**EXHIBIT 10.13**






**TIB
      FINANCIAL CORP.**


**RESTRICTED
      STOCK AGREEMENT**








THIS
      RESTRICTED STOCK AGREEMENT, dated _____________, 2005, is between TIB Financial
      Corp., a Florida corporation (the “ Company ”),
      and
      _________________________ (the “ Holder ”).





**1.**  **Recitals.** The
      Holder is being awarded _______ shares of the $.10 par value common stock of
      TIB
      Financial Corp. (the “ Restricted
      Shares ”
or
      “ Shares ”)
      pursuant to the TIB Financial Corp. 2004 Equity Incentive Plan (“ Plan ”).
      All
      terms which are defined in the Plan, as the same may be amended from time to
      time, shall have the same meanings in this Agreement as are specified in the
      Plan, unless otherwise specifically defined herein.





**2.**  **Restrictions.** The
      Holder shall not sell, assign, transfer by gift or otherwise, pledge, encumber,
      hypothecate, or otherwise dispose of, by operation of law or otherwise, any
      of
      the Restricted Shares unless and to the extent the Restricted Shares have become
      Vested Shares as provided below.





**3.**  **Vesting;
      Lapse of Restrictions.**





**(a)**  **General.** Except
      as otherwise provided in this Agreement, the Restricted Shares shall vest and
      the restrictions shall lapse on the date set forth in Exhibit A to this
      Agreement (the “ Vesting
      Date ”),
      provided that the Holder shall not have ceased Continuous Service before the
      Vesting Date. Restricted Shares that have become vested and as to which the
      restrictions have lapsed shall be referred to as “ Vested
      Shares ”;
      Restricted Shares that have not become vested and as to which the restrictions
      have not lapsed shall be referred to as “ Unvested
      Shares .”
      Subject to Section 5 of this Agreement, the Holder will have all the rights
      of a
      shareholder with respect to the Restricted Shares, including, but not limited
      to, the right to receive all dividends paid on the Restricted Shares and the
      right to vote the Restricted Shares.





**(b)**  **Vesting
      on Certain Events.** All
      Unvested Shares shall immediately vest and be considered Vested Shares upon
      a
      Change of Control or the death of the Holder.





**(c)**  **Transfer
      Upon Lapse of Restrictions.** The
      Holder may sell, assign, transfer by gift or otherwise, hypothecate, or
      otherwise dispose of, by operation of law or otherwise, any of the Vested Shares
      at the Holder’s discretion, except that the Holder agrees that he shall not make
      any sale or transfer of the Vested Shares that would conflict with or violate
      any of the provisions of the Securities Act of 1933 or any applicable state
      securities laws.





**4.**  **Termination
      of Services.** Subject
      to Section 3(b), if the Holder ceases Continuous Services for any reason before
      the Unvested Shares have vested, the Holder’s rights with respect to the
      Unvested Shares will terminate and be returned to the Company. The Holder shall
      execute such documents and take such other actions as may be necessary in order
      to transfer full legal title with respect to such Unvested Shares to the
      Company.





**5.**  **Delivery
      of Unvested Shares.** If the
      Holder or the Holder’s representative is required to transfer certain of the
      Shares to the Company pursuant to Section 4, the Shares shall promptly be
      tendered to the Company by the delivery of certificates for such Shares, duly
      endorsed in blank by the Holder or the Holder’s representative or with stock
      powers attached thereto duly endorsed, at the Company’s principal offices, all
      in form suitable for the transfer of such Shares to the Company. The Company
      shall not pay any dividend to the Holder on account of such Shares or permit
      the
      Holder to exercise any of the privileges or rights of a stockholder with respect
      to such Shares, but shall, in so far as permitted by law, treat the Company
      as
      the owner of such Shares.





**6.**  **Effect
      of Prohibited Transfer.** The
      Company may refuse for any purpose to recognize any transferee who receives
      Shares contrary to the provisions of this Agreement as a stockholder of the
      Company and may retain and/or recover all dividends on such Restricted Shares
      that were paid or payable subsequent to the date on which the prohibited
      transfer was made or attempted. In addition to any other legal or equitable
      remedies it may have, the Company may enforce its rights to specific performance
      to the extent permitted by law and may exercise such other equitable remedies
      then available to it.





**7.**  **Enforcement
      of Restrictions**





**(a)**  **Legend.** All
      certificates representing Restricted Shares shall have affixed thereto the
      following legend:





“The
      shares of stock represented by this Certificate are subject to all of the terms
      of a Restricted Stock Repurchase Agreement between TIB Financial Corp. and
      the
      registered owner of this Certificate (the “Agreement”). Copies of the Agreement
      and the Plan are on file at the office of the Company. The Agreement, among
      other things, limits the right of the holder to transfer the shares represented
      hereby and provides in certain circumstances that all or a portion of the shares
      must be returned to the Company.”





**(b)**  **Custody
      of Certificates.** The
      Company may, in its sole discretion, require the Holder to keep the certificate
      representing the Restricted Shares, duly endorsed, in the custody of the Company
      while the Shares are subject to the restrictions contained in Section 2. The
      Company may, in its sole discretion, require that the certificate representing
      the Shares, duly endorsed, be held in the custody of a third party while the
      Shares are subject to the restrictions contained in Section 2.




**(c)**  **Lapse
      of Restrictions.** At the
      expiration of the restrictions imposed by this Agreement, the Company will
      redeliver to the Holder the certificate or certificates and stock powers,
      deposited with the Company pursuant to this Agreement and the Shares represented
      by the certificate or certificates will be free of all
      restrictions.








**8.**  **Adjustments
      for Stock Splits, Stock Dividends, etc.** In the
      event of any change in the outstanding Stock hereafter by reason of any
      reorganization, recapitalization, stock split, stock dividend, a combination
      or
      exchange of shares, merger, consolidation or any change in the corporate
      structure affecting the Stock, the Shares shall be proportionately and
      appropriately adjusted by the Board pursuant to the provisions of the Plan.
      Any
      such additional Shares shall be subject to the restrictions and other provisions
      of this Agreement in the same manner and to the same extent as the Restricted
      Stock. All certificates representing such additional Shares of capital stock
      shall have affixed thereto the restrictive legends contained in Sections 7
      and 9 hereof. If the Company shall at any time distribute with respect to the
      Stock assets or securities of persons other than the Company (other than
      distributions of cash or Stock), if the Company shall at any time grant to
      the
      holders of its Stock rights to subscribe *pro
      rata* for
      additional shares thereof or for any other securities of the Company or of
      any
      other corporation, or if there is any other change in the number or kind of
      outstanding Stock or any stock or other securities into which the Stock shall
      be
      changed or for which it shall have been exchanged, and if the Company shall
      in
      its discretion determine that the event equitably requires an adjustment in
      the
      number or kind of Shares subject to this Agreement or the taking of any other
      action by the Company, including without limitation the setting aside of any
      property for delivery upon the full vesting of the Shares subject to this
      Agreement, then such adjustments shall be made or other action taken by the
      Company and shall be effective for all purposes of this Agreement.




**9.**  **Investment
      Representations.** If
      requested by the Company, the Holder shall provide the Company with a written
      representation to the effect that the Shares are being acquired solely for
      investment and not with a view to, or for sale in connection with, any
      distribution of the Shares in any manner that would violate federal or state
      securities laws. The Holder acknowledges that all certificates representing
      Shares may have affixed thereto a restrictive legend to evidence the requirement
      for compliance with the Securities Act of 1933 and any applicable state
      securities laws. If the Shares granted pursuant to this Agreement are not issued
      in a registered transaction, the following additional legend shall be printed
      on
      all certificates representing such Shares:





The
      Shares represented by this Certificate are “restricted securities” as defined in
      Rule 144 under the Securities Act of 1933 and may not be sold or transferred
      except in transactions which comply with Rule 144 or, in the opinion of counsel
      acceptable to TIB Financial Corp., are exempt therefrom.





**10.**  **General.**





**(a)**  **Continuous
      Service.** Nothing
      in this Agreement shall confer upon Holder the right to continue in the
      Continuous Service of the Company or its subsidiaries.





**(b)**  **Other
      Compensation Plans** .
      The
      adoption of the Plan and the execution of this Agreement shall not affect any
      other stock option or incentive or other compensation plans in effect for the
      Company or its subsidiaries, nor shall the Plan or this Agreement preclude
      the
      Company or the Bank from establishing any other forms of incentive or other
      compensation for directors, officers, or employees of the Company and/or its
      Subsidiaries.





**(c)**  **Agreement
      Binding on Successors** .
      This
      Agreement shall be binding upon the successors and assigns of the Company and
      the Holder.





**(d)**  **Singular,
      Plural; Gender** .
      Whenever used herein, nouns in the singular shall include the plural, and the
      masculine pronoun shall include the feminine gender.





**(e)**  **Applicable
      Law** .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.





**(f)**  **Headings** .
      Headings of Articles and Sections hereof are inserted for convenience and
      reference only; they constitute no part of this Agreement.





**(g)**  **Severability** .
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal,
      or unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.





**(h)**  **Notices** .
      Unless
      otherwise specified herein, notices required or permitted to be given hereunder
      shall be in writing and shall be mailed by registered or certified mail, return
      receipt requested, to the principal office of the Company, Attention: Corporate
      Secretary (if notice is to the Company) and to the Holder at the Holder’s
      address set forth below (if notice is to the Holder), or to such other person
      or
      such other address as any such party may designate by like notice to the other
      party, and shall be deemed given as of the date and time received.





**(i)**  **Counterparts** .
      This
      Agreement may be executed in any number of counterparts, each of which, when
      so
      executed, shall be considered an original, and all of which together shall
      constitute one and the same instrument.





**(j)**  **Subject
      to Plan.** The
      issuance of the Option shall be subject to the terms and conditions of the
      Plan.
      In the event of any conflict between the terms of this Agreement and the Plan,
      the terms of the Plan shall govern.














IN
      WITNESS WHEREOF, the parties have executed this Agreement to be effective as
      set
      forth above.





TIB
      FINANCIAL CORP.








By:____________________________________








HOLDER








_______________________________________





_______________________________________


[PRINT
      NAME]

















**EXHIBIT
      A TO RESTRICTED STOCK AGREEMENT**





The
      Restricted Shares shall vest and the restrictions shall lapse on ____________,
      200___ (which date may not be earlier than one year from the date of the
      Agreement