Seacoast BANKING CORPORATION OF FLORIDA

April 11, 2005

TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:

          You are cordially invited to attend the 2005 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 12, 2005, at 3:00 P.M., Local Time (the “Meeting”).

          Enclosed are the Notice of Meeting, Proxy Statement, Proxy and our 2004 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.

          We want to thank you for your support this past year. We are proud of our performance in 2004, and we encourage you to review carefully our Annual Report.

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

		Sincerely,
		Dennis S. Hudson III
		President & Chief Executive Officer

Table of Contents

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 2005

          Notice is hereby given that the 2005 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 12, 2005, at 3:00 P.M., Local Time (the “Meeting”), for the following purposes:

The enclosed Proxy Statement explains these proposals in greater detail.

          Only shareholders of record at the close of business on March 11, 2005 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
		President & Chief Executive Officer

April 11, 2005

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

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
May 12, 2005

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 2005 Annual Meeting of Shareholders of Seacoast to be held on May 12, 2005, 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 2004 Annual Report to Shareholders (“Annual Report”), including financial statements for the fiscal year ended December 31, 2004, accompanies this Proxy Statement. These materials are first being mailed to the shareholders of Seacoast on or about April 11, 2005.

          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:

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 15,500,344 total votes entitled to be cast by the holders of the outstanding Common Stock.

          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 by the holders of the outstanding shares of Common Stock entitled to vote in the election. This means that Proposal 1 will be approved only if more votes cast at the Meeting are voted in favor of the proposal than are voted against the proposal. Neither abstentions nor broker non-votes will be counted as votes cast for purposes of determining whether Proposal 1 has received sufficient votes for approval.

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          Unless otherwise required by the Company’s Articles of Incorporation or Bylaws, or by applicable law, any other proposal that is properly brought before the Meeting will require approval by the affirmative vote of a plurality of 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 24.06 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 March 11, 2005 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. At the close of business on such date, there were 17,103,647 shares of Common Stock issued and 15,500,344 shares outstanding, which were held by approximately 809 holders of record.

          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 Proposal 1, 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.

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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 banking subsidiary, First National Bank and Trust Company of the Treasure Coast (the “Bank”). The members of the Boards of Directors of the Bank and the Company are the same except for Marian B. Monroe, who is currently a director 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 2006 Annual Meeting of shareholders; Class II directors, who presently are serving a term expiring at the Company’s 2007 Annual Meeting of shareholders; and Class III directors, who presently are serving a term expiring at the Company’s 2005 Annual Meeting of shareholders. Currently, the Board is classified as follows:

          Upon approval of Proposal 1, the Class III directors will be re-elected for a three-year term expiring at the Company’s 2008 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.

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          The following table sets 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 position and offices with Seacoast or the Bank, a brief description of his principal occupation and business experience, and the number of shares of Common Stock beneficially owned by him as of March 11, 2005. See “Corporate Governance.”

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CORPORATE GOVERNANCE

Independent Directors

     The Company’s Common Stock is listed on the Nasdaq National 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. Included among the Company’s independent directors are the following current directors and nominees for director: Stephen E. Bohner, John H. Crane, Evans Crary, Jr., T. Michael Crook, Christopher E. Fogal, Jeffrey S. Furst, Thomas E. Rossin, and John R. Santarsiero, Jr.

Independent Director Meetings in Executive Sessions

     The Company’s independent directors, as defined under the Nasdaq rules, 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. Any independent director may call an executive session of independent directors at any time.

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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 Chair 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.

          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.

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 give effect to the Nasdaq corporate governance listing standards and various other corporate governance matters.

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 and its financial officers, both of which are available, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, Stuart, Florida 34994. These codes comply with Nasdaq and SEC requirements.

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Board Meeting Attendance

          The Board of Directors held seven meetings during 2004. All of the directors attended at least 75 percent of the total number of meetings of the Board except Messrs. Crook and Fogal, who both attended 71 percent of the meetings. All directors attended at least 75 percent of the meetings of Board committees on which they served. All of the Company’s incumbent Directors were in attendance at the Company’s 2004 Annual Meeting, except Messrs. Rossin, Santarsiero and Thurlow. 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 both serve the same functions for the Company and the Bank.

          Salary and Benefits Committee. The Company’s Salary and Benefits Committee is composed of Messrs. Crary (Chairman), Bohner, Furst, Rossin and Santarsiero, all of whom are independent directors as defined in the Nasdaq rules. The Committee has the authority set forth in its Charter, including determining the compensation of the Company’s and the Bank’s executive officers and employees, and administers various aspects of the Company’s benefit and incentive plans. This committee has the power to administer the provisions of the Company’s Profit Sharing Plan, Employee Stock Purchase Plan, the Seacoast Banking Corporation of Florida 1991 Stock Option and Stock Appreciation Right Plan (the “1991 Incentive Plan”), the Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan (the “1996 Incentive Plan”), the Seacoast Banking Corporation of Florida 2000 Long-Term Incentive Plan (the “2000 Incentive Plan”), the Non-Employee Directors Stock Compensation Plan (the “Directors Stock Plan”), the Executive Deferred Compensation Plan and the Directors Deferred Compensation Plan. This Committee held two meetings in 2004. See “Salary and Benefits Committee Report.”

          Audit Committee. The Audit Committee is composed of Messrs. Fogal (Chairman), Crane, Crary and Crook, all of whom are “independent directors,” as defined in the Nasdaq rules. The Audit Committee has the responsibilities set forth in the Audit Committee Charter, 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 entire audit function and appraising the effectiveness of internal and external audit efforts. The Audit Committee periodically reports its findings to the Board of Directors. The Audit Committee met 15 times during 2004.

          Nominating/Governance Committee. The Nominating/Governance Committee is composed of Messrs. Furst (Chairman), Bohner, Rossin and Santarsiero, all of whom are independent directors as defined in the Nasdaq rules. 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 said 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, which is attached as Exhibit A to the Company’s 2004 proxy statement. The Committee held two meetings during 2004.

          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. Such committees perform those duties customarily performed by similar committees at other financial institutions.

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Compensation of Directors

          Board members who are not executive officers of the Company are paid an annual retainer of $23,000 for their service as directors of the Company and its subsidiaries. In addition to the annual retainers, non-management Board members receive $700 for each Board meeting attended, $700 for each committee meeting attended and $800 for each committee meeting chaired. The members of the Salary and Benefits Committee, Audit Committee and Nominating/Governance Committee receive an additional $100 for each of these committee meetings attended and $200 for each of these committee meetings chaired.

Directors Deferred Compensation Plan

          During 2004, the Board of Directors approved a Directors’ Deferred Compensation Plan to allow non-employee directors of the Company and its subsidiaries to defer receipt of fees paid to them for their service on the boards of directors and committees of the Company and its subsidiaries.

Executive Officers

          Executive officers are appointed annually at the organizational meeting of the respective Boards of Directors of Seacoast and the Bank following the annual meetings of shareholders, to serve until the next annual meeting and until successors are chosen and qualified.

Management Stock Ownership

          As of March 11, 2005, based on available information, all directors and executive officers of Seacoast as a group (17 persons) beneficially owned approximately 3,728,617.6 outstanding shares of Common Stock, constituting 24.06 percent of the total number of shares of Common Stock outstanding at that date. Seacoast’s directors and executive officers beneficially owned, as of that date, outstanding shares of Common Stock having 3,728,617.6 votes, or 24.06 percent of the total votes represented by Common Stock outstanding on the Record Date and entitled to vote at the Annual Meeting. In addition, as of the Record Date, various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 73,874 outstanding shares, or 0.48 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.”

EXECUTIVE COMPENSATION

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

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

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Salary and Benefits Committee Report

     General

          The Salary and Benefits Committee of the Board of Directors is composed of five members, all of whom are independent directors as defined in the Nasdaq rules. The Board of Directors designates the members and Chairman of such committee.

     Compensation Policy

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

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

          During 2003, the Committee retained the services of a professional consulting firm to review the Company’s executive compensation program and to comment on its design, competitiveness, and effectiveness. The firm evaluated the Company’s business model and compared a number of Seacoast’s executive positions, including that of the Chief Executive Officer and Chief Operating Officer, to 30 other publicly held regional banks and holding companies of comparable size in the United States. Seacoast compensation was also compared to 14 Florida-based publicly traded banks and thrifts having a median asset size of $1.34 billion. The consultant’s report indicated that Seacoast’s business model relies more upon relationship banking than its competitors, and that this requires the recruiting and retention of superior personnel.

          Seacoast’s overall executive compensation program was found to be reasonable when compared to other similar organizations. The review recommended several items to better align compensation programs with corporate performance for the Named Executive Officers, including increasing the size and frequency of granting options and restricted stock awards. After fully considering the review, the Committee approved changes to Seacoast’s executive compensation program, including an increase in annual incentive targets to more competitive levels with greater upside opportunity for superior results. After further consideration of the consultant’s recommendations in 2004, the Committee approved equity awards for the Chief Executive Officer and Chief Operating Officer, as well as other key executives. The equity awards include both stock options and stock grants, which are subject to certain time-based and performance-based vesting requirements.

     Base Salary and Increases

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

     Short-Term Incentives

          Seacoast’s Key Manager Incentive Plan seeks to align short-term cash compensation with individual performance and performance for the shareholders. Funding for this annual incentive plan is dependent on Seacoast

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first attaining a defined performance threshold for earnings per share. Once this threshold is attained, the Salary and Benefits Committee, using recommendations from the Company’s chief executive officer, approves awards to those officers who have made superior contributions to Company profitability as measured and reported through individual performance goals established at the beginning of the year. As specified in the plan, the payout schedule is designed to pay a smaller number of officers the highest level of funded cash incentives to ensure that a meaningful reward is provided to the organization’s top performers. This philosophy better controls overall compensation expenses by reducing the need for significant annual base salary increases as a reward for past performance, and places more emphasis on annual profitability and the potential rewards associated with future performance. Salary market information is used to establish competitive rewards that are adequate in size to motivate strong individual performance during the year. The Key Manager Incentive Plan paid an aggregate of $1,114,000 in 2004, which was distributed among 17 persons.

     Long-Term Incentives

          Stock options granted under Seacoast’s long-term incentive plans, the 1991 Incentive Plan, the 1996 Incentive Plan, and the 2000 Incentive Plan are designed to motivate sustained high levels of individual performance and align the interests of key employees with those of the Company’s shareholders by rewarding capital appreciation and earnings growth. Upon the recommendation of the chief executive officer, and subject to approval by the Salary and Benefits Committee, stock options are awarded periodically to those key officers whose performance has made a significant contribution to Seacoast’s long-term growth. Based on its review of the recommendations made by the independent third party retained for such purpose in 2003, on December 21, 2004, the Committee awarded options on 96,500 shares of Common Stock to 33 key employees under the 2000 Incentive Plan, including four of the Named Executive Officers. These options were priced at the closing price of the Company’s Common Stock on the day of the grant. On the same date, restricted stock awards totaling 51,950 shares of Common Stock were granted to nine key managers, including the five Named Executive Officers, under the 2000 Incentive Plan. Of the restricted stock awarded, 5,195 shares vest on the first anniversary of the grant date and 20,780 shares vest over the following four years at the rate of 20 percent per year, subject to the continued employment of the recipient. The remainder of the restricted stock awards are performance-based and will vest, subject to the continued employment of the recipient, over a five-year performance period based on the Company’s earnings per share growth over the performance period.

     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 executives’ compensation is made by the Board of Directors. Changes in base salary and the awarding of cash and stock incentives are based on overall financial performance and profitability related to objectives stated in the Company’s strategic performance plan and the initiatives taken to direct the Company. In addition, utilizing published surveys, databases, and proxy statement data, including, for example, public information compiled from the SNL Executive Compensation Review and the Wyatt Financial Institution Benchmark Compensation Report (collectively, the

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“Survey Data”), the Salary and Benefits Committee surveyed the total compensation of chief executive officers of comparable-sized financial institutions located in comparable markets nationally, as well as of similarly-sized, locally-based public banks and thrifts.

          After reviewing the findings of the independent consultant retained in 2003 for such purpose and the Survey Data, the salary for Mr. Dennis S. Hudson, III, President and Chief Executive Officer of Seacoast, was increased by $22,688 to $476,446 annually, beginning in 2005. This adjustment maintained Mr. Hudson’s total compensation at the median of the comparative groups. Based on specific accomplishments and the overall financial performance of Seacoast, including the achievement of targeted performance goals for 2004, Mr. Hudson III was awarded a cash incentive award of $175,000 for 2004 under the Key Manager Incentive Plan, compared to an award of $45,000 in 2003.

     Summary

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

April 11, 2005

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Audit Committee Report

          The Audit Committee monitors the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee operates under a written charter originally adopted by the Board of Directors on June 20, 2000, and subsequently revised in 2003 to reflect changes required by the Sarbanes-Oxley Act and the National Association of Securities Dealers, Inc. (“NASD”). The Audit Committee’s charter was first published in its entirety as Exhibit A to the Company’s 2001 Proxy Statement. In 2003 the Committee revised its written charter following the adoption of new Nasdaq governance standards, which was then approved by the Board of Directors, and included as Exhibit B to the Company’s 2004 proxy statement. This report reviews the actions taken by the Audit Committee with regard to the Company’s financial reporting process during 2004 and particularly with regard to the Company’s audited consolidated financial statements as of December 31, 2004 and 2003 and for the three years in the period ended December 31, 2004.

          The Audit Committee currently is composed of four persons, all of whom are “independent,” as defined by the NASD. None of the committee members is or has been an officer or employee of the Company or any of its subsidiaries, has engaged in any nonexempt business transaction or has any nonexempt business or family relationship with the Company or any of its subsidiaries or affiliates. In addition, the Board of Directors has determined that Christopher E. Fogal, Chairman of the Committee, is both “independent” under NASD rules and an “audit committee financial expert” as defined by the SEC. The Audit Committee also serves as the audit committee of the Bank.

          The Company’s management has the primary responsibility for the Company’s financial statements and reporting process, including the systems of internal controls and reporting. The Company’s independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee monitors the integrity of the Company’s financial reporting process and system of internal controls and monitors the independence and performance of the Company’s independent auditors and internal auditors.

          The Audit Committee believes that it has taken the actions necessary or appropriate to fulfill its oversight responsibilities under the Audit Committee’s charter. To carry out its responsibilities, the Audit Committee met 15 times during 2004.

          In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, including a discussion of the quality (rather than just the acceptability) of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

          The Audit Committee also reviewed with the Company’s independent auditors, KPMG LLP, their judgments as to the quality (rather than just the acceptability) of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, Communication with Audit Committees. In addition, the Audit Committee discussed with KPMG LLP its independence from management and the Company, including the written disclosures, letter and other matters required of KPMG LLP by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Audit Committee also considered whether the provision of services during 2004 by KPMG LLP that were unrelated to its audit of the financial statements referred to above and to their reviews of the Company’s interim financial statements during 2004 is compatible with maintaining KPMG LLP’s independence, and determined that the provision of non-audit services by KPMG LLP is compatible with being independent.

          Additionally, the Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee also discussed KPMG LLP’s evaluation of management’s assessment of the Company’s internal control over financial reporting and KPMG LLP’s audit opinion under Section 404 of the Sarbanes Oxley Act of 2002 and the Public Company Accounting Oversight Board Standard #2.

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          In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the Securities and Exchange Commission. The Audit Committee also recommended to the Board that the Company retain KPMG LLP as the Company’s independent auditors for 2005. The Board has approved and ratified such recommendation. In addition, the Committee has approved the scope of non-audit services anticipated to be performed by KPMG LLP in 2005 and the estimated budget for those services.

April 11, 2005

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

Summary Compensation Table

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Grants of Options/SARs in 2004

          The following table sets forth certain information concerning options granted during 2004 to the Named Executive Officers. No stock appreciation rights (“SARs”) were granted in 2004.

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Aggregated Option/SAR Exercises in 2004
and 2004 Year-End Option/SAR Values

          The following table shows stock options exercised by the Named Executive Officers during 2004, including the aggregate value of gains on the date of exercise. In addition, this table includes the number of shares of Common Stock covered by both exercisable and non-exercisable options as of December 31, 2004. Also reported are the values for “in-the-money” options, which represent the positive spread between the exercise price of any such existing options and the year-end price of the Company’s Common Stock. No SARs were outstanding in 2004.

Long-Term Incentive Plans – Awards in 2004

Performance Shares

          The following table sets forth certain information concerning performance-based restricted stock granted during 2004 to the Named Executive Officers.

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          Notwithstanding the above schedule, 100% of the restricted shares will vest on the fifth anniversary of the grant date if the Company achieves a return on equity (ROE) of at least 16.5% 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.

Profit Sharing Plan

          Seacoast sponsors a Retirement Savings Plan for Employees of the First National Bank & Trust Company of the Treasure Coast (the “Profit Sharing Plan”). The Profit Sharing Plan has various features, including employer matching contribution for salary deferrals of up to 4 percent of the employee’s compensation for each calendar quarter. 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 Code Section 401(k) feature that allows employees to make voluntary “salary savings contributions” ranging from 1 percent to 15 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” of up to 10 percent of compensation (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 2 percent of “retirement eligible compensation,” as defined in the Profit Sharing Plan. At the end of each plan year, the Company’s Board of Directors decides whether to make a profit sharing contribution for the plan year. If it 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.

Executive Deferred Compensation Plan

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

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Performance Graph

          The following line-graph compares the cumulative, total return on Seacoast’s Common Stock from December 31, 1999 to December 31, 2004, with that of the Nasdaq Bank Index (an average of all bank and thrift institutions whose stock is traded on the Nasdaq Stock Market) and the Russell 2000 Financial Services Index (an average of all financial service companies included in the Russell 2000 Index). Cumulative total return represents the change in stock price and the amount of dividends received over the indicated period, assuming the reinvestment of dividends.

Employment and Severance Agreements

          The Bank entered into an executive employment agreement with A. Douglas Gilbert on March 22, 1991. Similar agreements were entered into with Dennis S. Hudson, III on January 18, 1994, and with C. William Curtis, Jr. on July 31, 1995. Each such agreement has a three-year term and provides for automatic renewal on an annual basis at the end of that term; provided neither the employee nor the Bank gives written notice electing not to renew such agreement. Each such agreement contains certain non-competition, non-disclosure and non-solicitation covenants.

          These employment agreements also provide for a base salary, hospitalization, insurance, long term disability and life insurance in accordance with the Bank’s insurance plans for senior management, and reasonable club dues. Each executive subject to these contracts may also receive other compensation including bonuses, and the executives will be entitled to participate in all current and future employee benefit plans and arrangements in which senior management of the Bank may participate. The agreements provide for termination of the employee for cause, including willful and continued failure to perform the assigned duties, crimes, breach of the Bank’s Code of Ethics, and also upon death or permanent disability of the executive. Each agreement contains a Change in Control provision which provides that certain events, including the acquisition of the Bank or the Company in a merger, consolidation or similar transaction,

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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 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. Each 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 supercede the change-in-control provisions in the executives’ employment agreements with the Bank. Also on December 24, 2003, the Company entered into similar agreements with C. William Curtis, Jr. and William R. Hahl, each having a two-year Change in Control Period. On January 7, 2004, the Company executed similar agreements with Jean Strickland, Thomas H. Wilkinson, Executive Vice President of the Bank, and Teresa Idzior, Senior Vice President of the Bank, each having a one-year Change in Control Period.

          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 minimal benefits. 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 salary, a pro-rata bonus, and all accrued and deferred amounts through the termination date, as well as his annual base salary, bonuses and other benefits that otherwise would have been paid over the Change in Control Period. The Company will also provide health and other welfare benefits to the Subject Executive for the duration of the Change in Control Period.

SALARY AND BENEFITS COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

          Messrs. Crary (Chairman), Bohner, Furst, Rossin and Santarsiero are the members of the Salary and Benefits Committee, none of whom is an officer or employee of Seacoast or its subsidiaries. See “Proposal 1 — Election of Directors.”

          Evans Crary, Jr., a director of Seacoast and the Bank, and Chairman of the Bank’s Executive Committee and the Company’s Salary and Benefits Committee, is a retired member of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Thomas, Chartered (“Crary-Buchanan”), a law firm in Stuart, Florida. Crary-Buchanan performed various legal services for Seacoast and the Bank during the fiscal year ended December 31, 2004. Total fees paid by the Company to Crary-Buchanan during the fiscal year ended December 31, 2004 did not exceed five percent of Crary-Buchanan’s gross revenues for the year.

          Thomas E. Rossin, a director of Seacoast and the Bank, and a member of the Company’s Nominating and Governance Committee and Salary and Benefits Committee, provided legal services for the Bank during the fiscal year ended December 31, 2004 and received approximately $18,925 for such services.

CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS

          Several of Seacoast’s directors, executive officers and their affiliates, including corporations and firms of which they are directors or officers or in which they and/or their families have an ownership interest, are customers of Seacoast and its subsidiaries. These persons, corporations and firms have had transactions in the ordinary course of business with Seacoast and its subsidiaries, including borrowings, all of which, in the opinion of Seacoast’s management, were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons and did not involve more than the normal risk of collectibility or present other

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unfavorable features. Seacoast and its subsidiaries expect to have such transactions on similar terms with their directors, executive officers, and their affiliates in the future. The aggregate amount of loans outstanding by the Bank to directors, executive officers, and related parties of Seacoast or the Bank as of December 31, 2004, was approximately $3,101,127, which represented approximately 2.87% of Seacoast’s consolidated shareholders’ equity on that date.

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

PRINCIPAL SHAREHOLDERS

          As of March 11, 2005, the only shareholders known to Seacoast to be the beneficial owners, as defined by SEC rules, of more than 5 percent of the outstanding shares of Common Stock were the following, for whom beneficial ownership information is set forth in the following table.

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INDEPENDENT AUDITORS

          The Board of Directors, upon the recommendation of the Audit Committee, has appointed KPMG LLP, independent certified public accountants, as independent auditors for Seacoast and its subsidiaries for the current fiscal year ending December 31, 2005. KPMG LLP became the independent auditors for Seacoast and its subsidiaries in June 2004, following the dismissal of PricewaterhouseCoopers LLP. The decision to replace PricewaterhouseCoopers LLP with KPMG LLP was made by Seacoast’s Board of Directors, upon the recommendation of the Audit Committee, and was not based upon any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. KPMG LLP’s report on Seacoast’s financial statements for the fiscal year ended December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. KPMG LLP’s report on Seacoast’s internal control over financial reporting expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP has advised Seacoast that neither the firm nor any of its partners has any direct or material interest in Seacoast and its subsidiaries except as auditors and independent certified public accountants of Seacoast and its subsidiaries.

          The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company’s annual financial statements for the year ended December 31, 2004, and fees billed for other services rendered by KPMG LLP during the year.

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

Pre-Approval Policy

          Under the Audit Committee’s Charter, the Audit Committee is required to approve in advance the terms of all audit services provided to the Company as well as all permissible audit-related and non-audit services to be provided by the independent auditors. All services set forth above under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees” were approved by the Company’s Audit Committee pursuant to SEC Regulation S-X Rule 2.01(c)(7)(i).

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10 percent of the Company’s Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, executive officers and persons owning more than 10 percent of the Company’s Common Stock are required to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of such reports and written representations from the reporting persons, the Company believes that, during and with respect to fiscal 2004, all filing requirements applicable to its directors, executive officers and beneficial owners of more than 10 percent of its Common Stock were complied with in a timely manner, with the following exceptions:

          The Form 3 for Mary T. Hudson, required on April 18, 2002 when she became the beneficial owner of more than 10% of Seacoast’s Common Stock due to the elimination of the Company’s Class B Common Stock and its conversion to Common Stock, as well as subsequent Form 4 filings through January 12, 2005, were filed late on January 12, 2005. The Company believes that Mrs. Hudson’s Form 4 dated January 12, 2005 reflects her current holdings. All of the holdings, transactions and changes in Mrs. Hudson’s holdings were filed timely under the name of Dale M. Hudson who shares beneficial ownership.

          The reporting of transactions by C. William Curtis, Jr. on the Form 4s dated July 19, 2004 and August 13, 2004 were inadvertently filed late. The Company believes that Mr. Curtis’ Form 4 dated December 21, 2004 reflects his current holdings.

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SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

          To be considered for inclusion in the Company’s Proxy Statement and Proxy for the 2006 Annual Meeting of Shareholders, a shareholder proposal must be received at the Company’s principal executive offices no later than December 12, 2005, which is 120 calendar days before the one-year anniversary of the date the Company mailed this Proxy Statement to shareholders. Any shareholder proposal not received at the Company’s principal executive offices no later than February 25, 2006, which is 45 calendar days before the one-year anniversary of the date the Company mailed this Proxy Statement to shareholders, will be considered untimely and, if presented at the 2006 Annual Meeting of Shareholders, the proxy holders will be able to exercise discretionary authority to vote your shares on any such proposal to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act.

OTHER MATTERS

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

OTHER INFORMATION

Proxy Solicitation Costs

          The cost of soliciting Proxies for the Meeting will be paid by Seacoast. In addition to the solicitation of shareholders of record by mail, telephone, electronic mail, facsimile or personal contact, Seacoast will be contacting brokers, dealers, banks, or voting trustees or their nominees who can be identified as record holders of Common Stock; such holders, after inquiry by Seacoast, will provide information concerning quantities of proxy materials and 2004 Annual Reports to Shareholders needed to supply such information to beneficial owners, and Seacoast will reimburse them for the reasonable expense of mailing proxy materials and 2004 Annual Reports to such persons.

Annual Report on Form 10-K

          Upon the written request of any person whose Proxy is solicited by this Proxy Statement, Seacoast will furnish to such person without charge (other than for exhibits) a copy of Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, including financial statements and schedules thereto, as filed with the Securities and Exchange Commission. Requests may be made to Seacoast Banking Corporation of Florida, P.O. Box 9012, Stuart, Florida 34995, Attention: Dennis S. Hudson III, President & Chief Executive Officer.

		By Order of the Board of Directors,
		DENNIS S. HUDSON III
		President & Chief Executive Officer

April 11, 2005

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PROXY

COMMON STOCK

THIS PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS

SEACOAST BANKING CORPORATION OF FLORIDA

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
THURSDAY, MAY 12, 2005

The undersigned hereby appoints William R. Hahl and John R. Turgeon, or either of them, each with full power of substitution, as Proxies, to vote all shares of the Common Stock of Seacoast Banking Corporation of Florida (“Seacoast”) which the undersigned may be entitled to vote if personally present at the Annual Meeting of Shareholders to be held at the Port St. Lucie Community Center, 2195 S.E. Airoso Boulevard, Port St. Lucie, Florida, on Thursday, May 12, 2005, at 3:00 P.M., local time, and at any adjournments or postponements thereof (the “Annual Meeting”), as directed below, upon the proposals described in the Proxy Statement and the Notice of Annual Meeting of Shareholders, both dated April 11, 2005, the receipt of which is acknowledged.

(Continued, and to be marked, dated and signed, on the other side)