FIRST NATIONAL BANK OF THE GULF COAST 3560 Kraft Road Naples, Florida 34105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 9, 2011

The Annual Meeting of Shareholders of First National Bank of the Gulf Coast (the ―Bank‖) will be held at 6:00 p.m. on Monday, May 9, 2011, at The Ritz-Carlton Golf Resort, 2600 Tiburon Drive, Naples, Florida 34109 for the following purposes:

(1) to elect nine Class II directors to hold office until the 2014 Annual Meeting of Shareholders, and until their successors are elected and qualified;

(2) to elect one Class I director to hold office until the 2013 Annual Meeting of Shareholders, and until his successor is elected and qualified;

(3) to elect one Class III director to hold office until the 2012 Annual Meeting of Shareholders, and until his successor is elected and qualified;

(4) to ratify the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for the year ending December 31, 2011; and

(5) to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on April 18, 2011 will be entitled to notice of and to vote at the annual meeting or any adjournments or postponements thereof.

A proxy statement and a proxy card solicited by the Board of Directors are enclosed herewith. Please sign, date and return the proxy card promptly. If you attend the annual meeting, you may, if you wish, withdraw your proxy and vote in person.

By Order of the Board of Directors,

Gary L. Tice Chairman of the Board

Naples, Florida April 22, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON MAY 9, 2011

The proxy statement and the 2010 annual report to shareholders are available at our website: www.fnbofgc.com/go/about-fnb

1 Your vote is important. Whether or not you plan to attend the annual meeting in person, you are urged to complete, sign, date and promptly mail the enclosed proxy in the accompanying postage paid envelope. In order to expedite the voting process, we encourage you to vote online at the web address listed above. If you attend the annual meeting, you may revoke the proxy and vote your shares in person.

2 FIRST NATIONAL BANK OF THE GULF COAST 3560 Kraft Road Naples, Florida 34105

ANNUAL MEETING OF SHAREHOLDERS May 9, 2011 ______

PROXY STATEMENT ______

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of First National Bank of the Gulf Coast (the ―Bank‖) for use in voting at the Annual Meeting of Shareholders to be held at 6:00 p.m. on Monday, May 9, 2011, at The Ritz-Carlton Golf Resort, 2600 Tiburon Drive, Naples, Florida 34109, and at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying proxy are first being mailed to shareholders on or about April 22, 2011. The address of the principal executive offices of the Bank is 3560 Kraft Road, Naples, Florida 34105. All references in this Proxy Statement to ―we,‖ ―us‖ or ―our‖ refer to the Bank.

VOTING

Voting and the Revocability of Proxies

When proxy cards are properly executed, dated and returned, the shares they represent will be voted at the annual meeting in accordance with the instructions of the shareholders. If no specific instructions are given, the shares will be voted FOR the election of the nominees for director set forth herein, and FOR the ratification of the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for fiscal year 2011. In addition, if other matters come before the annual meeting, the persons named in the proxy card will vote in accordance with their best judgment with respect to such matters. If you hold your shares in a bank or brokerage account and do not provide voting instructions on a “non-routine” proposal, such as the election of directors, within ten days of the annual meeting, the bank or broker may not vote your shares on such proposal. Any proxy given pursuant to this solicitation may be revoked by any shareholder who attends the annual meeting and gives oral notice of his or her election to vote in person, without compliance with any other formalities. In addition, any proxy given pursuant to this solicitation may be revoked prior to the annual meeting by delivering to the Secretary of the Bank an instrument revoking it or a duly executed proxy for the same shares bearing a later date.

Quorum; Required Vote; Abstentions and Broker Non-Votes

The presence at the annual meeting of the holders of a majority of the outstanding shares of the Bank’s common stock as of the record date is necessary to constitute a quorum. Shareholders will be counted as present at the annual meeting if they are present in person at the annual meeting or if they have properly submitted a proxy card. The affirmative vote of a plurality of all votes cast at the annual meeting by the holders of the common stock is required for the election of directors. The ratification of the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for fiscal year 2011 and any other business that may properly come before the annual meeting will be approved if a quorum exists and the number of votes cast in favor of such action exceeds the number of

3 votes cast against such action. Abstentions and broker non-votes will not be counted as votes either in favor of or against the matter with respect to which the abstention or broker non-vote relates.

Record Date and Share Ownership

The record of shareholders entitled to vote at the annual meeting was taken on April 18, 2011. On that date, the Bank had outstanding and entitled to vote 5,310,523 shares of common stock, with each share entitled to one vote.

Expenses of Solicitation

The expense of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be paid by the Bank. In addition to solicitations by mail, officers and other employees of the Bank, at no additional compensation, may assist in soliciting proxies by telephone.

ELECTION OF DIRECTORS

The Board of Directors of the Bank, pursuant to the Bank’s Bylaws, has set the number of directors to serve for the next year at twenty-four (24), nine of whom are to be reelected at the annual meeting as Class II directors, one of whom is to be elected at the annual meeting as a Class I director, and one of whom is to be elected as a Class III director. The Bank’s Articles of Association provide for a classified board of directors, whereby approximately one-third of the members of the Bank’s Board of Directors are elected each year at the Bank’s annual meeting of shareholders, to serve a three-year term.

The term of the Class II directors will expire at this annual meeting, and each Class II director nominee elected will serve for a term of three years and until his or her successor is elected and qualified. In addition, in connection with the closing of a private placement that is expected to occur on or about April 29, 2011, one Class I director and one Class III director will be elected by the Board of Directors to fill two vacancies. Their interim terms will expire at this annual meeting, and, if elected, they will serve for the remaining term of their respective classes and until their successors are elected and qualified.

In the event that any nominee withdraws or for any reason is not able to serve as a director, your proxy will be voted for such other person as may be designated by the Board of Directors. The affirmative vote of a plurality of all votes cast at the annual meeting by the holders of the common stock is required for the election of directors. Management of the Bank has no reason to believe that any nominee will not serve if elected.

PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS

The following persons have been nominated for reelection to the Board of Directors as Class II directors:

James S. Lindsay, age 62, has served as one of our directors since October 2009. He has been a self-employed realtor based in Naples, Florida since 1981 and is a member of the Naples Area Board of Realtors, the National Association of Realtors and the Florida Association of Realtors. He has held various board positions with financial institutions. Mr. Lindsay was a director of Southwest Banks, Inc. from 1989 through 1997, at which time Southwest Banks was acquired by F.N.B. Corporation. Mr. Lindsay then served as a director of F.N.B. Corporation from 1997 through December 2003. At that time, Mr. Lindsay resigned from the board in connection with the spin-off of First National Bankshares of Florida, Inc. from F.N.B. Corporation. He then served on the board of First National Bankshares of Florida, Inc. and as a board member of its lead banking affiliate, First National Bank of Florida. He held

4 these positions from August 2003 through December 2004. In January 2005, he became a member of the Fifth Third Bancorp Florida affiliate board of directors, a position he held until June 2007. Mr. Lindsay is a graduate of Moorhead State University earning his B.A. degree in business management. He serves on the Board of the Aqualane Shores Homeowners Association and the Board of the Big Sugar Bush Lake Association in Ogema, Minnesota.

As a member of our board of directors, Mr. Lindsay has extensive experience as a bank director and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Edward J. Mace, age 54, has served as one of our directors since October 2009. He has been the owner of Edward J. Mace, Certified Public Accountant, a sole proprietorship, since 1985. He also is the chief operating officer of Ribek Corporation, an Investment Management Entity, a position that he has held since 1982. Mr. Mace has held various board positions with financial institutions for almost 20 years. He was a director of Southwest Banks, Inc. from 1989 through 1997, at which time Southwest Banks was acquired by F.N.B. Corporation. Mr. Mace then served as a director of F.N.B. Corporation from 1997 through December 2003, and was also the chairman of the Audit Committee during this time. He resigned from the board in connection with the spin-off of First National Bankshares of Florida, Inc. from F.N.B. Corporation. Mr. Mace then served on the board and as chairman of the Audit Committee of First National Bankshares of Florida, Inc., and as a board member of its lead banking affiliate, First National Bank of Florida. He held these positions from August 2003 through December 2004. In January of 2005, he became a member of the Fifth Third Bancorp Florida affiliate board of directors. He held this position until June of 2006. Mr. Mace earned his A.A. degree at Miami-Dade Community College and graduated from Florida International University earning his B.A. degree in accounting. Mr. Mace became a certified public accountant in 1979.

As a member of our board of directors, Mr. Mace has extensive experience as a bank director and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Donald Major, age 65, has served as one of our directors since October 2009. He has held the position of president of Summit Medical Supplies, Inc. since 1976. This company is located in Naples, Florida and is a distributor of medical supplies, both wholesale and retail. Mr. Major was both an organizer and director of First National Bank of Naples from 1989 through 2000. He is a graduate of the University of Richmond, where he earned his bachelor’s degree in liberal arts.

As a member of our board of directors, Mr. Major has extensive experience in the banking industry and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Thomas F. O’Reilly, age 65, has served as one of our directors since October 2009. Since 1981, he has been the owner/operator and treasurer of Adams & O’Reilly, Inc. dba McDonalds. He and his partner operate twenty McDonald’s franchises, mostly in the Naples area. Mr. O’Reilly has been an employee and/or operator of the local McDonald’s franchises since May of 1976. In addition, he became a certified public accountant in 1971. Mr. O’Reilly graduated from St. Peter’s College with a B.S. degree in accounting. Mr. O’Reilly’s past civic activities have included being a Junior Achievement Advisor from 1978 to 1982, Poinciana PTO president/treasurer/vice president from 1976 to 1980, board member of Milestone Youth Home, and board member of the Red Cross of Collier County. He was also a founding board member of the Ronald McDonald House Charities of Southwest Florida, and currently serves on its board. Mr. O’Reilly’s current civic activities include: member of the Kiwanis Club of Naples on the Gulf (member since 1978); Junior Achievement classroom volunteer; Hope For Haiti, Inc.

5 and volunteer for Collier Harvest (food delivery to non-profit organizations). He is also a member of the Advisory Council of the Ronald McDonald Care Mobile of Collier County, a member of the board of Legatus of Naples, an organization of Catholic CEOs, a member of the Knights of Columbus, and a member of The Knights of Malta, American Association.

As a member of our board of directors, Mr. O’Reilly has extensive financial experience which assists us in our business management.

Calvin J. Pratt, age 66, has served as one of our directors since October 2009. He has been the owner of Pratt Shoes, a retail shoe store located in Naples, Florida, since 1975. Mr. Pratt is a graduate of Michigan State University, where he earned his bachelor, masters and M.B.A. degrees. Mr. Pratt has served as the president of the Collier County Y.M.C.A., president of the Rotary Club of Naples and an elder of First Presbyterian Church of Naples.

As a member of our board of directors, Mr. Pratt has extensive business experience which assists us in developing our business plan and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Joseph C. Smallwood, Jr., age 47, has served as one of our directors since October 2009. He has been the chief executive officer and president of BCB Homes, Inc. since 1993. The company is a general contractor specializing in the construction of luxury custom homes, primarily in Naples, Florida. During the past several years Mr. Smallwood has led the company through a significant period of growth, establishing BCB Homes, Inc. as one of the leading contractors in Southwest Florida. The Collier Building Industry Association has awarded the company with several Sand Dollar Awards in recognition of its excellence in construction. Prior to joining BCB Homes, Inc. Mr. Smallwood worked for Boran Craig Barber Engel Construction (also located in Naples, Florida) for approximately six years. This company is one of the leading commercial general contractors in Southwest Florida. Mr. Smallwood graduated from the University of Florida in 1988 with a B.S. degree in civil engineering.

As a member of our board of directors, Mr. Smallwood has extensive business experience and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Gary L. Tice, age 63, has served as our Chairman, Chief Executive Officer and one of our directors since October 2009. Prior to October 2009, Mr. Tice served in the same capacity for First National Bank of the Gulf Coast (in organization) from 2007. Mr. Tice has been involved in banking in the State of Florida for more than 30 years. Prior to FNB, Mr. Tice served as chairman of First National Bankshares of Florida, Inc., a Naples-based financial services company with $5.4 billion in assets and 77 full-service banking centers, from January 2004 to January 2005. First National Bankshares was the largest publicly traded bank holding company headquartered in the State of Florida when it was acquired by Fifth Third Bancorp in 2005. Prior to that, Mr. Tice was president and chief executive officer of F.N.B. Corporation, a diversified financial services holding company with offices in Florida, Pennsylvania, Ohio and Tennessee, from 1997 to 2004. During his tenure with F.N.B. Corporation, the company grew to more than $8.1 billion in total assets. In 2004, F.N.B. Corporation spun off its Florida banking operations into a separate company, of which Mr. Tice became chairman and chief executive officer. In addition, Mr. Tice and director Garrett Richter were founding directors and organizers of First National Bank of Naples, where he served as chairman and chief executive officer of the company prior to its affiliation with F.N.B. Corporation in 1997.

In 2003, Mr. Tice was honored as a finalist for the Financial Services category in the Ernst & Young Entrepreneur of the Year Florida Awards program. He was chosen by an independent panel of

6 judges for outstanding leadership and the consistent growth of F.N.B. Corporation. In 1998, Mr. Tice was named to the Collier County Junior Achievement Business Leadership Hall of Fame for service as a ―champion of free enterprise.‖

Mr. Tice has held leadership roles in a number of local, state and national organizations over the years, and is a past director of the American Bankers Association (the ―ABA‖), a past member of the Administrative Committee of the Community Bankers Council of the ABA, and a past director of the Florida Bankers Association. Mr. Tice was appointed in January 2011 as a director of the Federal Reserve Bank of Atlanta – Miami Branch for a term of three years.

As a member of our board of directors, Mr. Tice, as our Chairman and Chief Executive Officer, has firsthand knowledge of all aspects of our business and daily operations. Mr. Tice has extensive experience as a bank executive, in-depth understanding of the banking industry, and long standing and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Timothy S. Weidle, age 40, has served as one of our directors since October 2009. He has been a vice president of BCB Homes, Inc. since 2001. In 2007, he was promoted to chief operating officer. The company is a general contractor that specializes in the construction of luxury custom homes, primarily in Naples, Florida. During the past several years, Mr. Weidle has led the company through a significant period of growth, establishing BCB Homes, Inc. as one of the leading contractors in Southwest Florida. Prior to joining BCB Homes, Inc., Mr. Weidle worked for Boran Craig Barber Engel Construction (also located in Naples, Florida) for approximately five years. This company is one of the leading commercial general contractors in Southwest Florida. Mr. Weidle graduated from the University of Central Florida in 1993 with a B.S. degree in business administration.

As a member of our board of directors, Mr. Weidle has extensive business experience and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Robert T. Zellers, age 53, has served as one of our directors since October 2009. He was born in Pompano Beach, Florida, and relocated to Naples in 1972. Mr. Zellers graduated from Naples High School and the Ford Marketing Institute in Atlanta, Georgia. He has worked full-time at Tamiami Ford since 1976. Mr. Zellers is active in his local church, having served on various committees and boards at New Hope Ministries and Parkway Community Church in Naples. He is also active in many local charities such as Saint Matthews House, Immokalee Mission, and Habitat for Humanity, and currently serves on the board for Light to the Nations, a faith-based organization based in Ft. Myers, Florida. He has acted as the contractor for the construction of three homes, three large dealership projects, and a shopping center. Mr. Zellers has a wealth of knowledge regarding the businesses and property in and around Naples, and has been the president of Tamiami Ford since 1986, managing three locations. Mr. Zellers also purchased the local Hyundai and Mitsubishi dealerships in Naples in 2008 and serves as President and CEO for all three businesses. The businesses have a total number of 180 employees with sales revenue of over $900 million in 2010.

As a member of our board of directors, Mr. Zellers has extensive contacts in our local community which assists us in our strategic planning, business development and customer relations.

The Board of Directors of the Bank recommends that the Bank’s shareholders vote “FOR” the election of the nominees listed above.

7 PROPOSAL NO. 2: ELECTION OF CLASS I DIRECTOR

The following person has been nominated for election to the Board of Directors as a Class I director:

Adam D. Compton, age 46, is expected to be elected by the Board of Directors as a director of the Bank on or about April 29, 2011. Mr. Compton currently serves as head of the Financial Services Sector with GMT Capital Corporation, Atlanta, GA., joining the firm in 2008. From April 2003 to September 2008, Mr. Compton was director and head of U.S. Financial Services Research with RCM Global Investors, San Francisco, CA. Previously, Mr. Compton was an equity research analyst covering U.S. banking companies at Keefe Bruyette & Woods, Morgan Stanley and Montgomery Securities, as well as spending three years as a bank regulator for the State of Florida.

Mr. Compton received his MBA, with distinction, from Cornell University in Ithaca, NY and his BA from Houghton College, Houghton, NY. Mr. Compton is quite familiar with the State of Florida, having been born and raised in the Orlando and Lake Wales areas.

Mr. Compton was selected to serve on the Board of Directors by GMT Capital Corp. (―GMT‖), pursuant to GMT’s right to nominate and maintain a representative on the Board of Directors under the terms of an Investment Agreement, dated April 15, 2011, between the Bank and GMT.

As a prospective member of our board of directors, Mr. Compton has extensive experience as a financial industry executive and a thorough understanding of the banking industry which will assist us in our strategic planning.

The Board of Directors of the Bank recommends that the Bank’s shareholders vote “FOR” the election of the nominee listed above.

8 PROPOSAL NO. 3: ELECTION OF CLASS III DIRECTOR

The following person has been nominated for election to the Board of Directors as a Class III director:

Christopher C. Casciato, age 52, is expected to be elected by the Board of Directors as a director of the Bank on or about April 29, 2011. Mr. Casciato is currently a board member of Community & Southern Bank of Atlanta, GA and Cascade Bancorp of Bend, OR. He is also a director of Sunoco, Inc., a leading manufacturer and marketer of petroleum and petrochemical products, headquartered in Philadelphia, PA. Mr. Casciato joined Lightyear Capital LLC in 2008 as a Managing Director. Lightyear Capital is a private equity firm focused on making investments in the financial services sector.

Prior to joining Lightyear Capital, Mr. Casciato spent over 20 years at Goldman, Sachs & Co., where he was elected Partner in 2000. His career at Goldman, Sachs & Co. included a number of senior management positions in the firm’s investment banking division, including Partner in the Financial Institutions Group, as well as Partner and Chief Operating Officer of Goldman Sachs’ worldwide investment banking business.

Mr. Casciato holds a Masters in Business Administration from Harvard Business School and a Bachelor of Science in Civil Engineering from the United States Military Academy at West Point, where he was class valedictorian.

As a prospective member of our board of directors, Mr. Casciato has extensive experience in the financial services industry and experience in the role of bank director which will assist us in our strategic planning.

Mr. Casciato was selected to serve on the Board of Directors by Lightyear Capital LLC (―Lightyear‖), pursuant to Lightyear’s right to nominate and maintain a representative on the Board of Directors under the terms of an Investment Agreement, dated April 15, 2011, between the Bank and Lightyear.

The Board of Directors of the Bank recommends that the Bank’s shareholders vote “FOR” the election of the nominee listed above.

Each of the following persons is a member of the Board of Directors who is not standing for election to the Board of Directors this year and whose term will continue after the annual meeting:

Class III Directors, serving for a term expiring at the 2012 Annual Meeting of Shareholders:

Michael J. Kerschner, age 58, has served as one of our directors since 2007. He has been involved in the banking industry since 1974. Since January 1990, Mr. Kerschner has been President and CEO of Gillmor Financial Services, Inc. and previously served as President and CEO of Old Fort Banking Corporation from March 1988 to December 2007 and CEO of Tiffin Savings Bank from 1984 to 1987. Mr. Kerschner has also successfully completed and taught several courses for the BancOhio Educational Center, in addition to completing various American Institute of Banking certification courses and the Prochnow Graduate School of Banking at the University of Wisconsin. Mr. Kerschner is extensively involved in his community and has served on many boards and committees, including those of the Community Bankers Association of Ohio, the Ohio Bankers League, the Independent Community Bankers Association, the Federal Legislative Committee, the Great Lakes Bankers Bank, the Tiffin Area Chamber of Commerce, the Seneca Industrial and Economic Development Corporation, the Seneca County United Way, the St. Francis Nursing Home, Seneca Career Systems, and Tiffin Theatre, Inc.

9 (Ritz). In addition, he is a past trustee of Heidelberg College and serves on the Finance Committee of St. Mary’s Church, of which he is a member.

As a member of our board of directors, Mr. Kerschner has extensive experience as a bank executive and in-depth understanding of the banking industry which assists us in strategic planning, business development and customer relations.

George Kidd, Jr., age 72, has served as one of our directors since 2007. Mr. Kidd is President Emeritus and a Professor of Economics at Tiffin University. In addition to serving as President of Tiffin University for twenty-one years, he served as President of Myers University from 2005-2006, and President of Chancellor University from May, 2008 until May, 2010. Mr. Kidd has also served on the Old Fort Banking Company board of directors for twenty years and as a director of Gillmor Financial Services since its founding in 1994 and now serves as its vice-chair. He was a founding director of Panther Community Bank. In addition to having served on numerous boards of directors in a leadership capacity, Mr. Kidd holds a Bachelor's degree in Finance and a Master's in Business Administration from Drexel University and a Master's degree in Economic History from the University of Pennsylvania.

As a member of our board of directors, Mr. Kidd has extensive finance and bank director experience which assists us in strategic planning, business development and customer relations.

Dianne Gillmor Krumsee, age 65, has served as one of our directors since 2007. Since September 2007, Ms. Krumsee has served as the Chairman of Gillmor Financial Services, a bank holding company of which she is also an owner, and Chair of The Old Fort Banking Company, a subsidiary of Gillmor Financial Services. Ms. Krumsee holds a Bachelor’s degree in English from Ohio Wesleyan University, a Master’s degree from Ohio State University, and is a trustee of Tiffin University. Ms. Krumsee is an active volunteer for Creative Living, a nonprofit organization that provides housing and encourages independent living for physically disabled adults and is a trustee of The Paul M. and Lucy J. Gillmor Charitable Foundation.

As a member of our board of directors, Ms. Krumsee has extensive banking industry knowledge and experience which assists us in our strategic planning, business management and business development.

John McWilliams, age 58, has served as one of our directors since 2007. Since 2007, he has been the owner of McWilliams Buckley & Associates Real Estate, with offices in Ft. Myers and Lehigh Acres, FL. Mr. McWilliams has also served on the Lehigh Acres Chamber of Commerce for over 10 years and has over 39 years of experience in the Lee County real estate market. Mr. McWilliams holds a Bachelor’s degree from Western Michigan University and has been a community activist in Lehigh Acres in various capacities over the years and is considered a pillar of the business community and an expert on the local residential and commercial real estate markets.

As a member of our board of directors, Mr. McWilliams has extensive contacts in and ties to our local community which assists us in our strategic planning, business development and customer relations.

Judy Miller, age 65, has served as one of our directors since 2007. Since 1970, she has been a co-owner and Vice President for Community & Employee Relations at Roppe Holding Company. This firm owns and operates several manufacturing facilities in Ohio, Alabama and Florida along with a local ―good news only‖ newspaper and an AM/FM radio station in Fostoria, Ohio. Ms. Miller’s community involvement includes the Greater Fostoria Community Foundation Board, the Ritz Theatre Board, Representative for the State of Ohio Central Committee, and the Hancock County Blanchard Valley Port Authority Board in Findlay, Ohio.

10 As a member of our board of directors, Ms. Miller has extensive business experience which assists us in our business management and development.

J. Nathan Stout, age 61, has served as one of our directors since 2007. Since 1981, he has been the owner of J. Nathan Stout, CPA, PA, the leading CPA firm in Lehigh Acres. Mr. Stout has also served as an elected commissioner of the East County Water Control District since 2000 and is its current chairman. As a lifelong resident of Lee County, Florida, Mr. Stout has been deeply involved in the community serving on the board of directors and as a member of several local organizations including the Lehigh Regional Medical Center, the Lehigh Acres Chamber of Commerce, the Rotary Club of Lehigh Acres, The United Way, Lee Memorial Health System Trauma Center Task Force, the LCEC Utility Nominating Committee, the Florida Power and Light Transmission Line Committee, St. Anselm Episcopal Church and the Lehigh Acres Community Council. Mr. Stout holds an Associate’s degree from Edison Community College and a Bachelor’s degree from Florida Atlantic University.

As a member of our board of directors, Mr. Stout has extensive finance experience and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Class I directors, serving for a term expiring at the 2013 Annual Meeting of Shareholders:

Thomas G. Brewer, age 63, has served as one of our directors since October 2009. He has been involved with the retail and wholesale carpet business since 1983. He is currently the president of the following companies: Brewer Carpet and Design Center, Inc. (since January 1983); Stone Mountain of Oklahoma, LLC (since September 2000); Floors Now, LLC (since July 2007); and Prosource of Oklahoma City (since January 1998). He has increased the number of his stores from 12 to 20 stores, capitalizing on market opportunities. Mr. Brewer’s Carpet One store has been named store of the year twice, out of approximately 600 stores, by the Carpet One Floor and Home Company. In addition, he is also involved with various property companies and serves as the president of Tobor, LLC, TRS Investments, West Hill Properties, Mega Properties and Tojo, Inc. These businesses are located in Oklahoma. While earning his B.A. degree from Gettysburg College, Mr. Brewer was also the captain of the football team and president of the Sigma Chi Fraternity. Mr. Brewer serves on the board of directors for CCA Global, one of the largest purchasers of flooring in the world and franchiser of various flooring and other businesses. Mr. Brewer, along with his wife, Kathy, is co-chairperson for the Bridget Brewer Memorial Scholarship.

As a member of our board of directors, Mr. Brewer has extensive experience developing and managing small to mid-size businesses which assists us in our business development.

Brian E. Cobb, age 66, has served as one of our directors since October 2009. Since 2001, he has been the president and principal shareholder of CobbCorp, a media merger and acquisition company representing clients in the television and radio segments of media. Mr. Cobb has more than 35 years of experience in the broadcast industry as an owner, manager and broker, and was a principal and founder of Media Venture Partners before founding CobbCorp. Over the last 25 years, he has brokered more than $5 billion in radio and television properties, and has been involved in the brokerage of more television stations than any other individual broker in the industry. Previously, Mr. Cobb served as executive vice president of General Electric Broadcasting Company and general manager of their AM/FM/TV combos in Denver and Nashville. He was the most often promoted manager during his thirteen-year term with General Electric Broadcasting. For nine years Mr. Cobb was a trustee of Florida Gulf Coast University. Mr. Cobb is a member of the Florida Council of 100, an organization created by the Governor to promote the economic growth of Florida and improve the economic well-being and quality of life of its citizenry.

11 In 2009, Mr. Cobb formed CKC Holdings LLC to purchase, refurbish, rent and sell single family homes in Collier County, Florida. CKC is now one of the largest home owners in Golden Gate Estates. He is also a founder of the Naples Children and Education Foundation, which has now raised $95,000,000 for local children’s charities in its eleven year existence. In 2002, Gulfshore Life Magazine named him ―Man of the Year.‖ For his civic endeavors, Mr. Cobb was named Philanthropist of the Year on National Philanthropy Day in Southwest Florida in 2004. Mr. Cobb is a member of Beta Gamma Sigma, an honorary business fraternity, and was a Jaycees Outstanding Young Man of the Year. He has served on the board of directors of the Colorado and Tennessee Broadcaster’s Association and the Vanderbilt Children’s Hospital. Mr. Cobb has also served on panels for many trade organizations including the National Association of Broadcasters and National Association of Television Program Executives, as well as being a past president of the National Association of Media Brokers. Mr. Cobb obtained his B.A. degree in business from University of Nevada.

As a member of our board of directors, Mr. Cobb has extensive experience developing and managing businesses and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Edgar E. Davis, age 68, has served as one of our directors since October 2009. He has served as president of Edgar E. Davis, P.A., which has been involved in southwest Florida real estate sales since 1981. Since 2003, Mr. Davis has also served as president of Davis Solutions, Inc., a Florida real estate investment and management corporation. He also serves as trustee of the Edgar E. Davis Foundation. Mr. Davis is quite familiar with the growth and development of southwest Florida as he has resided in the area for over 50 years and has been licensed as real estate salesman or broker for 39 years.

As a member of our board of directors, Mr. Davis has extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Jeffrey D. Davis, age 69, has served as one of our directors since October 2009. Since 1987, he has served as the chief executive officer of the Davis Group, Inc., a research and consulting firm which has provided services to over 300 leading U.S. and foreign business organizations. Twenty-nine of his forty-two years in the marketing research field have been spent as chief executive officer and chairman of Jefferson Davis Associates, Inc. Prior to founding Jefferson Davis Associates, Inc. in 1975, Mr. Davis was associate director and a principal of Frank Magid Associates, a media research firm headquartered in Marion, Iowa. He was associated with that firm from 1965 to 1974. During that same period, he was co- founder and president of Communications Sciences Group, an advertising agency. In 1982, Mr. Davis formed Policies & Strategies, Inc., a quantitative modeling research firm, together with six faculty members of the University of Iowa, and in 1986, he founded World Data, Inc., the fieldwork development firm which serves Jefferson Davis Associates, Inc.

Mr. Davis is actively involved in various community and philanthropic endeavors. In 1975, Mr. Davis co-founded and participated in a pioneering youth-mentoring program in Iowa. In 1993, he was one of three initial board members of Youth Services International, Inc., which became a public corporation in 1994, and grew to serve adjudicated and non-adjudicated youth with facilities and programs in 18 states. During his Board service at YSI, he also served as chairman of the Programming and Marketing Committee. Mr. Davis has, for 20 years, served as a board member of Four Oaks of Iowa, a not-for-profit child and family service organization which services 2,200 young people annually, with a $35,000,000 annual budget and 640 employees. From 1999 through 2003, Mr. Davis served as a board member of Public School Enrichment Program, an outreach program on the part of Florida Gulf Coast University with the purpose of encouraging and motivating minority group young people to higher academic achievement and a college education. In addition, Mr. Davis has endowed three scholarships at the University of Iowa, which are awarded annually to graduating seniors of the high school he attended in

12 Dubuque, Iowa, and a scholarship at the University of Kansas, which is awarded annually to a graduating senior at the high school his mother attended. Since their inception, these scholarships have honored and benefited more than 85 gifted young people. Mr. Davis holds a B.S. degree in psychology and an M.A. in marketing, both degrees earned from the University of Iowa. Mr. Davis’ primary home is in Naples, FL.

As a member of our board of directors, Mr. Davis has extensive experience developing and managing small to mid-size businesses which assists us in our business management and development.

Dulce V. Dudley, M.D., F.A.A.P., age 52, has served as one of our directors since October 2009. She has been a practicing pediatrician in Naples since 1988. Dr. Dudley was a founding partner of Anchor Health Centers, a multi-specialty group which grew to more than 60 physicians and which, in 2010, partnered with the NCH Healthcare System to form the NCH Healthcare Group for which she serves as board member. The daughter of Cuban immigrants, Dr. Dudley was born in New York City and raised in the Dominican Republic. She was educated at the Carol Morgan School of Santo Domingo, studied pre- med at the Universidad Nacional Pedro Henriquez Urena (UNPHU) and received her medical degree from the Universidad Central del Este (UCE). Dr. Dudley trained at Rush-Presbyterian-St Luke’s Medical Center in Chicago and Miami Children’s Hospital where she completed her pediatric residency. She is a past president of the Collier County Medical Society. Dr. Dudley has served on the board of the Boys and Girls Club of Collier County and the Collier Chapter of the American Heart Association. She volunteers as a pediatric preceptor for the Family Practice Nurse Practitioner Program at Florida Gulf Coast University. She teaches Sunday school at First Baptist Church and travels to Latin America several times a year on medical mission trips. She also serves as a Spanish interpreter at the Neighborhood Health Clinic. Dr. Dudley is an alumna of the Leadership Collier program. She was named 2001 Woman of the Year for the Leukemia and Lymphoma Society and 2005 Woman of Initiative Honoree by the Community Foundation of Collier County.

As a member of our board of directors, Dr. Dudley has extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Robert M. Feerick, age 62, has served as one of our directors since October 2009. Since 1988, he has served as chairman of Horizon Partners, Ltd., a private investment holding company headquartered in Naples, Florida, that acquires and builds companies. Horizon focuses on the acquisition of medium size companies that are privately-held or divisions/subsidiaries of larger corporations, with a strategy of building long-term equity value in its base companies through strategic add-on acquisitions and improvements in operating performance. Mr. Feerick has significant experience as a director of privately- held companies. He is a current director of the following companies: Karl’s Event Services, a party and tent event rental company; Groeb Farms, Inc., the leading processor of honey, sold as an ingredient, in the United States; Climax Portable Machine Tools, Inc., a manufacturer and lessor of portable machine tools; Lantor, Inc., a producer of high performance non-woven textiles; and Xymox Technologies, Inc., an international membrane switch manufacturer. Mr. Feerick began his career as an associate (1972-1973) in the money management firm of Fayez Sarofim & Co. in Houston, Texas. In 1973, Mr. Feerick joined Frontenac Company, a private equity and venture capital company in Chicago, as a general partner. In this capacity, he was directly responsible for finding, evaluating, and negotiating acquisition and investment transactions for the company. In 1977, Mr. Feerick sold his interests in Frontenac to The Laird Norton Company in Seattle, Washington. Shortly thereafter, in 1978, Mr. Feerick joined the former Arthur Young & Co. to head its Midwest Region merger and acquisition practice. In 1982, he founded The Corporate Development Group, an affiliate of Arthur Young, and served as its chairman. He was also a general partner of the firm. Over his ten years with Arthur Young, he assisted approximately 40 corporations and management groups with acquisitions, divestitures, and venture capital investments. In 1988, he left The Corporate Development Group to form Horizon Partners.

13 As a member of our board of directors, Mr. Feerick has extensive experience developing and managing businesses and extensive ties to our local community which assists us in our strategic planning, business development and customer relations.

Garrett S. Richter, age 60, has served as our President and one of our directors since October 2009. Prior to October 2009, Mr. Richter served in the same capacity for First National Bank of the Gulf Coast (in organization) from 2007. Additionally, Garrett Richter serves in the Florida State Senate representing District 37. He was elected to the Senate in November 2008, after serving one term in the Florida House of Representatives from 2006 to 2008. Senator Richter is the Chairman of the Senate Committee on Banking and Insurance. He also serves on the Budget Committee, Judiciary Committee, Rules Committee and the Joint Legislative Budget Commission. Prior to his public service, Senator Richter was a founder and former president and chief executive officer of First National Bank of Florida, which was acquired in 2005 by Fifth Third Bancorp. Senator Richter began his banking career in 1969 with Mellon Bank. He is a founding trustee of the Quest for Success program that focuses on improving the life of a child through education. Additionally, Senator Richter is a past board member of the Greater Naples Chamber of Commerce, the Collier County Education Foundation, and the Economic Development Council of Collier County. He is an alumni and past Board of Regents member for Leadership Florida and past chairman of Leadership Collier. Senator Richter served with the 75th Ranger Company in Vietnam, where in 1971 he was awarded a Bronze Star for his service. Senator Richter is a graduate of the University of Pittsburgh and the Graduate School of Banking at Madison, Wisconsin. He previously lectured at LSU Graduate School of Banking and the Florida School of Banking at the University of Florida.

As a member of our board of directors, Mr. Richter has an in-depth understanding of the banking industry and extensive contacts in our local community which assists us in our strategic planning, business development and customer relations.

14 PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF MCGLADREY & PULLEN, LLP

McGladrey & Pullen, LLP served as the Bank’s independent registered public accounting firm for the fiscal year ended December 31, 2010 and has been selected to serve as the Bank’s independent registered public accounting firm for the 2011 fiscal year. Our board of directors proposes that shareholders ratify this selection at the annual meeting of shareholders. Management is not aware that such firm, or any of its members or associates has or has had during the past year any financial interest in us, direct or indirect, or any relationship with us other than in connection with their professional engagement.

Shareholder ratification of this appointment is not required. The Board of Directors has submitted this matter to the shareholders because it believes the shareholders’ views on the matter should be considered, and if the proposal is not approved, the Audit Committee may reconsider the appointment. Representatives of McGladrey & Pullen, LLP will not attend the annual meeting.

Audit Fees. The aggregate fees billed for professional services rendered by McGladrey & Pullen, LLP for the audit of the Bank’s annual financial statements and review of financial statements included in the Bank’s quarterly reports on Form 10-Q were $113,000 for 2010 and $76,000 for 2009.

Audit-Related Fees. The aggregate fees billed by McGladrey & Pullen, LLP for audit-related services were $30,000 for 2010 and $115,815 for 2009. These fees related to compliance audits, consent procedures and other audit requirements.

Tax Fees. The aggregate fees billed for professional services rendered by McGladrey & Pullen, LLP for tax compliance, tax advice and tax planning were $15,225 for 2010 and $39,600 for 2009. These fees were incurred in connection with the preparation of the Bank’s tax returns and tax consulting.

All services described above were pre-approved by the Audit Committee.

The Board of Directors of the Bank recommends that the Bank’s shareholders vote “FOR” the ratification of the appointment of McGladrey & Pullen, LLP to serve as the Bank’s independent registered public accounting firm for fiscal year 2011.

15 CORPORATE GOVERNANCE AND BOARD MATTERS

Leadership Structure of the Board of Directors

The Bank’s Board of Directors is led by Gary L. Tice as Chairman and Chief Executive Officer. The Board of Directors believes that having unity of these positions under Mr. Tice creates a more efficient atmosphere for governance given the large size of the Bank’s Board of Directors.

Meetings of the Board of Directors

The Bank’s Board of Directors presently consists of twenty-four (24) members. The Board of Directors held thirteen meetings during the year ended December 31, 2010. During 2010, each director attended at least 75% of the aggregate number of meetings held by the Board of Directors and the committees of the Board of Directors on which he or she served with the following exceptions: Guadalupe DeLaCruz was the only director to attend less than 75% of the meetings of the entire board. Mr. DeLaCruz tendered his resignation from the Board in February 2011. Directors that attended less than 75% of committee meetings were: Guadalupe DeLaCruz, Dr. Dulce V. Dudley, Paulette P. Kempfer (Mrs. Kempfer tendered her resignation from the Board in February 2011), John S. Kimbell (Mr. Kimbell retired from the Board in April 2011), Dianne G. Krumsee and Joseph C. Smallwood, Jr. It is a practice of the Bank that the Bank’s directors attend the annual meetings of shareholders, and all of the Bank’s directors attended the 2010 annual meeting of shareholders with the exception of Jeffrey D. Davis, Edward J. Mace, John McWilliams, Thomas F. O’Reilly and Joseph C. Smallwood, Jr.

Board Independence

The Board of Directors has determined that each of its members other than Gary L. Tice, the Chairman and Chief Executive Officer of the Bank and Garrett S. Richter, the President of the Bank, has no material relationship with the Bank (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Bank) and qualifies as an independent director under the rules applicable to companies listed on The Nasdaq Stock Market (―NASDAQ‖).

In addition to the specific NASDAQ criteria, in assessing the independence of our directors, our board of directors considered whether they believe the transactions disclosed in the section entitled ―Certain Relationships and Related Party Transactions,‖ as well as any other transactions, relationships, arrangements, or factors, could impair a director’s ability to exercise independent judgment.

Committees of the Board of Directors

The Board of Directors of the Bank has a standing Executive Committee, Audit Committee, Compensation Committee, Nominations Committee, Loan Committee, Investment Committee and Compliance Committee.

Executive Committee

The Executive Committee, which met three times during 2010, has the power and authority to manage the affairs of the Bank between meetings of the Board of Directors, provided that all final decision making authority on matters of policy and procedure rest with the Board of Directors. The Executive Committee also reviews significant corporate matters, planning and strategies and recommends action as appropriate to the Board of Directors. The Executive Committee’s current members are Gary L. Tice (Chairman), Edgar E. Davis, Michael J. Kerschner, Dianne G. Krumsee, James S. Lindsay, Edward J. Mace, Donald Major, and Robert T. Zellers. Christopher C. Casciato and Adam D. Compton are

16 expected to become members of the Executive Committee upon their election as directors on or about April 29, 2011. The Board of Directors has adopted an Executive Committee Charter, a copy of which is available on the Bank’s website at www.fnbofgc.com.

Audit Committee

The Audit Committee, which met five times during 2010, reviews the affairs of the Bank with the Bank’s independent auditors, including a review of the accounts and the financial statements of the Bank and the overall financial condition of the Bank. The committee also examines the Bank’s internal controls to determine whether adequate safeguards are in place, and determines whether officers and employees of the Bank have provided adequate cooperation and assistance to the Bank’s independent auditors. The Audit Committee reviews and pre-approves all audit and non-audit services performed by the Bank’s accountants, or other accounting firms, other than as may be allowed by applicable law. The Audit Committee’s current members are Edward J. Mace (Chairman), Brian E. Cobb, Jeffrey D. Davis, Robert M. Feerick, George Kidd and J. Nathan Stout. The Board has also determined that Edward J. Mace and J. Nathan Stout are ―audit committee financial experts,‖ as defined by rules of the Securities and Exchange Commission (the ―SEC‖). McGladrey & Pullen, LLP is independent within the meaning of the NASDAQ Stock Market listing standards, as currently in effect. The Board of Directors has adopted an Audit Committee Charter, a copy of which is available on the Bank’s website at www.fnbofgc.com.

Compensation Committee

The Compensation Committee met three times during 2010. The Compensation Committee’s current members are Thomas F. O’Reilly (Chairman), Thomas G. Brewer, Michael J. Kerschner, Calvin J. Pratt and Joseph C. Smallwood, Jr. Christopher C. Casciato and Adam D. Compton are expected to become members of the Compensation Committee upon their election as directors on or about April 29, 2011. The Board of Directors has adopted a Compensation Committee Charter, a copy of which is available on the Bank’s website at www.fnbofgc.com.

The Compensation Committee has overall responsibility for establishing, implementing and monitoring the compensation structure, policies and programs of the Bank, provided that all final decision making authority on matters of policy and procedure rest with the Board of Directors. The Committee is responsible for assessing and making recommendations to the full Board of Directors regarding the total compensation paid to the Chief Executive Officer and other executive officers of the Bank at the level of Vice President and above. Accordingly, the Compensation Committee is responsible for determining whether the compensation paid to the officers is fair, reasonable and competitive, and whether such compensation serves the interests of the Bank’s shareholders.

The Compensation Committee recommends the compensation to be paid to the Chief Executive Officer and the other officers of the Bank as noted above to the full Board of Directors for approval. The Compensation Committee and the Chief Executive Officer annually review the performance of the Bank’s other executive officers. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are reviewed by the Compensation Committee and then the Compensation Committee makes its recommendations to the full Board of Directors for approval.

The Compensation Committee’s Chairman regularly reports to the Board on the actions and recommendations of the Compensation Committee. The Compensation Committee has retained Strategic Compensation Planning, Inc., a compensation consulting firm, and may retain (at the Bank’s expense) outside counsel and other advisors to assist as needed.

17 Nominations Committee

The Nominations Committee was established by the Board of Directors in March 2011, and, consequently, had no meetings in 2010. The Nominations Committee will meet at least annually to make recommendations to the Board of Directors with respect to the composition of the Board and the nomination and election of directors, provided that all final decision making authority on matters of policy and procedure rest with the Board of Directors. The Nominations Committee’s current members are J. Nathan Stout (Chairman), Dr. Dulce V. Dudley, Judy Miller, Thomas F. O’Reilly and Gary L. Tice. Christopher C. Casciato and Adam D. Compton are expected to become members of the Nominations Committee upon their election as directors on or about April 29, 2011. The Board of Directors has adopted a Nominations Committee Charter, a copy of which is available on the Bank’s website at www.fnbofgc.com.

Nominations by Shareholders. The Board of Directors will consider director candidates recommended by shareholders, provided the following procedures are followed by shareholders in submitting recommendations:

Shareholder nominations must be delivered in writing to the Secretary of the Bank; Submissions must include sufficient biographical information regarding the recommended candidate including age, his or her employment history for at least the previous five years (including employer names and a description of their business) and such person’s other board memberships, if any; and The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the shareholders.

Submissions should be delivered to the Secretary of the Bank not less than 60 days prior to the first anniversary of the date on which the Bank first mailed its proxy materials for the prior year’s annual shareholders meeting. Any submissions received after such date will not be considered until the following year’s annual shareholders meeting.

Director Qualifications. It is the policy of the Board of Directors to seek and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Bank. The Board of Directors seeks a diverse group of candidates (including diversity of age, skills, background and experience) who possess the background, skills and expertise to make significant contributions to the Board of Directors, the Bank and its shareholders. Desired qualities to be considered include:

Experience (in one or more of the following):

High-level leadership experience in business or administrative activities;

Breadth of knowledge about issues affecting the Bank and its subsidiaries;

The ability and willingness to contribute special competencies to Board of Directors activities; and

The ability to read and understand financial statements.

18 Personal Attributes:

Personal integrity;

Loyalty to the Bank and concern for its success and welfare;

Willingness to apply sound and independent business judgment;

Awareness of a director’s vital role in the Bank’s good corporate citizenship and its corporate image;

Availability for meetings and consultation on Bank matters;

Contacts within the community; and

The willingness to assume Board of Directors and fiduciary responsibilities.

Qualified candidates for membership on the Board of Directors will be considered without regard to race, religion, sex, ancestry, national origin or disability.

The Board of Directors does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder or by the Nominations Committee.

Loan Committee

The Loan Committee met thirteen times during 2010. The Loan Committee’s current members are Edgar E. Davis, James S. Lindsay, Edward J. Mace, John McWilliams, J. Nathan Stout, Timothy S. Weidle and Robert T. Zellers. Pursuant to the Bank’s Bylaws, Garrett S. Richter, President, C.C. Coghill (Committee Chairman), Chief Credit Officer and Ronald L. Rucker, Chief Lending Officer, are additional voting members. The Loan Committee, on behalf of the Bank, has the power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, and to exercise authority regarding loans and discounts.

Investment Committee

The Investment Committee met twelve times during 2010. The Investment Committee’s current members are Robert T. Zellers (Chairman), Robert M. Feerick, George Kidd, Donald Major, Judy Miller and Calvin J. Pratt. The Investment Committee, on behalf of the Bank, has the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the Board of Directors is not in session, all other powers of the Board of Directors regarding investment securities that may be lawfully delegated.

Compliance Committee

The Compliance Committee met four times during 2010. The Compliance Committee’s current members are Dr. Dulce V. Dudley (Chairperson), Brian E. Cobb, Jeffrey D. Davis, Dianne Krumsee, John McWilliams and Timothy S. Weidle. The Compliance Committee, on behalf of the Bank, has the power to ensure that the Bank has in place proper policies and procedures to ensure compliance with all applicable federal and state laws and regulations. The Compliance Committee shall also have the duty to monitor and ensure the Bank’s compliance with the Community Reinvestment Act and any related regulations.

19 Role of Risk Oversight

The Bank’s Board of Directors primarily administers its risk oversight function through the Audit Committee of the Board. The Audit Committee is comprised of six independent, non-employee board members and its Chairman is a certified public accountant. The quarterly meetings of the Audit Committee consist of reports from the Bank’s external audit firm and the Bank’s Chief Executive Officer and Chief Administrative Officer. All of the discussions of the Audit Committee are reported to the Bank’s full Board of Directors at the Board’s quarterly meeting.

In addition to the Bank’s Audit Committee, several committees of the Bank’s Board of Directors address risk oversight. These committees are: the Executive Committee, whose primary function is oversight of strategic planning, and to act on behalf of the Board between Board meetings when necessary, to the extent authorized within its charter, the Compliance Committee, whose primary function is oversight of internal audit and compliance risk; the Investment Committee, whose primary function is oversight of asset liability management and interest rate risk; and the Loan Committee, whose primary function is oversight of credit risk. All of these committees meet not less than quarterly, except the Loan Committee, which meets monthly, and the results of all meetings are reported directly to the full Board of Directors of the Bank. All members of the Bank’s Board of Directors are members on at least one of these risk-related committees of the Bank.

All members of management of the Bank who are responsible for risk oversight report to the Bank’s Chief Executive Officer, who reports to the full Board of Directors of the Bank.

Shareholder Communications with the Board of Directors

The Board of Directors has implemented a process for shareholders to send communications to the Board of Directors. Shareholders who wish to communicate directly with the Board of Directors or any particular director should deliver any such communications in writing to the Secretary of the Bank. The Secretary will compile any communications he or she receives from shareholders and deliver them periodically to the Board of Directors or the specific directors requested. The Secretary of the Bank will not screen or edit such communications, but will deliver them in the form received from the shareholder.

Code of Ethics

The Bank has adopted a code of business conduct and ethics in compliance with Item 406 of Regulation S-K for the Bank’s principal executive officer, principal financial officer and principal accounting officer. The Bank’s Conflicts of Interest—Code of Ethics Policy is available on the Bank’s website at www.fnbofgc.com on the Investor Relations webpage under the caption, ―Corporate Governance.‖ Any person may request a free copy of the Bank’s Conflicts of Interest—Code of Ethics Policy by sending a request to the following address: First National Bank of the Gulf Coast, 3560 Kraft Road, Naples, FL 34105, Attention: Investor Relations. The Bank intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Bank’s Conflicts of Interest—Code of Ethics Policy by posting such information on its website, at the address specified above.

No Family Relationships Among Directors and Officers

There are no family relationships between any director or executive officer of the Bank and any other director or executive officer of the Bank.

20 EXECUTIVE OFFICERS

Executive officers of the Bank are appointed by the Board of Directors of the Bank and hold office at the pleasure of the Board of Directors. The executive officers of the Bank are as follows:

Name Age Position with the Bank Gary L. Tice 63 Chairman, Chief Executive Officer and Director Garrett S. Richter 60 President and Director C.C. Coghill 67 Senior Executive Vice President and Chief Credit Officer Robert T. Reichert 48 Senior Executive Vice President and Chief Administrative Officer Ronald L. Rucker 68 Executive Vice President and Chief Lending Officer

Biographical information for Messrs. Richter and Tice are in the section titled ―Election of Directors‖ above.

C.C. Coghill has served as our Senior Executive Vice President and Chief Credit Officer since October 2009. Prior to October 2009, Mr. Coghill served in the same capacity for First National Bank of the Gulf Coast (in organization) from 2007. Mr. Coghill has been involved in the banking industry for over 40 years. He began his career as a national bank examiner and has held various management level positions within the industry, including chief credit officer of F.N.B. Corporation from 2001 to 2004 and executive credit officer of First National Bank of Florida from 1991 to 2005. Mr. Coghill also served as area president and senior loan officer for Community National Bank from 1985 to 2001. While Mr. Coghill was chief credit officer of First National Bank of Florida, the bank earned the highest credit quality rating awarded by the OCC for banks with assets between $3 and $20 billion. Mr. Coghill is a graduate of East Carolina University with a B.A. degree in business administration. He was the past chairman of Group 9 and a past council member of the Florida Bankers Association. He served as president and on the advisory board of the Southwest Florida AIB Chapter and also as the president of the Southwest Florida Bank Executives Roundtable. Mr. Coghill is also active in the community and has served as the treasurer of the United Way of Lee County, treasurer of the Pelican Bay Rotary Club and finance chairman of the North Naples United Methodist Church.

Robert T. Reichert has served as our Senior Executive Vice President and Chief Administrative Officer since October 2009. Prior to October 2009, Mr. Reichert served in the same capacity for First National Bank of the Gulf Coast (in organization) from 2007. Mr. Reichert has held various management positions within the financial industry. Mr. Reichert held the position of executive vice president and chief financial officer of Lydian Trust Company from October 2005 through August 2007. In 2003, Mr. Reichert was appointed senior vice president and chief financial officer of First National Bankshares of Florida upon its spin-off from F.N.B. Corporation. In January 2005, First National Bankshares of Florida was acquired by Fifth Third Bancorp. At that time Mr. Reichert was named senior vice president and chief financial officer responsible for accounting and finance. He remained with Fifth Third Bank through August 2005. After spending 12 years with Ernst & Young LLP, he joined F.N.B. Corporation in 1996 and held the position of senior vice president and controller, and was responsible for holding company and affiliate bank financial accounting, reporting and asset and liability management. Mr. Reichert obtained his B.S. degree from Clarion University of Pennsylvania, and was a certified public accountant from 1987 through 2000.

21 Ronald L. Rucker has served as our Executive Vice President and Chief Lending Officer since October 2009. Mr. Rucker has over 35 years banking experience in Collier County. From August 2006 to July 2008, Mr. Rucker served as the President and CEO of Hillcrest Bank, Florida located in Naples. Prior to that position, he spent over 10 years with First National Bank of Florida as EVP and Senior Lender. When First National merged with Fifth Third Bank in 2005, Mr. Rucker stayed on for eight months as SVP of the lending division to assist with the merger. Throughout Mr. Rucker’s career, he has held positions in commercial, consumer and residential lending. Mr. Rucker is a graduate of the Florida School of Banking. Mr. Rucker has lived in the Naples community for over 42 years and has been very active within the community by volunteering for numerous organizations.

22 EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal 2010 and 2009

The following table provides certain information concerning compensation earned for services rendered in all capacities by our principal executive officer, principal financial officer and our other executive officers, referred to in this Proxy Statement as our named executive officers, during the fiscal years ended December 31, 2010 and 2009. Non-Equity All Other Name and Principal Stock Option Incentive Plan Compensation Position Salary Bonus Awards Awards Compensation (1) Total Gary L. Tice (3) 2010 200,678$ 40,417 $ 241,095 Chairman and 2009 109,744$ - - - - 5,131 $ 114,875 Chief Executive Officer

Garrett S. Richter (3) 2010 140,670$ 37,963 $ 178,633 President 2009 71,906$ - - - - 4,669 76,575$

Robert T. Reichert (3) 2010 213,458$ 33,350 $ 246,808 Senior Executive Vice 2009 176,077$ - - - - 16,826 $ 192,903 President and Chief Administrative Officer

C.C. Coghill (3) 2010 200,678$ 40,311 $ 240,989 Senior Executive Vice 2009 104,724$ - - - - 5,131 $ 109,855 President and Chief Credit Officer

Ronald L. Rucker (3) 2010 220,672$ 24,691 $ 245,363 Executive Vice 2009 177,702$ - - - - 4,111 $ 181,813 President and Chief Lending Officer

Karen R. Makowski 2010 $ ------$ - Former President and 2009 169,534$ - - - 41,500 479,135 (2) $ 690,169 Chief Executive Officer of Panther

(1) Consists of automobile allowance, COBRA and other health reimbursement, phone allowance, club membership dues and 401(k) matching contributions. We also provide our executive officers with group medical, dental, life, and disability insurance coverage that are available to all full time employees. The cost of that insurance is not included in this table. (2) Includes separation payment of $225,331 associated with the termination of employment agreement, $236,904 for 109,600 repurchased stock options, auto allowance of $6,900 and $10,000 for outplacement services. Ms. Makowski terminated her employment agreement on October 30, 2009. (3) As a result of the merger, Messrs. Tice, Richter, Reichert, Coghill and Rucker joined the Bank in October 2009, however they were employed throughout 2009. Total compensation for 2009 is reflected.

23 401(k) Plan

Our named executive officers are entitled to all benefits generally made available to our employees, including the eligibility to participate in our 401(k) plan. Our 401(k) plan is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, referred to herein as the Code. In general, all of our employees, who are working at least 20 hours per week and are at least 21 years of age, are eligible to participate immediately upon hire. Our 401(k) plan includes a salary deferral arrangement pursuant to which the participants may contribute, subject to certain Code limitations, a minimum of 0% and a maximum of 100% of their salary on a pre- tax basis (up to $16,500 per year, plus $5,500 in qualified catch up deferrals). We may make both matching and additional contributions each year, subject to certain Code limitations, in the discretion of our Board of Directors. A separate account is maintained for each participant in our 401(k) plan. The portion of a participant’s account attributable to his or her own contributions is 100% vested. Distributions from our 401(k) plan may be made in the form of a lump-sum cash payment or in installment payments.

Employment, Change of Control and Severance Arrangements

The Bank does not have any employment agreements, change of control agreements or other severance agreements in place with any of its named executive officers.

Outstanding Equity Awards at 2010 Fiscal Year-End

There were no outstanding equity awards for any named executive officer as of December 31, 2010.

Equity Compensation Plan Information

The following table illustrates information with respect to the shares available under our equity compensation plans as of December 31, 2010.

Number of securities Number of securities to Weighted average remaining available for be issued upon exercise price of future issuance under exercise of outstanding outstanding options equity compensation options plans

Directors' Stock Option Plan 209,088 $ 7.58 321,964 Officers' and Employees' Stock Option Plan 68,640 $ 7.58 462,412

Total 277,728 $ 7.58 784,376

Director Compensation for Fiscal Year 2010

Our bylaws permit our directors to receive reasonable compensation as determined by a resolution of our board of directors. We did not pay any directors’ fees during the fiscal year ended December 31, 2010. We may, pursuant to our bylaws, begin to compensate our directors at some time in the future.

24 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

We expect to have banking and other transactions in the ordinary course of business with our directors, officers and affiliates, including members of their families or corporations, partnerships, or other organizations in which such officers or directors have a controlling interest, on substantially the same terms, including price, or interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. These transactions are not expected to involve more than the normal risk of collectability or present other unfavorable features. Loans to individual directors and officers must also comply with our lending policies, regulatory restrictions and statutory lending limits, and directors with a personal interest in any loan application will be excluded from the consideration of such loan application. We intend for all of such transactions with affiliates to be on terms no less favorable than could be obtained from an unaffiliated third party and to be approved by a majority of the disinterested directors.

The Bank has purchased four automobiles from Top Hat Imports, dba Tamiami Ford, Inc., a car dealership owned by Robert T. Zellers, a director of the Bank. The aggregate purchase price of the four automobiles was approximately $126,616.

The Bank’s branch office located at 50 Joel Boulevard, Lehigh Acres, Florida, is part of a strip plaza that was constructed by Free 1, LLC. Gilmor Financial Services, Michael Kerschner and Dianne Krumsee, who are all affiliates or directors of the Bank, each own an interest in Free 1, LLC. The Bank leases this facility from Free 1, LLC, pursuant to a lease expiring on August 31, 2017, at a present cost of $12,099 per month.

The Bank leases a warehouse facility located at 4755 Mercantile Avenue #3, Naples, Florida, from Mercantile Business Center, a storage facility. James Lindsay, a director of the Bank, owns an interest in the facility. The Bank leases the facility at a cost of $977 per month plus common area maintenance fees. The lease is subject to annual adjustments equal to the CPI, with a maximum increase of 3% annually. The lease commenced on January 1, 2011 and terminates on December 31, 2015.

On April 15, 2011, the Bank entered into an Investment Agreement with Lightyear, whereby Lightyear committed to purchase $6,633,125 of the Bank’s common stock in a private placement. The Investment Agreement grants Lightyear a right to nominate and maintain a representative on the Board of Directors. Christopher C. Casciato is Lightyear’s nominee for the Board of Directors. Mr. Casciato is a Managing Director of Lightyear.

On April 15, 2011, the Bank entered into an Investment Agreement with GMT, whereby GMT committed to purchase $6,633,125 of the Bank’s common stock in a private placement. The Investment Agreement grants GMT a right to nominate and maintain a representative on the Board of Directors. Adam D. Compton is GMT’s nominee for the Board of Directors. Mr. Compton is Vice President and head of Financial Services Sector at GMT.

25 AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the Bank’s 2010 audited financial statements with management. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with the independent auditors the independent auditors’ independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2010 for filing with the Office of the Comptroller of the Currency (the ―OCC‖).

Respectfully submitted,

The Audit Committee

Edward J. Mace, Chairman Brian E. Cobb Jeffrey D. Davis Robert M. Feerick George Kidd J. Nathan Stout

26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 18, 2011 with respect to ownership of the outstanding common stock of the Bank by (i) each director and named executive officer of the Bank, (ii) all directors and executive officers of the Bank, as a group, and (iii) all persons known to the Bank to own beneficially more than 5% of the outstanding shares of the Bank’s common stock.

Number of Name of Beneficial Owner (1) Shares Owned Warrants Options Percent (2) Thomas Brewer 51,700 25,340 - 1.4438% C.C. Coghill 51,000 25,200 - 1.4281% Brian E. Cobb 61,500 30,300 - 1.7188% Edgar E. Davis 126,000 55,200 - 3.3770% Jeffrey D. Davis 61,000 30,200 - 1.7076% Dulce V. Dudley 26,000 12,700 - 0.7270% Robert M. Feerick 51,100 25,220 - 1.4304% Michael J. Kerschner 26,400 5,280 46,464 1.4573% George Kidd 3,300 660 23,232 0.5097% Dianne G. Krumsee 242,880 48,576 23,232 5.8467% James S. Lindsay 71,000 37,700 - 2.0325% Edward J. Mace 102,500 50,500 - 2.8539% Donald Major 101,000 50,200 - 2.8205% John B. McWilliams 9,900 1,980 23,232 0.6581% Judy R. Miller 356,400 71,280 23,232 8.3424% Thomas F. O'Reilly 51,000 25,200 - 1.4281% Calvin J. Pratt 26,000 12,700 - 0.7270% Robert T. Reichert 53,500 25,200 - 1.4750% Garrett S. Richter 101,000 50,200 - 2.8205% Ronald L. Rucker 500 100 - 0.0113% Joseph C. Smallwood, Jr. 101,000 50,200 - 2.8205% J. Nathan Stout 13,200 2,640 23,232 0.7322% Gary L. Tice 201,000 100,200 - 5.5667% Thomas S. Weidle 26,000 12,700 - 0.7270% Robert T. Zellers 100,000 50,000 - 2.7982% All directors and executive 2,014,880 799,476 162,624 47.4599% officers as a group (25 persons)

(1) ―Beneficial ownership‖ includes shares for which an individual, directly or indirectly, has or shares voting or investment power, or both, and also includes options and warrants that are exercisable within 60 days of April 18, 2011. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The ownership percentages are based upon 5,310,523 shares of common stock outstanding. Pursuant to the rules of the Securities and Exchange Commission, certain shares of our common stock that a beneficial owner has the right to acquire within 60 days pursuant to the exercise of stock options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such owner, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and any person who beneficially owns more than 10% of our common stock to file reports of ownership and changes in ownership with the Office of the Comptroller of the Currency. Executive Officers, directors, and more than 10% shareholders are required by regulation to furnish us with copies of all Section 16(a) forms which they file. During 2010, certain of our directors and Executive Officers who own our stock filed Form 3s or Form 4s with the Office of the Comptroller of the Currency. The information on these

27 filings reflects the current ownership position of all such individuals. Based solely on the review of copies of the filings we have received, it is our belief that all such reports were timely filed during 2010 except for Robert T. Reichert (one transaction), who inadvertently filed one late Form 4.

OTHER MATTERS

Annual Report to Shareholders and Report on Form 10-K

Additional information concerning the Bank, including financial statements, is provided in the Bank’s 2010 Annual Report to Shareholders that accompanies this proxy statement.

Shareholder Proposals for 2012 Annual Meeting

The deadline for submission of shareholder proposals for inclusion in the Bank’s proxy statement for the 2012 Annual Meeting of Shareholders is December 23, 2011. Additionally, the Bank must receive notice of any shareholder proposal to be submitted at the 2012 Annual Meeting of Shareholders (but not required to be included in the Bank’s proxy statement) by February 22, 2012, or such proposal will be considered untimely and the persons named in the proxies solicited by management may exercise discretionary voting authority with respect to such proposal.

Other Business

The Board of Directors knows of no other matters to be brought before the annual meeting. However, if other matters should come before the annual meeting it is the intention of the persons named in the enclosed form of proxy to vote the proxy in accordance with their judgment of what is in the best interest of the Bank.

28