Exhibit
      10.3


Senior
      Officer







**EMPLOYMENT
      AGREEMENT**








This
      Employment Agreement (the
“Agreement”) is made effective as of March
      1, 2004 ,
      by and
      between TIB Financial Corp. (the “Holding Company”), TIB Bank of the Keys (the
“Bank”), and Alma
      Shuckhart (the
“Executive”).





**WITNESSETH:**








WHEREAS,
      the Holding Company and the Bank (collectively the “Company”) desire to retain
      the services of and employ the Executive, and the Executive desires to provide
      services to the Company, pursuant to the terms and conditions of this
      Agreement.





NOW,
      THEREFORE, in consideration of the promises and of the covenants and agreements
      herein contained, the Company and the Executive covenant and agree as
      follows:





1.  Employment .
      Pursuant to the terms and conditions of this Agreement, the Company agrees
      to
      employ the Executive and the Executive agrees to render services to the Company
      as set forth herein, all effective as of the date set forth above.
      Notwithstanding any other provision in this Agreement, the employment of the
      Executive in accordance with the terms of this Agreement shall be subject to
      the
      prior approval, as and to the extent required by law, of the applicable federal
      banking agencies having jurisdiction over the Holding Company and the Bank.
      This
      Agreement supercedes any prior employment agreement entered into between the
      Company and the Executive prior to the date hereof, and any such prior
      employment agreement is hereby terminated.





2.  Position
      and Duties; Records .
      During
      the term of this Agreement, the Executive shall serve as Executive Vice
      President & chief Credit Officer of the Holding Company and the Bank, and
      shall undertake such duties, consistent with such titles, as may be assigned
      to
      him from time to time by the President and Chief Executive Officer and/or Boards
      of Directors of the Holding Company and the Bank (collectively referred to
      as
      the "Board"), including serving on Board committees as appointed from time
      to
      time by the Board, and assisting in keeping the Company in compliance with
      applicable laws and regulations. In performing his duties pursuant to this
      Agreement, the Executive shall devote his full business time, energy, skill
      and
      best efforts to promote the Company and its business and affairs; provided
      that,
      subject to Sections 10, 12 and 13 of this Agreement, the Executive shall have
      the right to manage and pursue personal and family interests, and make passive
      investments in securities, real estate, and other assets, and also to
      participate in charitable and community activities and organizations, so long
      as
      such activities do not adversely affect the performance by Executive of his
      duties and obligations to the Company. Upon termination of the Executive's
      employment for any reason, he shall resign as a director of the Holding Company
      and the Bank (if he is then serving in such capacity). All files, records,
      documents, manuals, books, forms, reports, memoranda, studies, data,
      calculations, recordings or correspondence, in whatever form they may exist,
      and
      all copies, abstracts and summaries of the foregoing, and all physical items
      related to the business of the Company, its affiliates and their respective
      directors and officers, whether of a public nature or not, and whether prepared
      by Executive or not, are and shall remain the exclusive property of the Company,
      and shall not be removed from their premises, except as required in the course
      of providing the services pursuant to this Agreement, without the prior written
      consent of the Company. Such items shall be promptly returned by the Executive
      on the termination of this Agreement or at any earlier time upon the request
      of
      the Company.





3.  Term .
      The
      initial term of employment pursuant to this Agreement shall be for a period
      of
      three years, commencing with the date set forth in Section 1 and expiring
      (unless sooner terminated as otherwise provided in this Agreement or unless
      otherwise renewed or extended as set forth herein) on the third anniversary
      of
      this Agreement, which date, including any earlier date of termination or any
      extended expiration date, shall be referred to as the "Expiration Date". Subject
      to the provisions of Section 8 of this Agreement, the term of this Agreement
      and
      the employment of the Executive by the Company hereunder shall be deemed
      automatically renewed for successive periods of one year each commencing on
      the
      third anniversary date of this Agreement and on each anniversary date
      thereafter, unless either party gives the other written notice, at least 180
      days prior to the end of the then term of the Agreement, that such party does
      not desire to renew this Agreement. After termination of the employment of
      the
      Executive for any reason whatsoever, the Executive shall continue to be subject
      to the provisions of Sections 10 through 17, inclusive, of this Agreement; *provided,
      however* ,
      that
      the Executive shall not be subject to the provisions of Section 12 where the
      employment of the Executive is terminated pursuant to Section 8(e), or where
      the
      term of employment is not renewed pursuant to this Section 3.





4.  Compensation .
      During
      the term of this Agreement, the Company shall pay or provide to the Executive
      as
      compensation for the services of the Executive set forth in Section 2
      hereof:





(a)  A
      base
      annual salary of $160,000 during the first year of this Agreement, such base
      annual salary to be subject to increase thereafter as the Board in its
      discretion shall determine. The foregoing base salary shall be payable in such
      periodic installments consistent with other employees of the Bank.





(b)  Such
      annual incentive bonuses as may be established by the President and Chief
      Executive Officer from time to time.





5.  Benefits
      and Insurance .
      The
      Bank shall provide to the Executive such medical, health, and life insurance
      as
      well as any other benefits as the Board shall determine from time to time.
      At a
      minimum, the Executive shall be entitled to (i) participate in all employee
      benefit plans offered to the Bank's employees generally, and (ii) life insurance
      coverage (payable to such beneficiary as the Executive may designate from time
      to time). The Executive also shall be entitled to participate in any group
      disability plan maintained by the Bank, with the Bank paying to the Executive
      his base annual
      salary during any waiting period imposed by such plan for the receipt of
      disability benefits thereunder.





6.  Vacation .
      The
      Executive may take up to four weeks of vacation time at such periods during
      each
      year as the Board and the Executive shall determine from time to time. The
      Executive shall be entitled to full compensation during such vacation
      periods.





7.  Reimbursement
      of Expenses .
      The
      Bank shall reimburse the Executive for reasonable expenses incurred in
      connection with his employment hereunder subject to guidelines issued from
      time
      to time by the Board and upon submission of documentation in conformity with
      applicable requirements of federal income tax laws and regulations supporting
      reimbursement of such expenses.





8.  Termination .
      The
      employment of the Executive may be terminated as follows:





(a)  By
      the
      Company, by action taken by its Board or its President and Chief Executive
      Officer, at any time and immediately upon written notice to the Executive if
      said termination is for Cause. In the notice of termination furnished to the
      Executive under this Section 8(a), the reason or reasons for said termination
      shall be given and, if no reason or reasons are given for said termination,
      said
      termination shall be deemed to be without Cause and therefore termination
      pursuant to Section 8(f). Any one or more of the following conditions shall
      be
      deemed to be grounds for termination of the employment of the Executive for
      Cause under this Section 8(a):





(i)  If
      the
      Executive shall fail or refuse to comply with the obligations required of him
      as
      set forth in this Agreement or comply with the policies of the Company
      established by the Board or its President and Chief Executive Officer from
      time
      to time; provided, however, that for the first such failure or refusal, the
      Executive shall be given written warning (providing at least a 10 day period
      for
      an opportunity to cure), and the second failure or refusal shall be grounds
      for
      termination for Cause;





(ii)  If
      the
      Executive shall have engaged in conduct involving fraud, deceit, personal
      dishonesty, or breach of fiduciary duty;





(iii)  If
      the
      Executive shall have violated any banking law or regulation, memorandum of
      understanding, cease and desist order, or other agreement with any banking
      agency having jurisdiction over the Company which, in the judgment of the Board
      or its President and Chief Executive Officer, has adversely affected, or may
      adversely affect, the business or reputation of the Company as determined by
      the
      Board or its President and Chief Executive Officer;





(iv)  If
      the
      Executive shall have become subject to continuing intemperance in the use of
      alcohol or drugs which has adversely affected, or may adversely affect, the
      business or reputation of the Company as determined by the Board or its
      President and Chief Executive Officer;





(v)  If
      the
      Executive shall have filed, or had filed against him, any petition under the
      federal bankruptcy laws or any state insolvency laws; or





(vi)  If
      any
      banking authority having supervisory jurisdiction over the Holding Company
      or
      the Bank initiates any proceedings for removal of the Executive.





In
      the
      event of termination for Cause, the Company shall pay the Executive only salary
      and vacation amounts accrued and unpaid as of the effective date of
      termination.





(b)  By
      the
      Executive upon the lapse of 30 days following written notice by the Executive
      to
      the Company of termination of his 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 12 months 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.





(c)  By
      the
      Executive upon the lapse of 45 days following written notice by the Executive
      to
      the Company of his resignation from the Company for other than Good Reason;
      provided, however, that the Company, in its discretion, may cause such
      termination to be effective at any time during such 45-day period. If the
      Executive's employment is terminated because of the Executive's resignation,
      the
      Company shall be obligated to pay to the Executive any salary and vacation
      amounts accrued and unpaid as of the effective date of such
      resignation.





(d)  If
      the
      Executive’s employment is terminated by the death of the Executive, this
      Agreement shall automatically terminate, and the Company shall be obligated
      to
      pay to the Executive's estate any salary, vacation, and bonus amounts accrued
      and unpaid at the date of death. If the Executive is disabled (as such term
      is
      defined in the disability insurance plan maintained by the Company), then the
      Company shall have the right to terminate the Executive’s employment, in which
      case the Company shall be obligated to pay to the Executive (i) any salary,
      vacation and bonus amounts accrued and unpaid at the date of such termination
      of
      employment, and (ii) continued salary payments (not to exceed 30 days) until
      the
      Executive is eligible to receive payments under the Company's disability
      insurance plan.





(e)  If
      after
      a Change of Control, the Executive's employment is terminated, his duties are
      materially reduced, his base salary is reduced, his employment is relocated
      more
      than 50 miles from his residence or his participation in any employee benefit
      plan is materially reduced or adversely affected, and the Executive does not
      consent to such change, then the Executive shall be entitled to receive promptly
      thereafter in a lump sum payment an amount equal to two times the average base
      annual salary received by the Executive during the three year period prior
      to
      such termination. Any termination by the Executive pursuant to this Section
      8(e)
      shall be in lieu of any other termination benefits that the Executive would
      have
      otherwise received under any other provision of this Section 8. For purposes
      of
      this Agreement, a Change of Control shall mean a merger in which the Holding
      Company is not the surviving entity, the acquisition of the Bank by means of
      a
      merger, consolidation or purchase of 80% or more of its outstanding shares,
      or
      the acquisition by any individual or group of beneficial ownership of more
      than
      50% of the outstanding shares of Holding Company common stock. The term "group"
      and the concept of beneficial ownership shall have such meanings ascribed
      thereto as set forth in the Securities Exchange Act of 1934, as amended (the
      "1934 Act"), and the regulations and rules thereunder.





(f)  By
      the
      Company, by action taken by its Board or its President and Chief Executive
      Officer, at any time if said termination is without Cause. If the Executive's
      employment is terminated by the Company without Cause, the Company shall for
      a
      period of 12 months 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) reimburse the Executive
      for
      continued coverage in accordance with the Consolidated Omnibus Budget
      Reconciliation Act under the Bank's medical insurance plan.





(g)  Excise
      Tax .
      In the
      event that any consideration or other amount paid or payable to Executive
      hereunder as well as any other agreements between the Executive and the Company
      constitutes or is deemed to be an “excess parachute payment” within the meaning
      of Section 280G(b) of the Internal Revenue Code of 1986 (or any other amended
      or
      successor provision) that is subject to the tax imposed pursuant to Section
      4999
      of the Internal Revenue Code of 1986 (or any other amended or successor
      provisions) (“Excise Tax”), the Company shall pay to Executive an amount
      (“Gross-Up Amount”) that, after reduction of the amount of such Gross-Up Amount
      for all federal, state and local tax to which the Gross-Up Amount is subject
      (including the Excise Tax to which the Gross-Up Amount is subject) is equal
      to
      the amount of the Excise Tax to which such amount constituting an excess
      parachute payment is subject. For purposes of determining the amount of any
      Gross-Up Amount, Executive shall be deemed to pay federal income taxes at the
      highest marginal rate of federal income taxation in the calendar year in which
      the Gross-Up Amount is to be made and state and local income taxes at the
      highest marginal rate of taxation in the state and locality of residence of
      Employee on the date the excess parachute payment is made, net of the maximum
      reduction in federal income taxes that could be obtained from the deduction
      of
      such state and local taxes.





9.  Notice .
      All
      notices permitted or required to be given to either party under this Agreement
      shall be in writing and shall be deemed to have been given (a) in the case
      of
      delivery, when addressed to the other party as set forth at the end of this
      Agreement and delivered to said address, (b) in the case of mailing, three
      days
      after the same has been mailed by certified mail, return receipt requested,
      and
      deposited postage prepaid in the U.S. Mails, addressed to the other party at
      the
      address as set forth at the end of this Agreement, and (c) in any other case,
      when actually received by the other party. Either party may change the address
      at which said notice is to be given by delivering notice of such to the other
      party to this Agreement in the manner set forth herein.





10. Confidential
      Matters .
      The
      Executive is aware and acknowledges that the Executive shall have access to
      confidential information by virtue of his employment. The Executive agrees
      that,
      during the period of time the Executive is retained to provide services to
      the
      Company, and thereafter subsequent to the termination of Executive's services
      to
      the Company for any reason whatsoever, the Executive will not release or divulge
      any confidential information whatsoever relating to the Company or its business,
      to any other person or entity without the prior written consent of the Company.
      Confidential information does not include information that is available to
      the
      public or which becomes available to the public other than through a breach
      of
      this Agreement on the part of the Executive. Also, the Executive shall not
      be
      precluded from disclosing confidential information in furtherance of the
      performance of his services to the Company or to the extent required by any
      legal proceeding.





11.  Injunction
      Without Bond .
      In the
      event there is a breach or threatened breach by the Executive of the provisions
      of Sections 10, 12, or 13, the Company shall be entitled to an injunction
      without bond to restrain such breach or threatened breach, and the prevailing
      party in any such proceeding will be entitled to reimbursement for all costs
      and
      expenses, including reasonable attorneys' fees in connection therewith. Nothing
      herein shall be construed as prohibiting the Company from pursuing such other
      remedies available to it for any such breach or threatened breach including
      recovery of damages from the Executive.





12.  Noncompetition .
      The
      Executive agrees that during the period of time the Executive is retained to
      provide services to the Company, and thereafter for a period of one year
      subsequent to the termination of Executive's services to the Company for any
      reason whatsoever (except where the employment of the Executive is terminated
      pursuant to Section 8(e), or where the term of employment is not renewed
      pursuant to Section 3), Executive will not enter the employ of, or have any
      interest in, directly or indirectly (either as executive, partner, director,
      officer, consultant, principal, agent or employee), any other bank or financial
      institution or any entity which either accepts deposits or makes loans (whether
      presently existing or subsequently established) and which has an office located
      within a radius of 50 miles of any office of the Bank (a “Competitive
      Activity”); *provided,
      however* ,
      that
      the foregoing shall not preclude any ownership by the Executive of an amount
      not
      to exceed 5% of the equity securities of any entity which is subject to the
      periodic reporting requirements of the 1934 Act and the shares of Company common
      stock owned by the Executive at the time of termination of employment.
      Notwithstanding any other provision in this Agreement, if the Executive is
      receiving severance payments from the Company pursuant to Sections 8(b) or
      (f),
      then the Executive shall not be entitled to receive any such severance payments
      which are after one year subsequent to the termination of the Executive's
      services to the Company if the Executive following such one-year period engages
      in any Competitive Activity.





13.  Nonsolicitation;
      Noninterference; Nondisparagement .
      The
      Executive agrees that during the period of time the Executive is retained to
      provide services to the Company, and thereafter for a period of one year
      subsequent to the termination of Executive's services to the Company for any
      reason whatsoever, the Executive will not (a) solicit for employment by
      Executive, or anyone else, or employ any employee of the Company or any person
      who was an employee of the Company within 12 months prior to such solicitation
      of employment; (b) induce, or attempt to induce, any employee of the Company
      to
      terminate such employee's employment; (c) induce, or attempt to induce, anyone
      having a business relationship with the Company to terminate or curtail such
      relationship or, on behalf of himself or anyone else, to compete with the
      Company; or (d) permit anyone controlled by the Executive, or any person acting
      on behalf of the Executive or anyone controlled by an employee of the Executive
      to do any of the foregoing. The Executive .also agrees that during the term
      of
      this Agreement and thereafter, the Executive will not disparage, denigrate
      or
      comment negatively upon, either orally or in writing, the Company, any of its
      affiliates, or any of their respective officers or directors, to or in the
      presence of any person or entity, unless compelled to act by subpoena or other
      legal mandate.





14.  Remedies .
      The
      Executive agrees that the restrictions set forth in this Agreement are fair
      and
      reasonable. The covenants set forth in this Agreement are not dependent
      covenants and any claim against the Company, whether arising out of this
      Agreement or any other agreement or contract between the Company and Executive,
      shall not be a defense to a claim against Executive for a breach or alleged
      breach of any of the covenants of Executive contained in this Agreement. It
      is
      expressly understood by and between the parties hereto that the covenants
      contained in this Agreement shall be deemed to be a series of separate
      covenants. The Executive understands and agrees that if any of the separate
      covenants are judicially held invalid or unenforceable, such holding shall
      not
      release him from his obligations under the remaining covenants of this
      Agreement. If in any judicial proceedings, a court shall refuse to enforce
      any
      or all of the separate covenants because taken together they are more extensive
      (whether as to geographic area, duration, scope of business or otherwise) than
      necessary to protect the business and goodwill of the Bank, it is expressly
      understood and agreed between the parties hereto that those separate covenants
      which, if eliminated or restricted, would permit the remaining separate
      covenants or the restricted separate covenant to be enforced in such proceeding
      shall, for the purposes of such proceeding, be eliminated from the provisions
      of
      this Agreement or restriction, as the case may be.





15.  Invalid
      Provision .
      In the
      event any provision should be or become invalid or unenforceable, such facts
      shall not affect the validity and enforceability of any other provision of
      this
      Agreement. Similarly, if the scope of any restriction or covenant contained
      herein should be or become too broad or extensive to permit enforcement thereof
      to its full extent, then any such restriction or covenant shall be enforced
      to
      the maximum extent permitted by law, and Executive hereby consents and agrees
      that the scope of any such restriction or covenant may be modified accordingly
      in any judicial proceeding brought to enforce such restriction or
      covenant.





16.  Governing
      Law .
      This
      Agreement shall be construed in accordance with and shall be governed by the
      laws of the State of Florida.





17.  Arbitration .
      Except
      for injunctive relief as provided in Section 11 above, all disputes between
      the
      parties hereto concerning the performance, breach, construction or
      interpretation of this Agreement, or in any manner arising out of this
      Agreement, shall be submitted to binding arbitration in accordance with the
      rules of the American Arbitration Association, which arbitration shall be
      carried out in the manner set forth below:





(a)  Within
      fifteen (15) days after written notice by one party to the other party of its
      demand for arbitration, which demand shall set forth the name and address of
      its
      designated arbitrator, the other party shall select its designated arbitrator
      and so notify the demanding party. Within fifteen (15) days thereafter, the
      two
      arbitrators so selected shall select the third arbitrator. The dispute shall
      be
      heard by the arbitrators within sixty (60) days after selection of the third
      arbitrator. The decision of any two arbitrators shall be binding upon the
      parties. Should any party or arbitrator fail to make a selection, the American
      Arbitration Association shall designate such arbitrator upon the application
      of
      either party. The decision of the arbitrators shall be final and binding upon
      the Company, its successors and assigns, and upon Executive, his successors
      and
      representatives, as the case may be.





(b)  Unless
      the Parties agree otherwise, the arbitration proceedings shall take place in
      the
      city where the headquarters of the Holding Company is located, and the judgment
      and determination of such proceedings shall be binding on all parties thereto.
      Judgment upon any award rendered by the arbitrators may be entered into any
      court having competent jurisdiction without any right of appeal.





(c)  Each
      party shall bear its or his own expenses of arbitration, and the expenses of
      the
      arbitrators and the arbitration proceeding shall be shared equally. However,
      if
      in the opinion of a majority of the arbitrators, any claim or defense was
      unreasonable, the arbitrators may assess, as part of their award, all or any
      part of the arbitration expenses of the other party (including reasonable
      attorneys' fees) and of the arbitrators and the arbitration proceeding against
      the party raising such unreasonable claim or defense.





18.  Binding
      Effect .
      This
      Agreement shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and legal representatives and
      beneficiaries.





19.  Effect
      on Other Agreements .
      This
      Agreement and the termination thereof shall not affect any other agreement
      between the Executive and the Company, and the receipt by the Executive of
      benefits thereunder.





20.  Miscellaneous .
      The
      rights and duties of the parties hereunder are personal and may not be assigned
      or delegated without the prior written consent of the other party to this
      Agreement. The captions used herein are solely for the convenience of the
      parties and are not used in construing this Agreement. Time is of the essence
      of
      this Agreement and the performance by each party of its or his duties and
      obligations hereunder.





21.  Complete
      Agreement .
      This
      Agreement constitutes the complete agreement between the parties hereto with
      respect to the subject matter hereof and incorporates all prior discussions,
      agreements and representations made in regard to the matters set forth herein.
      This Agreement may not be amended, modified or changed except by a writing
      signed by the party to be charged by said amendment, change or
      modification.





IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.








**TIB
                FINANCIAL CORP.**
            
            **TIB
                BANK OF THE KEYS**By:
            /s/
                Edward V. Lett
            
            By:
            /s/
                Edward V. LettEdward
                V. Lett
            
            
            Edward
                V. LettPresident
                and Chief Executive Officer
            
            
            President
                and Chief Executive Officer








**“EXECUTIVE”**By:
            /s/
                Alma ShuckhartAlma
                Shuckhart, individually