8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 27, 2005

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida	0000-21329	65-0655973
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

599 9th Street North, Suite 101, Naples, Florida	34102-5624
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (239) 263-3344

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-14.1 Board of Directors Ethics Code

Ex-14.2 Senior Financial Officer Ethics Code

Ex-14.3 TIB Financial Code of Ethics

Ex-99.1 Audit Committee Charter

Section 5. Corporate Governance and Management

ITEM 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On September 27, 2005, the board of directors of TIB Financial Corp. approved the TIB Financial Corp. and Subsidiaries Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers of TIB Financial Corp. and Subsidiaries. A copy of this document is attached as an exhibit to this Form 8-K.

Section 8. Other Events

     ITEM 8.01 Other Events

Also, on September 27, 2005, the board of directors of TIB Financial Corp. approved revisions to the TIB Financial Corp. and Subsidiaries Code of Business Conduct and Ethics along with revisions to the Audit Committee Charter and approved a Code of Business Conduct and Ethics for Members of the Board of Directors. Copies of these documents are attached as exhibits to this Form 8-K.

Section 9. Financial Statements and Exhibits

     ITEM 9.01. Financial Statements and Exhibits

     (a) Exhibits

14.1	TIB Financial Corp. and Subsidiaries Code of Business Conduct and Ethics for Members of the Board of Directors
14.2	TIB Financial Corp. and Subsidiaries Code of Business Conduct and Ethics for Chief Executive Officer and Senior Financial Officers
14.3	TIB Financial Corp. and Subsidiaries Code of Business Conduct and Ethics
99.1	Audit Committee Charter

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIB FINANCIAL CORP.
By:	/s/ Edward V. Lett
Edward V. Lett, President and Chief Executive Officer

Date: September 30, 2005

EX-14.1

Exhibit 14.1

TIB FINANCIAL CORP. AND SUBSIDIARIES

CODE OF BUSINESS CONDUCT AND ETHICS
FOR
MEMBERS OF THE BOARD OF DIRECTORS

     The Boards of Directors (the “Board”) of TIB Financial Corp. and TIB Bank (the “Company”) have adopted the following Code of Business Conduct and Ethics (the “Code”) for directors of the Company. The Company defines proper business and ethical behavior as: A rule of conduct conforming to accepted standards of professional and social behavior and adhering to honest, right minded and virtuous moral principles. This Code is intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and maintain our culture of honesty and accountability in accordance with our Corporate Governance Guidelines. Each director must comply with the letter and spirit of this Code.

     No code or policy can anticipate every situation that may arise or replace the thoughtful behavior of ethical directors. Accordingly, this Code is intended to focus the Board on areas of ethical risk, provide guidance to the members of the Board to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and encourage an atmosphere of honesty, accountability and integrity. Directors are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chairman of the Board and the Chairman of the Corporate Governance and Nomination Committee (CGNC), who may consult with legal counsel as appropriate.

     This Code should be considered along with the Company’s Bylaws, Corporate Governance Guidelines and applicable laws and regulations.

1. Director Responsibilities.

     The Board represents the interests of stockholders, as owners of the Company, in optimizing long-term value by overseeing management performance on the stockholders’ behalf. The Board’s responsibilities in performing this oversight function include a duty of care and a duty of loyalty. A director’s duty of care is the responsibility to exercise appropriate diligence in overseeing the management of the Company, making decisions and taking other actions. A director’s duty of loyalty is the responsibility to act in good faith and in the Company’s best interests, not the interests of the director, a family member or an organization with which the director is affiliated. Directors shall not use their positions for personal gain.

2. Conflict of Interest.

     Directors must avoid any conflicts of interest or the appearance of conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Board and the Chairman of the CGNC.

     Related party transactions involving a director must be approved by the Board.

     A “conflict of interest” occurs when a director’s private interest interferes in any way — or even appears to interfere — with the interests of the Company as a whole. A conflict situation can arise when a director takes actions or has interests that may make it difficult to perform his or her duties to the Company objectively and effectively. Conflicts of interest also arise when a director, or a member of his or her immediate family¹, receives improper personal benefits as a result of his or her position as a director of the Company.

     This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors must refrain, however, are set out below.

• Relationship of Company with third-parties. Directors may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

• Compensation from non-Company sources. Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company.

• Gifts. Directors and members of their immediate families may not give gifts to or accept gifts from persons or entities who deal with the Company as a means of improperly inducing business, or where acceptance of the gifts could create the appearance of a conflict of interest.

• Personal use of Company assets. Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board, and the Chairman shall immediately report any such approval to the full Board. The Director will reimburse the Company at market rates for use of such assets. All directors should protect the Company’s assets and ensure their efficient use.

• Extensions of Credit. Any extension of credit to a director or to a company in which a director is an executive officer, must comply with the applicable provisions of law and the Company’s Corporate Governance Guidelines and must be approved by the Company’s Board.

3. Corporate Opportunities.

     Directors are prohibited from: (a) taking for themselves personally, or a member of his or her immediate family,¹ opportunities that are discovered through the use of corporate property, information or position; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company, provided, however, if the Company’s disinterested directors in that issue determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may do so,

but only after full written disclosure to the CGNC, and upon the written approval of a majority of the disinterested Directors on both the CGNC and the Board. Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

¹ NASDAQ Exchange Rule 4200(a) (14) defines “family member” to include a person’s spouse, parents, children, and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

4. Confidentiality.

     Directors shall maintain the confidentiality of information entrusted to them by the Company or its customers, and any other confidential information about the Company that comes to them, from whatever source and in whatever form or medium, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company or its customers that might be of use to competitors or investors, reveal private information of customer, or be harmful to the Company or its customers, if disclosed.

     Directors should not speak individually for the Company with the press or investors unless requested by the Chief Executive Officer. Directors shall refer any such inquiries to the CEO.

5. Compliance with laws, rules and regulations; fair dealing.

     Directors shall comply with applicable laws, rules and regulations in their service to the Company, including without limitation, the applicable provisions of state and federal securities laws, the Florida Business Corporation Act and applicable state and federal banking laws. Transactions in Company securities should also be governed by the Company’s Corporate Governance Guidelines.

     It is the Company’s goal to protect shareholder investments through strict enforcement of the prohibition against insider trading set forth in federal securities laws and regulations. No director may buy or sell securities of the Company at a time when in possession of material non-public information (except for trades made pursuant to certain pre-existing trading plans established in compliance with applicable law). Passing such information to someone who may buy or sell securities is also prohibited. The prohibition on insider trading applies to the Company’s securities and to securities of other companies if the director learns of material non-public information about those other companies in the course of his or her duties for the Company. This prohibition also extends to certain non-employees and non-directors of the Company, such as related persons and close friends of directors, who may learn of material non-public information about the Company. Insider trading is both unethical and illegal. Directors receive a notification quarterly, and more frequently as necessary, outlining when trading in the Company’s securities is or is not permitted.

     In addition, each director should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

6. Encouraging the reporting of any illegal or unethical behavior.

     Directors should promote ethical behavior and take steps to ensure that the Company: (a) encourages employees to talk to supervisors, managers and/or other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules, regulations, and the Company’s Employee Code of Business Conduct and Ethics, to appropriate personnel; and (c) informs employees that the Company will not allow retaliation for reports made in good faith.

7. Waivers; Compliance Procedures.

     Any waiver of any provision of this Code may only be made by the CGNC after due deliberation and a determination by such committee that appropriate controls to protect the Company are in place and with the approval of a majority of the Board. Any such waiver must be promptly disclosed to the shareholders of the Company.

     Directors shall communicate any suspected violations of this Code promptly to the Chairman of the Board and the Chairman of the CGNC. Violations will be investigated by the CGNC or by a person or persons designated by the CGNC and appropriate action will be taken in the event of any violations of the Code.

     This document replaces and supercedes any and all other previous TIB Codes of Business Conduct and Ethics for members of the Board of Directors of the Company.

EX-14.2

Exhibit 14.2

TIB FINANCIAL CORP. AND SUBSIDIARIES

Code of Ethics for
Chief Executive Officer and Senior Financial Officers

TIB Financial Corporation and its subsidiaries (the “Company”) have adopted this Code of Ethics for Senior Financial Officers (the “Code”). This Code applies to the Company’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), Director of Financial Reporting, Controller and persons performing similar functions (the “Senior Financial Officers”). These individuals have an obligation to the public, the Company, and themselves to maintain the highest standards of ethical conduct.

Senior Financial Officers are expected to act and perform their duties ethically and honestly and with
the utmost integrity. They should not commit acts contrary to these standards of ethical conduct nor
should they condone the commission of such acts by others within the organization.

General Standards of Ethical Behavior

Senior Financial Officers will:

• Conduct their personal and professional affairs in a way that avoids both real and apparent conflicts of interest between their interests and the interests of the Company.

• Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties to the Company.

• Communicate to executive management of the Company and to accountants engaged in financial audits of the Company, all relevant unfavorable as well as favorable information and professional judgments or opinions.

• Encourage open communication and full disclosure of financial information by providing a well understood process under which management is kept informed of financial information of importance, including any departures from sound policy, practice, and accounting norms.

• Ensure that all relevant staff members understand the Company’s open communication and full disclosure standards and processes.

• Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

• Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others, which includes at a minimum the purchase or sale of Company stock other than when the trading window is open.

• Have a duty of loyalty

Standards Regarding Financial Records and Reporting

The Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports filed by the Company with the SEC and in other public communications made by the Company.

Senior Financial Officers will:

• Establish appropriate systems and procedures to ensure that business transactions are recorded on the Company’s books in accordance with Generally Accepted Accounting Principles, established company policy, and appropriate regulatory pronouncements and guidelines.

• Establish and administer financial accounting controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the safe, sound, and profitable operation of the Company.

• Completely disclose all relevant information reasonably expected to be needed by the Company’s regulatory examiners and internal and external auditors for the full, complete, and successful discharge of their duties and responsibilities. This will also include promptly reporting to the attention of the Company’s Disclosure Committee any material information of which they may become aware that affects the disclosures made by the Company in its public filings or otherwise assisting the Disclosure Committee in fulfilling its responsibilities related to financial reporting.

• Promptly report to the Audit Committee any information they may have concerning any actual or apparent conflicts of interest between personal and professional relationships involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

• Promptly report to the Company’s Disclosure Committee and the Audit Committee any information they may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and identify any material weakness in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting disclosures or internal controls or (c) any significant changes in internal controls or (d) any concerns regarding material inaccuracies involving accounting estimates, accounting errors, or inappropriate application of accounting principles.

• Comply with the standards and restrictions imposed by applicable laws, rules and regulations (including those relating to the Sarbannes Oxley Act of 2002), and in particular those relating to accounting and auditing matters, applicable to the Company and the operation of its business. Senior Financial Officers shall promptly bring to the attention of the CEO and Audit Committee any information they may have concerning evidence of a material violation of those laws, rules, or regulations by the Company or any agent thereof.

Reporting of Violations

Any employee of the Company who becomes aware of actual or potential infractions of this Code of Ethics for Senior Financial Officers, or who has concerns regarding questionable accounting or auditing matters involving the Company or a Senior Financial Officer, should submit a report to the Audit Committee, or submit a report through the confidential and anonymous Ethics Hotline maintained by the Company.

Consequences of Violations

Violations of this Code may subject the Senior Financial Officer to disciplinary actions as determined by the Board of Directors (or its designee). Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, and may include suspension or termination. The General Counsel and/or the Audit Committee will investigate violations of this Code.

Waivers and Amendments of the Code

The Company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s Board of Directors and promptly disclosed pursuant to applicable laws and regulations.

EX-14.3

Exhibit 14.3

TIB FINANCIAL CORP. AND SUBSIDIARIES

To: All TIB Financial Corp. and TIB Bank Employees

TIB has long enjoyed — and has long deserved — an excellent reputation for integrity in the conduct of our business and in our relationships with customers, shareholders and employees.

Clearly, as we pursue our individual job responsibilities, we must always comply with applicable laws and regulations. But at TIB, “integrity” has always meant more than that. It also means ensuring that our business conduct is free from conflicts of interest in both fact and appearance. And it means handling the assets and affairs of our customers with the utmost care. The TIB Code of Business Conduct and Ethics for Employees is designed to provide guidance for each of us in these areas.

If you have any questions about how to apply the principles of the Code to your daily job, I invite you to ask your supervisor for clarification. Additional help in understanding what the Code means and how it applies to you may be obtained by contacting the Human Resources Department.

Edward V. Lett Chief Executive Officer

Table of Contents

	Introduction	page 4
I.	What Employees can expect from TIB	page 4
	A. Equal opportunity
	B. Affirmative action
	C. Ability and qualification primary basis for selection and promotion
II.	What TIB expects of Employees	page 4
	A. Adherence to code of conduct
	B. Avoidance of illegal conduct
	C. Performance of work duties in the best interests of the company
	D. Adherence to expense account policies and guidelines
	E. Cooperation in investigations
	F. Compliance with substance abuse policies
	G. Avoidance of discrimination and harassment
	H. Diligence in following Corporate PC & Internet Security Guidelines
III.	Responsibility of Employees to avoid possible conflicts of interest	page 5
	A. Outside activities vs. interests of the company
	B. Solicitation of money, gifts or other compensation
	C. Acceptance of money, gifts or special treatment
	D. Serving under power-of-attorney, executor, or as personal representative
	E. Outside employment or directorships
	F. Borrowing from customers, competitors or suppliers
	G. Processing personal business transactions
IV.	Dealings between Employees and the company	page 7
	A. Officer borrowing from the company
	B. Discretionary decisions
	C. Public statement of opinion
	D. Copyright ownership
	E. Employees giving legal, tax, accounting or investment advice
V.	Responsibility as a steward of other’s financial interests	page 7
VI.	Privacy rights of customers	page 7

VII.	Responsibility in the marketplace	page 9
	A. Gifts to customers, competitors, or suppliers
	B. Accuracy of information provided to customers, employees, etc.
	C. Agreements or arrangements with competitors
	D. Services provided to customers
	E. Confidential information
	F. Public information
	G. Accuracy and fairness of records
	H. Embezzlement or misapplication of finds
VIII.	Professionalism in business and personal matters	page 10
	A. Follow the code of conduct
	B. Company property
	C. Personal financial affairs
IX.	Responsibility of citizenship	page 10
X.	Political contributions	page 10
XI.	Implementation	page 11
XII.	Responsibility of Employees to report violations	page 11
XIII.	Enforcement of Code of Business Conduct and Ethics	page 11
XIV.	Conflict Between this Document and Other Documents	page 11

TIB Bank Code of Business Conduct and Ethics

Policy

The TIB Code of Business Conduct and Ethics (the “Code”) expresses the core values of our company. Each employee of the company must read, understand, and abide by the letter and the spirit of the Code. The honesty, integrity, and sound judgment of our employees are essential to TIB’s reputation and success. In all situations, employees will act to avoid even the appearance of legal or ethical impropriety.

Introduction

This Code includes standards for the workplace environment which TIB employees are expected to observe and promote as well as standards for each employee’s own conduct.

The terms “TIB” and “company” means TIB Financial Corp. and its subsidiaries. If policies of subsidiaries cover the same subject matter as the Code, the more stringent policy must govern.

I. What Employees can expect from TIB

TIB pledges fair treatment to all employees. Specifically, TIB

A.	Seeks to promote equal employment and career advancement opportunity, and to eliminate bias on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation, or any classification protected by applicable law.
B.	Maintains ongoing affirmative action programs, and expects managers and all other employees to comply fully with the spirit as well as the provisions of these programs.
C.	Makes demonstrated ability and qualification the primary basis for selection and promotion.

II. What TIB expects of Employees

Integrity and high ethical standards are essential in our business. TIB expects employees to be conscientious and do quality work. Employees should:

A.	Follow the spirit and provisions of the Code. Failing to do so may result in disciplinary action, including termination of employment.
B.	Avoid illegal conduct in your business and personal life. Immediately notify your manager if you are arrested for or convicted of a criminal offense involving theft, dishonesty, and breach of trust

or any other crime.

C. As you work, keep the best interests of TIB in mind.

1.

Handle company business promptly, and understand the difference between your responsibilities and those actions and decisions you are not qualified or authorized to make. Do not conduct or authorize any business transactions unless you have the authority to do so.

2.

Be careful when you enter into legal agreements and other contracts on behalf of TIB. Only do so when it is appropriate and you have authorization from your manager. Employees have no authority to take action that they know is in violation of any statute, rule or regulation. If you are not sure if you have the authority to act or whether a proposed action has been authorized you should ask for guidance from your manager, or the appropriate Executive Officer.

D.	Be truthful and accurate when you file for reimbursement of expenses and follow the relevant policies and guidelines.
E.	Be truthful and accurate during an internal or external investigation, and maintain the confidentiality of the investigation. Failure to cooperate in an investigation may lead to disciplinary action up to and including termination.
F.	Comply with policies contained in the TIB Employee Handbook.
G.	Perform your duties without discrimination on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation or any other classification protected by applicable law. Do not engage in harassment of any kind, including sexual harassment
H.	Comply with the company’s PC & Internet Security Guidelines and be diligent in safeguarding the security of our information and physical assets.
I.	Have a duty of loyalty

III. Responsibility of Employees to avoid possible conflicts of interest

You receive compensation and benefits from TIB, and must not use your association with the company for other personal gain. If you have questions about an activity that might violate or appear to violate this policy, check with your manager or the appropriate Executive Officer.

Follow these guidelines to avoid possible conflicts of interest:

A. Ensure that no outside personal, business, charitable, religious, civic, or investment activities

conflict with the interests of the company.

1. Employees may directly or indirectly sell, purchase, or lease property or services to or from the company only if:

a.	The transaction is in the ordinary course of business on terms and conditions generally available to the public, less any standard company-approved employee discount.
b.	The transaction is fair and reasonable to the company at the time it is approved and employees disclose details of the transaction and get prior written approval from the appropriate Executive Officer.

2. The primary business obligation of employees is to TIB, and any activities or investments that detract from this obligation must be avoided. Unless an appropriate Executive Officer gives prior written approval, employees must not directly or indirectly:

a.	Engage in any business activity or make any investment that competes with the business interests or activities of TIB.
b.	Acquire or retain investments or financial interests in any business entity that is or may reasonably be expected to become a customer, competitor, or supplier of TIB, if you are in a position to influence decisions between TIB and the business entity and have direct contact with that business such as a loan officer, purchasing officer, or their direct supervisor.
c.	Employees must never trade in a security while in possession of material, non-public information about the issuer. Employee trading should not be based upon information that is confidential or proprietary to TIB, its subsidiaries or affiliates, its clients, or its counter-parties.
d.	To avoid even the appearance of impropriety, employees are prohibited from purchasing public offerings where TIB or its affiliates have a relationship with the issuer and the employee is involved in that relationship.

B.

To avoid possible conflicts of interest, and because it is potentially illegal under the Bank Bribery Act, employees must not directly or indirectly solicit money, gifts or other compensation benefiting themselves for business decisions they make for the company or for services that are part of their job. Bribes, kickbacks, or other illegal payments cannot be accepted. You should inform the appropriate Executive Officer of any offer or gift made to influence or reward you in connection with company business. If you are uncertain as to the application of this provision you should contact your manager.

C.

In some instances, employees may accept gifts of nominal or reasonable value without risk of corruption or breach of trust. Described below are guidelines for accepting gifts. Generally, employees may accept:

1.	Gifts, gratuities, amenities, or favors based on obvious family personal relationships (such as those between the parents, children, or spouse of an employee) when the circumstances make it clear that such relationships, rather than the business of the company, are the motive for the gift.
2.	Meals, refreshments, travel arrangements or accommodations, or entertainment, as long as all are of reasonable value, are in the mutual business interest of TIB and the other party, and do

	not create a sense of obligation.
3.	Gifts of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, religious holiday, etc.
4.	Advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars, or similar items.

D.	Do not serve under a power-of-attorney or as executor, personal representative, trustee or guardian of an estate, trust or guardianship established by anyone other than a family member, without obtaining written permission of your manager.
E.	Do not accept directorships or positions with for-profit corporations, non-profit organizations or accept employment with outside companies without getting written approval first from your manager.
F.	Employees may not directly or indirectly obtain credit from a customer, competitor or supplier of TIB except when the person granting the credit does so solely as a family member or personal friend independent of any business relationship with TIB; or the granting of credit is within the ordinary course of business, based on terms generally available to others, given without reference to the assets or credit standing of TIB; and complies with all applicable laws and TIB policies.
G.	Employees may not directly or indirectly process their own personal banking transactions. (This does not include employee internet Banking). In addition, employees may not directly or indirectly process the banking transactions of their family members or significant others as well as those transactions of any person residing in their household.

IV. Dealings between Employees and the company

A.	Officers may not directly or indirectly obtain credit (including overdrafts) from TIB unless the type of credit desired is permitted by Reg. O or as published in the TIB Credit Policy Manual.
B.	Employees may not make discretionary decisions for TIB (such as approving extensions of credit or overdrafts, waiving service charges or late fees, or purchasing goods or services) with respect to themselves, their relatives, or organizations in which they hold a material management or financial interest.
C.	When you are publicly stating a personal opinion which might be construed as the opinion of TIB you should make it clear you are speaking only for yourself and not TIB.
E.	Do not give legal, tax, accounting, or investment advice to any customer, unless you are qualified and authorized to do so. In general, customers should be told to seek professional legal, tax, and accounting advice from their own advisors.

V. Responsibility as a steward of other’s financial interests

Our customers rely on us to maintain confidentiality and exercise prudence when dealing with their

financial affairs, funds, and property.

A.	Employees should ensure that all confidential and proprietary information they receive in their jobs is used only for “need-to-know” purposes and not provided to unauthorized persons. This information should also not be used for investment, business, charitable, religious, civic, or other purposes unrelated to the business of the company. Confidential and proprietary information should not be used as a basis for buying, selling, trading, or recommending the purchase, sale, or trading of any securities of any entity until the public has the same information.
B.	Employees should ensure that all non-public information concerning the securities, financial condition, earnings, and other performance data of TIB remains confidential until provided to the public by TIB.
C.	Employees should maintain the confidentiality of information entrusted to them by the company or its customers, except when disclosure is authorized or legally mandated.

VI. Privacy rights of customers

To protect the rights of customers to privacy, TIB expects employees to:

       A. Securely maintain all files and records which contain customer information.

B.	Divulge no personal or financial information to others except with proper customer authorization, through proper legal process or regulation, or for permissible credit reporting purposes.
C.	Fully adhere to TIB’s corporate policy titled Privacy Statement.

VII. Responsibility in the marketplace

TIB will be honest and fair in relations with customers, competitors and suppliers.

A.	Employees must not give money, gifts of other than nominal value, or unusual hospitality to any customer, competitor, or supplier of TIB in order to influence that person to favor TIB.
B.	Employees must not lie or provide misleading information to any customer, director, or employee of TIB or to any attorney, accountant, auditor, or agent retained by TIB or to any government agent or regulator.

C.	Employees must not engage in discussions or enter into agreements with competitors about prices for services or other competitive policies and practices.
D.	Employees must try to provide information that is clear, factual, relevant, and honest to help customers select services that meet their needs. All services will be equally available to all customers who meet relevant criteria and standards.
E.	Confidential information about TIB, its shareholders, existing or prospective customers, competitors or suppliers, gained through association with TIB must be used by employees solely for TIB purposes. Such information must not be provided to any other person or firm, or used for personal, private, business, charitable, or any other purpose.
F.	Information, advertising, and other statements released to the public by TIB must be truthful and not misleading. Media inquiries should be directed to the Company’s CEO.
G.	The financial statements, books, records, accounts and all financial information of TIB must accurately and fairly reflect the company’s transactions and operations. Employees must not, directly or indirectly, knowingly falsify any company documents.
H.	TIB will seek the prosecution of any employee suspected of embezzlement or misapplication of funds.

VIII. Professionalism in business and personal matters

A.	Employees are governed by the TIB Code of Business Conduct and Ethics and must follow the provisions of the Code in a manner that will protect the integrity and reputation of TIB and themselves.
B.	Employees must not convert property or assets of TIB to personal use.
C.	Employees must manage their own financial affairs responsibly. They must disclose to their manager any personal financial problems that might cause embarrassment to the company if they became public knowledge or might affect their judgment concerning company business.

IX. Responsibility of citizenship

A. TIB intends to be a good corporate citizen in every community in which it operates, supporting worthy civic, cultural, educational, social and other programs contributing to the quality of life.

B.	Employees are encouraged to exercise their rights and duties as private citizens. Since certain civic activities may adversely affect job performance, employees must obtain written approval from an appropriate Executive Officer before seeking or accepting any public office and before serving as the chairperson or treasurer of a political campaign committee for any candidate or political party.
C.	Although employees are encouraged to participate freely and actively in the political process, they must follow all applicable laws, rules, and regulations (including those relating to conflicts of interest and ethical improprieties by government officials) and make sure that the activities do not interfere with the employee’s ability to perform his or her employment duties.
D.	No bribe or other compensation to influence a decision or action should be paid to or accepted from any political or government official.

X. Political contributions

A.	Federal law prohibits all corporations from making federal political contributions and prohibits banks from making contributions to federal, state, or local candidates for election. In addition, various state laws further limit the ability of corporations to make political contributions.
B.	Where lawful, TIB may make contributions concerning civic or governmental issues in which TIB has a particular interest. These contributions cannot be to candidates for elective office. They may be made only after receiving an opinion from corporate counsel that the contribution is lawful and the prior written approval of the appropriate Executive Officer.
C.	Any contributions by TIB to candidates for elective public office will require that the contribution is lawful and the prior written approval of TIB’s Chief Executive Officer.
D.	Employees may contribute to TIB-sponsored political action committees. Employees may contribute on their own behalf to political candidates provided all applicable laws as well as specific departmental policies are followed. Certain employees who assist TIB in soliciting municipal finance business are subject to additional restrictions on their contributions.

XI. Implementation

Each employee is responsible for knowing the contents of the Code and following its instructions at all times. The rules of the Code will be enforced through audit, examination, and personnel procedures. Employees should address questions in writing concerning whether specific activities are prohibited or restricted by the Code to TIB’s Director of Human Resources.

XII. Responsibility of Employees to report violations

If you believe the law and/or the Code is being violated, including concerns regarding questionable accounting, financial reporting or auditing matters, you must report the situation promptly (within 48

hours) to your manager and/or to the Director of Human Resources. If you believe that your welfare and safety will be compromised in reporting instances of suspected misconduct, you should use the TIB Ethics Hotline (1-877-234-5151) to report anonymously or confidentially. Your concerns or suspicions are important to the company. The Company will not discharge, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. The appropriate Ethics Hotline member will conduct an investigation to determine if a violation has occurred. TIB will ensure unbiased treatment of all parties concerned. Such disclosure does not eliminate the obligation to file federal suspicious activity reports or other required regulatory filings.

XIII. Enforcement of Code of Business Conduct and Ethics

Instances of failure to comply with this Code of Business Conduct and Ethics will be reported to management, the Audit Committee, the Corporate Governance and Nomination Committee, and as appropriate, to TIB’s regulatory agencies and/or law enforcement agencies

XIV. In the case of a conflict between any section of this Code of Business Conduct and Ethics for Employees and any other document addressing the same or similar issues, this document prevails.

TIB Code of Business Conduct and Ethics for Employees Acknowledgement Form

I, (employee), acknowledge receipt of The TIB Code of Business Conduct and Ethics (The Code), and that I have read and understand the contents of The Code. I further understand that I must follow the spirit and provisions of The Code. Failing to do so may result in disciplinary action, including, but not limited to termination of my employment.

Print Name:

Signature: Date:

EX-99.1

Exhibit 99.1

Policy for:	Audit Committee Charter
Board Approved:	September 27, 2005
Last Revision Date:	September 27, 2005
Department/Individual Responsible
For Maintaining/Updating Policy:	Eric Llau

This charter governs the operations of the audit committee (the “Audit Committee”) of TIB Financial Corp. and its subsidiaries (“collectively referred to herein as the “Company”). The Audit Committee shall review and reassess the charter at least annually and obtain the approval of the board of directors.

PURPOSE

The Audit Committee is appointed by the Board of Directors to assist the board in fulfilling its oversight responsibilities for (1) the integrity of the company’s financial statements, (2) the company’s compliance with legal and regulatory requirements, (3) the external auditor’s qualifications and independence, and (4) the performance of the company’s internal audit function and independent auditors.

AUTHORITY

The audit committee has authority to conduct or authorize investigations into any matters within
its scope of responsibility. It is empowered to:

• Appoint, compensate, and oversee the work of the public accounting firm employed by the organization to conduct the annual audit. This firm will report directly to the audit committee.

• Resolve any disagreements between management and the auditor regarding financial reporting.

• Pre-approve all auditing and permitted non-audit services performed by the company’s external audit firm.

• Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.

• Seek any information it requires from employees—all of whom are directed to cooperate with the committee’s requests—or external parties.

• Meet with company officers, external auditors, or outside counsel, as necessary.

• The committee may delegate to one or more designated members of the committee the authority to preapprove all auditing and permitted non-audit services, providing that such decisions are presented to the full committee at its next scheduled meeting.

COMPOSITION

The Audit Committee shall be appointed annually by the full board of directors upon recommendation of the Chairman of the Board, and shall be comprised of at least four members. The Corporate Governance and Nomination Committee shall make a recommendation for Chairman of the committee to the full board, and the Chairman will be elected by the full Board. Each member of the Audit Committee shall be a member of the Board of Directors of the Company, and shall otherwise be independent. In order to be considered “independent,” the member of the Audit Committee must meet the definition of independence set forth in the Nasdaq’s definition of “independent director,” as well as the criteria for independence set forth in the Sarbanes-Oxley Act. All committee members shall be financially literate, and at least one member shall be a financial expert, as such term is defined by the Securities and Exchange Commission and Nasdaq. No committee member shall simultaneously serve on the audit committees of more than two other public companies.

MEETINGS

The committee will meet at least four times a year, including each time the company proposes to issue a press release with its quarterly or annual earnings information, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will meet separately, periodically, with management, with internal auditors and with external auditors. It will also meet periodically in executive session. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

RESPONSIBILITIES

The committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and reporting issues and understand their impact on the financial statements. These issues include:

Ø	Complex or unusual transactions and highly judgmental areas
Ø	Major issues regarding accounting principles and financial statement presentations, including any significant changes in the company’s selection or application of accounting principles.
Ø	The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company

• Review analyses prepared by management and/or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.

• Review with management and the external auditors the results of the audit, including any difficulties encountered, and matters required to be discussed by SAS No. 61. This review will include any restrictions on the scope of the external auditor’s activities or on access to requested information, and any significant disagreements with management.

• Review the interim financial statements with management and the external auditors prior to the filing of the Company’s Quarterly Report on Form 10-Q. The committee shall discuss the results of the quarterly review and any other matters required to be communicated to the committee by the external auditors under generally accepted auditing standards. The chairman of the committee may represent the entire committee for the purposes of this review.

• Review with management and the external auditors the financial statements to be included in the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of Form 10-K, and the company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”), including the auditors’ judgment about the quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

• Review disclosures made by CEO and CFO during the Forms 10-K and 10-Q certification process about significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the company’s internal controls.

• Review and approve earnings and other related press releases in advance (particularly use of “pro forma,” or “adjusted” non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies. This review may be general (i.e., the types of information to be disclosed and the type of presentations to be made).

• The committee shall review with legal counsel any regulatory matters that may have a material impact on the financial statements.

Internal Control

• The committee shall review and assess the company’s business and financial risk management process, including the adequacy of the overall control environment and controls in selected areas representing significant risk.

• The committee shall review and assess the company’s system of internal controls for detecting accounting and financial reporting errors, fraud and defalcations, legal violation, and non-compliance with the corporate code of conduct. The committee shall review the related findings and recommendations of the external and internal auditors, together with management’s responses.

• The committee shall review management’s status on their assessment of internal control, including any internal control deficiencies identified and status of remediation efforts.

Internal Audit

• Review with management and the outsourced internal audit firm the policy, plans, activities, budget, staffing, and organizational structure of the internal audit function, and any changes required in the scope of their internal audits.

• Review with management and the outsourced internal audit firm significant findings on internal audits during the year and management’s responses thereto.

• Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the outsourced internal audit firm.

• Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing.

• On a regular basis, meet separately with the outsourced internal audit firm to discuss any matters that the committee or internal audit believes should be discussed privately.

External Audit

• The Audit Committee shall have a clear understanding with management and the external auditors that the external auditors are ultimately accountable to the board and the Audit Committee, as representatives of the Company’s shareholders. The Audit Committee shall discuss with the auditors their independence from management and the Company and the matters included in the written disclosures required by the Independence Standards Board. Annually, the committee shall review and recommend to the board the selection of the Company’s external auditors.

• All auditing services (which may entail providing comfort letters in connection with securities underwritings or statutory audits required for purposes of State law) and non-audit services, other than non-audit services of the Company deemed “de minimus” under law, which are provided to the Company by the Company’s auditors, shall be preapproved by the Audit Committee. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant preapprovals required by this Charter. The decisions of any member to whom authority is delegated to preapprove an activity shall be presented to the full Audit Committee at its scheduled meetings. If the Audit Committee approves an audit service within the scope of the engagement of the auditor, such audit service shall be deemed to have been preapproved for purposes of this Charter.

• Review the external auditors’ proposed audit scope (as defined on the engagement letter) and coordination with internal audit.

• Review all material written communications between the external auditors and management, such as any management letter or schedule of unadjusted differences.

• Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors. In performing this review, the committee will:

Ø	At least annually, obtain and review a report by the external auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control or Public Company Accounting Oversight Board review of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more external audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the external auditor and the company.
Ø	Take into account the opinions of management and internal audit.
Ø	Review and evaluate the lead partner of the external auditor.
Ø	Present its conclusions with respect to the external auditor to the Board.

• Ensure that any hiring of employees or former employees of the external auditors complies with the independence rules of the Securities and Exchange Commission.

• On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.

• Ascertain that the lead (or concurring) audit partner from any public accounting firms performing audit services, serves in that capacity for no more than five fiscal years of the company. In addition, ascertain that any partner other than the lead or concurring partner serves no more than seven years at the partner level on the company’s audit.

• Consider, with management, the rationale for employing audit firms other than the principal auditors.

Compliance

• Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of noncompliance.

• Review with the general counsel legal and regulatory matters that, in the opinion of management, may have a material impact on the financial statements, related company compliance policies, and programs and reports received from regulators.

• Establish procedures for: (i) The receipt, retention, and treatment of complaints received by the listed issuer regarding accounting, internal accounting controls, or auditing matters; and (ii) The confidential, anonymous submission by employees of the listed issuer of concerns regarding questionable accounting or auditing matters.

• Review the findings of any examinations by regulatory agencies, and any auditor observations.

• Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.

• Obtain regular updates from management and company legal counsel regarding compliance matters.

• Review significant potential conflicts of interest and approve related party transactions.

Reporting Responsibilities

• Regularly report to the board of directors about committee activities and issues that arise with respect to the quality or integrity of the company’s financial statements (including, but not limited to, any ethic hotline reports), the company’s compliance with legal or regulatory requirements, the performance and independence of the company’s external auditors, and the performance of the internal audit function.

• Provide an open avenue of communication between internal audit, the external auditors, and the board of directors.

• Prepare an annual Audit Committee Report for inclusion in the Holding Company’s Annual Proxy Statement that describes the committee’s composition, responsibilities and how they were discharged, and states that a formal audit charter has been approved.

• Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.

• Review any other reports the company issues that relate to committee responsibilities.

Other Responsibilities

• Discuss with management the company’s major policies with respect to risk assessment and risk management.

• Perform other activities related to this charter as requested by the board of directors, by law, or the company’s charter or bylaws.

• Institute and oversee special investigations as needed.

• Review with management the policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal audit outsourced function or the external auditors.

• Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.

• Confirm annually that all responsibilities outlined in this charter have been carried out.

• Conduct an annual self-assessment to review the effectiveness of the committee and individual members, and discuss recommendations for improvement with the board of directors.

• Create an agenda for the ensuing year.