March 20, 2008

TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:

     You are cordially invited to attend the 2008 Annual Meeting of Shareholders of Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”), which will be held at the Port St. Lucie Community Center, 2195 S.E. Airoso Boulevard, Port St. Lucie, Florida, on Thursday, May 8, 2008, at 3:00 P.M., Local Time (the “Meeting”).

     Enclosed are the Notice of Meeting, Proxy Statement, Proxy and our 2007 Annual Report to Shareholders (the “Annual Report”). At the Meeting, you will be asked to consider and vote upon the proposals outlined in the Notice of Meeting and described in detail in the Proxy Statement. We hope you can attend the Meeting and vote your shares in person. In any case, we would appreciate you completing the enclosed Proxy and returning it to us as soon as possible. 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.

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

Sincerely,

Dennis S. Hudson, III
Chairman & Chief Executive Officer

SEACOAST BANKING CORPORATION OF FLORIDA
815 Colorado Avenue
Stuart, Florida 34994

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2008

     Notice is hereby given that the 2008 Annual Meeting of Shareholders of Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) will be held at the Port St. Lucie Community Center, 2195 S.E. Airoso Boulevard, Port St. Lucie, Florida, on Thursday, May 8, 2008, at 3:00 P.M., Local Time (the “Meeting”), for the following purposes:

	1.		Elect Directors. To re-elect five Class III directors;
	2.		Approve and Adopt the Seacoast 2008 Long-Term Incentive Plan. To consider and act upon a proposal to approve and adopt Seacoast’s 2008 Long-Term Incentive Plan;
	3.		Adjournment of the Annual Meeting. To grant the proxy holders discretionary authority to vote to adjourn the Meeting for up to 120 days to allow for the solicitation of additional proxies in the event that there are insufficient shares voted at the Meeting, in person or by proxy, to approve Proposal 2; and
	4.		Other Business. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

     The enclosed Proxy Statement explains these proposals in greater detail. We urge you to read these materials carefully.

     Only shareholders of record at the close of business on February 29, 2008 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

Dennis S. Hudson, III
Chairman & Chief Executive Officer

March 20, 2008

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
May 8, 2008

INTRODUCTION

General

     This Proxy Statement is being furnished to the shareholders of Seacoast Banking Corporation of Florida, a Florida corporation (“Seacoast” or the “Company”), in connection with the solicitation of proxies by Seacoast’s Board of Directors from holders of Seacoast’s common stock (“Common Stock”) for use at the 2008 Annual Meeting of Shareholders of Seacoast to be held on May 8, 2008, and at any adjournments or postponements thereof (the “Meeting”). Unless otherwise clearly specified, the terms “Company” and “Seacoast” include the Company and its subsidiaries.

     The Meeting is being held to consider and vote upon the proposals summarized below under “Summary of Proposals” and described in greater detail elsewhere herein. Seacoast’s Board of Directors knows of no other business that will be presented for consideration at the Meeting other than the matters described in this Proxy Statement.

     The 2007 Annual Report to Shareholders (“Annual Report”), including financial statements for the fiscal year ended December 31, 2007, accompanies this Proxy Statement. These materials are first being mailed to the shareholders of Seacoast on or about March 20, 2008.

     The principal executive offices of Seacoast are located at 815 Colorado Avenue, Stuart, Florida 34994, and its telephone number is (772) 287-4000.

Summary of Proposals

     The proposals to be considered at the Meeting may be summarized as follows:

Proposal 1.		To re-elect five Class III directors;
Proposal 2.		To consider and act upon a proposal to approve and adopt Seacoast’s 2008 Long-Term Incentive Plan;
Proposal 3.		To grant the proxy holders discretionary authority to vote to adjourn the Meeting for up to 120 days to allow for the solicitation of additional proxies in the event that there are insufficient shares voted at the Meeting, in person or by proxy, to approve Proposal 2; and
Proposal 4.		To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Quorum and Voting Requirements

     Holders of record of shares of the Company’s Common Stock, as of the Record Date (as defined below) are entitled to one vote per share on each matter to be considered and voted upon at the Meeting. As of the Record Date, there were 19,106,896 shares of Common Stock issued, outstanding and entitled to be vote, which were held by approximately 1,477 holders of record.

     To hold a vote on any proposal, a quorum must be present, which is a majority of the total votes entitled to be cast by the holders of the outstanding shares of Common Stock. 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 and broker non-votes, will be counted. A “broker non-vote” occurs when a nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

     Proposal 1 requires approval by a “plurality” of the votes cast at the Meeting. This means that Proposal 1 will be approved if more votes cast at the Meeting are voted in favor of the proposal than are voted against the proposal. Votes withheld are not counted as votes against the proposal. Neither abstentions nor broker non-votes will be counted as votes cast for purposes of determining whether the proposal has received sufficient votes for approval.

     Proposals 2 and 3 require approval by the affirmative vote of a majority of votes cast at the Meeting. Neither abstentions nor broker non-votes will be counted as votes cast for purposes of determining whether the proposal has received sufficient votes for approval.

     Unless otherwise required by the Company’s Articles of Incorporation or Bylaws or the Florida Business Corporation Act, or by applicable law, any other proposal that is properly brought before the Meeting will require approval by the affirmative vote of a majority of all votes cast at the Meeting. With respect to any such proposal, neither abstentions nor broker non-votes will be counted as votes cast for purposes of determining whether the proposal has received sufficient votes for approval.

     Directors and executive officers of the Company beneficially hold approximately 21.80 percent of all the votes entitled to be cast at the Meeting.

Record Date, Solicitation and Revocability of Proxies

     The Board of Directors of Seacoast has fixed the close of business on February 29, 2008 as the record date (“Record Date”) for determining the 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.

     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 Proxies. If a valid Proxy is returned and no instructions are indicated, such shares of Common Stock will be voted FOR Proposals 1, 2, and 3, and in the discretion of the proxy holder as to any other matter that may come properly before the Meeting.

     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: Sharon Mehl, Secretary.

     The Company has a Dividend Reinvestment and Stock Purchase Plan (the “Reinvestment Plan”) administered by Continental Stock Transfer and Trust Company (“Continental”), as Trustee. Under the provisions of the Reinvestment Plan, shares of Common Stock are acquired and held in book entry form by Continental for participating shareholders. Shares held in a participant’s plan account will be combined and voted at the Annual Meeting in the same manner in which the participant votes those shares registered in his or her own name either by proxy or in person.

     If you are a participant in the Company’s Employee Stock Purchase Plan and/or the Retirement Savings Plan for Employees of Seacoast National Bank, you are asked to vote the shares held in your account separately. Plan shares not voted by participants will be voted by the plan administrator or trustee in accordance with the terms of each respective plan.

PROPOSAL 1

ELECTION OF DIRECTORS

General

     The Meeting is being held to, among other things, re-elect five Class III directors of Seacoast, each to serve a three year term and until their successors have been elected and qualified. The nominees have been nominated by the Nominating/Governance Committee of the Board of Directors. All of the nominees are presently directors of Seacoast. All of the nominees also serve as members of the Board of Directors of Seacoast’s principal banking subsidiary, Seacoast National Bank (the “Bank”). The members of the Boards of Directors of the Bank and the Company are the same except for Dennis J. Arczynski, H. Gilbert Culbreth, Jr., Marian B. Monroe and O. Jean Strickland, who are currently directors of the Bank only.

     As provided in Seacoast’s Articles of Incorporation, the Company’s Board of Directors is divided into three classes: Class I directors, who presently are serving a term expiring at the Company’s 2009 Annual Meeting of shareholders; Class II directors, who presently are serving a term expiring at the Company’s 2010 Annual Meeting of shareholders; and Class III directors, who presently are serving a term expiring at the Company’s 2008 Annual Meeting of shareholders. Currently, the Board is classified as follows:

Class		Term		Names of Directors
Class I		Term Expires at the 2009 Annual Meeting		Jeffrey C. Bruner Christopher E. Fogal Dale M. Hudson John R. Santarsiero, Jr.
Class II		Term Expires at the 2010 Annual Meeting		John H. Crane Jeffrey S. Furst Dennis S. Hudson, Jr. Thomas E. Rossin Thomas H. Thurlow, Jr.
Class III		Term Expires at the 2008 Annual Meeting		Stephen E. Bohner T. Michael Crook A. Douglas Gilbert Dennis S. Hudson, III Edwin E. Walpole, III

     Upon approval of Proposal 1, the Class III directors will be re-elected for a three-year term expiring at the Company’s 2011 Annual Meeting of shareholders.

     All shares represented by valid Proxies, and not revoked before they are exercised, will be voted in the manner specified therein. If a valid Proxy is submitted but no vote is specified, the Proxy will be voted FOR the election of each of the five nominees listed below. Although all nominees are expected to serve if elected, if any nominee is unable to serve, then the persons designated as Proxies will vote for the remaining nominees and for such replacements, if any, as may be nominated by Seacoast’s Nominating/Governance Committee. Proxies cannot be voted for a greater number of persons than the number of nominees specified herein (five persons). Cumulative voting is not permitted.

     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 election of the directors listed below.

     The nominees have been nominated by Seacoast’s Nominating/Governance Committee, and the Board of Directors unanimously recommends a vote “FOR” the election of all five nominees listed below.

     The tables below set forth the name and age of each nominee for director, as well as each incumbent director who is not a nominee and each 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 or her position and offices with Seacoast or the Bank, a brief description of his or her principal occupation and business experience, and the number of shares of Common Stock beneficially owned by him or her as of February 29, 2008. See “Corporate Governance” for more information on the director nominating process and board committees.

Nominees for Director

				Shares of		Percentage of
Name, Age, Director Class				Common Stock		Common
and Year First Elected or				Beneficially		Stock
Appointed a Director		Information About Nominees for Director		Owned(1)		Outstanding(1)
Stephen E. Bohner (55) Class III, 2003		Mr. Bohner has been president and owner of Premier Realty Group, a real estate company located in Sewalls Point, Florida since 1987.		7,072.2 (2)		(3)
T. Michael Crook (60) Class III, 2003(4)		Mr. Crook has been a principal with the public accounting firm of Proctor, Crook & Crowder, CPA, and P.A., located in Stuart, Florida, since 1979. He was previously a member of Barnett Bank of Martin County’s board of directors for 11 years.		12,697.4 (5)		(3)
A. Douglas Gilbert (67) Class III, 1990		Mr. Gilbert was named President of Seacoast and Vice Chairman of the Bank in July 2005. Mr. Gilbert has served as Chief Credit and Chief Operating Officer of Seacoast since July 1990. Previously, he served as Senior Executive Vice President of Seacoast and President of the Bank from June 1998 to July 2005, and Chief Operating and Credit Officer of the Bank from October 1994 to July 2005.		154,533.6 (6)		(3)
Dennis S. Hudson, III (52) Class III, 1984(7)		Mr. Hudson was named Chairman of Seacoast in July 2005, and has served as Chief Executive Officer of the Company since June 1998 and Chairman and Chief Executive Officer of the Bank since 1992. He served as President of Seacoast from June 1998 to July 2005. Mr. Hudson is also on the board of directors of Florida Public Utilities Company (ticker: FPU), a public gas and electric utilities company headquartered in West Palm Beach, Florida. He is also a member of the board of directors of the Miami Branch of the Federal Reserve Bank of Atlanta.		1,436,842.3 (8)			7.52	%

Nominees for Director (continued)

				Shares of		Percentage of
Name, Age, Director Class				Common Stock		Common
and Year First Elected or				Beneficially		Stock
Appointed a Director		Information About Nominees for Director		Owned(1)		Outstanding(1)
Edwin E. Walpole, III (72) Class III, 2006		Mr. Walpole has been the president, owner and director of Walpole Inc., a trucking transportation company in Okeechobee, Florida which covers the Southeastern U.S., since 1960. He served as chairman, president and chief executive officer of Big Lake Financial Corporation from 1985 until Big Lake was acquired by Seacoast in April 2006. He also owns Mountain Top Aviation, Seminole Land Company and Farmers Market Trading Post, and is president of Fort Drum Corporation, and vice president and director of Walpole Leasing Corporation, all located in South/Central Florida.		250,622 (9)			1.31	%

Directors

				Shares of		Percentage of
Name, Age, Director Class				Common Stock		Common
and Year First Elected or				Beneficially		Stock
Appointed a Director		Information About Incumbent Directors		Owned(1)		Outstanding(l)
Jeffrey C. Bruner (57) Class I, 1983(4)		Mr. Bruner has been a self-employed real estate investor in Stuart, Florida since 1972.		65,905.1 (10)		(3)
John H. Crane (78) Class II, 1983		Mr. Crane is retired, but served as vice president of C&W Fish Company, Inc., a fish processing plant located in the Stuart, Florida area, from 1982 through 2000. He also served as President of Krauss & Crane, Inc., an electrical contracting firm located in Stuart, Florida, from 1957 through 1997.		32,962 (11)		(3)
Christopher E. Fogal (56) Class I, 1997		Mr. Fogal, a certified public accountant, has been a managing partner of Fogal & Associates, a public accounting firm located in Ft. Pierce, Florida, since 1979.		30,137 (12)		(3)
Jeffrey S. Furst (65) Class II, 1997		Mr. Furst was elected Property Appraiser for St. Lucie County, Florida in 2000. He has been a real estate broker since 1973 and is the former owner of Sun Realty, Inc. in Port St. Lucie, Florida.		166,470.4 (13)		(3)

Directors (continued)

				Shares of
Name, Age, Director Class				Common Stock				Percentage of
and Year First Elected or				Beneficially				Common Stock
Appointed a Director		Information About Incumbent Directors		Owned (1)				Outstanding (l)
Dale M. Hudson (73) Class I, 1983 (7)		Mr. Hudson became Vice Chairman of Seacoast in July 2005, after serving as Chairman since June 1998. He previously served as Chief Executive Officer of Seacoast from 1992 to June 1998, as President of Seacoast from 1990 to June 1998, and as Chairman of the Board of the Bank from September 1992 to June 1998.		1,606,982.7		(14)			8.41	%
Dennis S. Hudson, Jr. (80) Class II, 1983(7)		Mr. Hudson served as Chairman of the Board of Seacoast from 1990 to June 1998, when he retired from his position as Chairman.		1,345,696		(15)		7.04	%
Thomas E. Rossin (74) Class II, 2004		Mr. Rossin has been a practicing attorney in West Palm Beach, Florida, since 1993. He served as a Florida State Senator from 1994 to 2002, the last two years as minority leader, and was a candidate for Florida Lt. Governor in 2002. Prior to his political career, he served as president, chief executive officer and director of The Flagler Bank Corporation, located in West Palm Beach, Florida, from 1974 to 1993.		4,000		(3)
John R. Santarsiero, Jr. (63) Class I, 1983		Mr. Santarsiero has been president, chief executive officer and chairman of SunCepts, Inc. since 2001. SunCepts, based in Stuart, Florida, is a holding company with two primary divisions: the hides™ Division which develops, markets and sells patented eyeglass accessories, and MediCepts, Inc. which designs, produces, markets, and distributes products and services for spinal wellness.			25,680			(3)
Thomas H. Thurlow, Jr. (71) Class II, 1983 (7)		Mr. Thurlow is a retired member of, and counsel to, Thurlow & Thurlow, P.A., a law firm in Stuart, Florida. He has practiced law in Stuart, Florida since 1961.		39,407.2		(15)		(3)

Non-Director Executive Officers

				Shares of
Name, Age, and Year				Common				Percentage of
First Elected or				Stock				Common
Appointed an				Beneficially				Stock
Executive Officer		Information About Nominees for Director		Owned (1)				Outstanding(l)
C. William Curtis, Jr. (69) 1995		Until his retirement on January 31, 2008, Mr. Curtis served as Senior Executive Vice President and Chief Banking Officer of Seacoast and the Bank from October 1995 and Chairman of the Bank’s Indian River County operations from July 2006.		101,591 (17)				(3)
William R. Hahl (59) 1990		Mr. Hahl, Executive Vice President of the Finance Group, has served as the Chief Financial Officer of Seacoast and the Bank since July 1990.		87,836.2 (18)				(3)
O. Jean Strickland (48) 1997		Ms. Strickland was appointed to the Bank’s Board of Directors in September 2005. She was named Senior Executive Vice President of Seacoast and President and Chief Operating Officer of the Bank in July 2005. She served as Executive Vice President, Systems and Operations Division, of Seacoast and the Bank and President of the Bank’s Palm Beach County operations from November 2002 to July 2005.		61,780.1 (19)				(3)
Nominees, directors and executive officers as a group (17 persons)					4,303,437.2				22.52	%

CORPORATE GOVERNANCE

Independent Directors

     The Company’s Common Stock is listed on the Nasdaq Global Select Market. Nasdaq requires that a majority of the Company’s directors be “independent,” as defined by the Nasdaq’s rules. Generally, a director does not qualify as an independent director if the director (or, in some cases, a member of a director’s immediate family) has, or in the past three years had, certain relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that a majority of the Company’s directors are independent directors under the Nasdaq rules. The Company’s independent directors are: Stephen E. Bohner, John H. Crane, T. Michael Crook, Christopher E. Fogal, Jeffrey S. Furst, Thomas E. Rossin, John R. Santarsiero, Jr., and Edwin E. Walpole, III.

Independent Director Meetings in Executive Sessions

     The Company’s independent directors have established a policy to meet separately from the other directors in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Company’s independent directors. Thomas E. Rossin serves as the Company’s Lead Independent Director who presides at executive sessions of the independent directors. Any independent director may call an executive session of independent directors at any time. The independent directors met in executive session four times in 2007.

Director Nominating Process

     The Nominating/Governance Committee annually reviews and makes recommendations to the full Board regarding the composition and size of the Board so that the Board consists of members with the proper expertise, skills, attributes and personal and professional backgrounds needed by the Company, consistent with applicable Nasdaq and regulatory requirements.

     The Company’s Nominating/Governance Committee identifies nominees for directors primarily based upon suggestions from current directors and executives. Director candidates are interviewed by the Chairman of the Nominating/Governance Committee and at least one other member of the Nominating/Governance Committee. The full Board formally nominates candidates for director to be included in the slate of directors presented for shareholder vote based upon the recommendations of the Nominating/Governance Committee following this process.

     Each Director must have the qualifications, if any, set forth in the Company’s Bylaws, as well as the following minimum qualifications:

	•		The highest ethical character, an appropriate personal and professional reputation, and must share the values of the Company as reflected in its Code of Conduct;
	•		The ability to exercise sound business judgment; and
	•		Substantial business or professional experience and be able to offer meaningful advice and guidance to the Company’s management based on that experience.

     The Nominating/Governance Committee also considers numerous other qualities, skills and characteristics when evaluating Director Nominees, such as:

	•		An understanding of and experience in the financial services industry, as well as accounting, finance, legal or real estate expertise;
	•		Leadership experience with public companies or other major organizations, as well as civic and community relationships; and
	•		Qualifications as an Independent Director.

     Any Company shareholder entitled to vote generally in the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend, pursuant to Section 6.03 of the Company’s Articles of Incorporation, to the Company’s Nominating/Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994. To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of the Company’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that the Company mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders. Recommendations meeting these requirements will be brought to the attention of the Company’s Nominating/Governance Committee. Candidates for director recommended by shareholders are afforded the same consideration as candidates for director identified by Company directors, executive officers or search firms, if any, employed by the Company. In 2007, there were no shareholder nominee recommendations received, and no third party search firms were used to identify director candidates.

Shareholder Communications

     The Company’s Corporate Governance Guidelines provide for a process by which shareholders may communicate with the Board, a Board committee or the non-management directors as a group, or other individual directors. Shareholders who wish to communicate with the Board, a Board committee or any other directors or individual director may do so by sending written communications addressed to the Board of Directors of Seacoast Banking Corporation of Florida, a Board committee or such group of directors or individual director, c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994. All communications will be compiled by the Company’s Secretary and submitted to the Board, a committee of the Board or the appropriate group of directors or individual director, as appropriate, at the next regular meeting of the Board.

Corporate Governance Guidelines

     The Board has adopted Corporate Governance Guidelines that are available on the Company’s website at www.seacoastbanking.net, or without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, Stuart, Florida 34994.

Code of Conduct and Ethics

     The Board of Directors has adopted a Code of Conduct applicable to all directors, officers and employees and a Code of Ethics for Financial Professionals applicable to the Company’s chief executive officer and its chief financial officer, both of which are available on the Company’s website at www.seacoastbanking.net, or without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, Stuart, Florida 34994.

Board Meeting Attendance

     The Board of Directors held seven meetings during 2007. All of the directors attended at least 75 percent of the total number of meetings of the Board and committees on which they serve. All of the Company’s incumbent Directors were in attendance at the Company’s 2007 Annual Meeting, except Messrs. Bohner and Walpole. The Company encourages all its directors to attend its annual shareholders’ meetings and all meetings of the Board and committees on which the directors serve.

Board Committees

     Seacoast’s Board of Directors has three standing committees: the Salary and Benefits Committee, the Audit Committee and the Nominating/Governance Committee. The Salary and Benefits Committee and the Audit Committee serve the same functions for the Company and the Bank.

     Salary and Benefits Committee. The Company’s Salary and Benefits Committee is currently composed of Messrs. Rossin (Chairman), Bohner, Santarsiero and Walpole, all of whom are independent directors. This Committee has the authority set forth in its Charter, and approved by the Board of Directors, including determining the compensation of the Company’s and the Bank’s key executive officers. The Committee is also responsible for preparing an annual report on executive compensation which is included herein under “Salary and Benefits Committee Report.” This Committee administers the provisions of the Company’s Profit Sharing Plan, Employee Stock Purchase Plan, the Company’s 1996 Long-Term Incentive Plan (the “1996 Incentive Plan”), the Company’s 2000 Long-Term Incentive Plan (the “2000 Incentive Plan”), the Executive Equity Compensation Program, the Executive Deferred Compensation Plan and the Directors Deferred Compensation Plan. If approved at the Meeting, the Salary and Benefits Committee will also administer the Company’s 2008 Long-Term Incentive Plan.

     The Salary and Benefits Committee has the resources and authority to discharge its responsibilities, including authority to retain and terminate any compensation consulting firms used to assist in carrying out its responsibilities, including sole authority to approve the consultant’s fees and other retention terms, with such fees to be borne by the Company. This Committee may delegate to a subcommittee consisting of two or more members of the Committee such of its duties and responsibilities as it deems appropriate and advisable. This Committee periodically reports its activities to the Board of Directors. The responsibilities and duties of the Salary and Benefits Committee are more fully set out in the Committee’s Charter, available on the Company’s website at www.seacoastbanking.net or upon written request. This committee held six meetings in 2007.

     Audit Committee. The Audit Committee is currently composed of Messrs. Fogal (Chairman), Crane, Crook and Furst, all of whom are independent directors. The Board of Directors has determined that Christopher E. Fogal is both “independent” under NASD rules and an “audit committee financial expert” as defined by the SEC. The Audit Committee has the responsibilities set forth in the Audit Committee Charter, as adopted by the full Board of Directors, available on the Company’s website at www.seacoastbanking.net or upon written request, including reviewing Seacoast and its subsidiaries’ financial statements and internal accounting controls, and reviewing reports of regulatory authorities and determining that all audits and examinations required by law are performed. It appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of the audit and management’s response thereto. The Audit Committee also reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff. The Audit Committee is responsible for overseeing the audit function and appraising the effectiveness of internal and external audit efforts. The Audit Committee also reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as related party transactions and changes to the Company’s Code of Ethics. The Audit Committee periodically

reports its findings to the Board of Directors. This Committee held six meetings in 2007. During two of the meetings the Audit Committee met in private session with the Internal Audit and Compliance Manager; during one of the meetings met in private session with our independent auditor and alone in executive session without members of management present; and during several of the meetings met in private session with individual members of management.

     Nominating/Governance Committee. The Nominating/Governance Committee is composed of Messrs. Furst (Chairman), Bohner, Rossin and Santarsiero, all of whom are independent directors. The purpose of this Committee is to identify individuals qualified to become members of the Board of Directors of the Company and/or the Bank, and recommend to the Board of the Company and the Bank the director nominees for the next annual meeting of shareholders. The Committee also takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the corporate governance guidelines applicable to the Company and monitoring Company compliance with these policies and guidelines for the purpose of nominating persons to serve on the Board. The responsibilities and duties of the Nominating/Governance Committee are more fully set out in the Committee’s Charter, available on the Company’s website at www.seacoastbanking.net or upon written request. This Committee held three meetings in 2007.

     In addition to the standing committees of the Seacoast’s Board of Directors, the Bank’s Board of Directors has the following standing committees: Executive Committee, Investment Committee, Trust Committee and the Directors Loan Committee. These Committees perform those duties customarily performed by similar committees at other financial institutions.

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 meeting of Company shareholders, to serve until the next annual meeting and until successors are chosen and qualified.

Management Stock Ownership

     As of February 29, 2008, based on available information, all directors and executive officers of Seacoast as a group (17 persons) beneficially owned approximately 4,164,742.9 outstanding shares of Common Stock, constituting 21.80 percent of the total number of shares of Common Stock outstanding at that date. In addition, as of the Record Date, various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 67,969 outstanding shares, or 0.36 percent of the outstanding shares, of Seacoast Common Stock, including shares held as trustee or agent of various Seacoast employee benefit and stock purchase plans. See “Quorum and Voting Requirements,” “Record Date, Solicitation and Revocability of Proxies” and “Principal Shareholders.”

COMPENSATION DISCUSSION & ANALYSIS

     Under SEC rules, the Company is required to provide certain data and information in regard to the compensation and benefits provided to its chief executive officer, chief financial officer and other executive officers, including the three other most highly compensated executive officers based on total compensation (collectively, the “Named Executive Officers”). The disclosure requirements for the Named Executive Officers include the use of tables and a discussion and analysis explaining the rationale and considerations that led to fundamental executive compensation decisions affecting these individuals.

     The SEC rules regarding disclosure of executive compensation were greatly altered by the SEC in 2006 for our proxy statements commencing with the 2007 proxy statement. In addition to new and different tables, greater emphasis is placed on providing discussion and analysis of our compensation practices. Further, the content of our Salary and Benefits Committee Report has been reduced. Accordingly, the information in this proxy statement is not directly comparable to the information contained in our proxy statements prior to 2007.

     The following discussion reflects Seacoast’s compensation philosophy as endorsed by our Board of Directors and its Salary and Benefits Committee and the resulting actions taken by Seacoast for the reporting periods shown in the various compensation tables. 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.

     General

     The Salary and Benefits Committee of the Board of Directors is composed of four members, all of whom are “independent directors”, as defined by Nasdaq. The Board of Directors designates the members and Chairman of such committee.

     Business Model and Competitive Environment

     The Company operates in highly competitive employment markets, characterized by population growth that is higher than both state and national growth averages. This growth, along with the concentration of wealth in its markets, makes Seacoast’s market area one of the most attractive regions in Florida for banks to operate. Subsequently, Seacoast competes for talent with large national and regional bank franchises who seek local executive and production personnel, and with small local bank franchises who seek executive level talent. Additionally, several super-community banks operate within the market, or have expansion plans to enter and capture market share, creating further competition to the Company for employees.

     In order to operate in this highly competitive market, the Company has implemented a complex business model that requires bankers who can leverage the best strategies of both the large and small banking institutions. Specifically, the Company’s size allows it to compete for larger commercial relationships, supported by a complete product offering which includes trust, investment services, private banking and specialty financing, in addition to more common consumer and business banking services. However, to compete with smaller community banks in its markets, the Company also maintains a relationship banking focus on both consumer and commercial business customer needs. We believe this dual strategy requires an organizational culture driven by the value systems of its employees—where disciplines such as taking high levels of personal responsibility, creating effective relationships and providing superior customer service, ultimately drive profitability.

     Compensation Policy

     The policies that govern the Salary and Benefits Committee’s executive compensation decisions are designed to:    1) attract and retain highly competent leaders and employees at all levels in the organization, and    2) 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 certain executive officers and others should be directly linked to Seacoast’s operating performance and that the achievement of performance objectives over time is the primary determinant of share price.

     The objectives of the Salary and Benefits Committee’s compensation strategy are to establish incentives for its executives and other key employees to achieve and maintain short-term and long-term operating performance goals for Seacoast, to link certain 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, performance-based executive officer compensation includes:

	•		annual cash compensation (base salary and short-term annual cash incentives); and
	•		equity compensation (restricted stock, stock options and stock-settled stock appreciation rights).

     Retirement benefits and other compensation include:

	•		profit sharing;
	•		employer matching contributions on deferred compensation; and
	•		supplemental disability insurance.

     Each of these elements of compensation is described in further detail below.

     During 2005, the Committee retained Clark Consulting, an independent consulting firm, to review the Company’s executive compensation program and to comment on its design, competitiveness, and effectiveness. The firm was paid a total of $120,533 in 2005 and 2006 for such services. The firm evaluated the Company’s business model and compared a number of Seacoast’s executive positions, including that of the Chief Executive Officer, President and Chief Operating Officer, to 20 other publicly held regional banks and bank holding companies in the southeastern United States that were identified by Clark Consulting as being comparable in size and performance. The average asset size of the peer group was $2.52 billion, based on data from the most recent fiscal year-end. The consultant’s report indicated that Seacoast’s return on average assets and net interest margin were close to the peer group median. Seacoast’s return on average equity and earnings per share growth were closer to the 75^th and 80^th percentile, respectively. Therefore, based on the 2005 review of performance and Seacoast’s operating strategy and model, the compensation for Seacoast’s executive officers and other key employees is targeted to the 75^th percentile.

     As a result of the review, in 2006 the Salary and Benefits Committee implemented additional measures to assist in the long-term retention of key executives and to better align compensation programs with corporate performance, including the adoption of a more clearly defined executive equity compensation program, as described in detail under “Long-Term Incentives” below.

     A discussion of the Company’s strategic goals for 2008 is contained under the “Management’s Discussion and Analysis” section of the Company’s Annual Report.

     In summary, Seacoast’s compensation program is designed to: 1) be competitive with compensation paid by other financial institutions of comparable size and performance in the southeastern United States, 2) reward managers for strong personal and Company performance, and 3) enable the Company to attract and retain key talent in its highly competitive markets. The Salary and Benefits Committee monitors the various guidelines that make up the program and adjusts them as necessary to continue to meet Company and shareholder objectives.

     Base Salary

     In establishing executive officer salaries, the Salary and Benefits Committee considers individual annual performance and contribution to the Company’s overall profitability, as well as the relationship of total compensation to similar positions in other banks identified as comparable by Clark Consulting. Changes in base salary to the Named Executive Officers are recommended by the chief executive officer based on performance results documented and measured annually, and the Salary and Benefits Committee reviews and approves such recommendations. The chief executive officer has authority to make base salary decisions for all other officers. A change in the base salary paid to the chief executive officer is recommended by the chief executive officer and considered and approved by the Salary and Benefits Committee, after meeting in executive session, generally on an annual basis. Information regarding salaries paid in the market is obtained annually through publicly available salary surveys and proxy statement data, and is used to evaluate Seacoast’s competitiveness in the employment market with its peers and competitors. Consultants selected by the Salary and Benefits Committee may also be used periodically to assess the competitiveness of the Company’s salaries. 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. Given the highly competitive employment market in South FFlorida and Seacoast’s business strategy, the base salary level for key executives is targeted at the 75^th percentile of comparable positions for above average performers.

     Short-Term Annual Cash Incentives

Key Manager Incentive Plan

     Seacoast’s Key Manager Incentive Plan seeks to align short-term cash compensation with individual performance and value created for the shareholders. Each year in January at the recommendation of the chief executive officer, the Salary and Benefits Committee approves three or four high-priority nonfinancial goals that relate to the strategic plan and an earnings per share (“EPS”) target based on the annual budget approved by the full Board. The growth rate in budgeted EPS over the prior year is used as a guide in determining the funding level for

this annual incentive. Funding is dependent on Seacoast attaining the defined threshold performance for earnings per share shown below and achieving the predetermined nonfinancial goals for the year. Funding in excess of threshold is based solely on the achievement of EPS growth of 5% or higher over prior year. Earnings growth of 12% or higher over prior year is required for the highest level of funding to be considered. If annual performance goals are not reached or are exceeded, the plan funding is adjusted accordingly, as shown below. According, the Salary and Benefits Committee approves the funding pool based on the following guidance:

Performance Level		Definition		Funding
Below Threshold		Less than 90% of EPS goal		None
Threshold		90% of EPS goal and nonfinancial goals are achieved		50% of target funding amount
Target		100% of EPS goal and nonfinancial goals are achieved		100% of target funding amount
Target +		110% of EPS goal and nonfinancial goals are achieved		125% of target funding amount*
				*150% of target funding amount for Tier 1 participants

     Using recommendations made by the Company’s chief executive officer, awards are made by the Salary and Benefits Committee 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. The individual payouts to the chief executive officer and president are approved by the Salary and Benefits Committee. As specified in the plan, the payout schedule is designed to pay a smaller number of key officers the highest level of funded cash incentives to ensure that a meaningful reward is provided to our 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, Company and personal objectives, 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.

     Participants in the Key Manager Incentive Plan are classified into three tiers, representing a group of officers whose positions and responsibilities are similar. Three of the Named Executive Officers are participants under Tier 1 of the Key Manager Incentive Plan: Dennis S. Hudson, III, William R. Hahl, and O. Jean Strickland. Mr. Gilbert’s participation in the plan ended with the execution of the Executive Transition Agreement described under “Employment and Change in Control Agreements”. The performance of Tier 1 participants is weighted 50 percent on corporate performance and 50 percent on the achievement of individual goals. Tier 2 participants (11 persons) are line of business and support executive officers who do not receive annual incentive compensation under other Company performance based plans. Tier 3 participants (5 persons) are other key managers who do not receive annual incentive compensation under other Company performance based plans. Performance for Tier 2 and 3 participants is weighted 25 percent on corporate performance and 75 percent on the achievement of individual goals.

     Once the threshold has been met, incentive pools are then established for each tier group based on the percentage of the annual salaries for eligible participants. For Tier 1 participants, if awards are made, the pool is calculated at 30 percent of base salary for threshold performance, 60 percent for target performance and 90 percent for target plus performance. For Tier 2 participants, the pool is calculated at 15 percent of base salary for threshold performance, 30 percent for target performance and 37.5 percent for target plus performance. For Tier 3 participants, the pool is calculated at 10 percent of base salary for threshold performance, 20 percent for target performance and 25 percent for target plus performance. At the discretion of the Salary and Benefits Committee, if the performance results fall between the target and target plus annual performance goals, plan funding may be interpolated between target and target plus performance. Unless individual performance is unsatisfactory, the minimum payout when threshold performance is attained is 10 percent of base salary for Tier 1 participants, and five percent of base salary for Tier 2 and Tier 3 participants, in each case to ensure a meaningful reward for performance.

     Individual awards are distributed within 90 days after the plan year ends. Participants who terminate prior to distribution are ineligible to receive an award, unless terminated due to retirement, disability or death.

     Due to lower than threshold performance by the Company for the year, no awards were made under the Key Manager Incentive Plan in 2007.

     Long-Term Incentives

     The Salary and Benefits Committee believes that equity awards are important to achieving the objective of the compensation strategy to motivate and reward sustained high levels of performance and align the interests of key employees with those of the Company’s shareholders by rewarding capital appreciation and earnings growth.

     In 2006, based on its review of the recommendations of Clark Consulting, the Salary and Benefits Committee approved the adoption of an executive equity compensation program (the “Executive Equity Compensation Program”). The Executive Equity Compensation Program was implemented to provide greater structure around the granting of equity awards pursuant to the Company’s existing Long-Term Incentive Plans to key employees to motivate and more effectively compensate for extended levels of strong Company performance by setting achievement and reward levels in advance.

     In January 2008, the Salary and Benefits Committee accelerated the vesting on the time-based restricted stock previously granted to C. William Curtis, Jr. so that 3,400 shares of Common Stock became immediately and fully vested upon his retirement on January 31, 2008. This decision was made in recognition of Mr. Curtis’ 12 years of service to the Company.

Executive Equity Compensation Program

     The Equity Compensation Program provides a framework for annual grants of restricted stock and stock-settled stock appreciation rights under the Company’s 2000 Incentive Plan, and promotes the corporate objective of increasing executive stock ownership.

     Participants in the Equity Compensation Program are classified into five tiers, with each tier representing a group of officers whose positions and responsibilities are similar. Three of the Named Executive Officers are participants under Tier 1 of the Equity Compensation Program: Dennis S. Hudson, III, William R. Hahl, and O. Jean Strickland. Mr. Gilbert’s participation in the plan ended with the execution of the Executive Transition Agreement described under “Employment and Change in Control Agreements”. Tier 2 (5 persons) is comprised of regional presidents. Tier 3 (11 persons) includes line of business and support executive officers. Tier 4 (8 persons) is comprised of senior managers and division heads, and Tier 5 (19 persons) includes other key contributors.

     The Equity Compensation Program provides for the grant of equity awards to certain participants depending on the financial performance of the Company. The Salary and Benefits Committee establishes financial performance goals, upon which the size of the equity award, if any, will be determined. Awards in excess of the target performance goals can also be given for superior annual performance. The target and maximum amounts of the equity awards that each participant may receive is based upon a percentage of his or her base compensation, as follows:

		Target Award				Maximum Award
Tier 1			40	%			80	%
Tier 2			30	%			60	%
Tier 3			25	%			50	%
Tier 4			20	%			40	%
Tier 5		None				None

     Under the Equity Compensation Program, annual awards are made to participants. Participants may elect to receive one of the following: (1) 100 percent restricted stock, (2) 100 percent stock appreciation rights, or (3) 50 percent restricted stock and 50 percent stock-settled stock appreciation rights. The exercise price of the stock-settled

     stock appreciation rights (“SSARs”) is based on the closing sale price of the Company’s Common Stock on the Nasdaq Global Select Market on the date of grant. Awards granted under the Equity Compensation Program vest in four equal annual installments beginning on the second anniversary of the date of grant, subject to the continued employment of the recipient. In order to attract and retain executives in a market where acquisitions are common, vesting of these awards accelerates in full in the event of the participant’s death or disability, or upon the occurrence of a change of control of the Company. All SSARs are settled in shares of Company common stock. The participant has full voting and dividend rights with respect to the restricted stock during the vesting period.

     In early 2007, the Salary and Benefits Committee authorized equity awards under the Equity Compensation Program based on 2006 performance. The awards were made to 28 key employees, including all of the Named Executive Officers, under the 2000 Incentive Plan. As provided in the program, each award recipient elected either restricted stock, SSARs, or a combination of both. After the elections were made, restricted stock awards totaling 45,788 shares of Common Stock were made to 11 key managers, including three of the Named Executive Officers. Twenty employees elected all or a portion of their awards in SSARs, including three of the Named Executive Officers. A total of 305,983 SSARs were issued. The Company expects to continue to make such awards under the Equity Compensation Program annually in the first quarter of each year. The individual awards to the Named Executive Officers are disclosed in the “Grants of Plan-Based Awards” table.

     The Equity Compensation Program also provides for a bonus stock matching program under which participants may elect to use a percentage of their annual cash bonus, if any, to purchase shares of Company common stock. This matching program is intended to facilitate the stock ownership guidelines described below, which will align shareholder and management interests. If the participant makes such an election, the Company matches a percentage of the shares purchased with the participant’s cash bonus by granting the participant an award of restricted stock under the 2000 Incentive Plan. All tiers of participants are eligible for participation in the bonus stock matching program. The percentage of shares matched by the Company varies depending on the participant’s tier group. Under the bonus stock matching program, the Tier 1 group may use up to 50 percent of their annual cash bonus to purchase common stock, and the Company will match 50 percent of that amount in restricted stock. The maximum percentage of the annual cash bonus that each tier may use to purchase common stock, and the percentage of the Company match, is detailed below:

		Percentage of Annual				Company Match in
		Cash Bonus				Restricted Stock
Tier 1			50	%			50	%
Tier 2			30	%			50	%
Tier 3			30	%			50	%
Tier 4			25	%			50	%
Tier 5			25	%			100	%

     The Company common stock purchased under the bonus stock matching program by Section 16 insiders, which includes the Named Executive Officers, is issued as restricted stock subject to a one-year holding period. The individual awards to the Named Executive Officers under the bonus stock matching program, if any, are disclosed in the “Grants of Plan-Based Awards” table.

     As part of the Equity Compensation Program, the Board also established stock ownership guidelines for its officers and directors, as described below:

		Stock Ownership
Tier 1		3 times annual salary
Tier 2		2 times annual salary
Tier 3		2 times annual salary
Tier 4		1 times annual salary
Board Members		5 times annual retainer

     The Equity Compensation Program generally allow a participant to earn targeted ownership over a reasonable period, usually within five to seven years, provided individual and Company targets are achieved and provided the participant fully participates in the program.

Profit Sharing Plan

     Seacoast sponsors a Retirement Savings Plan for Employees of Seacoast National Bank and its affiliates, which is a tax-qualified, defined contribution plan (the “Profit Sharing Plan”). All employees who satisfy service eligibility requirements may participate in the plan. The Profit Sharing Plan has various features, including: 1) an employer matching contribution for salary deferrals of up to four percent of the employee’s compensation for each calendar quarter, 2) an annual retirement contribution, and 3) a profit sharing contribution.

     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. If the Board decides to make such a contribution, the contribution is allocated among eligible employees based on each employee’s “eligible compensation” as defined in the Profit Sharing Plan. At least 50 percent of this contribution (the “Non-Elective Profit Sharing Contribution”) is contributed to the employee’s Profit Sharing account. The balance (the “Elective Profit Sharing Contribution”) may be deferred into the Profit Sharing Plan or taken in cash by the employee, at the employee’s election. The Company matches 100 percent of any Elective Profit Sharing Contribution that is deferred into the Profit Sharing Plan.

     In addition, the Profit Sharing Plan has a feature under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) that allows employees to make voluntary “salary savings contributions” ranging from 1 percent to 75 percent 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” (as defined in the Profit Sharing Plan for each plan year), subject to certain statutory limitations. A retirement contribution is made on an annual discretionary basis by the Company of up to two percent of “retirement eligible compensation”, as defined in the Profit Sharing Plan.

     Salary Savings Contributions, rollover contributions, Elective Profit Sharing Contributions, and other voluntary contributions made by the participant, as well as any investment earnings on these contributions, are immediately vested. The Company contributions to the Profit Sharing Plan vest at the rate of 25 percent for each year the participant has worked at least 1,000 hours, with full vesting after four years of service. A participant becomes 100 percent vested in the event of death, disability or retirement on or after age 55.

     Each participant directs how his account in the Profit Sharing Plan is invested among the available investment vehicle options, which include a Company stock fund. The plan’s investment options are reviewed and selected annually by a committee appointed by the Board of Directors of the Company to administer the plan. The Board has appointed Marshall & Ilsley Trust Company N.A. (“M&I”), as trustee of the plan. The participant has full voting and dividend rights with respect to the Company stock held in the Profit Sharing Plan.

     Information on the individual contributions paid by the Company, as well as the individual benefits paid, to the Named Executive Officers during 2007 is contained in the “Summary Compensation Table” and “Components of All Other Compensation Table”.

Executive Deferred Compensation Plan

     The Bank offers the Executive Deferred Compensation Plan (“Deferred Compensation Plan”) designed to permit a select group of management and highly compensated employees, including the Named Executive Officers, to elect to defer a portion of their compensation until their separation from service with the Company, and to receive matching and other Company contributions which they are restricted from receiving because of legal limitations under the Company’s Profit Sharing Plan.

     The Deferred Compensation Plan was amended and restated in 2007 to reflect changes arising from requirements under Section 409A of the Code and the underlying final regulations. As a result, each participant account is separated, for accounting purposes, into sub-accounts to reflect: (1) contributions and investment gains or losses that were earned and vested on or before December 31, 2004 and any subsequent investment gains or losses thereon (the “Grandfathered Benefits”), and (2) contributions and earnings that were earned and vested after December 31, 2004 (the “Non-Grandfathered Benefits”).

     Compensation deferred by the participant to the Deferred Compensation Plan is immediately vested. The Company contributions to the Deferred Compensation Plan vest at the rate of 25 percent for each year of service the participant has accrued under the Profit Sharing Plan, with full vesting after four years of service. If a participant would become immediately vested in his Company contributions under the Profit Sharing Plan for any reason (such as death, disability, or retirement on or after age 55), then he would also become immediately vested in his account balance held in the Deferred Compensation Plan.

     Each participant directs how his account in the Deferred Compensation Plan is invested among the available investment vehicle options. The plan’s investment options are reviewed and selected annually by a committee appointed by the Board of Directors of the Company to administer the plan. While the plan committee is responsible for administration of the plan, it may appoint other persons or entities to perform any of its fiduciary or other functions. No earnings or dividends paid under the Deferred Compensation Plan are above-market or preferential.

     The assets of the Deferred Compensation Plan are held, invested and administered from a “Rabbi trust” established by the Company as a funding vehicle for the plan, and all amounts paid under the plan are paid in cash from the general assets of the Company. Nothing contained in the plan creates a trust or fiduciary relationship of any kind between the Company and a participant, beneficiary or other person having a claim to payments under the plan. A participant or beneficiary does not have an interest greater than that of an unsecured creditor.

     The plan’s Rabbi trust is administered pursuant to a trust agreement between the Company and M&I, Trustee of the trust. Under the trust agreement the Company has agreed to indemnify and to hold M&I harmless from and against all claims, expenses (including reasonable attorney fees), liabilities, damages, actions or other charges incurred by or assessed against M&I as a direct or indirect result of M&I’s reliance upon the directions, acts or omissions of the plan administrator, the Company, any investment advisor, or any participant of the plan or as a direct or indirect result of any act or omission of any other person charged under any agreement affecting the assets of the trust with investment responsibility with respect to such assets.

     Upon a participant’s separation from service with the Company, the participant will receive the balance of his account in cash in one of the following three forms specified by the participant at the time of initial deferral election, or subsequent amendment: (1) a lump sum; (2) monthly installments over a period not to exceed five years; or (3) a combination of an initial lump sum of a specified dollar amount and the remainder in monthly installments over a period not to exceed five (5) years. Upon death of the participant prior to the distribution of his account, the balance in the account shall be paid in a lump sum to the beneficiary or to the estate of the participant if no beneficiary is designated. In general, a participant may not change his initial election regarding the form of distribution of Non-Grandfathered Benefits. However, before the end of 2007 participants had the opportunity to make a one-time election to change their distribution election with respect to Non-Grandfathered Benefits.

     The plan includes a provision for a distribution to the participant prior to his separation from service with the Company of an amount in the participant’s account due to an unforeseeable emergency suffered by the participant. For this purpose, “unforeseeable emergency” has the meaning set forth in Section 409A(a)(2)(A)(vi) of the Code and the related regulations. Such withdrawal must be requested in writing by the participant and deemed necessary by, and in the sole discretion of, the chief executive officer of the Company. Notwithstanding the foregoing, if the chief executive officer of the Company requests an unforeseeable emergency distribution, the determination of whether the chief executive officer has suffered an unforeseeable emergency, and the amount to be distributed in relief thereof, shall be determined by a committee of three independent Board members, with such committee appointed by a majority of the Company’s independent directors.

     Earned contributions, earnings and balances in the individual accounts of the Named Executive Officers in 2007 are disclosed in the “Nonqualified Deferred Compensation” table.

Supplemental Disability Insurance

     The Bank provides supplemental disability insurance to certain members of executive management, including the Named Executive Officers, in excess of the maximum benefit of $10,000 per month provided under the group plan for all employees. The supplemental insurance provides a benefit up to 70 percent of the executive’s monthly pre-disability income based on the executive’s base salary and annual incentive compensation. Coverage can be converted and maintained by the individual participant after employment ends. The benefit may be reduced by income from other sources, and a partial benefit paid if a disabled participant is able to work on a part-time basis. In 2007, the Company paid a total of $27,245 for supplemental disability insurance for 25 of its executive officers, including $12,249 for the Named Executive Officers.

     The value of the supplemental disability insurance paid by the Company for the Named Executive Officers is included in the “Summary Compensation Table” under “Components of All Other Compensation Table” and disclosed in the footnote thereto.

Employment and Change in Control Agreements

     The Bank entered into an executive employment agreement with A. Douglas Gilbert on March 24, 1991. This agreement was subsequently amended on June 22, 2007 with the execution of an Executive Transition Agreement between the Company and Mr. Gilbert which provides for Mr. Gilbert’s anticipated retirement from full-time work on or before January 31, 2009 (the “Transition Agreement”). The Bank executed similar (unamended) executive employment agreements with Dennis S. Hudson, III on January 18, 1994, and with O. Jean Strickland on October 18, 2005. A similar (unamended) employment agreement with C. William Curtis, Jr. terminated with his retirement on January 31, 2008.

     All of these employment agreements contain certain non-competition, non-disclosure and non-solicitation covenants. Each such agreement also provides for 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 that certain events, including the acquisition of the Bank or the Company in a merger, consolidation or similar transaction, the acquisition of 51 percent 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 after a change in control, and in the event of a change in duties and 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.

     The Company entered into change in control employment agreements with Dennis S. Hudson, III and A. Douglas Gilbert on December 24, 2003. The change in control agreement with Mr. Gilbert was subsequently amended on June 22, 2007 with the execution of the Transition Agreement between the Company and Mr. Gilbert which is more fully described below. Each change in control agreement has a three-year term and provides for automatic one-year extensions unless expressly not renewed. A change in control must occur during this period (the “Change in Control Period”) to trigger the agreement. These agreements supersede the change-in-control provisions in the executive’s employment agreements with the Bank. The Company executed a similar change in control employment agreement with William R. Hahl on December 24, 2003, having a two-year Change in Control Period. A similar two-year change in control agreement with C. William Curtis, Jr. terminated with his retirement on January 31, 2008.

     Each of the change in control employment agreements provides that, once a change in control has occurred, the executive subject to the contract (the “Subject Executive”) and the Company agree to continue, for the Change in Control Period, the Subject Executive’s employment in the same position as held in the 120 days period prior to the change in control. If the Subject Executive is terminated for “cause” or resigns “without good reason”, as defined in the agreement, the Subject Executive will receive payment of the Subject Executive’s base salary and unused vacation through the date of termination and any previously accrued and deferred compensation (the “Accrued Obligations”). If the Subject Executive resigns for “good reason” or is terminated “without cause”, or resigns for any reason during a 30-day period specified in the contract, the Subject Executive will receive the Accrued Obligations and a bonus equal to the highest bonus earned by the Subject Executive for the previous three full fiscal years (“Highest Bonus”) multiplied by a fraction (the numerator of which is the number of days between January 1 and the Subject Executive’s date of termination and the denominator of which is 365), as well as an amount equal to what the Subject Executive’s annual base salary plus Highest Bonus would have been over the Change in Control Period. All unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Subject Executive as of the date of termination shall be immediately and fully vested as of the date of termination and, in the case of stock options, shall be fully exercisable as of the date of termination. The Company will also provide health and other welfare benefits to the Subject Executive for the duration of the Change in Control Period.

     The Transition Agreement with Mr. Gilbert defines the compensation arrangements, including salary, bonus and other benefits, between Mr. Gilbert and the Company during the transition period between the effective date of the Transition Agreement and his anticipated retirement date (the “Transition Period”) on or before January 31, 2009 (the “Retirement Date”). Under the Transition Agreement, Mr. Gilbert received a base salary increase of 6% effective June 1, 2007, which will be maintained through his Retirement Date. Also under the Transition Agreement, the Company agrees to pay Mr. Gilbert, as long as he is employed by the Bank: (i) on each of January 31, 2008 and January 31, 2009, an annual cash bonus of $376,000, which equals his highest bonus earned over the past 3 years under the Key Manager Incentive Plan, (ii) on each of January 31, 2008 and January 31, 2009, a cash bonus of $150,000 in lieu of any of equity awards for which he would otherwise be eligible to receive during the Transition Period under the Company’s Executive Equity Compensation Program, and (iii) on the Retirement Date, the cash value of any unvested outstanding restricted stock awards (including performance vested shares that have met certain adjusted performance targets). Mr. Gilbert’s existing Employment Agreement, as amended, and Change in Control Agreement, as amended, will terminate on his Retirement Date. Mr. Gilbert will remain on the Board of Directors after his retirement and will receive non-employee director compensation for such service. He will also provide continued services as a consultant to the Company under a Consulting and Restrictive Covenants Agreement which will become effective upon Mr. Gilbert’s retirement and is explained in more detail under “Certain Transactions and Business Relationships”. The Transition Agreement is attached in its entirety as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 25, 2007.

     The potential post-employment payments to the Named Executive Officers under the employment, change in control and transition agreements are estimated in the “Other Potential Post-Employment Payments” table which follows this discussion.

     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 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 the chief executive officer’s 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 to information periodically obtained from independent consulting firms, the Salary and Benefits Committee reviews the total compensation of chief executive officers of publicly held regional banks and bank holding companies of comparable size and performance in the southeastern United States.

     In January 2008, the Salary and Benefits Committee reviewed salary survey information compiled from the SNL Executive Compensation Review (“SNL Review”) and the Wyatt Financial Institution Benchmark Compensation Survey (Wyatt Survey”) (collectively, the “Survey Data”) of institutions of comparable size and performance in the southeastern United States. The information used from the SNL Review was as of December 2006 and included: 1) a comparison of base, incentive and total compensation paid by regional banks and bank holding companies in the southeastern United States with an asset size between $1.6 billion and $15.7 billion and included Capital City Bank, Bank Atlantic Bancorp, Bank United Financial Group, First Bankcorp, First Charter Corp, First Citizens Bancshares, United Community Banks, Security Bank Corp, GB&T Bancshares, Ameris Bancorp, Fidelity Southern Corporation, Pinnacle Financial Partners, First Financial Holdings, SCBT Financial Corp, South Financial Group, Alabama National Bancorp, Superior Bancorp, Bank of the Ozarks, and Simmons First National; 2) an average of base salary paid by all financial institutions in the southeastern United States with an asset size of $1 billion to $5 billion; and 3) an average of base salary paid by financial institutions with an asset size of $1 billion to $5 billion and a similar return on equity to Seacoast. The data used from the Wyatt Survey was an average of base salary compensation paid by: 1) national banks with assets of $2 billion to $9 billion, 2) banks in the southeastern United States, and 3) banks in the lower southeastern United States.

     Base Salary: Effective January 1, 2008, which is the usual annual date for executive salary adjustments, the Committee decided to maintain the salary for Mr. Dennis S. Hudson, III for 2008 unchanged at $531,450.

     Annual Cash Incentive: Based on Company earnings performance below the threshold level for 2007, Mr. Hudson III did not receive a cash incentive award for 2007, compared to an award of $125,000 in 2006 and $376,000 in 2005 under the Key Manager Incentive Plan.

     Long-Term Incentive: With respect to long-term incentive compensation paid to Mr. Hudson III in 2007, the following events occurred:

1)

The Company granted Mr. Hudson III an award of stock-settled stock appreciation rights valued at $318,870 using the closing sale price of the Company’s Common Stock on the Nasdaq Global Select Market on February 2, 2007, based on the achievement of Company earnings performance in excess of the threshold level for 2006; and

2)

As provided for under the Equity Compensation Program, Mr. Hudson elected to use 50 percent of his 2006 annual cash bonus to purchase 2,685 shares of restricted stock based on the closing sale price of the Company’s Common Stock on the Nasdaq Global Select Market on February 2, 2007, and the Company matched 50 percent of the shares purchased with an award of 1,342 shares of restricted stock, granted under the 2000 Incentive Plan.

EXECUTIVE COMPENSATION

     The table below sets forth the elements that comprise total compensation for the Named Executive Officers of Seacoast or the Bank for the periods indicated.

2007 SUMMARY COMPENSATION TABLE

																						Non-Equity				All
														Stock				Options				Incentive Plan				Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Principal Position		Year				($)(1)				($)				($)(2)				($)(2)				($)(3)				($)(4)				($)
Dennis S. Hudson, III			2007			$	531,450				—			$	38,324			$	126,687				—			$	69,068			$	765,529
Chairman & Chief			2006				506,450				—				74,200				63,369			$	125,000	(5)(6)			94,248				863,267
Executive Officer of Seacoast and the Bank
William R. Hahl			2007			$	284,000				—			$	32,655			$	29,631				—			$	33,568			$	379,853
Executive Vice			2006				269,762				—				19,746				12,725			$	63,000	(5)(6)			42,136				407,369
President & Chief Financial Officer of Seacoast and the Bank
A. Douglas Gilbert			2007			$	544,075				—			$	153,788				—				—			$	137,447			$	835,310
President & Chief			2006				500,700				—				171,781				—			$	125,000	(5)			166,070				963,551
Operating & Credit Officer of Seacoast, Vice Chairman & Chief Credit Officer of the Bank
C. William Curtis, Jr.			2007			$	302,250				—			$	16,247			$	9,233				—			$	32,865			$	360,595
Senior Executive Vice			2006				302,250				—				20,141				9,233			$	70,000	(5)			53,764				455,388
President & Chief Banking Officer of Seacoast and the Bank
O. Jean Strickland			2007			$	417,000				—			$	5,311			$	67,184				—			$	52,205			$	541,700
Senior Executive Vice			2006				347,500				—				12,010				19,282			$	104,000	(5)			57,202				539,994
President of Seacoast and President & Chief Operating Officer of the Bank

2007 COMPONENTS OF ALL OTHER COMPENSATION TABLE

				Company Paid												Company
				Contributions to												Paid Contri-
				Profit Sharing Plan												butions to
																Executive												Dividends				Paid by
												Discre-				Deferred				Premium on				Excess				on				Company
												tionary				Compen-				Supplemental				Life				Unvested				into
				Profit-								Retire-				sation				Disability				Insurance				Restricted				Cafeteria
Name		Year		Sharing				Match				ment				Plan(1)				Insurance				Benefit				Stock(2)				Plan				Other				Total
D. S. Hudson, III		2007			0			$	9,000			$	4,500			$	17,987			$	2,678			$	1,242			$	33,111			$	550				—			$	69,068
		2006		$	6,600				12,100				4,400				30,477				6,714				1,242				32,165				550				—				94,248
W. R. Hahl		2007			0			$	9,000			$	4,500			$	3,140			$	2,618			$	2,322			$	11,438			$	550				—			$	33,568
		2006		$	6,600				12,100				4,400				5,282				3,737				2,322				7,145				550				—				42,136
A. D. Gilbert		2007			0			$	9,000			$	4,500			$	18,745			$	2,372			$	4,191			$	75,004			$	550			$	23,084	(3)		$	137,447
		2006		$	6,600				12,100				4,400				29,474				13,703			$	4,191				69,020				550				26,032	(4)			166,070
C. W. Curtis, Jr.		2007			0			$	9,000			$	4,500			$	4,235			$	2,079			$	4,191			$	8,310			$	550				—			$	32,865
		2006		$	6,600				12,100				4,400				9,036				1,312				4,191				7,999				550			$	7,576				53,764
O. J. Strickland		2007			0			$	9,000			$	4,500			$	11,120			$	2,501			$	810			$	4,762			$	550			$	18,962	(5)		$	52,205
		2006		$	6,600				12,100				4,400				13,788				2,320				810				5,172				550				11,462	(5)			57,202

2007 GRANTS OF PLAN-BASED AWARDS

     The following table sets forth certain information concerning plan-based awards granted during 2007 to the Named Executive Officers. All equity awards relate to Common Stock. There are no stock awards, options or SARs involving Preferred Stock.

																														All				All
																														Other				Other
																														Stock				Option
				Date		Estimated Future Payments												Estimated Future Payouts												Awards:				Awards:				Exercise
				Approved		Under Non-Equity												Under Equity												Number				Number of				or Base
				by the		Incentive Plan Awards (1)												Incentive Plan Awards (2)												of Shares				Securities				Price of
				Salary and																										of Stock				Underlying				Option				Grant
		Grant		Benefits		Threshold				Target				Maximum				Threshold				Target				Maximum				in Units				Options				Awards				Date Fair
Name		Date		Committee		($)				($)				($)				(#)				(#)				(#)				(#)				(#)(3)				($/Sh)				Value
D. S. Hudson III		2/2/2007		5/16/2006			—				—				—				—				—				—				2,685	(4)							—				—	(8)
		2/2/2007		5/16/2006																											1,342	(4)						$	23.27			$	31,228
		4/2/2007		3/20/2007																															73,135			$	22.22				318,870
W. R. Hahl		2/2/2007		5/16/2006			—				—				—				—				—				—				1,353	(5)							—				—	(9)
		2/2/2007		5/16/2006																											676	(5)						$	23.27			$	15,731
		4/2/2007		3/20/2007																											3,834	(6)			19,541			$	22.22				170,400
A. D. Gilbert		4/2/2007		3/20/2007			—				—				—				—				—				—				14,195	(6)						$	22.22			$	315,413
C. W. Curtis, Jr.		4/2/2007		3/20/2007			—				—				—				—				—				—				1,000	(7)						$	22.22			$	22,220
O. J. Strickland		4/2/2007		3/20/2007			—				—				—				—				—				—								57,385			$	22.22			$	250,200

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2007

     The following table sets forth certain information concerning outstanding equity awards as of December 31, 2007 granted to the Named Executive Officers. This table includes the number of shares of Common Stock covered by both exercisable options, non-exercisable options or stock appreciation rights (“SARs”), and unexercised unearned options or SARs awarded under an equity incentive plan as of December 31, 2007. Also reported are the number of shares of Common Stock, and their market value, that have not vested, as well as unearned shares or rights awarded under an equity incentive plan, and their market value, that have not vested as of December 31, 2007. All exercised and vested shares are shares of Common Stock, and all options and SARs relate to Common Stock. There are no options or SARs involving Preferred Stock.

		Option Awards																					Stock Awards(1)
																															Equity				Equity
																															Incentive				Incentive
										Equity																					Plan Awards:				Plan Awards:
										Incentive																					Number of				Market or
										Plan Awards:																					Unearned				Payout Value
		Number of				Number of				Number of													Number of				Market Value				Shares,				of Unearned
		Securities				Securities				Securities													Shares or				of Shares				Units				Shares, Units
		Underlying				Underlying				Underlying													Units of				or Units of				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option									Stock That				Stock That				Rights That				Rights That
		Options				Options				Unearned				Exercise				Option					Have Not				Have Not				Have Not				Have Not
		(#)				(#)				Options				Price				Expiration					Vested(1)				Vested				Vested(1)				Vested
Name		Exercisable				Unexercisable				(#)				($)				Date					(#)				($)				(#)				($)
D.S. Hudson, III			72,600				—				—				8.78788				6/16/2008					3,500	(2)		$	35,980				17,500	(3)		$	179,900
			60,000				15,000	(4)			—				17.08				11/17/2013					2,600	(5)		$	26,728				6,500	(6)		$	66,820
			18,000				12,000	(7)			—				22.40				12/21/2014					1,342	(8)		$	13,796
			—				27,600	(9)			—				26.72				5/16/2016
			—				73,136	(10)			—				22.22				4/2/2007
W. R. Hahl			13,100				—				—				8.78788				6/16/2008					660	(2)		$	6,785				3,300	(3)		$	33,924
			10,400				2,600	(4)			—				17.08				11/17/2013					440	(5)		$	4,523				1,100	(6)		$	11,308
			3,000				2,000	(7)			—				22.40				12/21/2014					2,025	(11)		$	20,817
			—				7,350	(9)			—				26.72				5/16/2016					676	(8)		$	6,949
			—				19,541	(10)			—				22.22				4/2/2007					3,834	(12)		$	39,414
A. D. Gilbert			36,300				—				—				8.78788				6/16/2008					7,000	(2)		$	71,960				35,000	(3)		$	359,800
																								5,200	(5)		$	53,456				13,000	(6)		$	133,640
																								7,500	(11)		$	77,100
																								14,195	(12)		$	145,925
C. W. Curtis, Jr.			7,000				3,000	(4)			—				17.08				11/17/2013					800	(2)(13)		$	8,224				4,000	(3)		$	41,120
			4,200				2,800	(7)			—				22.40				12/21/2014					600	(5)(13)		$	6,168				1,500	(6)		$	15,420
																								1,000	(11)(13)		$	10,280
																								1,000	(12)(13)		$	10,280
O. J. Strickland			18,100				—				—			$	8.78788				6/16/2008					550	(2)		$	5,654				2,750	(3)		$	28,270
			8,800				2,200	(4)			—				17.08				11/17/2013					440	(5)		$	4,523				1,100	(6)		$	11,308
			2,400				1,600	(7)			—				22.40				12/21/2014
			—				18,200	(9)			—				26.72				5/16/2016
			—				57,385	(10)			—				22.22				4/2/2007

EPS Growth		% of Restricted Shares Vesting
Less than 38%		0
38%		25%
50%		50%
75%		75%
85%		100%

		Notwithstanding the above schedule, 100 percent of the restricted shares will vest on November 17, 2008 if the Company achieves a return on equity (ROE) of at least 16.5 percent for 3 consecutive quarters during the performance period, regardless of whether the EPS targets are met. During the performance period, all shares of restricted stock generally will be forfeited upon termination of employment for any reason.
(4)		Represents time-vested stock option award granted to the Named Executive Officer on November 17, 2003 under the 2000 Incentive Plan. As long as the Named Executive Officer remains employed by the Company, the unexercisable options vest on November 17, 2008.
(5)		Represents time-vested restricted stock award of Common Stock granted to the Named Executive Officer on December 21, 2004 under the 2000 Incentive Plan. As long as the Named Executive Officer remains employed by the Company, one-half of the restricted shares vest on December 21, 2008, and the remainder vest on December 21, 2009.
(6)		Represents performance-vested restricted stock award of Common Stock granted to the Named Executive Officer on December 21, 2004 under the 2000 Incentive Plan. These restricted shares vest over a 5-year performance period beginning January 1, 2005 and ending December 31, 2009, based upon the growth in the Company’s earnings per share (“EPS”) over the performance period compared to the Company’s EPS for fiscal year 2004, as follows:

EPS Growth		% of Restricted Shares Vesting
Less than 38%		0
38%		25%
50%		50%
75%		75%
85%		100%

2007 OPTION EXERCISES AND STOCK VESTED

     The following table shows stock options exercised by the Named Executive Officers during 2007, including the value of gains on the date of exercise. In addition, this table reports the vesting of stock awards or similar instruments during 2007 granted to the Named Executive Officers, and the value of the gains realized on vesting.

		Option Awards								Stock Awards
		Number of								Number of
		Shares								Shares
		Acquired				Value				Acquired				Value
		on Exercise				Realized				on Vesting				Realized
Name		(#)(1)				($)				(#)(1)				($)
Dennis S. Hudson, III			19,800			$	316,062				4,800			$	59,593
William R. Hahl			23,200			$	257,309				880			$	10,958
A. Douglas Gilbert			46,200			$	708,812				9,600			$	119,186
C. William Curtis, Jr.			8,600			$	90,368				1,100			$	13,653
O. Jean Strickland			—				—				770			$	9,539

2007 NONQUALIFIED DEFERRED COMPENSATION

     The following table discloses, for each of the Named Executive Officers, contributions, earnings and balances during 2007 under the Executive Deferred Compensation Plan, described in the narrative discussion above.

		Executive				Registrant				Aggregate				Aggregate				Aggregate Balance
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				at Last Fiscal
		Last Fiscal Year				Last Fiscal Year				Fiscal Year				Distributions				Year End
Name		($)(1)				($)(2)				($)(3)				($)				($)
Dennis S. Hudson, III		$	3,806			$	17,987			$	10,903				—			$	311,882	(4)
William R. Hahl		$	5,864			$	3,140			$	1,646				—			$	99,694	(5)
A. Douglas Gilbert		$	4,528			$	18,745			$	19,194				—			$	386,530	(6)
C. William Curtis, Jr.		$	65,346			$	4,235			$	13,793				—			$	295,755	(7)
O. Jean Strickland		$	14,479			$	11,120				($9,936	)			—			$	214,256	(8)

2007 OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

     The following table quantifies, for each of the Named Executive Officers, the potential post-employment payments under the provisions and agreements described above in the narrative discussion, assuming that the triggering event occurred on December 31, 2007 and the price of the Company’s securities is the closing market price on December 31, 2007 ($10.28).

																						Total Value
																						of
																		Total Value				Outstanding
																		of				Stock
																		Outstanding				Option
														Value of				Stock				Awards or
		Term				Annual								Other				Awards that				SARs that				Total
		(in				Base				Annual				Annual				Immediately				Immediately				Value of
		years)				Salary				Bonus				Benefits				Vest				Vest				Benefit
Name		(#)				($)				($)				($)				($)				($)				($)
Dennis S. Hudson, III Upon Termination without Cause(1)			3	(2)		$	531,450				—			$	35,957				—				—			$	1,134,814
Upon Death or Disability (1)			3	(2)		$	531,450				—			$	35,957			$	76,504	(3)			—			$	1,211,318
Upon Change-in-Control (4)			3			$	531,450			$	376,000			$	35,957			$	323,224				—			$	3,153,445
William R. Hahl Upon Change-in-Control (4)			2			$	284,000			$	167,000			$	22,130			$	123,720				—			$	1,069,980
A. Douglas Gilbert Upon Termination without Cause(1) (5)			(5)			$	557,242				—			$	45,249				—				—			$	652,698
Upon Death or Disability (1)(5)			(5)			$	557,242				—			$	45,249			$	348,441	(3)			—			$	1,001,139
Upon Change-in-Control (4)(5)			(5)			$	557,242			$	376,000			$	45,249			$	841,881				—			$	1,820,372
Upon Retirement (5)			(5)			$	557,242			$	526,000			$	60,943			$	348,441	(6)			—			$	1,492,625
C. William Curtis, Jr. (7) Upon Termination without Cause(1)			3	(2)		$	302,250				—			$	24,555				—				—			$	653,611
Upon Death or Disability (1)			3	(2)		$	302,250				—			$	24,555			$	34,952	(3)			—			$	688,563
Upon Change-in-Control (4)			3			$	302,250			$	197,000			$	24,555			$	91,492				—			$	1,139,103
O. Jean Strickland Upon Termination without Cause(1)			3	(2)		$	417,000				—			$	28,481				—				—			$	890,961
Upon Death or Disability (1)			3	(2)		$	417,000				—			$	28,481			$	10,177	(3)			—			$	901,139
Upon Change-in-Control (1)			3	(2)		$	417,000				—			$	28,481				—				—			$	890,961