXPIRATION ------- --------
NAME GRANTED(#) YEAR ($/SHARE) DATE 5%($) 10%($)
- ----------------------------- ---- ----- ----- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Dennis S. Hudson, Jr......... -- -- -- N/A N/A N/A
Dale M. Hudson............... -- -- -- N/A N/A N/A
Feb. 21, 2005
Dennis S. Hudson, III........ 6,000 10.34% $17.50 $66,060 $167,340
Feb. 21, 2005
A. Douglas Gilbert........... 6,000 10.34% $17.50 $66,060 $167,340
C. William Curtis, Jr........ -- -- -- N/A N/A N/A
Feb. 21, 2005
William R. Hahl.............. 5,000 8.62% $17.50 $55,050 $139,450
</TABLE>

12
<PAGE> 16

AGGREGATED OPTION/SAR EXERCISES IN 1995
AND 1995 YEAR-END OPTION/SAR VALUES

The following table shows stock options exercised by the named executive
officers during 1995, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares covered by both
exercisable and non-exercisable options as of December 31, 1995. Also reported
are the values for "in-the-money" options, which represent the positive spread
between the exercise price of any such existing options and the year-end price
of the Company's Class A Common Stock. No SARs were outstanding in 1995.

<TABLE>
<CAPTION>
(E)
(D) ----------------
----------------
VALUE OF
NUMBER OF UNEXERCISED
(B) UNEXERCISED IN-THE-MONEY
----- OPTIONS/SARS AT OPTIONS/SARS AT
SHARES (C) FY-END(#) FY-END($)
(A) ACQUIRED -- ---------------- ----------------
- --------------------------------------------- ON VALUE EXERCISABLE(E)/ EXERCISABLE(E)/
NAME EXERCISE REALIZED UNEXERCISABLE(U) UNEXERCISABLE(U)
- --------------------------------------------- ----- -- ---------------- ----------------
<S> <C> <C> <C> <C>
Dennis S. Hudson, Jr......................... -- -- --(E) --(E)
--(U) --(U)
Dale M. Hudson............................... -- -- --(E) --(E)
--(U) --(U)
Dennis S. Hudson, III........................ -- -- 19,333(E) $ 159,830(E)
19,667(U) $ 80,170(U)
A. Douglas Gilbert........................... -- -- 19,333(E) $ 159,830(E)
19,667(U) $ 80,170(U)
C. William Curtis, Jr........................ -- -- --(E) --(E)
--(U) --(U)
William R. Hahl.............................. -- -- 15,667(E) $ 128,504(E)
16,333(U) $ 66,246(U)
</TABLE>

PENSION PLAN

The Company has maintained through 1995, a noncontributory, tax-qualified
defined benefit pension plan (the "Pension Plan") covering eligible employees of
the Company. Those employees who are 21 years old or older become eligible to
participate in the Pension Plan after completing six consecutive months of
service and 500 hours of service during such six-month period. The Bank's annual
contributions to the Pension Plan were actuarially determined. Benefits are
based on the participant's average monthly compensation, which is computed by
converting the participant's compensation to a monthly amount and then averaging
such amount over the five consecutive years of service which produces the
highest monthly average.

Under the Pension Plan's present provisions, the normal retirement benefit
at age 65 is equal to 50% of a participant's monthly compensation plus 22.75% of
the participant's monthly compensation in excess of an amount specified in the
Pension Plan for the calendar year in which the participant attains age 65. The
normal retirement benefit is reduced by 1/35 for each year of service less than
35 at a participant's normal retirement date. Benefits are distributed at
retirement, disability, death or termination of employment in the form of a
joint and survivor annuity, lump sum payment, installment payments or alternate
form of annuity as elected by the participant (with the consent of his or her
spouse). Benefits under the Pension Plan become fully vested at the earlier of
normal retirement age (generally age 65), disability or the completion of 15
years of service.

13
<PAGE> 17

The following table sets forth, in straight life annuity amounts reduced
for Social Security benefits, the estimated annual benefits payable upon
retirement to persons in the specified compensation and years-of-service
classifications.

<TABLE>
<CAPTION>
YEARS OF SERVICE(1)
COVERED -----------------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------------------------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 95,000............................. $30,411 $ 40,549 $ 50,686 $ 60,823 $ 70,960
125,000............................. 40,697 54,263 67,829 81,394 94,960
150,000............................. 47,554 63,406 79,257 95,109 110,960
175,000............................. 57,840 77,120 96,400 115,680 134,960
200,000............................. 66,411 88,549 110,686 132,823 154,960
225,000............................. 74,983 99,977 124,971 149,966 174,960
250,000............................. 83,554 111,406 139,257 167,109 194,960
</TABLE>

- ---------------

(1) Assumes retirement at age 65 in 1995. The pension formula provides for small
decreases in benefits for retirement dates in later calendar years.

During the plan year ended October 31, 1992, the Board adopted a resolution
to freeze benefit accruals in the Pension Plan as of October 31, 1992, which
freeze continued through 1995. For purposes of determining the benefit under the
Pension Plan for the named executive officers under the chart set forth above,
credited years of service and the amount of covered compensation (which are 1992
compensation amounts) are as follows: Dale M. Hudson, 36 years, $127,644; A.
Douglas Gilbert, 2 1/2 years, $164,074; Dennis S. Hudson, III, 14 years,
$141,574; Dennis S. Hudson, Jr., 38 years, $131,608; William R. Hahl, 2 1/2
years, $123,676.

The Company currently is in the process of terminating the Pension Plan,
and has received a favorable determination letter from the Internal Revenue
Service with respect to such termination. The Pension Plan was overfunded as of
February 16, 1996, and the Company presently plans to pay any such plan surplus
to Pension Plan participants.

PROFIT SHARING PLAN

The Company's Retirement Savings Plan for Employees of the First National
Bank & Trust Company of the Treasure Coast was amended and restated effective
January 1, 1993, in connection with the freeze of the Pension Plan. Herein, such
amended and restated plan is referred to as the "Profit Sharing Plan." The
Profit Sharing Plan has various features, including an employer matching
contribution for salary deferrals of up to 4% of the employee's compensation for
each calendar quarter. A retirement contribution is made on an annual
discretionary basis by the Company of 2% of "retirement eligible compensation,"
as defined in the Profit Sharing Plan. At the end of each plan year, the
Company's Board of Directors decides whether to make a profit sharing
contribution for the plan year and each participant receives a contribution
based upon "eligible compensation," as defined in the Profit Sharing Plan. At
least 50% of this contribution (the "non-elective profit sharing contribution")
must be kept in an investment fund, and the balance may be deferred and left in
the Profit Sharing Plan and directed into available investment funds or taken in
cash by the employee. The Company contributes on a dollar-for-dollar matching
basis, on the elective profit sharing contribution that is left in the Profit
Sharing Plan. In addition, the Profit Sharing Plan has a Code Section 401(k)
feature that allows employees to make "salary savings contributions" ranging
from 1% to 18% of compensation (as defined by the Plan), subject to federal
income tax limitations. After-tax contributions may also be made by employees
with "voluntary contributions" of up to 10% of compensation (as defined in the
Profit Sharing Plan for each plan year), subject to certain statutory
limitations.

14
<PAGE> 18

PERFORMANCE GRAPH

The following line-graph compares the cumulative, total return on
Seacoast's Class A Common Stock from December 31, 1990 to December 31, 1995,
with that of the Nasdaq Composite Index (an average of all stocks traded on the
Nasdaq Stock Market) and the Nasdaq Bank Stock index (an average of all bank and
thrift institutions whose stock is traded on the Nasdaq Stock Market).
Cumulative, total return represents the change in stock price and the amount of
dividends received over the indicated period, assuming the reinvestment of
dividends.

[GRAPH]

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SEACOAST NASDAQ STOCK INDEX NASDAQ BANK STOCKS
- --------------------- -------- ------------------ ------------------
<S> <C> <C> <C>
1990 100 100 100
1991 129.070 160.563 164.092
1992 190.930 186.866 238.854
1993 225.880 214.511 272.390
1994 229.070 209.686 271.410
1995 304.830 296.304 404.352

</TABLE>

EMPLOYMENT AND SEVERANCE AGREEMENTS

The Bank entered into an executive employment agreement with A. Douglas
Gilbert on March 22, 1991. A similar agreement was entered into with Dennis S.
Hudson, III on January 18, 1994 and with C. William Curtis, Jr. on July 31,
1995. Each such agreement has a three-year term and provides for automatic
renewal on an annual basis at the end of that term; provided, however, that
either the employee or the Bank may prevent such automatic renewal by giving
written notice to that effect not less than 90 days prior to the end of the
agreement's then current term. Each such agreement contains certain
non-competition, non-disclosure and non-solicitation covenants.

These employment agreements also provide for a base salary,
hospitalization, insurance, long term disability and life insurance in
accordance with the Bank's insurance plans for senior management, and reasonable
club dues. Each executive subject to these contracts may also receive other
compensation including bonuses, and the executives will be entitled to
participate in all current and future employee benefit plans and arrangements in
which senior management of the Bank may participate. The agreements provide for
termination of the employee for cause, including willful and continued failure
to perform the assigned duties, crimes, breach of the Bank's Code of Ethics, and
also upon death or permanent disability of the executive. Each agreement
contains a Change in Control provision which provides in the event of a "change
in control" including the acquisition of the Bank or the Company in a merger,
consolidation or similar transaction, the acquisition of 51% or more of the
voting power of any one or all classes of Common Stock, the sale of all or
substantially all of the assets, and certain other changes in share ownership,
will constitute a "change in control" which would allow the executive to
terminate the contract within one year following the date of such change in
control. Termination may also be permitted by the executive in the event of a
change in duties and

15
<PAGE> 19

powers, customarily associated with the office designated in such contract. Upon
any such termination following a change in control, the executive's base salary,
hospitalization and other health benefits will continue for two years.

SALARY AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Crary (Chairman), Bruner, Dennis S. Hudson, Jr. and Santarsiero and
Ms. Monroe are the members of the Salary and Benefits Committee. None of Messrs.
Crary, Bruner or Santarsiero nor Ms. Monroe is an officer or employee of
Seacoast or its subsidiaries. Mr. Hudson has served as Chairman of the Board of
Seacoast since 1990; he served as Chief Executive Officer of Seacoast from 1983
until 1992 and President of Seacoast from 1983 until 1990. See "PROPOSAL
ONE -- Election of Directors".

James H. Bruner, a Seacoast Director Emeritus and the father of Jeffrey C.
Bruner, a director of Seacoast and the Bank, is a controlling shareholder of
Mayfair Investments, which leases to the Bank 20,000 square feet of space
adjacent to the First National Center in Stuart, Florida pursuant to a lease
which expires in May 1997. At the end of the lease term, the Bank has the option
to extend the lease for a five year period. The Bank paid rent of $185,000 on
this property in 1995. Seacoast believes the terms of this lease are
commercially reasonable and comparable to rental terms for similar property in
Stuart.

Evans Crary, Jr., a director of Seacoast and the Bank, and Chairman of the
Bank's Executive Committee and the Company's Salary and Benefits Committee, is a
semi-retired member of Crary, Buchanan, Bowdish, Bovie, Lord, Roby & Evans,
Chartered ("Crary, Buchanan"), a law firm in Stuart, Florida. Crary, Buchanan,
general counsel to the Bank, performed various legal services for Seacoast and
the Bank during the fiscal year ended December 31, 1995, and received
approximately $140,079 for such services. This excludes fees paid by Bank
customers in transactions where Crary, Buchanan represented the Bank.

CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS

Several of Seacoast's directors, executive officers and their affiliates,
including corporations and firms of which they are directors or officers or in
which they and/or their families have an ownership interest, are customers of
Seacoast and its subsidiaries. These persons, corporations and firms have had
transactions in the ordinary course of business with Seacoast and its
subsidiaries, including borrowings, all of which, in the opinion of Seacoast
management, were on substantially the same terms including interest rates and
collateral as those prevailing at the time for comparable transactions with
unaffiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. Seacoast and its
subsidiaries expect to have such transactions on similar terms with its
directors, executive officers, and their affiliates in the future. The aggregate
amount of loans outstanding by the Bank to directors, executive officers, and
related parties of Seacoast or the Bank as of December 31, 1995, was
approximately $1,989,192, which represented approximately 3.20% of the
consolidated shareholders' equity on that date.

For information concerning specific transactions and business relationships
between Seacoast or the Bank and certain of its directors or executive officers,
see "Salary and Benefits Committee Interlocks and Insider Participation."

16
<PAGE> 20

PROPOSAL TWO

APPROVAL AND ADOPTION OF PROPOSED
SEACOAST'S 1996 LONG-TERM INCENTIVE PLAN

On February 20, 1996, the Board of Directors adopted, subject to
stockholder approval at the Annual Meeting, the Seacoast Banking Corporation of
Florida 1996 Long-Term Incentive Plan (the "1996 Incentive Plan"). The Company
has reserved 300,000 shares of Class A Common Stock for issuance in connection
with options and awards under this plan. If approved by the shareholders, the
1996 Incentive Plan will be effective as of its adoption by the shareholders.

A summary of the more important provisions of the 1996 Incentive Plan is
set forth below. This summary does not purport to be complete, and reference is
made to the full text of the 1996 Incentive Plan, which is attached hereto as
Exhibit A and incorporated herein by reference.

GENERAL

The purpose of the 1996 Incentive Plan is to promote the success, and
enhance the value, of Seacoast by linking the personal interests of key
employees to those of the shareholders, and by providing key employees with an
incentive for outstanding performance. The 1996 Incentive Plan is further
intended to provide flexibility to Seacoast in its ability to motivate, attract,
and retain the services of employees upon whose judgment, interest, and special
effort the successful conduct of its operation largely is dependent. The 1991
Incentive Plan has only 50,000 shares remaining available and the 1996 Incentive
Plan is intended to provide additional shares for incentive purposes and to
increase the Company's flexibility in creating incentive awards.

The 1996 Incentive Plan authorizes the granting of awards ("Awards") to key
employees of Seacoast or its subsidiaries in the following forms: (i) options to
purchase shares of Class A Common Stock ("Options"), (ii) SARs; (iii)
performance shares ("Performance Shares"); (iv) restricted stock ("Restricted
Stock"); (v) dividend equivalent rights ("Dividend Equivalents"); and (vi) other
stock-based awards. As of February 16, 1996, there were approximately 35 persons
eligible to participate in the 1996 Incentive Plan.

Subject to adjustment as provided in the 1996 Incentive Plan, the aggregate
number of shares of Class A Common Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a SAR or Performance Share Award) is 300,000.
The maximum number of shares of stock with respect to one or more Awards that
may be granted to any one participant over the term of the 1996 Incentive Plan
is 150,000.

ADMINISTRATION

The 1996 Incentive Plan will be administered by Seacoast's Salary and
Benefits Committee (the "Committee"). The Committee has the exclusive power,
authority and discretion to designate participants; determine the type or types
of Awards to be granted to each participant; determine the number of Awards to
be granted and the number of shares of stock to which an Award will relate;
determine the terms and conditions of any Award granted under the 1996 Incentive
Plan, including but not limited to, the exercise price, grant price, or purchase
price, any restrictions or limitations on the Award, any schedule for lapse of
forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such considerations as
the Committee in its sole discretion determines; determine whether, to what
extent, and under what circumstances an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Class A Common Stock, other Awards, or
other property, or an Award may be cancelled, forfeited, or surrendered;
prescribe the form of each agreement governing an Award ("Award Agreement"),
which need not be identical for each participant; decide all other matters that
must be determined in connection with an Award; establish, adopt or revise any
rules and regulations as it may deem necessary or advisable to administer the
1996 Incentive Plan; and make all other decisions and determinations that may be
required under the 1996 Incentive Plan or as the Committee deems necessary or
advisable to administer the 1996 Incentive Plan.

17
<PAGE> 21

AWARDS

Stock Options. The Committee is authorized to grant Options, which may be
incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), to
participants. All Options will be evidenced by a written Award Agreement between
Seacoast and the participant, which will include such provisions as may be
specified by the Committee. The terms of any ISO must meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

Stock Appreciation Rights. The Committee may grant SARs to participants.
Upon the exercise of a SAR, the participant has the right to receive the excess,
if any, of: the fair market value of one share of Class A Common Stock on the
date of exercise, over the grant price of the SAR as determined by the
Committee, which will not be less than the fair market value of one share of
Class A Common Stock on the date of grant in the case of any SAR related to an
ISO. All awards of SARs will be evidenced by an Award Agreement, reflecting the
terms, methods of exercise, methods of settlement, form of consideration payable
in settlement, and any other terms and conditions of the SAR, as determined by
the Committee at the time of grant.

Performance Shares. The Committee may grant Performance Shares to
participants on such terms and conditions as may be selected by the Committee.
The Committee will have the complete discretion to determine the number of
Performance Shares granted to each participant and to set performance goals and
other terms or conditions to payment of the Performance Shares in its discretion
which, depending on the extent to which they are met, will determine the number
and value of Performance Shares that will be paid to the participant.

Restricted Stock Awards. The Committee may make awards of Restricted Stock
to participants, which will be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Stock or the right to
receive dividends, if any, on the Restricted Stock).

Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to participants subject to such terms and conditions as may be
selected by the Committee. Dividend Equivalents shall entitle the participant to
receive payments equal to dividends with respect to all or a portion of the
number of shares of Class A Common Stock subject to an Option Award or SAR
Award, as determined by the Committee. The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional shares of Class A Common Stock, or otherwise
reinvested.

Other Stock-Based Awards. The Committee may, subject to limitations under
applicable law, grant to participants such other Awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to
shares of Class A Common Stock, as deemed by the Committee to be consistent with
the purposes of the 1996 Incentive Plan, including, without limitation, shares
of Class A Common Stock awarded purely as a "bonus" and not subject to any
restrictions or conditions, convertible or exchangeable debt securities, other
rights convertible or exchangeable into shares of Class A Common Stock, and
Awards valued by reference to book value of shares of Class A Common Stock or
the value of securities of or the performance of specified subsidiaries of
Seacoast. The Committee will determine the terms and conditions of any such
Awards.

Limitations on Transfer; Beneficiaries. No right or interest of a
participant in any Award may be pledged, encumbered or hypothecated to or in
favor of any party other than Seacoast or a subsidiary, or shall be subject to
any lien, obligation or liability of such participant to any other party other
than Seacoast or a subsidiary. No Award shall be assignable or transferable by a
participant other than by will or the laws of descent and distribution or,
except in the case of an ISO, pursuant to a qualified domestic relations order.
However, a participant may, in the manner determined by the Committee, designate
a beneficiary to exercise the rights of the participant and to receive any
distribution with respect to any Award upon the participant's death.

Acceleration Upon Death or Disability. Upon the participant's death or
disability, all outstanding Options, SARs and other Awards in the nature of
rights that may be exercised will become fully exercisable

18
<PAGE> 22

and all restrictions on outstanding Awards will lapse. Any Options or SARs will
then lapse in accordance with the other provisions of the 1996 Incentive Plan
and the Award Agreement.

Acceleration Upon Certain Events. In the event of (i) the commencement of
a public tender offer for all or any portion of the Class A Common Stock, (ii) a
proposal to merge, consolidate or otherwise combine with another corporation is
submitted to the stockholders of Seacoast for approval, or (iii) if the
Company's Board of Directors approves any transaction or event that would
constitute a change of control of Seacoast (as defined in the 1996 Incentive
Plan), the Committee may in its sole discretion declare all outstanding Options,
SARs, and other Awards in the nature of rights that may be exercised to become
fully exercisable, and/or all restrictions on all outstanding Awards to lapse,
in each case as of such date as the Committee may, in its sole discretion,
declare, which may be on or before the consummation of such tender offer or
other transaction or event.

TERMINATION AND AMENDMENT

With the approval of the Board of Directors, at any time and from time to
time, the Committee may terminate, amend or modify the 1996 Incentive Plan.
However, without approval of the stockholders of Seacoast or other conditions as
may be required by the Code, by the insider trading rules of Section 16 of the
1934 Act, or otherwise, no such termination, amendment, or modification may (i)
increase the total number of shares of Class A Common Stock that may be issued
under the 1996 Incentive Plan, except for the case of stock dividends being
issued; (ii) modify the eligibility requirements for participation in the 1996
Incentive Plan; or (iii) materially increase the benefits accruing to
participants under the 1996 Incentive Plan. No termination, amendment, or
modification of the 1996 Incentive Plan shall adversely affect any Award
previously granted under the 1996 Incentive Plan, without the written consent of
the participant.

CERTAIN FEDERAL INCOME TAX EFFECTS

Nonqualified Stock Options. Under present federal income tax regulations,
there will be no federal income tax consequences to either Seacoast or the
participant upon the grant of an NSO. However, the participant will realize
ordinary income on the exercise of an NSO in an amount equal to the excess of
the fair market value of the Class A Common Stock acquired upon the exercise of
such option over the exercise price, and Seacoast will receive a corresponding
deduction. The gain, if any, realized upon the subsequent disposition by the
participant of the Class A Common Stock will constitute short- or long-term
capital gain, depending on the participant's holding period.

Incentive Stock Options. Under present federal income tax regulations,
there will be no federal income tax consequences to either Seacoast or the
participant upon the grant of an ISO or the exercise thereof by the participant.
If the participant holds the shares of Class A Common Stock for the greater of
two years after the date the Option was granted or one year after the
acquisition of such shares of Class A Common Stock (the "required holding
period"), the difference between the aggregate option price and the amount
realized upon disposition of the shares of Class A Common Stock will constitute
a long-term capital gain or loss, and Seacoast will not be entitled to a federal
income tax deduction. If the shares of Class A Common Stock are disposed of in a
sale, exchange or other "disqualifying disposition" during the required holding
period, the participant will realize taxable ordinary income in an amount equal
to the excess of the fair market value of the Class A Common Stock purchased at
the time of exercise over the aggregate option price, and Seacoast will be
entitled to a federal income tax deduction equal to such amount.

SARs. Under present federal income tax regulations, a participant
receiving a SAR will not recognize income, and Seacoast will not be allowed a
tax deduction, at the time the Award is granted. When a participant exercises
the SAR, the amount of cash and the fair market value of any shares of Class A
Common Stock received will be ordinary income to the participant and will be
allowed as a deduction for federal income tax purposes to Seacoast.

Performance Shares. Under present federal income tax regulations, a
participant receiving Performance Shares will not recognize income and Seacoast
will not be allowed a tax deduction at the time the Award is granted. When a
participant receives payment of Performance Shares, the amount of cash and the
fair market

19
<PAGE> 23

value of any shares of Class A Common Stock received will be ordinary income to
the participant and will be allowed as a deduction for federal income tax
purposes to Seacoast.

Restricted Stock. Under present federal income tax regulations, and unless
the participant makes an election to accelerate recognition of the income to the
date of grant, a participant receiving a Restricted Stock Award will not
recognize income, and Seacoast will not be allowed a tax deduction, at the time
the Award is granted. When the restrictions lapse, the participant will
recognize ordinary income equal to the fair market value of the Class A Common
Stock, and Seacoast will be entitled to a corresponding tax deduction at that
time.

BENEFITS TO NAMED EXECUTIVE OFFICERS AND OTHERS

No Awards have been granted under the 1996 Incentive Plan. The Committee
has not yet made any determination as to which eligible participants will be
granted Awards under the 1996 Incentive Plan in the future. Consequently, it is
not presently possible to determine, with respect to (i) the executive officers
named in the Summary Compensation Table, (ii) all current executive officers as
a group, or (iii) all employees, including all current officers who are not
executive officers, as a group, either the benefits or amounts that will be
received by such persons or groups pursuant to the 1996 Incentive Plan or the
benefits or amounts that would have been received by such persons or groups
under the 1996 Incentive Plan if it had been in effect during the last fiscal
year.

ADDITIONAL INFORMATION

The closing price of the Class A Common Stock, as reported on the Nasdaq
National Market on March 12, 1996, was $21 5/8.

The affirmative vote of the holders of a majority of the shares present or
represented by proxy and entitled to vote at the Meeting on this proposal will
constitute approval of the 1996 Incentive Plan. If not so approved by the
stockholders, the 1996 Incentive Plan will not be adopted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1996
INCENTIVE PLAN.

PROPOSAL THREE

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Arthur Andersen, LLP, independent certified public accountants, as
independent auditors for Seacoast and its subsidiaries for the current fiscal
year ending December 31, 1996, subject to ratification by the shareholders.
Arthur Andersen, LLP has served as independent auditors for Seacoast and its
subsidiaries since August 20, 1991. Arthur Andersen, LLP has advised Seacoast
that neither the firm nor any of its partners has any direct or material
interest in Seacoast and its subsidiaries except as auditors and independent
certified public accountants of Seacoast and its subsidiaries.

A representative of Arthur Andersen, LLP will be present at the Meeting and
will be given the opportunity to make a statement on behalf of the firm if he so
desires. A representative of Arthur Andersen, LLP is also expected to respond to
appropriate questions from shareholders.

All shares represented by valid Proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the Proxies will be voted
for the ratification of the appointment of Arthur Andersen, LLP for the fiscal
year ending December 31, 1996.

The affirmative vote of the holders of shares of Common Stock representing
a majority of the votes represented at the Meeting, at which a quorum is
present, is required to ratify the appointment of Arthur Andersen, LLP as
independent auditors.

20
<PAGE> 24

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN, LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1996.

PRINCIPAL SHAREHOLDERS

As of February 16, 1996, the only shareholders known to Seacoast to be the
beneficial owners, as defined by Securities and Exchange Commission rules, of
more than 5% of the outstanding shares of Class A Common Stock or Class B Common
Stock, were the following, for whom beneficial ownership information is set
forth in the following table.

<TABLE>
<CAPTION>
NUMBER AND PERCENT OF CLASS A NUMBER AND PERCENT OF CLASS B
COMMON STOCK BENEFICIALLY COMMON STOCK BENEFICIALLY
OWNED OWNED
NAME AND ADDRESS ----------------------------- -----------------------------
OF BENEFICIAL OWNER NUMBER % NUMBER %
- ----------------------- -------- ----- -------- -----
<S> <C> <C> <C> <C>
Dale M. Hudson(1) 393,304 10.50 201,651 39.58
192 S.E. Harbor Point
Drive
Stuart, Florida 34996
Dennis S. Hudson, 262,539 7.01 173,253 34.00
Jr.(l)
157 S. River Road
Stuart, Florida 34996
</TABLE>

- ---------------

(1) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers.

SECTION 16(A) REPORTING

The Company is required to identify each director or officer who failed to
file timely with the Securities and Exchange Commission a required report
relating to ownership and changes in ownership of the Company's securities.
Based on material provided to the Company, the Company believes that all such
filing requirements with respect to the Company's fiscal year ended December 31,
1995 were complied with.

SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

Proposals of shareholders of Seacoast intended to be presented at the 1997
Annual Meeting of Shareholders must be received by Seacoast at its principal
executive offices on or before November 17, 1996, in order to be included in
Seacoast's Proxy Statement and Proxy relating to the 1997 Annual Meeting of
Shareholders. Only proper proposals which are timely received will be included
in the Proxy Statement and Proxy.

OTHER MATTERS

Management of Seacoast does not know of any matters to be brought before
the Meeting other than those described above. If any other matters properly come
before the Meeting, the persons designated as Proxies will vote on such matters
in accordance with their best judgment.

OTHER INFORMATION

PROXY SOLICITATION COSTS

The cost of soliciting Proxies for the Meeting will be paid by Seacoast. In
addition to the solicitation of shareholders of record by mail, telephone,
facsimile or personal contact, Seacoast will be contacting brokers, dealers,
banks, or voting trustees or their nominees who can be identified as record
holders of Common Stock; such holders, after inquiry by Seacoast, will provide
information concerning quantities of proxy materials and

21
<PAGE> 25

1995 Annual Reports needed to supply such information to beneficial owners, and
Seacoast will reimburse them for the reasonable expense of mailing proxy
materials and 1995 Annual Reports to such persons.

ANNUAL REPORT ON FORM 10-K

Upon the written request of any person whose Proxy is solicited by this
Proxy Statement, Seacoast will furnish to such person without charge (other than
for exhibits) a copy of Seacoast's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission. Requests may be
made to Seacoast Banking Corporation of Florida, P.O. Box 9012, Stuart, Florida
34995, Attention: Dennis S. Hudson III, Secretary.

By Order of the Board of Directors,

/s/ Dennis S. Hudson III
------------------------
DENNIS S. HUDSON III
Secretary
March 21, 1996

22
<PAGE> 26

EXHIBIT A

SEACOAST 1996 LONG-TERM INCENTIVE PLAN
<PAGE> 27

SEACOAST BANKING CORPORATION OF FLORIDA
1996 LONG-TERM INCENTIVE PLAN

ARTICLE I

PURPOSE

1.1 GENERAL. The purpose of the Seacoast Banking Corporation of Florida
1996 Long-Term Incentive Plan (the "Plan") is to promote the success, and
enhance the value, of Seacoast Banking Corporation of Florida (the
"Corporation"), by linking the personal interests of its key employees to those
of Corporation stockholders and by providing its key employees with an incentive
for outstanding performance. The Plan is further intended to provide flexibility
to the Corporation in its ability to motivate, attract, and retain the services
of employees upon whose judgment, interest, and special effort the successful
conduct of the Corporation's operation is largely dependent. Accordingly, the
Plan permits the grant of incentive awards from time to time to selected
officers and key employees.

ARTICLE 2

EFFECTIVE DATE

2.1 EFFECTIVE DATE. The Plan shall be effective as of the date upon which
it shall be approved by the stockholders of the Corporation. The Plan will be
deemed to be approved by the stockholders if it receives the affirmative vote of
the holders of a majority of the shares of stock of the Corporation present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Florida Business Corporation Act and the
Corporation's Bylaws and Articles of Incorporation. Any Awards granted under the
Plan prior to stockholder approval are effective when made (unless the Committee
specifies otherwise at the time of grant), but no Award may be exercised or
settled and no restrictions relating to any Award may lapse before stockholder
approval. If the stockholders fail to approve the Plan, any Award previously
made shall be automatically canceled without any further act.

ARTICLE 3

DEFINITIONS

3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock or
cash, granted to a Participant under the Plan.

(b) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

(e) "Committee" means the committee of the Board described in Article
4.

(f) "Corporation" means Seacoast Banking Corporation of Florida, a
Florida corporation.

(g) "Disability" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of
performing his customary and usual duties for the Corporation, or any
medically determinable illness or other physical or mental condition
resulting from a bodily injury, disease or mental disorder which, in the
judgment of the Committee, is permanent and continuous in

A-1
<PAGE> 28

nature. The Committee may require such medical or other evidence as it
deems necessary to judge the nature and permanency of the Participant's
condition.

(h) "Dividend Equivalent" means a right granted to a Participant under
Article 11.

(i) "Effective Date" has the meaning assigned such term in Section
2.1.

(j) "Fair Market Value" means with respect to Stock or any other
property, the fair market value of such Stock or other property determined
by such methods or procedures as may be established from time to time by
the Committee. Unless otherwise determined by the Committee, the Fair
Market Value of Stock as of any date will be the closing price of a share
of Stock traded on the Nasdaq National Market on such date, as reported in
the composite transactions quoted in The Wall Street Journal or, if no
shares were traded on such day, on the next preceding day on which shares
were traded.

(k) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision
thereto.

(l) "Non-Qualified Stock Option" means an Option that is not an
Incentive Stock Option.

(m) "Option" means a right granted to a Participant under Article 7 of
the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.

(n) "Other Stock-Based Award" means a right, granted to a Participant
under Article 12, that relates to or is valued by reference to Stock or
other Awards relating to Stock.

(o) "Participant" means a person who, as an officer or key employee of
the Corporation or any Subsidiary, has been granted an Award under the
Plan.

(p) "Performance Share" means a right granted to a Participant under
Article 9, to receive cash, Stock, or other Awards, the payment of which is
contingent upon achieving certain performance goals established by the
Committee.

(q) "Plan" means the Seacoast Banking Corporation of Florida 1996
Long-Term Incentive Plan, as amended from time to time.

(r) "Restricted Stock Award" means Stock granted to a Participant
under Article 10 that is subject to certain restrictions and to risk of
forfeiture.

(s) "Retirement" means a Participant's termination of employment with
the Corporation after attaining any normal or early retirement age
specified in any pension, profit sharing or other retirement program
sponsored by the Corporation.

(t) "Stock" means the $0.10 par value Class A Common Stock of the
Corporation and such other securities of the Corporation as may be
substituted for Stock pursuant to Article 14.

(u) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of
exercise of the SAR over the grant price of the SAR, all as determined
pursuant to Article 8.

(v) "Subsidiary" means any corporation of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.

(w) "1933 Act" means the Securities Act of 1933, as amended from time
to time.

(x) "1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time.

A-2
<PAGE> 29

ARTICLE 4

ADMINISTRATION

4.1 COMMITTEE. The Plan shall be administered by the Stock Option
Committee of the Board. The Committee shall consist of two or more members of
the Board who are (i) "outside directors" as that term is used in Section 162 of
the Code and the regulations promulgated thereunder, and (ii) "disinterested
persons," as such term is defined in Rule 16b-3 promulgated under Section 16 of
the 1934 Act or any successor provision, except as may be otherwise permitted
under Section 16 of the 1934 Act and the regulations and rules promulgated
thereunder.

4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the
following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present and acts approved in writing
by a majority of the Committee in lieu of a meeting shall be deemed the acts of
the Committee. Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that member by any
officer or other employee of the Corporation or any Subsidiary, the
Corporation's independent certified public accountants, or any executive
compensation consultant or other professional retained by the Corporation to
assist in the administration of the Plan.

4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

(a) Designate Participants;

(b) Determine the type or types of Awards to be granted to each
Participant;

(d) Determine the terms and conditions of any Award granted under the
Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule
for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations or waivers thereof, based in each case on
such considerations as the Committee in its sole discretion determines;

(e) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in,
cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;

(g) Decide all other matters that must be determined in connection
with an Award;

(h) Establish, adopt or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan; and

(i) Make all other decisions and determinations that may be required
under the Plan or as the Committee deems necessary or advisable to
administer the Plan.

4.4. DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

A-3
<PAGE> 30

ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 14.1,
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 300,000.

5.2. LAPSED AWARDS. To the extent that an Award is canceled, terminates,
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan, in each case to the full extent available pursuant to the
rules and interpretations of the Securities and Exchange Commission under
Section 16 of the 1934 Act, as amended. In the event that prior to the Award's
cancellation, termination, expiration, or lapse, the holder of the Award at any
time received one or more "benefits of ownership" pursuant to such Award (as
defined by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the 1934 Act), the Shares subject
to such Award shall not be available for regrant under the Plan.

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

5.4. LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS. Notwithstanding any
provision in the Plan to the contrary, the maximum number of shares of Stock
with respect to one or more Awards that may be granted to any one Participant
over the term of the Plan shall be 150,000.

ARTICLE 6

ELIGIBILITY

6.1. GENERAL. Awards may be granted only to individuals who are officers
or other key employees (including employees who also are directors or officers)
of the Corporation or a Subsidiary, as determined by the Committee.

ARTICLE 7

STOCK OPTIONS

7.1. GENERAL. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per share of Stock under an
Option shall be determined by the Committee.

(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part.
The Committee also shall determine the performance or other conditions, if
any, that must be satisfied before all or part of an Option may be
exercised.

(c) PAYMENT. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including,
without limitation, cash, shares of Stock, or other property (including
"cashless exercise" arrangements), and the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants. Without
limiting the power and discretion conferred on the Committee pursuant to
the preceding sentence, the Committee may, in the exercise of its
discretion, but need not, allow a Participant to pay the Option price by
directing the Corporation to withhold from the shares of Stock that would
otherwise be issued upon exercise of the Option that number of shares
having a Fair Market Value on the exercise date equal to the Option price,
all as determined pursuant to rules and procedures established by the
Committee.

A-4
<PAGE> 31

(d) EVIDENCE OF GRANT. All Options shall be evidenced by a written
Award Agreement between the Corporation and the Participant. The Award
Agreement shall include such provisions as may be specified by the
Committee.

7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

(a) EXERCISE PRICE. The exercise price per share of Stock shall be
set by the Committee, provided that the exercise price for any Incentive
Stock Option shall not be less than the Fair Market Value as of the date of
the grant.

(b) EXERCISE. In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.

(1) The Incentive Stock Option shall lapse ten years after it is
granted, unless an earlier time is set in the Award Agreement.

(2) The Incentive Stock Option shall lapse three months after the
Participant's termination of employment, if the termination of
employment was (i) attributable to Disability or Retirement or (ii) for
any other reason, provided that the Committee has approved, in writing,
the continuation of any Incentive Stock Option outstanding on the date
of the Participant's termination of employment.

(3) If the Participant separates from employment other than as
provided in paragraph (2), the Incentive Stock Option shall lapse at the
time of the Participant's termination of employment.

(4) If the Participant dies before the Option lapses pursuant to
paragraph (1), (2) or (3), above, the Incentive Stock Option shall
lapse, unless it is previously exercised, on the earlier of (i) the date
on which the Option would have lapsed had the Participant lived and had
his employment status (i.e., whether the Participant was employed by the
Corporation on the date of his death or had previously terminated
employment) remained unchanged; or (ii) one year after the date of the
Participant's death. Upon the Participant's death, any exercisable
Incentive Stock Options may be exercised by the Participant's legal
representative or representatives, by the person or persons entitled to
do so under the Participant's last will and testament, or, if the
Participant shall fail to make testamentary disposition of such
Incentive Stock Option or shall die intestate, by the person or persons
entitled to receive such Incentive Stock Option under the applicable
laws of descent and distribution.

(d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00.

(e) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to
any individual who, at the date of grant, owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of
the Corporation or any Subsidiary unless the exercise price per share of
such Option is at least 110% of the Fair Market Value per share of Stock at
the date of grant and the Option expires no later than five years after the
date of grant.

(f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an Incentive
Stock Option may be made pursuant to the Plan after the day immediately
prior to the tenth anniversary of the Effective Date.

(g) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.

A-5
<PAGE> 32

ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1. GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation
Right, the Participant to whom it is granted has the right to receive the
excess, if any, of:

(1) The Fair Market Value of one share of Stock on the date of
exercise; over

(2) The grant price of the Stock Appreciation Right as determined
by the Committee, which shall not be less than the Fair Market Value of
one share of Stock on the date of grant in the case of any SAR related
to an Incentive Stock Option.

(b) OTHER TERMS. All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement. The terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other
terms and conditions of any Stock Appreciation Right shall be determined by
the Committee at the time of the grant of the Award and shall be reflected
in the Award Agreement.

ARTICLE 9

PERFORMANCE SHARES

9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant. All
Awards of Performance Shares shall be evidenced by an Award Agreement.

9.2. RIGHT TO PAYMENT. A grant of Performance Shares gives the Participant
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter. The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

9.3. OTHER TERMS. Performance Shares may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

ARTICLE 10

RESTRICTED STOCK AWARDS

10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter.

10.3. FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited and reacquired by the Corporation;
provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from

A-6
<PAGE> 33

specified causes, and the Committee may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.

10.4. CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Corporation shall retain physical possession of the certificate until such
time as all applicable restrictions lapse.

ARTICLE 11

DIVIDEND EQUIVALENTS

11.1 GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to dividends with respect to all or a portion of the
number of shares of Stock subject to an Option Award or SAR Award, as determined
by the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

ARTICLE 12

OTHER STOCK-BASED AWARDS

12.1. GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Subsidiaries. The Committee shall determine the terms
and conditions of such Awards.

ARTICLE 13

PROVISIONS APPLICABLE TO AWARDS

13.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the
Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

13.2. EXCHANGE PROVISIONS. The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 14.1), based on the terms and conditions the Committee
determines and communicates to the Participant at the time the offer is made.

13.3. TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant.

13.4. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Corporation or a Subsidiary on the grant or

A-7
<PAGE> 34

exercise of an Award may be made in such form as the Committee determines at or
after the time of grant, including without limitation, cash, Stock, other
Awards, or other property, or any combination, and may be made in a single
payment or transfer, in installments, or on a deferred basis, in each case
determined in accordance with rules adopted by, and at the discretion of, the
Committee.

13.5. LIMITS ON TRANSFER. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Corporation or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Corporation or a Subsidiary. No Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order as defined in Section 414(p)(1)(B) of the Code, if the order
satisfies Section 414(p)(1)(A) of the Code.

13.6 BENEFICIARIES. Notwithstanding Section 13.5, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If the Participant is married, a designation of a person other
than the Participant's spouse as his beneficiary with respect to more than 50
percent of the Participant's interest in the Award shall not be effective
without the written consent of the Participant's spouse. If no beneficiary has
been designated or survives the Participant, payment shall be made to the person
entitled thereto under the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.

13.7. STOCK CERTIFICATES. All Stock certificates delivered under the Plan
are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock.

13.8 ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any other
provision in the Plan or any Participant's Award Agreement to the contrary, upon
the Participant's death or Disability, all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised shall become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights Awards shall then
lapse in accordance with the other provisions of the Plan and the Award
Agreement. To the extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Non-Qualified Stock Options.

13.9 ACCELERATION UPON CERTAIN EVENTS. In the event of (i) the
commencement of a public tender offer for all or any portion of the Stock, (ii)
a proposal to merge, consolidate or otherwise combine with another corporation
is submitted to the stockholders of the Corporation for approval, or (iii) the
Board approves any transaction or event that would constitute a change of
control of the Corporation of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its
sole discretion declare all outstanding Options, Stock Appreciation Rights, and
other Awards in the nature of rights that may be exercised to become fully
exercisable, and/or all restrictions on all outstanding Awards to lapse, in each
case as of such date as the Committee may, in its sole discretion, declare,
which may be on or before the consummation of such tender offer or other
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

A-8
<PAGE> 35

ARTICLE 14

CHANGES IN CAPITAL STRUCTURE

14.1. GENERAL. In the event a stock dividend is declared upon the Stock,
the shares of Stock then subject to each Award shall be increased
proportionately without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed into or exchanged for a different number or
class of shares of stock or securities of the Corporation or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, there shall be substituted for
each such share of Stock then subject to each Award the number and class of
shares into which each outstanding share of Stock shall be so exchanged, all
without any change in the aggregate purchase price for the shares then subject
to each Award.

ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION

15.1. AMENDMENT, MODIFICATION AND TERMINATION. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend or
modify the Plan. However, without approval of the stockholders of the
Corporation or other conditions (as may be required by the Code, by the insider
trading rules of Section 16 of the 1934 Act, by any national securities exchange
on which the Stock is listed or reported, or by a regulatory body having
jurisdiction), no such termination, amendment, or modification may:

(a) Increase the total number of shares of Stock that may be issued
under the Plan, except as provided in Section 14.1;

(b) Modify the eligibility requirements for participation in the Plan;
or

15.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification
of the Plan shall adversely affect any Award previously granted under the Plan,
without the written consent of the Participant.

ARTICLE 16

GENERAL PROVISIONS

16.1. NO RIGHTS TO AWARDS. No Participant or employee shall have any claim
to be granted any Award under the Plan, and neither the Corporation nor the
Committee is obligated to treat Participants and employees uniformly.

16.2. NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.

16.3. WITHHOLDING. The Corporation or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.

16.4. NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Corporation or any
Subsidiary to terminate any Participant's

A-9
<PAGE> 36

employment at any time, nor confer upon any Participant any right to continue in
the employ of the Corporation or any Subsidiary.

15.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Corporation or any Subsidiary.

16.6. INDEMNIFICATION. To the extent allowable under applicable law, each
member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

16.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Subsidiary.

16.8. EXPENSES. The expenses of administering the Plan shall be borne by
the Corporation and its Subsidiaries.

16.9. TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

16.10. GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

16.11. FRACTIONAL SHARES. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

16.12. SECURITIES LAW COMPLIANCE. With respect to any person who is, on
the relevant date, obligated to file reports under Section 16 of the 1934 Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
void to the extent permitted by law and voidable as deemed advisable by the
Committee.

16.13. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Corporation
to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, any of the shares of Stock paid under the Plan. If
the shares paid under the Plan may in certain circumstances be exempt from
registration under the 1933 Act, the Corporation may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.

16.14. GOVERNING LAW. To the extent not governed by federal law, the Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Florida.

A-10
<PAGE> 37
APPENDIX B

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

FOR WITHHELD FOR AGAINST ABSTAIN

Election of / / / / 2. Approval of the adoption of the Seacoast / / / / / /
Directors Banking Corporation of Florida 1996
(See Reverse) Long-Term Incentive Plan.

For, except vote withheld from the
following nominee(s)
- ---------------------------------- 3. The certification of the appointment of
Arthur Andersen LLP as auditors for Seacoast
for the fiscal year ending Decmeber 31, 1996.

PLEASE MARK, SIGN BELOW, DATE, AND RETURN THIS PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE.

Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee, or guardian,
please give full name as such. If a corporation, please
sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.

-------------------------------------------------------------

-------------------------------------------------------------
SIGNATURE(S) DATE

FOLD AND DETACH HERE

</TABLE>

[SEACOAST BANKING CORPORATION OF FLORIDA LOGO]
- ------------------------------------------------------------------------------
March 15, 1996

TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:

You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of Seacoast Banking Corporation of Florida, which will be held at
the Indian River Plantation Beach Resort, Hutchinson Island, 555 N.E. Ocean
Boulevard, Stuart, Florida, on Thursday, April 25, 1996, at 3:00 p.m.

The accompanying Notice of Annual Meeting and Proxy Statement describe
the items to be considered and acted upon by the shareholders.

Whether or not you plan to attend this meeting, please sign, date and
return your proxy form above as soon as possible so that your shares can be
voted at the meeting in accordance with your instructions. If you are able to
attend the meeting, you may revoke your proxy and vote your shares in person,
even if you have previously returned your proxy. It is very important that your
stock be repesented.

Sincerely,

Dennis S. Hudson, III
Secretary

<PAGE> 38
CLASS A COMMON STOCK

SEACOAST BANKING CORPORATION OF FLORIDA
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 25, 1996

The undersigned hereby appoints William R. Hahl and Bonny L. Turner, or
either of them, each with full power of substitution, as proxies, to vote all
shares of the Class A Common Stock of Seacoast Banking Corporation of Florida
("Seacoast") which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders to be held at Indian River Plantation Beach Resort,
Salons III & IV, Hutchinson Island, 555, N.E. Ocean Boulevard, Stuart, Florida
on Thursday, April 25, 1996 at 3:00 P.M., local time, and at any adjournments
thereof.

SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD AND ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION AS TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME
BEFORE THIS MEETING. IF NO DIRECTION IS SPECIFIED, SAID PROXIES WILL VOTE IN
FAVOR OF PROPOSALS I, II AND III.

1. FOR, or WITHHOLD, authority to vote for the election of 8 directors to
serve until the annual meeting of shareholders in 1997 and until their
successors are elected and have been qualified:

NOMINEES: Jeffrey C. Bruner, John H. Crane, Evans Crary, Jr., Dale M.
Hudson, Dennis S. Hudson, Jr., Dennis S. Hudson III, John R.
Santaraicro, Jr., and Thomas H. Thurlow, Jr.

FOLD AND DETACH HERE

<PAGE> 39

FOR WITHHELD FOR AGAINST ABSTAIN

Election of / / / / 2. Approval of the adoption of the Seacoast / / / / / /
Directors Banking Corporation of Florida 1996
(See Reverse) Long-Term Incentive Plan.

PLEASE MARK, SIGN BELOW, DATE, AND RETURN THIS PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE.

-------------------------------------------------------------

-------------------------------------------------------------
SIGNATURE(S) DATE

FOLD AND DETACH HERE

</TABLE>

[SEACOAST BANKING CORPORATION OF FLORIDA LOGO]
- ------------------------------------------------------------------------------
March 15, 1996

TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:

The accompanying Notice of Annual Meeting and Proxy Statement describe
the items to be considered and acted upon by the shareholders.

Sincerely,

Dennis S. Hudson, III
Secretary

<PAGE> 40
CLASS B COMMON STOCK

SEACOAST BANKING CORPORATION OF FLORIDA
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 25, 1996

The undersigned hereby appoints James A. Morris and John B. Turgeon, or
either of them, each with full power of substitution, as proxies, to vote all
shares of the Class B Common Stock of Seacoast Banking Corporation of Florida
("Seacoast") which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders to be held at Indian River Plantation Beach Resort,
Salons III & IV, Hutchinson Island, 555, N.E. Ocean Boulevard, Stuart, Florida
on Thursday, April 25, 1996 at 3:00 P.M., local time, and at any adjournments
thereof.

1. FOR, or WITHHOLD, authority to vote for the election of 8 directors to
serve until the annual meeting of shareholders in 1997 and until their
successors are elected and have been qualified:

NOMINEES: Jeffrey C. Bruner, John H. Crane, Evans Crary, Jr., Dale M.
Hudson, Dennis S. Hudson, Jr., Dennis S. Hudson III, John R.
Santaraicro, Jr., and Thomas H. Thurlow, Jr.

FOLD AND DETACH HERE