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                                                                    EXHIBIT 10.7


                                 BAY CITIES BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    RECITALS:

         WHEREAS, the Employer hereby establishes the Bay Cities Bank
Supplemental Executive Retirement Plan on the terms and conditions hereinafter
set forth; and

         WHEREAS, the Plan is intended to qualify as a "top hat" plan maintained
primarily for purposes of providing benefits for a select group of management
and highly compensated employees within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974,
as amended;

         NOW, THEREFORE, the following shall constitute the Plan.

                                    ARTICLE I
                                     GENERAL

1.1      PURPOSE OF THE PLAN. The purpose of the Plan is to reward certain
         management and highly compensated employees of the Employer who have
         contributed to the Employer's success and are expected to continue to
         contribute to such success in the future.

1.2      PLAN BENEFITS GENERALLY. Pursuant to the Plan, the Employer may provide
         to each Participant such benefits as provided by the terms and
         conditions contained in the Plan and the Participant's individual
         Participation Agreement.

1.3      EFFECTIVE DATE. The effective date of the Plan is January 25, 2002.

                                   ARTICLE II
                                   DEFINITIONS

2.1      ADMINISTRATOR. Administrator means the Employer as defined herein.

2.2      BENEFICIARY. Beneficiary means the person or persons designated by a
         Participant as his or her beneficiary in accordance with the provisions
         of Article V and subject to the Participation Agreement.

2.3      BOARD. Unless otherwise noted, Board means the Board of Directors of
         the Employer.

2.4      CAUSE. Cause has the meaning set forth in Section 4.2.

2.5      CHANGE OF CONTROL. Change of Control means the happening of any of the
         following:

                  (a)      any person or entity, including a "group" as defined
                           in Section 13(d)(3) of the Securities Exchange Act of
                           1934, other than the Employer, Florida Business
                           BancGroup, Inc. ("Parent") or a wholly-owned
                           subsidiary of Employer or Parent, or any employee
                           benefit plan of the Employer or Parent or any
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                           subsidiary, becomes the beneficial owner of the
                           Employer's or Parent's securities having 30% or more
                           of the combined voting power of the then outstanding
                           securities of the Employer or Parent that may be cast
                           for the election of directors of the Employer or
                           Parent (other than as a result of an issuance of
                           securities initiated by the Employer or Parent in the
                           ordinary course of business); or

                  (b)      as the result of, or in connection with, any cash
                           tender or exchange offer, merger or other business
                           combination, sale of assets or contested election, or
                           any combination of the foregoing transactions, less
                           than a majority of the combined voting power of the
                           then outstanding securities of the Employer or Parent
                           or any successor corporation or entity entitled to
                           vote generally in the election of the directors of
                           the Employer or Parent or such other corporation or
                           entity after such transaction are held in the
                           aggregate by the holders of the Employer's or
                           Parent's securities entitled to vote generally in the
                           election of directors of the Employer or Parent
                           immediately prior to such transaction; or

                  (c)      during any period of two consecutive years,
                           individuals who at the beginning of any such period
                           constitute the Board of Employer or Parent cease for
                           any reason to constitute at least a majority thereof,
                           unless the election, or the nomination for election
                           by the Employer's or Parent's stockholders, of each
                           director of the Employer or Parent first elected
                           during such period was approved by a vote of at least
                           two-thirds of the directors of the Employer or Parent
                           then still in office who were directors of the
                           Employer or Parent at the beginning of any such
                           period.

2.6      EMPLOYER. Employer means Bay Cities Bank.

2.7      ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

2.8      EXECUTIVE. Executive means a management or highly compensated employee
         of the Employer designated by the Administrator as eligible to
         participate in the Plan.

2.9      NORMAL RETIREMENT. Normal Retirement means termination of a
         Participant's employment with the Employer for any reason other than
         for Cause after such Participant has reached his or her Normal
         Retirement Date.

2.10     NORMAL RETIREMENT DATE. Normal Retirement Date means the normal
         retirement date set forth in the Participant's Participation Agreement.

2.11     PARTICIPANT. Participant means any Executive who elects to participate
         in the Plan by entering into a Participation Agreement in accordance
         herewith. The Administrator may from time to time, in its sole
         discretion with or without cause, revoke a Participant's participation
         in the Plan upon 90 days' written notice; provided, however, that such
         revocation shall not reduce any benefits to which the Participant may
         be entitled at the time of such revocation.

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2.12     PARTICIPATION AGREEMENT. Participation Agreement means a written
         agreement between the Employer and a Participant, pursuant to which the
         Employer agrees to make SERP Benefit payments in accordance with the
         Plan and the Participation Agreement. Each Participation Agreement
         shall contain such information, terms and conditions as the
         Administrator in its discretion may specify, including without
         limitation, the following:

                  (a)      the effective date of the Participant's participation
                           in the Plan;

                  (b)      the Participant's Normal Retirement Date;

                  (c)      the SERP Benefits to which the Participant is
                           entitled under the Plan and, the form such benefits
                           are to be paid in (i.e. installments or lump sum);

                  (d)      the identity of the Participant's Beneficiary; and

                  (e)      any other provisions that supplement the terms and
                           conditions contained in the Plan and which are not
                           inconsistent with the terms and conditions of the
                           Plan.

2.13     PLAN. Plan means the Bay Cities Bank Supplemental Executive Retirement
         Plan, as the same may be amended from time to time.

2.14     SERP BENEFIT. SERP Benefit means, with respect to each Participant, an
         annual cash benefit in the amount determined pursuant to the
         Participant's Participation Agreement, minus any offset amounts
         specified therein.

2.15     VESTING. Vesting means the Participant's ownership rights in the SERP
         Benefit, which shall arise, or vest, solely with the occurrence of
         those conditions precedent to Vesting as contained in the Participation
         Agreement.

2.16     YEARS OF SERVICE. Years of Service means the number of continuous Plan
         years during which a Participant has been an employee of the Employer.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY. The Administrator, in its sole discretion, shall from time
         to time determine those Executive(s) who shall be eligible to
         participate in the Plan.

3.2      PARTICIPATION. Each Executive who is eligible to participate in the
         Plan shall enroll in the Plan by entering into a Participation
         Agreement and completing such other forms and furnishing such other
         information as the Administrator may request. An Executive's
         participation in the Plan shall commence as of the date specified in
         the Participation Agreement.

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                                   ARTICLE IV
                                    BENEFITS

4.1      SERP BENEFIT. Each Participant, subject to the terms and conditions of
         his or her Participation Agreement, shall become entitled to receive
         such benefits as set forth in the executed Participation Agreement.

4.2      NO BENEFITS PAYABLE UPON TERMINATION FOR CAUSE. Notwithstanding
         anything herein or in the Participation Agreement to the contrary, no
         benefits shall be payable to any Participant who is terminated from his
         or her employment with the Employer for Cause. For purposes hereof, a
         Participant whose employment is terminated for any of the following
         reasons shall be regarded as having been terminated for Cause:

                  (a)      engaging in willful or grossly negligent misconduct
                           that is materially injurious to the Employer;

                  (b)      embezzlement or misappropriation of funds or property
                           of the Employer;

                  (c)      conviction of a felony or the entrance of a plea of
                           guilty or NOLO CONTENDERE to a felony;

                  (d)      conviction of any crime involving fraud, dishonesty,
                           moral turpitude or breach of trust or the entrance of
                           a plea of guilty to such a crime;

                  (e)      failure or refusal by the Participant to devote full
                           business time and attention to the performance of his
                           or her duties and responsibilities if such breach has
                           not been cured within 15 days after notice is given
                           to the Participant; or

                  (f)      issuance of a final non-appealable order or other
                           direction by a Federal or state regulatory agency
                           prohibiting the Participant's employment in the
                           business of banking.

                                    ARTICLE V
                                  BENEFICIARIES

5.1      BENEFICIARY. For purposes of this section, the Participant's executed
         Participation Agreement shall dictate the Participant's rights and
         responsibilities regarding the Participant's Beneficiary(s).

                                   ARTICLE VI
                               PLAN ADMINISTRATION

6.1      ADMINISTRATION.

                  (a)      GENERAL. The Plan shall be administered by the
                           Administrator. The Administrator shall have sole and
                           absolute discretion to interpret where necessary all
                           provisions of the Plan and each Participation
                           Agreement (including, without limitation, by
                           supplying omissions from, correcting deficiencies in,

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                           or resolving inconsistencies or ambiguities in, the
                           language of the Plan, a Participation Agreement, or
                           between the Plan and a Participation Agreement), to
                           determine the rights and status under the Plan of
                           Participants or other persons, to resolve questions
                           or disputes arising under the Plan and to make any
                           determinations with respect to the benefits payable
                           under the Plan and the persons entitled thereto as
                           may be necessary for the purposes of the Plan. The
                           Administrator's determination of the rights of any
                           Executive or former Executive hereunder shall be
                           final and binding on all persons, subject only to the
                           claims procedures outlined in Article VII hereof.

                  (b)      DELEGATION OF DUTIES. The Administrator may delegate
                           any of its administrative duties, including, without
                           limitation, duties with respect to the processing,
                           review, investigation, approval and payment of
                           benefits payable hereunder, to a named administrator
                           or administrators.

6.2      REGULATIONS. The Administrator may promulgate any rules and regulations
         it deems necessary in order to carry out the purposes of the Plan or to
         interpret the provisions of the Plan; provided, however, that no rule,
         regulation or interpretation shall be contrary to the provisions of the
         Plan. The rules, regulations and interpretations made by the
         Administrator shall, subject only to the claims procedure outlined in
         Article VII hereof, be final and binding on all persons.

6.3      REVOCABILITY OF ADMINISTRATOR/EMPLOYER ACTION. Any action taken by the
         Administrator with respect to the rights or benefits under the Plan of
         any Executive or former Executive shall be revocable by the
         Administrator as to payments not yet made to such person in order to
         correct any incorrect payment to a Participant or a Beneficiary, and
         then only to the extent necessary to correct such error. Acceptance of
         any benefits under the Plan constitutes acceptance of, and agreement
         to, the Administrator's making any appropriate adjustments in future
         payments to such person (or to recover from such person) any excess
         payment or underpayment previously made to such person.

6.4      TERMINATION AND AMENDMENT. The Board, in its discretion, may amend any
         or all provisions of the Plan or terminate the Plan at any time and for
         any reason whatsoever, except that no such termination or amendment may
         (i) reduce the amount of the Participant's vested benefit as of the
         date of such termination or amendment, or (ii) change the time or form
         of distribution of the amount of the Participant's vested benefit as of
         the date of such termination or amendment, without the prior written
         consent of such Participant. Any such termination shall be expressed in
         the form of a written instrument executed by an officer of the Employer
         pursuant to a resolution adopted by the Board. Subject to the foregoing
         provisions of this Section 6.4, such termination or amendment shall
         become effective as of the date specified in such instrument or, if no
         such date is specified, on the date of its execution. Written notice of
         any termination or amendment shall be given to the Participants as soon
         as practicable after the instrument is executed.

6.5      WITHHOLDING. The Employer shall deduct from any distributions hereunder
         any taxes or other amounts required by law to be withheld therefrom.

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                                   ARTICLE VII
                              CLAIMS ADMINISTRATION

7.1      GENERAL. If a Participant, Beneficiary, or Participant's representative
         is denied all or a portion of an expected SERP Benefit for any reason
         and the Participant, Beneficiary, or Participant's representative
         desires to dispute the decision of the Administrator, he or she must
         file a written notification of his or her claim with the Administrator.

7.2      CLAIM REVIEW. Upon receipt of any written claim for benefits, the
         Administrator shall give due consideration to the claim presented. If
         the claim is denied to any extent by the Administrator, the
         Administrator shall furnish the claimant with a written notice within
         90 days after receipt of the claim (which period may be extended for 90
         days for special circumstances) setting forth:

                  (a)      the specific reason or reasons for denial of the
                           claim;

                  (b)      a specific reference to the Plan provisions on which
                           the denial is based;

                  (c)      a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                  (d)      an explanation of the provisions of this Article and
                           appropriate information as to the steps to be taken
                           if the Participant or Beneficiary wishes to submit
                           his or her claim for review.

7.3      RIGHT OF APPEAL. A claimant who has a claim denied under Section 7.2
         may appeal to the Administrator for reconsideration of that claim. A
         request for reconsideration under this section must be filed by written
         notice within 60 days after receipt by the claimant of the notice of
         denial. A claimant or his or her duly authorized representative may (i)
         request a review upon written application to the Administrator; (ii)
         review pertinent documents; and (iii) submit issues and comments in
         writing.

7.4      REVIEW OF APPEAL. Upon receipt of an appeal, the Administrator shall
         promptly take action to give due consideration to the appeal. Such
         consideration may include a hearing of the parties involved, if the
         Administrator believes such a hearing is necessary. After consideration
         of the merits of the appeal the Administrator shall issue a written
         decision, which shall be binding on all parties subject to Section 7.6
         below. The decision shall be written in a manner calculated to be
         understood by the claimant and shall specifically state its reasons and
         pertinent Plan provisions on which it relies. The Administrator's
         decision shall be issued within 60 days after the appeal is filed,
         except that if a hearing is held the decision may be issued within 120
         days after the appeal is filed.

7.5      DESIGNATION. The Administrator may designate any other person of its
         choosing to make any determination otherwise required under this
         Article.

7.6      ARBITRATION. Each and every dispute or controversy arising pursuant to
         the Plan or a Participation Agreement shall, after exhaustion of the
         review procedure set forth in

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         Section 7.4, be settled exclusively by arbitration, conducted before a
         single arbitrator sitting in the State of Florida in accordance with
         the applicable rules of the American Arbitration Association then in
         effect. The costs and expenses of arbitration, including the fees of
         the arbitrator, shall be borne by the losing party. The prevailing
         party shall recover as expenses all reasonable attorneys' fees incurred
         by it in connection with the arbitration proceeding or any appeals
         therefrom.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1      ADMINISTRATOR. The Administrator is expressly empowered to interpret
         the Plan and to determine all questions arising in the administration,
         interpretation, and application of the Plan; to employ actuaries,
         accountants, counsel, and other persons it deems necessary in
         connection with the administration of the Plan; to request any
         information from the Employer it deems necessary to determine whether
         the Employer would be considered insolvent or subject to a proceeding
         in bankruptcy; and to take all other necessary and proper actions to
         fulfill its duties as Administrator. The Administrator is relieved of
         all responsibility in connection with its duties hereunder to the
         fullest extent permitted by law, except any breach of duty to the
         Participants or Beneficiaries. If any individual person shall have been
         delegated the duties or responsibilities as Administrator, such person
         shall not be liable for any actions by him or her hereunder unless due
         to his or her own gross negligence or willful misconduct and shall be
         indemnified and saved harmless by the Employer from and against all
         personal liability to which he or she may be subject by reason of any
         act done or omitted to be done in his or her official capacity as
         Administrator in good faith in the administration of the Plan,
         including all expenses reasonably incurred in his or her defense in the
         event the Employer fails to provide such defense upon request.

8.2      NO ASSIGNMENT. No benefit under the Plan or a Participation Agreement
         shall be subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance, or charge, and any such
         action shall be void for all purposes of the Plan or a Participation
         Agreement. No benefit under the Plan or a Participation Agreement shall
         in any manner be subject to the debts, contracts, liabilities,
         engagements, or torts of any person, nor shall it be subject to
         attachments or other legal process for or against any person.

8.3      NO EMPLOYMENT RIGHTS. Participation in the Plan and execution of a
         Participation Agreement shall not be construed to confer upon any
         Participant the legal right to be retained in the employ of the
         Employer, or give a Participant or Beneficiary, or any other person,
         any right to any payment whatsoever, except to the extent of the
         benefits provided for hereunder. Each Participant shall remain subject
         to discharge to the same extent as if the Plan had never been adopted
         and the Participation Agreement had never been executed.

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8.4      INCOMPETENCE. If the Administrator determines that any person to whom a
         benefit is payable under the Plan is incompetent by reason of physical
         or mental disability, the Administrator shall have the power to cause
         the payments becoming due to such person to be made to another
         individual for the Participant's benefit without responsibility of the
         Administrator to see to the application of such payments. Any payment
         made pursuant to such power shall, as to such payment, operate as a
         complete discharge of the Employer, the Administrator, and their
         representatives.

8.5      IDENTITY. If, at any time, any doubt exists as to the identity of any
         person entitled to any payment hereunder or the amount or time of such
         payment, the Administrator shall be entitled to hold such sum until
         such identity or amount or time is determined or until an order of a
         court of competent jurisdiction is obtained. The Administrator shall
         also be entitled to pay such sum into court in accordance with the
         appropriate rules of law. Any expenses incurred by the Employer or
         Administrator incident to such proceeding or litigation shall be
         charged against the SERP Benefit of the affected Participant.

8.6      NO LIABILITY. No liability shall attach to or be incurred by any
         employee of the Employer or Administrator individually under or by
         reason of the terms, conditions, and provisions contained in the Plan,
         or for the acts or decisions taken or made hereunder or in connection
         therewith; and, as a condition precedent to the establishment of the
         Plan or the receipt of benefits hereunder, or both, such liability, if
         any, is expressly waived and released by each Participant and by any
         and all persons claiming under or through any Participant or any other
         person. Such waiver and release shall be conclusively evidenced by any
         act or participation in or the acceptance of benefits or the making of
         any election under the Plan.

8.7      EXPENSES. Except as otherwise provided in the Plan, all expenses
         incurred in the administration of the Plan shall be paid by the
         Employer.

8.8      AMENDMENT AND TERMINATION. The Employer shall have the sole authority
         to modify, amend, or terminate the Plan.

8.9      EMPLOYER DETERMINATIONS. Any determinations, actions, or decisions of
         the Employer (including but not limited to, Plan amendments and Plan
         termination) shall be made by the Board in accordance with its
         established procedures or by such other individuals, groups, or
         organizations to whom such authority shall have been properly delegated
         by the Board.

8.10     CONSTRUCTION. All questions of interpretation, construction or
         application arising under or concerning the terms of the Plan and any
         Participation Agreement shall be decided by the Administrator, in its
         sole and final discretion, whose decision shall be final, binding and
         conclusive upon all persons.

8.11     GOVERNING LAW. To the extent not preempted by federal law, the Plan
         shall be governed by, construed and administered under the laws of the
         State of Florida.

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8.12     SEVERABILITY. Should any provision of the Plan or any regulations
         adopted hereunder be deemed or held to be unlawful or invalid for any
         reason, such fact shall not adversely affect the other provisions or
         regulations unless such invalidity shall render impossible or
         impractical the functioning of the Plan and, in such case, the
         appropriate parties shall immediately adopt a new provision or
         regulation to take the place of the one held illegal or invalid.

8.13     HEADINGS. The headings contained in the Plan are inserted only as a
         matter of convenience and for reference and in no way define, limit,
         enlarge, or describe the scope or intent of the Plan, nor in any way
         shall they affect the Plan or the construction of any provision
         thereof.

8.14     TERMS. Capitalized terms shall have meanings as defined herein.
         Singular nouns shall be read as plural, masculine pronouns shall be
         read as feminine, and vice versa, as appropriate.

8.15     OWNERSHIP OF ASSETS; RELATIONSHIP WITH EMPLOYER. Nothing contained in
         the Plan, and no action taken pursuant to its provisions, shall create
         or be construed to create a trust of any kind or a fiduciary
         relationship between the Employer and any Participant or any other
         person. To the extent that any person acquires a right to receive
         payments from the Employer under the Plan, such right shall be no
         greater than the right of an unsecured general creditor of the
         Employer.

8.16     DEPOSITS IN TRUST. The Employer may, at its sole discretion, establish
         with a corporate trustee a grantor rabbi trust under which all or a
         portion of the assets of the Plan are to be held, administered and
         managed. The trust agreement evidencing the trust shall conform with
         the terms of Revenue Procedure 92-64 or any successor procedure. The
         Employer in its sole discretion may make deposits to augment the
         principal of such trust.

Executed this 25th day of January, 2002.

                                          BAY CITIES BANK


                                          By:________________________________


                                          Title:_____________________________



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