**EXHITBIT 14.1**






**TIB
      FINANCIAL CORP. AND SUBSIDIARIES**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**


**FOR**


**MEMBERS
      OF THE BOARD OF DIRECTORS**






The
      Boards of
      Directors (the “Board”) of TIB Financial Corp. and TIB Bank (the “Company”) have
      adopted the following Code of Business Conduct and Ethics (the “Code”) for
      directors of the Company. The Company defines proper business and ethical
      behavior as: A rule of conduct conforming to accepted standards of professional
      and social behavior and adhering to honest, right minded and virtuous moral
      principles. This Code is intended to focus the Board and each director on areas
      of ethical risk, provide guidance to directors to help them recognize and deal
      with ethical issues, provide mechanisms to report unethical conduct, and
      maintain our culture of honesty and accountability in accordance with our
      Corporate Governance Guidelines. Each director must comply with the letter
      and
      spirit of this Code.




No
      code or
      policy can anticipate every situation that may arise or replace the thoughtful
      behavior of ethical directors. Accordingly, this Code is intended to focus
      the
      Board on areas of ethical risk, provide guidance to the members of the Board
      to
      help them recognize and deal with ethical issues, provide mechanisms to report
      unethical conduct, and encourage an atmosphere of honesty, accountability and
      integrity. Directors are encouraged to bring questions about particular
      circumstances that may involve one or more of the provisions of this Code to
      the
      attention of the Chairman of the Board and the Chairman of the Corporate
      Governance and Nomination Committee (CGNC), who may consult with legal counsel
      as appropriate.




This
      Code
      should be considered along with the Company’s Bylaws, Corporate Governance
      Guidelines and applicable laws and regulations.




**1.** **Director
      Responsibilities** **.**


The
      Board
      represents the interests of stockholders, as owners of the Company, in
      optimizing long-term value by overseeing management performance on the
      stockholders’ behalf. The Board’s responsibilities in performing this oversight
      function include a duty of care and a duty of loyalty. A director’s duty of care
      is the responsibility to exercise appropriate diligence in overseeing the
      management of the Company, making decisions and taking other actions. A
      director’s duty of loyalty is the responsibility to act in good faith and in the
      Company’s best interests, not the interests of the director, a family member or
      an organization with which the director is affiliated. Directors shall not
      use
      their positions for personal gain.




**2.** **Conflict
      of Interest** **.**


Directors
      must avoid any conflicts of interest or the appearance of conflicts of interest
      between the director and the Company. Any situation that involves, or may
      reasonably be expected to involve, a conflict of interest with the Company,
      should be disclosed promptly to the Chairman of the Board and the Chairman
      of
      the CGNC.




Related
      party
      transactions involving a director must be approved by the Board.




A
“conflict
      of interest” occurs when a director’s private interest interferes in any way —
or even appears to interfere — with the interests of the Company as a whole. A
      conflict situation can arise when a director takes actions or has interests
      that
      may make it difficult to perform his or her duties to the Company objectively
      and effectively. Conflicts of interest also arise when a director, or a member
      of his or her immediate family 1 ,
      receives improper personal benefits as a result of his or her position as a
      director of the Company.




This
      Code
      does not attempt to describe all possible conflicts of interest which could
      develop. Some of the more common conflicts from which directors must refrain,
      however, are set out below.




**•**
            
            *Relationship
                of Company with third-parties*.
                Directors may not engage in any conduct or activities that are
                inconsistent with the Company’s best interests or that disrupt or impair
                the Company’s relationship with any person or entity with which the
                Company has or proposes to enter into a business or contractual
                relationship.**•**
            
            *Compensation
                from non-Company sources*.
                Directors may not accept compensation (in any form) for services
                performed
                for the Company from any source other than the Company.**•**
            
            *Gifts*.
                Directors and members of their immediate families may not give gifts
                to or
                accept gifts from persons or entities who deal with the Company as
                a means
                of improperly inducing business, or where acceptance of the gifts
                could
                create the appearance of a conflict of interest.**•**
            
            *Personal
                use of Company assets*.
                Directors may not use Company assets, labor or information for personal
                use unless approved by the Chairman of the Board, and the Chairman
                shall
                immediately report any such approval to the full Board. The Director
                will
                reimburse the Company at market rates for use of such assets. All
                directors should protect the Company’s assets and ensure their efficient
                use.**•**
            
            *Extensions
                of Credit*.
                Any extension of credit to a director or to a company in which a
                director
                is an executive officer, must comply with the applicable provisions
                of law
                and the Company’s Corporate Governance Guidelines and must be approved by
                the Company’s Board.




**3.** **Corporate
      Opportunities** **.**


Directors
      are
      prohibited from: (a) taking for themselves personally, or a member of his
      or her immediate family, 1 opportunities
      that are discovered through the use of corporate property, information or
      position; (b) using the Company’s property, information, or position for
      personal gain; or (c) competing with the Company, *provided,
      however* ,
      if the
      Company’s disinterested directors in that issue determine that the Company will
      not pursue an opportunity that relates to the Company’s business, a director may
      do so, but
      only
      after full written disclosure to the CGNC, and upon the written approval of
      a
      majority of the disinterested Directors on both the CGNC and the Board.
      Directors owe a duty to the Company to advance its legitimate interests when
      the
      opportunity to do so arises.




1NASDAQ
      Exchange Rule 4200(a) (14) defines “family member” to include a person’s
      spouse, parents, children, and siblings, whether by blood, marriage or adoption,
      or anyone residing in such person’s home.









**4.** **Confidentiality** **.**


Directors
      shall maintain the confidentiality of information entrusted to them by the
      Company or its customers, and any other confidential information about the
      Company that comes to them, from whatever source and in whatever form or medium,
      in their capacity as a director, except when disclosure is authorized or legally
      mandated. For purposes of this Code, “confidential information” includes all
      non-public information relating to the Company or its customers that might
      be of
      use to competitors or investors, reveal private information of customer, or
      be
      harmful to the Company or its customers, if disclosed.




Directors
      should not speak individually for the Company with the press or investors unless
      requested by the Chief Executive Officer. Directors shall refer any such
      inquiries to the CEO.




**5.** **Compliance
      with laws, rules and regulations; fair dealing** **.**


Directors
      shall comply with applicable laws, rules and regulations in their service to
      the
      Company, including without limitation, the applicable provisions of state and
      federal securities laws, the Florida Business Corporation Act and applicable
      state and federal banking laws. Transactions in Company securities should also
      be governed by the Company’s Corporate Governance Guidelines.




It
      is the
      Company’s goal to protect shareholder investments through strict enforcement of
      the prohibition against insider trading set forth in federal securities laws
      and
      regulations. No director may buy or sell securities of the Company at a time
      when in possession of material non-public information (except for trades made
      pursuant to certain pre-existing trading plans established in compliance with
      applicable law). Passing such information to someone who may buy or sell
      securities is also prohibited. The prohibition on insider trading applies to
      the
      Company’s securities and to securities of other companies if the director learns
      of material non-public information about those other companies in the course
      of
      his or her duties for the Company. This prohibition also extends to certain
      non-employees and non-directors of the Company, such as related persons and
      close friends of directors, who may learn of material non-public information
      about the Company. Insider trading is both unethical and illegal. Directors
      receive a notification quarterly, and more frequently as necessary, outlining
      when trading in the Company’s securities is or is not permitted.




In
      addition,
      each director should endeavor to deal fairly with the Company’s customers,
      suppliers, competitors and employees. No director should take unfair advantage
      of anyone through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other unfair-dealing practice.




**6.** **Encouraging
      the reporting of any illegal or unethical behavior** **.**


Directors
      should promote ethical behavior and take steps to ensure that the Company:
      (a)
      encourages employees to talk to supervisors, managers and/or other appropriate
      personnel when in doubt about the best course of action in a particular
      situation; (b) encourages employees to report violations of laws, rules,
      regulations, and the Company’s Employee Code of Business Conduct and Ethics, to
      appropriate personnel; and (c) informs employees that the Company will not
      allow retaliation for reports made in good faith.




**7.** **Waivers;
      Compliance Procedures** **.**


Any
      waiver of
      any provision of this Code may only be made by the CGNC after due deliberation
      and a determination by such committee that appropriate controls to protect
      the
      Company are in place and with the approval of a majority of the Board. Any
      such
      waiver must be promptly disclosed to the shareholders of the Company.




Directors
      shall communicate any suspected violations of this Code promptly to the Chairman
      of the Board and the Chairman of the CGNC. Violations will be investigated
      by
      the CGNC or by a person or persons designated by the CGNC and appropriate action
      will be taken in the event of any violations of the Code.




This
      document
      replaces and supersedes any and all other previous TIB Codes of Business Conduct
      and Ethics for members of the Board of Directors of the Company.