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

December 16, 2008

Date of Report (Date of earliest event reported)

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

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

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

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

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

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 16, 2008, the Company entered into Amended and Restated Deferred Fee Agreements (the “Agreements” with Messrs. Paul O. Jones, Jr., Thomas J. Longe, John G. Parks, and Otis T. Wallace (collectively, the “Directors”), members of the Company’s Board of Directors. The Agreements were ammended in order to bring each director’s respective deferred compensation plan into compliance with the provisions of section 409A of the Internal Revenue Code. Section 409A of the Internal Revenuie Code provides a one-time election for participants in deferred compensation agreements to receive a lump sum payment provided the payment is made in 2009 and no later than March 14, 2009. In connection with these changes, each Director elected to receive a lump sum distribution in 2009 of the amount vested, accrued and earned through December 31, 2008. These elections were made in connection with each Director's personal tax planning strategy and will result in an elimination of the future expenses that would have been incurred by the Company in connection with the Agreements, had the elections not been made. A copy of the form of the Agreements is attached as exhibit 99.1 to this Form 8-k

ITEM 8.01 OTHER EVENTS

On December 16, 2008, the board of directors of TIB Financial Corp. approved revisions to the Corporate Governance and Nominating Committee, Audit Committee, Strategic Planning Committee and Compensation Committee charters. Copies of these documents are attached as exhibits 99.2 through 99.5 to this Form 8-K.

The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

99.1 Form of Director Deferred Fee Agreement as Amended and Restated

99.2 Corporate Governance and Nominating Committee Charter

99.3 Audit Committee Charter

99.4 Strategic Planning Committee Charter

99.5 Compensation 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.
Date:  December 18, 2008	By:	/s/  Stephen J. Gilhooly
		Stephen J. Gilhooly
		EVP, Chief Financial Officer and Treasurer

EX-99.1

TIB BANK

DIRECTOR DEFERRED FEE AGREEMENT

As Amended and Restated

THIS AGREEMENT is made this _______ day of ________________, 2008, by and between TIB BANK, a Florida banking corporation located in Key Largo, Florida (the “Company”), and ________________ (the “Director”).

WHEREAS, certain revisions to the Agreement are necessary in order to conform such Agreement to the requirements of Section 409A of the Code and related regulations and notices promulgated thereunder, with such revisions to be effective as of December 31, 2008.

NOW, THEREFORE BE IT RESOLVED, that the Agreement shall be revised, amended and restated in its entirety, effective as of December 31, 2008, as follows:

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity.  The Company will pay each Director's benefits from the Company's general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1           Definitions.  Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1                      “Anniversary Date” means December 31 of each year.

1.1.2                      “Change of Control of the Company shall mean (1) a change in ownership of the Company under paragraph (i) below, or (2) a change in effective control of the Company under paragraph (ii) below, or (3) a change in the ownership of a substantial portion of the assets of the Company under paragraph (iii) below. With respect to determination of a Change in Control, Company shall refer to TIB Bank and/or TIB Financial Corp. (the “Holding Company”), the parent bank holding company of TIB Bank.

(i) Change in the ownership of the Company.  A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation.

(ii) Change in the effective control of the Company.  A change in the effective control of the Company shall occur on the date that either (i) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that this sub-section (ii) is inapplicable where a majority shareholder of the Company is another corporation.

(iii) Change in the ownership of a substantial portion of the Company’s assets.  A change in the ownership of a substantial portion of the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(g)(5)(v)(b)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets of the Company, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets.

(iv) For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation Section 1.409A-3(g), except to the extent that such regulations are superseded by subsequent guidance.

1.1.3                      “Code” means the Internal Revenue Code of 1986, as amended.

1.1.4                      “Crediting Rate” means an interest rate calculated annually approximating the cost of an intermediate term unsecured fixed rate borrowing by the holding company rounded down to the nearest whole percentage.

1.1.5                      “Deferral Account” means the Company's accounting of the Director's accumulated Deferrals plus accrued interest.

1.1.6                      “Deferrals” means the amount of the Director's Fees that the Director elects to defer according to this Agreement.

1.1.7                      “Disability” means the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the plan administrator, the Director must submit proof to the plan administrator of the Social Security Administration’s or the provider’s determination.

1.1.8                      “Effective Date” means the initial effective date of July 1, 2003 with respect to the Agreement and December 31, 2008 with respect to the Agreement as amended and restated for the amendment and restatement.

1.1.9                      “Election Form” means the Form attached as Exhibit 1.

1.1.10                      “Fees” means the Director's annual retainer that is paid in quarterly installments for serving as a member of the Board of Directors.

1.1.11                      “Normal Retirement Age” means the later of the Director's 70th birthday or the fifth anniversary of the Effective Date.

1.1.12                      “Normal Retirement Date” means the later of the Normal Retirement Age or the Director's Termination of Service.

1.1.13                      “Payment Rate” means a fixed rate of 8.0% per year.

1.1.14                      “Plan Year” means the calendar year.  The first Plan Year is a short year beginning on the Effective Date.

1.1.14a                       “Specified Employee” means an employee who at the time of Termination of Service is a key employee of the Company, if any stock of the Holding Company is publicly traded on an established securities market or otherwise.  For purposes of this Agreement, an employee is a key employee if the employee is (i) an officer of the Company having an annual compensation greater than $150,000 (as indexed), (ii) a 5-percent owner of the Holding Company, or (iii) a 1-percent owner of the Holding Company having an annual compensation from the Company greater than $150,000 at any time during the twelve (12) month period ending on December 31 (the “identification period”).  If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

1.1.15                      “Termination of Service” means that the Director ceases service with the Company for any reason whatsoever other than by reason of death, Disability, or a leave of absence, which is approved by the Company. "Termination of Service" shall have the same meaning as "separation from service", as that phrase is defined in Section 409A of the Code (taking into account all rules and presumptions provided for in the Section 409A regulations).

1.1.16                      “Unforeseeable Emergency” means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, or the Director’s dependent (as defined in Section 152(a) of the Code), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.

ARTICLE 2

DEFERRAL ELECTION

2.1           Initial Election.  The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within thirty (30) days after the date of this Agreement.  The Election Form shall set forth the amount of Fees to be deferred.  The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2           Election Changes

2.2.1                      Generally.  The Director may modify the amount of Fees to be deferred annually by filing a new Election Form with the Company prior to the beginning of the Plan Year in which the Fees are to be deferred.  The modified deferral election shall not be effective until the calendar year following the year in which the subsequent Election Form is received and approved by the Company.

2.2.2                      Hardship. If an Unforeseeable Emergency occurs, the Director, by written instructions to the Company, may discontinue deferrals hereunder.  Any subsequent Deferral Elections may be made only in accordance with Section 2.2 hereof.

ARTICLE 3

DEFERRAL ACCOUNT

3.1           Establishing and Crediting.  The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:

3.1.1                      Deferrals.  The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2                      Interest.  On each Anniversary Date and immediately prior to the payment of any benefits, but only until Termination of Service, interest is to be accrued on the account balance and compounded at an annual rate on each anniversary of the date of this Agreement and immediately prior to the payment of any benefits at an annual rate equal to the Crediting Rate.

3.2           Statement of Accounts.  The Company shall provide to the Director, within one hundred twenty (120) days after each Anniversary Date, a statement setting forth the Deferral Account balance.

3.3           Accounting Device Only.  The Deferral Account is solely a device for measuring amounts to be paid under this Agreement.  The Deferral Account is not a trust fund of any kind.  The Director is a general unsecured creditor of the Company for the payment of benefits.  The benefits represent the mere Company promise to pay such benefits.  The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1           Normal Retirement Benefit.  Upon the Normal Retirement Date, the Company shall pay to the Director the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement.

4.1.1                      Amount of Benefit.  The benefit under this Section 4.1 is the Deferral Account balance at the Director's Normal Retirement Date.

4.1.2                      Payment of Benefit. The Company shall pay the benefit to the Director in one hundred twenty (120) equal monthly installments, including interest at the Payment Rate, commencing on the first day of the month following the Director’s Normal Retirement Date.

4.2           Early Retirement Benefit.  Upon Termination of Service prior to the Normal Retirement Age for reasons other than death, Disability or following a Change of Control the Company shall pay to the Director the benefit described in this Section 4.2 in lieu of any other benefit under this Agreement.

4.2.1                      Amount of Benefit.  The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service plus interest at the Payment Rate until commencement of payments under Section 4.2.2.

4.2.2                      Payment of Benefit. The Company shall pay the benefit to the Director in one hundred twenty (120) equal monthly installments, including interest at the Payment Rate, commencing on the first day of the month following the Director’s Normal Retirement Age.

4.3           Disability Benefit. If the Director experiences a Disability prior to Normal Retirement Age, the Company shall pay to the Director the benefit described in this Section 4.3 in lieu of any other benefit under this Agreement.

4.3.1                      Amount of Benefit. The benefit under this Section 4.3 is the Deferral Account balance upon the occurrence of Disability.

4.3.2                      Payment of Benefit. The Company shall pay the benefit to the Director in one hundred twenty (120) equal monthly installments, including interest at the Payment Rate, commencing on the first day of the month following such Disability.

4.4           Change of Control Benefit. Upon a Change of Control, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1                      Amount of Benefit. The benefit under this Section 4.4 shall be the Deferral Account balance at such Change of Control.

4.4.2                      Payment of Benefit. The Company shall pay the benefits to the Director in a lump sum within sixty (60) days following such Change of Control.

4.5           Hardship Distribution. If an Unforeseeable Emergency occurs, the Director may petition the Board to receive a distribution from the Agreement.  The Board in its sole discretion may grant such petition.  If granted, the Director shall receive, within sixty (60) days, a distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation would not itself cause severe financial hardship).  In any event, the maximum amount which may be paid out pursuant to this Section 4.5 is the Deferral Account balance as of the day that the Director petitioned the Board to receive a Hardship Distribution under this Section.

4.6           Restriction on Timing of Distributions.  Notwithstanding any provision of this Agreement to the contrary, if the Director is considered a Specified Employee at Termination of Service under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Service may not commence earlier than six (6) months after the date of such Termination of Service.  Therefore, in the event this Section 4.6 is applicable to the Director, any distribution which would otherwise be paid to the Director within the first six months following the Termination of Service shall be accumulated and paid to the Director in a lump sum on the first day of the seventh month following the Termination of Service.  All subsequent distributions shall be paid in the manner specified.

4.7           Distributions Upon Income Inclusion Under Section 409A of the Code.  Upon the inclusion of any amount into the Director’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Deferral Account balance, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

4.8           Change in Form or Timing of Distributions.  All changes in the form or timing of distributions hereunder must comply with the following requirements.  The changes:

(a) may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder;

(b) must, for benefits distributable under Section 4.2, be made at least twelve (12) months prior to the first scheduled distribution;

(c) must, for benefits distributable under Sections 4.1, 4.2 and 4.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;  and

(d) must take effect not less than twelve (12) months after the election is made.

4.9           De Minimus Lump Sum Payment.  Notwithstanding the foregoing, the Company may, in its sole discretion, commence pay-out of a Director’s Deferral Account at any time, provided that such pay-out amount shall be in an amount equal to not less than the lump sum value of such Deferral Account determined on the date of such pay-out; provided that such pay-out (1) accompanies the termination of the Director’s entire interest under the Agreement and all similar arrangements that constitute an account balance plan under Regulations at Section 1.409A-1(c)(2) applicable to Section 409A of the Code; and (2) the payment is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code.

ARTICLE 5

DEATH BENEFITS

5.1           Death During Active Service.  If the Director dies while in the active service of the Company, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Agreement.

5.1.1                      Amount of Benefit.  The benefit under Section 5.1 is the Deferral Account balance at the date of the Director's death.

5.1.2                      Payment of Benefit.  The Company shall pay the benefit to the Director's beneficiary in a lump sum within 60 days following the Director's death.

5.2           Death During Benefit Period.  If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

5.3           Death after Termination of Service but Before Benefit Payments Commence.  If the Director is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Director's beneficiary that the Director was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Director's death.

ARTICLE 6

BENEFICIARIES

6.1           Beneficiary Designations.  The Director shall designate a beneficiary by filing a written designation with the Company.  The Director may revoke or modify the designation at any time by filing a new designation.  However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime.  The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved.  If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's estate.

6.2           Facility of Payment.  If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person.  The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.  Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1           Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement that is in excess of the Director Deferrals if any of the following events occur:

7.1.1                      Termination for Cause.  If the Company terminates the Director's service for:

7.1.1.1                      Gross negligence or gross neglect of duties to the Company;

7.1.1.2                      Commission of a felony or of a gross misdemeanor involving moral turpitude involving the Director's services to the Company; or

7.1.1.3                      Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director's Service and resulting in an adverse effect on the Company.

7.1.2                      Suicide.  If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any material misstatement of fact on any application for life insurance purchased by the Company.

7.2           Regardless of Section 7.1 and any other provision to the contrary, no benefit will be paid to the extent the benefit would create an excess parachute payment under Section 280G of the Code.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1           Claims Procedure.  The Company shall notify any person or entity that makes a claim against the Agreement (the “Claimant”) in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement.  If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed.  If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2           Review Procedure.  If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company.  Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits.  Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents.  The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based.  If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

ARTICLE 9

AMENDMENTS AND TERMINATION

9.1           Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Director.  However, the Company may unilaterally amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.

9.2           Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Director.  Except as provided in Section 9.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement.  Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 4 or Article 5.

9.3           Plan Terminations Under Section 409A.  Notwithstanding anything to the contrary in Section 9.2, if this Agreement terminates in the following circumstances:

(a) Within thirty (30) days before, or twelve (12) months after a Change of Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;

(b) Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or

(c) Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;

the Company may distribute the Deferral Account balance, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms.

ARTICLE 10

MISCELLANEOUS

10.1           Binding Effect.  This Agreement shall bind the Director and the Company, and their beneficiaries, survivors, executors, administrators and transferees.

10.2           No Guarantee of Service.  This Agreement is not a contract for services.  It does not give the Director the right to remain a Director of the Company, nor does it interfere with the shareholders' rights to replace the Director.  It also does not require the Director to remain a Director nor interfere with the Director's right to terminate services at any time.

10.3           Non-Transferability.  Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4           Tax Withholding.  The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5           Applicable Law.  The Agreement and all rights hereunder shall be governed by the laws of the State of Florida, except to the extent preempted by the laws of the United States of America.

10.6           Unfunded Arrangement.  The Director and the Director's beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement.  The benefits represent the mere promise by the Company to pay such benefits.  The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors.  Any insurance on the Director's life is a general asset of the Company to which the Director and the Director's beneficiary have no preferred or secured claim.

10.7           Reorganization.  The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement.

10.8           Entire Agreement.  This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof.  No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.9           Administration.  The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.9.1                      Interpreting the provisions of the Agreement;

10.9.2                      Establishing and revising the method of accounting for the Agreement;

10.9.3                      Maintaining a record of benefit payments; and

10.9.4                      Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

10.10                      Designated Fiduciary.  The Company shall be the named fiduciary and plan administrator under the Agreement.  The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

10.11                      Compliance with Section 409A.  This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement.

10.12                      Special One-Time Election in 2008 for Distribution that may be made in 2009.  Notwithstanding anything contained herein to the contrary, provided the Director is still in active service with the Company as of December 31, 2008, the Director may elect in writing on or beforeDecember 31, 2008 to receive a lump-sum cash payment of the Director’s entire vested Deferral Account valued as of December 31, 2008.  In accordance with IRS Notice 2007-86, such one-time election is in conformity with Section 409A of the Code and applicable regulations.  The Director’s Deferral Account will be paid as soon as administratively feasible in 2009, but in no event later than March 14, 2009, based upon the calculation of the December 31, 2008 valuation.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

COMPANY:

TIB BANK

By:

Title:

DIRECTOR:

EXHIBIT 1

TO

DIRECTOR DEFERRED FEE AGREEMENT

DEFERRAL ELECTION

I elect to defer my Fees received under the Director Deferred Fee Agreement with the Company, as follows:

AMOUNT OF DEFERRAL		DURATION
[INITIAL AND COMPLETE ONE]		[INITIAL ONE]
_____	I elect to defer ____% of my Fees (Retainer).	_____	One Year only
_____	I elect to defer $____ of my Fees (Retainer).	_____	For _____ [INSERT NUMBER] Years
_____	I elect not to defer any of my Fees (Retainer).	_____	Until Termination of Service
		_____	Until __________, ____ (date)

I understand that I may change the amount and duration of my deferrals by filing a new election form with the Company; provided, however, that any subsequent election will not be effective until the calendar year following the year in which the new election is received by the Company.  I understand that Fees, for purposes of the Agreement and this election, means only the annual retainer for serving as a member of the Company's Board of Directors.

Signature:	Date:
Accepted by the Company this ______ day of _______________, 200__.
By:
Title:

BENEFICIARY DESIGNATION

I designate the following as beneficiary of benefits under the Director Deferred Fee Agreement payable following my death:

Primary:

Contingent:

NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S) AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

I understand that I may change these beneficiary designations by filing a new written designation with the Company.  I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary, in the event of the dissolution of our marriage.

Signature:	Date:
Accepted by the Company this ______ day of _______________, 200__.
By:
Title:

TIB BANK

DIRECTOR DEFERRED FEE AGREEMENT

Participant 2008 Election for a 2009 Lump-Sum Cash Payment of Benefits

Participant Name: ______________

Deferral Account Balance as of December 31, 2008: $

WHEREAS, in accordance with Section 10.12 of the TIB Bank Director Deferred Fee Agreement by and between TIB Bank and _______________ (the “Plan”), provided that the Director is still in active service with TIB Bank on December 31, 2008, Director may elect in writing on or before December 31, 2008 to receive a lump-sum cash payment of the entire vested and accrued balance in the Participant’s account, valued as of December 31, 2008 (“Deferral Account”).

WHEREAS, the Participant’s Deferral Account will be paid as soon as administratively feasible on or after January 1, 2009, but in no event later than March 14, 2009.

In accordance with the terms of Section 10.12 of the Plan, I hereby elect to receive a lump-sum cash payment as soon as administratively feasible on or after January 1, 2009, but in no event later than March 14, 2009, equal to the value of the Deferral Account under the Plan listed above, with such value determined based on the value of such Deferral Account determined as of December 31, 2008.  I understand that this election must be executed by me not later than December 31, 2008, and such election, once made, may not be changed by me after December 31, 2008; provided, however, such election shall not be effective if distribution of such benefits otherwise commences on or before December 31, 2008 in accordance with the Plan. I understand that upon receipt of such payout, all benefits payable in accordance with the Plan shall be fully satisfied.

Date:                                ________________________________

Name:                              ________________________________

Signature:                       ________________________________

Received and Approved by TIB Bank this ______ day of _________________, 2008.

By:                                    _________________________________

Title:                                 _________________________________

EX-99.2

 

TIB Financial Corp. & Subsidiaries

Corporate Governance and Nomination Committee Charter

Mission

The Corporate Governance and Nomination Committee of TIB Financial Corp. & Subsidiaries (the “Committee”) exercises general oversight of the governance of the Board of Directors (the “Board”) by developing and recommending to the Board, Corporate Governance Policies and Guidelines applicable to the Company and monitoring the Company’s compliance with these policies and guidelines.  Such Corporate Governance Policies and Guidelines will be consistent with sound corporate governance practices, ethical business conduct, financial transparency, will represent the majority interests of the shareholders and will comply with applicable legal, regulatory and other requirements.

The Committee is responsible for the identification of individuals qualified to become Board members and recommendation to the Board of the director nominees for the next annual meeting of stockholders.  The Committee oversees the Board committees, leads the Board and the committees in their annual performance review and recommends to the Board the Director candidates for each committee for appointment by the Board.

Membership

The members of the Committee shall meet the independence requirements of the Securities and Exchange Commission, the NASDAQ Exchange and any other applicable laws, rules and regulations governing independence, as determined by the Board.  The Board may, under certain circumstances, determine that it is in the best interests of the Company for a Non-Independent Director to serve on and/or chair the Committee for no more than two years.  The Committee will consist of a minimum of three directors.  Members of the Committee and the Committee Chair shall be appointed by the Board on the recommendation of the Committee.The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time, based on recommendations from the Compensation Committee.

Committee Meetings, Structure and Operations

The Committee shall meet as frequently as the Committee deems necessary.  The operation of the Committee, including with respect to actions without meetings, notice of meetings and waiver of notice, quorums and voting requirements shall be as set forth in the Corporation’s Bylaws.

Reporting of Committee Activities to the Board

The Committee shall report a summary of information about its activities to the Board and, where appropriate, its recommendations for action by the Board at their next meeting subsequent to that of the Committee.  Certain action by the Committee may be similarly reported to the Board for approval, ratification, and/or confirmation.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

·   Develop the Company’s policies and guidelines for corporate governance.

·   Annually review and assess the adequacy of the Company’s policies and practices on corporate governance including the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.

·   Assist the Board in reviewing the Company’s business practices, particularly as they relate to preserving the good reputation of the Company.

·   Review the appropriateness of the size of the Board relative to its various responsibilities.  Review the overall composition of the Board, taking into consideration such factors as business experience and specific areas of expertise of each Board member, and make recommendations to the Board as necessary.

·   Develop and recommend to the Board appropriate criteria for determining director independence in accordance with applicable legal and regulatory requirements.   Assist in the evaluation of the independence of the Company’s Directors.  In the event the Chairman is not independent, then the Committee shall make a recommendation to the Board to elect an independent Vice Chairman who is the Lead Director.

·   Recommend to the Board the number, identity and responsibilities of Board committees and the Chair and members of each committee.  This shall include advising the Board on committee appointments and removal from committees or from the Board, rotation of committee members and Chairs and committee structure and operations.

·   To consider, and make recommendations to the Board, regarding matters relating to the Corporation’s director retirement policy.

·   Annually review the adequacy of the charters adopted by each committee of the Board, and recommend changes as necessary.

·   Develop criteria and guidelines for the process of identifying and evaluating candidates for nomination to the Board of Directors of the Company which include:

§   The nominee identification process.

§   The evaluation process.

§   Any difference in the manner in which the Committee evaluates shareholder recommendations.

§   The Committee’s guidelines with regard to shareholder recommendations.

§   The procedures to be followed by shareholders in submitting recommendations.

§   Any minimum qualifications that the nomination committee believes must be met by a nominee and any specific qualities or skills necessary for a Director candidate to fill a vacancy or additional seat on the Board.

§   Other criteria and guidelines as needed for effective corporate governance.

·   As the need arises to fill vacancies, actively seek individuals qualified to become Board members for recommendation to the Board.

·   Consider unsolicited nominations for Board membership in accordance with guidelines developed by the Committee.

·   Recommend to the Board the slate of nominees for election to the Board at the Company’s annual meeting of stockholders.

·   Annually assess the effectiveness of the Board of Directors in meeting its responsibilities, representing the long-term interests of stockholders.

·   Report annually to the Board with an assessment of the Board’s performance and the performance of the Board committees, to be discussed with the full Board following the end of each fiscal year.

·   Review adherence by directors to corporate guidelines regarding transactions with the Company.

·   Monitor the orientation and continuing education and certification programs for directors.

·   Conduct an annual review of the Committee’s performance, periodically assess the adequacy of its charter and recommend changes to the Board as needed.

·   Regularly report to the Board on the Committee’s activities.

·   Serve as a resource for the Board in addressing any corporate governance issues or matters that may arise.

·   Perform any other duties or responsibilities expressly delegated to the Committee by the Board of Directors from time to time.

Delegation to Subcommittee

The committee may, in its discretion, delegate any portion of its duties and responsibilities to a subcommittee of the Committee.

Resources and Authority

This Committee is not meant to usurp the authority or responsibility of the Board of Directors, but to strengthen its decision making ability and responsibility to our shareholders.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities under this charter.  The Committee shall also have the authority to select, retain and terminate outside counsel or other experts or consultants, as it deems appropriate, and to approve the fees and to determine the retention terms of such individuals, without seeking approval of the Board or management, which fees shall be at the cost and expense of the Company.  With respect to consultant’s or search firms used to identify director candidates, this authority shall be vested solely in the Committee.

EX-99.3

TIB Financial Corp. & Subsidiaries

Audit Committee Charter

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 internal control environment, (3) the Company’s compliance with legal and regulatory requirements, and (4) the qualifications, performance, and independence of the Company’s internal audit function and external 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.

·   Obtain updates, review audit reports, and hold discussions with the audit committees for any subsidiaries in order to fulfill its oversight responsibility for monitoring the internal control environment and compliance with laws and regulations at the subsidiary level.

·   The Audit 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 three 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. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time, based on recommendations from the Compensation Committee.

FUNDING AND COMPENSATION

The Audit Committee shall have the authority to commit and use corporate funds to fulfill its responsibilities, including but not limited to, compensating independent auditors for services in connection with preparing or issuing an audit report, compensating outsourced internal auditors for audit services performed for the Company, compensating audit committee members and advisors, and paying for ordinary administrative expenses of the committee.

Members of the Audit Committee shall only receive compensation in the form of directors’ fees from the Company for serving on the committee. No fees shall be paid to a committee member or to the Company or firm that the committee member is employed by, for services as a consultant or legal or financial adviser.

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. At least 50% of the members of the Committee attending the meeting will constitute a quorum.  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. 114. 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 Audit 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 Audit 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 Audit 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 Audit Committee shall review management’s status on their assessment of internal control, including any significant deficiencies and material weakness in internal controls identified and status of remediation efforts.

·   The Audit Committee will obtain updates and periodically meet with any subsidiary audit committees in order to monitor the internal control environment at the subsidiary level.

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.

·   Oversee compliance with the Bank Secrecy Act, the USA PATRIOT Act, as well as suspicious activity reporting and anti-money laundering regulations.

·   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 in accordance with the Company’s statement of policy with respect to 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 ethics 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.

EX-99.4

TIB Financial Corp. & Its Subsidiaries

Strategic Planning Committee Charter

Mission

The Strategic Planning Committee (the “Committee”) of TIB Financial Corporation and subsidiaries (the “Company”) is appointed by the Board of Directors (the “Board”) of TIB Financial Corporation to assist the Board in fulfilling its responsibilities to oversee the strategic management of the Company, ongoing planning process and initiatives, to focus the attention of the Board on long-range objectives for the Company, and to review and assess strategies to implement such long-range objectives, as such duties and responsibilities are more specifically set forth herein.

Membership

The members of the Committee shall be composed of not less than three (3) members, the majority of whom shall qualify as independent directors.  The Board shall appoint the members of the Committee and its Chairperson.  Each member of the Committee shall serve for one year or until their successor has been appointed and qualified. The Board may at any time remove one or more directors as members of the Committee.  The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time, based on recommendation from the Compensation Committee.

Committee Meetings, Structure and Operations

The Committee shall meet as frequently as the Committee deems necessary.  The operation of the Committee, including with respect to actions without meetings, notice of meetings and waiver of notice, quorums and voting requirements shall be as set forth in the Corporation’s Bylaws.

Reporting of Committee Activities to the Board

The Committee shall report a summary of information about its activities to the Board and, where appropriate its recommendations for action by the Board at their next meeting subsequent to that of the Committee.  Certain action by the Committee may be similarly reported to the Board for approval, ratification, and/or confirmation.

Resources and Authority

This Committee is not meant to usurp the authority or responsibility of the Board of Directors, but to strengthen its decision making ability and responsibility to our shareholders.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities under this charter.  The Committee shall also have the authority to select, retain and terminate outside counsel or other experts or consultants, as it deems appropriate, and to approve the fees and to determine the retention terms of such individuals, without seeking approval of the Board or management, which fees shall be at the cost and expense of the Company.

Delegation to Subcommittee

The Committee may, in its discretion, delegate any portion of its duties and responsibilities to a subcommittee of the Committee.

Duties and Responsibilities

To carry out its purposes, the Committee shall have the following duties and responsibilities:

·   To review and recommend to the Board the strategic planning process, long-range objectives and strategic plan for the Company;

·   To meet with the CEO and other members of management on at least an annual basis and review management’s strategic planning process and the long-range financial and strategic plan of the Company taking into consideration the Company’s position within the banking community, the general marketplace and such other factors the Committee may deem appropriate;

·   To review and advise the Board regarding strategic business matters.

·   To report its activities to the Board on a regular basis.

EX-99.5

TIB Financial Corp. & Its Subsidiaries

Compensation Committee Charter

Mission

The Compensation Committee is appointed by the Board of Directors of TIB Financial Corporation to assist the Board in its oversight responsibilities of TIB Financial Corporation and subsidiaries (the “Company”).  The committee has the direct responsibility to:

·   annually review and recommend corporate goals and objectives relative to the total compensation of the Company’s Chief Executive Officer;

·   annuallyevaluate the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determine and recommend the compensation level for the Chief Executive Officer,

·   annually review CEO’s recommendations to the Board regarding compensation of other executive officers and certain compensation plans, and

·   annually review and recommend to the Board the Board members’ total compensation package.

The Committee’s general responsibilities include:

·   periodic review of the Company’s general executive compensation policies and strategies;

·   review of CEO’s corporate goals and objectives relevant to compensation of executive officers and evaluation of their performance in light of those goals and objectives;

·   make a recommendation as a committee to the other independent members of the Board,  the compensation of the Chief Executive Officer;

·   review of the salaries, bonuses and all equity-based compensation of certain other executive officers, including the setting of performance targets for bonuses for executive officers as determined by the CEO;

·   review of the Company’s benefit programs for all executive officers and review of all incentive, performance-based and equity based plans plus review and approval of other plans submitted to the Committee by management;

·   review of the terms of employment contracts of executive officers and other senior members of management.

·   recommendations to the Board with respect to compensation policies for outside directors.

·   in consultation with and based upon the advice of outside counsel, monitor the disclosure and prepare an annual report on executive compensation for inclusion in the Company’s proxy statement.

·   review  executive officer compensation for compliance with Section 16 of the Securities and Exchange Act and Section 162(m) of the Internal Revenue Code, as each may be amended from time to time, and any other applicable laws, rules and regulations.

·   conduct an annual review of the Committee’s performance, periodically assess the adequacy of its charter and recommend changes to the Board as needed.

·   annually report to the Board on share usage, dilution and proxy disclosures.

·   ensure senior officer compensation is in compliance with Section 111 of the EESA.

Compensation Philosophy

The company’s compensation philosophy is designed to make changes in total compensation commensurate with changes in the value created for the Company’s shareholders.  The Compensation Committee believes that compensation of executive officers, Board members and others should be a result of the Company’s operating performance, specific strategic goal accomplishment, the individual’s responsibilities and peer industry studies, and should be designed to aid the Company in attracting and retaining high-performing executives and Board members.

The objectives of the Compensation Committee’s compensation strategy are to establish incentives for certain executives and others to achieve and maintain short-term and long-term strategic and operating contributions as well as overall business results.  At the Company, executive officer compensation is comprised of three areas:  base salary, short-term  annual incentives, and long-term incentives.

In establishing executive officer salaries, increases, and performance incentives the Compensation Committee, with the CEO’s input, periodically considers individual performance in the areas of Company profitability, strategic plan progress, growth, asset quality, customer service, morale, completed projects, teamwork and communication, the relationship of total compensation to the salary market of similarly situated institutions and documents the same at least annually.  The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time, based on recommendations from the Compensation Committee.

Chief Executive Officer Compensation

During the first quarter of each year, the Compensation Committee reviews the total compensation of the Chief Executive Officer of the Corporation.  Final awarding of Chief Executive Officer compensation is made by the Board of Directors.  Changes in base salary and the awarding of cash and stock incentives are based on the Company’s profitability, strategic plan progress, growth, asset quality, customer service, morale, completed projects, teamwork and communications.  The Compensation Committee also considers the Chief Executive Officer’s accomplishments in the areas of leadership and community involvement.  Utilizing relevant and current published surveys, databases and other means, the Compensation committee will survey total compensation of chief executive officers of comparable-sized and similarly organized financial institutions located from across the nation as well as locally.

Membership

The members of the committee shall meet the independence requirements of the Securities and Exchange Commission, the NASDAQ Exchange and any other applicable laws, rules and regulations governing independence, as determined by the Board.  The Committee will consist of a minimum of two directors.  Members of the Committee and the Committee Chair shall be appointed by the Board.  A majority of the Committee shall be independent Directors.

Committee Meetings, Structure and Operations

The Committee shall meet as frequently as the Committee deems necessary.  The operation of the Committee, including with respect to actions without meetings, notice of meetings and waiver of notice, quorums and voting requirements shall be as set forth in the Corporation’s Bylaws.

Reporting of Committee Activities to the Board

The Committee shall report a summary of information about its activities to the Board and, where appropriate its recommendations for action by the Board at their next meeting subsequent to that of the Committee.  Certain action by the Committee may be similarly reported to the Board for approval, ratification, and/or confirmation.

Resources and Authority

This Committee is not meant to usurp the authority or responsibility of the Board of Directors, but to strengthen its decision making ability and responsibility to our shareholders.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities under this charter.  The Committee shall also have the authority to select, retain and terminate outside counsel or other experts or consultants, as it deems appropriate, and to approve the fees and to determine the retention terms of such individuals, without seeking approval of the Board or management, which fees shall be at the cost and expense of the Company.