**Exhibit
      10.1**




**SECOND
      AMENDMENT TO THE**


**EMPLOYMENT
      AGREEMENT**


**FOR
      ALMA SHUCKHART**




THIS
      AMENDMENT executed on this 7th day
      of November 2007 by and between the TIB Financial Corp. (the “Holding Company”),
      TIB Bank (the “Bank”), and Alma Shuckhart (the “Executive”).





On  March
      1, 2004, the Company and Executive executed the EMPLOYMENT AGREEMENT by and
      between TIB Financial Corp. (the “Holding Company”), TIB Bank of the Keys (the
“Bank”), and Alma Shuckhart (the “Executive”).





The
      undersigned hereby amends, in part,
      said Agreement for the purpose of changing the Termination section of the
      Agreement.





***Section
      8 of the
      Agreement shall be amended to reflect as follow***





8
      (b)**.****Termination****.**    By
      the Executive upon the lapse of 30 days following written notice by the
      Executive to the Company of termination of her employment hereunder for Good
      Reason (as defined below), which notice shall reasonably describe the Good
      Reason for which the Executive’s employment is being terminated; *provided,
      however*, that if the Good Reason specified in such notice is such that
      there is a reasonable prospect that it can be cured with diligent effort within
      30 days, the Company shall have the opportunity to cure such Good Reason, for
      a
      period not to exceed 30 days from the date of such notice, and the Executive’s
      employment shall continue in effect during such time so long as the Company
      makes diligent efforts during such time to cure such Good Reason.  If
      such Good Reason shall be cured by the Company during such time, the Executive’s
      employment and the obligations of the Company hereunder shall not terminate
      as a
      result of the notice which has been given with respect to such Good
      Reason.  Cure of any Good Reason with or without notice from the
      Executive shall not relieve the Company from any obligations to the Executive
      under this Agreement or otherwise and shall not affect the Executive’s rights
      upon the reoccurrence of the same, or the occurrence of any other, Good
      Reason.  For purposes of this Agreement, the term “Good Reason” shall
      mean (i) any material breach by the Company of any provision of this Agreement,
      or (ii) any significant reduction (not pertaining to job performance issues),
      in
      the duties, responsibilities, authority or title of the Executive as an officer
      of the Company.





If
      the Executive’s employment is
      terminated by the Executive for Good Reason, the Company shall for a period
      of
      two years thereafter (i) continue to pay to the Executive the base annual salary
      in effect under Section 4(a) on the date of said termination (or, if greater,
      the highest annual salary in effect for the Executive within the 36 month period
      prior to said termination) plus an annual amount equal to any bonus paid by
      the
      Company to the Executive during the 12 month period prior to said termination,
      such salary and bonus to be payable in such periodic installments (and not
      as a
      lump sum payment) consistent with the payroll periods for the Company’s payments
      to its other employees; and (ii) pay directly or reimburse the Executive for
      continued coverage in accordance with the Consolidated Omnibus Budget
      Reconciliation Act under the Bank’s medical insurance plan for a period of 18
      months..






**TIB
                  FINANCIAL CORP.**
              
              **TIB
                  BANK OF THE KEYS**By:
              /s/
                  Edward V. Lett
              
              By:
              /s/
                  Michael CarriganEdward
                  V. Lett
              
              
              Michael
                  CarriganPresident
                  and Chief Executive Officer
              
              
              President
                  and Chief Executive Officer
 
 
 **“EXECUTIVE”**By:
              /s/
                  Alma ShuckhartAlma
                  Shuckhart, individuallyAddress: