1st
 United Bancorp/1st United Bank

	
Exhibit
 10.5


	
Supplemental
 Executive Retirement Plan Agreement

	
 


	






1ST UNITED BANCORP/1ST UNITED
BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT




          THIS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”) is adopted
this 31st day of May, 2006, by and among 1ST UNITED
BANCORP, INC. a Florida bank holding company (the “Company), 1ST UNITED
BANK, a Florida commercial bank (the “Bank”), and JOHN MARINO (the
“Executive”). 


          The
purpose of this Agreement is to provide specified benefits to the Executive, a
member of a select group of management or highly compensated employees who
contribute materially to the continued growth, development and future business
success of the Company and the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended from time to time. Benefits will be paid from
the general assets of the Company and the Bank. 


          The
Company, the Bank and the Executive agree as provided herein. 


Article 1.


Definitions


          Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified: 


	
 

	
 


	
1.1

	
“Beneficiary” means
 the estate of the deceased Executive entitled to benefits, if any, upon the
 death of the Executive determined pursuant to Article 4. 


	
 

	
 


	
1.2

	
“Board” means the
 Board of Directors of the Company. 


	
 

	
 


	
1.3

	
“Change in Control”
 means a change in the ownership or effective control of the Company or the
 Bank, or in the ownership of a substantial portion of the assets of the
 Company or the Bank, as such change is defined in Section 409A of the Code
 and regulations thereunder. 


	
 

	
 


	
1.4

	
“Code” means the
 Internal Revenue Code of 1986, as amended. 


	
 

	
 


	
1.5

	
“Constructive Early
 Termination” means that the Executive separates from service with the
 Company or the Bank for any of the reasons set forth in section 9(a) of the
 Employment Agreement. 


	
 

	
 


	
1.6

	
“Disability” means
 Executive: (i) is unable to engage in any substantial gainful activity by
 reason of any medically determinable physical or mental impairment which can
 be expected to result in death or can be expected to last for a continuous
 period of not less than twelve (12) months; or (ii) is, by reason of any
 medically determinable physical or mental impairment which can be expected to
 result in death or can be expected to last for a continuous period of not
 less than twelve (12) months, receiving income replacement benefits for a period
 of not less than three (3) months under an accident and health plan covering
 employees of the Bank. Medical determination of Disability may be made by
 either the Social Security Administration or by the provider of an accident
 or health plan covering employees of the Bank. Upon the request of the Plan
 Administrator, the Executive must submit proof to the Plan Administrator of
 the Social Security Administration’s or the provider’s determination. 


	
 

	
 


	
1.7

	
“Early Termination”
 means that, prior to Normal Retirement Age, the Executive’s employment with
 the Company or the Bank terminates for reasons other than Termination for
 Cause, death, Disability, Constructive Early Termination, or a Change in
 Control. 


	
 

	
 


	
1.8

	
“Effective Date”
 means January 1, 2006. 










	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 

	
 


	
1.9

	
“Employment Agreement”
 means that Employment Agreement dated March 4, 2004 among the Executive, the
 Company and the Bank.


	
 

	
 


	
1.10

	
“Final Base Salary”
 means the average base annual salary, excluding bonuses, commissions, fringe
 benefits, and incentive compensation but including deferrals under any
 retirement, reimbursement or cafeteria plan, of the highest three (3) of the
 last five (5) years in which the Executive is employed by the Company or the
 Bank.


	
 

	
 


	
1.11

	
“Normal Retirement Age”
 means the Executive’s fifty-fifth (55th) birthday.


	
 

	
 


	
1.12

	
“Normal Retirement Date”
 means the later of the Normal Retirement Age or the effective date of
 Separation from Service.


	
 

	
 


	
1.13

	
“Plan Administrator”
 means the plan administrator described in Article 7.


	
 

	
 


	
1.14

	
“Plan Year” means
 each twelve-month period commencing on the Effective Date.


	
 

	
 


	
1.15

	
“Separation from
 Service” means the termination of the Executive’s employment with the
 Company or the Bank for reasons other than death or a leave of absence
 approved by the Company or the Bank. Whether a Separation from Service takes
 place is determined based on the facts and circumstances surrounding the
 termination of the Executive’s employment and whether the Company or the Bank
 and the Executive intended for the Executive to provide significant services
 for the Company or the Bank following such termination. A Separation from
 Service will not be considered a Separation from Service if:


	
 

	
 


	
 

	
(a)

	
the Executive continues to
 provide services as an employee of the Company or the Bank at an annual rate
 that is twenty percent (20%) or more of the services rendered, on average,
 during the immediately preceding three full calendar years of employment (or,
 if employed less than three years, such lesser period) and the annual
 remuneration for such services is twenty percent (20%) or more of the average
 annual remuneration earned during the final three full calendar years of
 employment (or, if less, such lesser period), or 


	
 

	
 

	
 


	
 

	
(b)

	
the Executive continues to
 provide services to the Company or the Bank in a capacity other than as an
 employee of the Company or the Bank at an annual rate that is fifty percent
 (50%) or more of the services rendered, on average, during the immediately
 preceding three full calendar years of employment (or if employed less than
 three years, such lesser period) and the annual remuneration for such
 services is fifty percent (50%) or more of the average annual remuneration
 earned during the final three full calendar years of employment (or if less,
 such lesser period). 


	
 

	
 

	
 


	
1.16

	
“Specified Employee”
 means a key employee (as defined in Section 416(i) of the Code without regard
 to paragraph 5 thereof) of the Company or the Bank if any stock of the
 Company or the Bank is publicly traded on an established securities market or
 otherwise.


	
 

	
 


	
1.17

	
“Termination for Cause”
 means discharge of the Executive for “cause” as defined in the Employment
 Agreement.


	
 

	
 


	
1.18

	
“Vesting Commencement
 Date” means the first day of the calendar month following the calendar
 quarter in which the Company and the Bank first have consolidated total
 assets of at least $250 million, as reported by the Company and the Bank to
 their banking regulators.





2






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	






Article 2.
Benefits During Lifetime



	
 

	
 

	
 


	
2.1

	
Normal Retirement Benefit. Upon Separation from Service on or after
 the Normal Retirement Age for reasons other than death, the Company and the
 Bank shall jointly and severally pay to the Executive the benefit described
 in this Section 2.1 in lieu of any other benefit under this Article. 


	
 

	
 


	
 

	
2.1.1

	
Amount of Benefit. The annual benefit under this Section 2.1
 is thirty percent (30%) of the Executive’s Final Base Salary. 


	
 

	
 

	
 


	
 

	
2.1.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Executive in twelve (12) equal monthly installments commencing on the first
 day of the month following the Executive’s Normal Retirement Date, and
 continuing on the first of each month thereafter for a total period of twenty
 (20) years. 


	
 

	
 

	
 


	
2.2

	
Early Termination Benefit. Upon Early Termination, the Company and
 the Bank shall jointly and severally pay to the Executive the benefit described
 in this Section 2.2 in lieu of any other benefit under this Article. 


	
 

	
 

	
 


	
 

	
2.2.1

	
Amount of Benefit. The annual benefit under this Section 2.2
 is thirty percent (30%) of the Executive’s Final Base Salary, subject to the
 following vesting schedule. Prior to the Vesting Commencement Date, the
 Executive shall not be vested in any Early Termination benefits. 








	
 

	
 

	
 


	
Full Calendar Years Subsequent to

 the Vesting Commencement Date

	
 

	
Vested Portion of Benefit


	


	
 

	



	
1

	
 

	
20%


	
2

	
 

	
40%


	
3

	
 

	
60%


	
4

	
 

	
80%


	
5
 or more

	
 

	
100%








	
 

	
 

	
 


	
 

	
2.2.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Executive in twelve (12) equal monthly installments commencing on the first
 day of the month following the Executive’s attainment of Normal Retirement
 Age, and continuing on the first of each month thereafter for a total period
 of twenty (20) years.


	
 

	
 

	
 


	
2.3

	
Constructive Early
 Termination Benefit.
 Upon Constructive Early Termination, the Company and the. Bank shall jointly
 and severally pay to the Executive the benefit described in this Section 2.3
 in lieu of any other benefit under this Article.


	
 

	
 

	
 


	
 

	
2.3.1

	
Amount of Benefit. The annual benefit under this Section 2.3
 is thirty percent (30%) of the Executive’s Final Base Salary.


	
 

	
 

	
 


	
 

	
2.3.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Executive in twelve (12) equal monthly installments commencing on the first
 day of the month following the Executive’s Separation from Service, and
 continuing on the first of each month thereafter for a total period of twenty
 (20) years.





3






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 

	
 


	
2.4

	
Disability Benefit. Upon Separation from Service due to
 Disability prior to Normal Retirement Age, the Company and the Bank shall
 jointly and severally pay to the Executive the benefit described in this
 Section 2.4 in lieu of any other benefit under this Article. 


	
 

	
 

	
 


	
 

	
2.4.1

	
Amount of Benefit. The annual benefit under this Section 2.4
 is thirty percent (30%) of the Executive’s Final Base Salary. 


	
 

	
 

	
 


	
 

	
2.4.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Executive in twelve (12) equal monthly installments commencing on the first
 day of the month following the Executive’s Normal Retirement Age, and
 continuing on the first of each month thereafter for a total period of twenty
 (20) years. 


	
 

	
 

	
 


	
2.5

	
Change in Control Benefit. Upon a Change in Control, the Company and
 the Bank shall jointly and severally pay to the Executive the benefit
 described in this Section 2.5 in lieu of any other benefit under this
 Article. 


	
 

	
 

	
 


	
 

	
2.5.1

	
Amount of Benefit. The annual benefit under this Section 2.5
 is seventy percent (70%) of the Executive’s Final Base Salary. 


	
 

	
 

	
 


	
 

	
2.5.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Executive in twelve (12) equal monthly installments commencing on the first
 day of the month following the Change in Control, and continuing on the first
 of each month thereafter for a total period of twenty (20) years. 


	
 

	
 

	
 


	
 

	
2.5.3

	
Excess Parachute Payment
 Gross-up. If any
 benefit distributable under this Agreement would create an excise tax under
 the excess parachute rules of Section 280G of the Code, the Bank shall
 distribute to the Executive an additional amount (the “Gross-up”) equal to: 


	
 

	
 

	
 


	
 

	
 

	
the
 Executive’s excise tax amount 

 divided by


	
 

	
 

	
one
 minus (the excise tax rate plus the Executive’s marginal income tax rate for
 the year in which the Change in Control occurs)


	
 

	
 

	
 


	
 

	
 

	
The Gross-up shall be
 distributed in a lump sum within ninety (90) days of the Change in Control. 


	
 

	
 

	
 


	
2.6

	
Restriction on Timing of
 Distribution.
 Notwithstanding any provision of this Agreement to the contrary, if the
 Executive is considered a Specified Employee at Separation from Service under
 such procedures as established by the Company and the Bank in accordance with
 Section 409A of the Code, benefit distributions that are made upon Separation
 from Service may not commence earlier than six (6) months after the date of
 such Separation from Service. Therefore, in the event this Section 2.6 is
 applicable to the Executive, any distribution which would otherwise be paid
 to the Executive within the first six months following the Separation from
 Service shall be accumulated and paid to the Executive in a lump sum on the
 first day of the seventh month following the Separation from Service. All
 subsequent distributions shall be paid in the manner specified. 


	
 

	
 

	
 


	
2.7

	
Distributions Upon Income
 Inclusion Under Section 409A of the Code. Upon the inclusion of any portion of the
 benefits payable pursuant to this Agreement into the Executive’s income as a
 result of the failure of this non-qualified deferred compensation plan to
 comply with the requirements of Section 409A of the Code, to the extent such
 tax liability can be covered by the Executive’s vested 





4






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 

	
 


	
 

	
accrued liability, a
 distribution shall be made as soon as is administratively practicable
 following the discovery of the plan failure. 


	
 

	
 


	
2.8

	
Change in Form or Timing
 of Distributions.
 For distribution of benefits under this Article 2, the Executive, the Company
 and the Bank may, subject to the terms of Section 8.1, amend the Agreement to
 delay the timing or change the form of distributions. Any such amendment: 


	
 

	
 

	
 


	
 

	
(a)

	
may not accelerate the
 time or schedule of any distribution, except as provided in Section 409A of
 the Code and the regulations thereunder; 


	
 

	
 

	
 


	
 

	
(b)

	
must, for benefits
 distributable under Section 2.2 and 2.4, be made at least twelve (12) months
 prior to the first scheduled distribution; 


	
 

	
 

	
 


	
 

	
(c)

	
must, for benefits
 distributable under Sections 2.1, 2.2, 2.3, 2.4 and 2.5, delay the
 commencement of distributions for a minimum of five (5) years from the date
 the first distribution was originally scheduled to be made; and 


	
 

	
 

	
 


	
 

	
(d)

	
must take effect not less
 than twelve (12) months after the amendment is made. 


	
 

	
 

	
 


	
Article 3. 


	
Death Benefits


	
 


	
3.1

	
Death During Active
 Service. If the
 Executive dies while in the active service of the Company and the Bank, the
 Company and the Bank shall jointly and severally pay to the Beneficiary the
 benefit described in this Section 3.1. This benefit shall be paid in lieu of
 the benefits under Article 2. 


	
 

	
 

	
 


	
 

	
3.1.1

	
Amount of Benefit. The annual benefit under this Section 3.1
 is thirty percent (30%) of the Executive’s Final Base Salary. For purposes of
 determining Final Base Salary under this Section 3.1, if at the time of his
 death the Executive was employed by the Company and the Bank for (i) less
 than five (5) years, the average base salary shall be based on the highest
 three (3) of the total years employed or (ii) less than three (3) years, the
 average base salary shall be the highest base salary in any year employed. 


	
 

	
 

	
 


	
 

	
3.1.2

	
Payment of Benefit. The annual benefit shall be paid to the
 Beneficiary in twelve (12) equal monthly installments commencing within sixty
 (60) days following the Executive’s death, and continuing on the first of
 each month thereafter until two hundred forty (240) total payments have been
 made. 


	
 

	
 

	
 


	
3.2

	
Death During Payment of a
 Benefit. If the
 Executive dies after any benefit payments have commenced under Article 2 of
 this Agreement but before receiving all such payments, the Company and the
 Bank shall jointly and severally pay the remaining benefits to the
 Beneficiary at the same time and in the same amounts they would have been
 paid to the Executive had the Executive survived. 


	
 

	
 

	
 


	
3.3

	
Death After Separation
 from Service But
 Before Payment of a Benefit Commences. If the Executive is entitled to any
 benefit payments under Article 2 of this Agreement, but dies prior to the
 commencement of said benefit payments, the Company and the Bank shall jointly
 and severally pay the same benefit payments to the Beneficiary that the
 Executive was entitled to prior to death except that the benefit payments
 shall commence within sixty (60) days following the date of the Executive’s
 death. 





5






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	






Article 4.

Beneficiaries


	
 

	
 


	
4.1

	
Beneficiary. The Executives shall have the right, at
 any time, to designate a Beneficiary(ies) to receive any benefit
 distributions under this Agreement upon the death of the Executive. The
 Beneficiary designated under this Agreement may be the same as or different
 from the beneficiary designation under any other plan of the Company or the
 Bank in which the Executive participates. 


	
 

	
 


	
4.2

	
Beneficiary Designation:
 Change. The
 Executives shall designate a Beneficiary by completing and signing the
 Beneficiary Designation Form, and delivering it to the Plan Administrator or
 its designated agent. The Executive’s beneficiary designation shall be deemed
 automatically revoked if the Beneficiary predeceases the Executive or if the
 Executive names a spouse as Beneficiary and the marriage is subsequently
 dissolved. The Executive shall have the right to change a Beneficiary by
 completing, signing and otherwise complying with the terms of the Beneficiary
 Designation Form and the Plan Administrator’s rules and procedures, as in
 effect from time to time. Upon the acceptance by the Plan Administrator of a
 new Beneficiary Designation Form, all Beneficiary designations previously
 filed shall be cancelled. The Plan Administrator shall be entitled to rely on
 the last Beneficiary Designation Form filed by the Executive and accepted by
 the Plan Administrator prior to the Executive’s death. 


	
 

	
 


	
4.3

	
Acknowledgment. No designation or change in designation
 of a Beneficiary shall be effective until received, accepted and acknowledged
 in writing by the Plan Administrator or its designated agent. 


	
 

	
 


	
4.4

	
No Beneficiary Designation. If the Executive dies without a valid
 beneficiary designation, or if all designated Beneficiaries predecease the
 Executive, then the Executive’s spouse shall be the designated Beneficiary.
 If the Executive has no surviving spouse, the benefits shall be made to the
 personal representative of the Executive’s estate. 


	
 

	
 


	
4.5

	
Facility of Distribution. If the Plan Administrator determines in
 its discretion that a benefit is to be distributed to a minor, to a person
 declared incompetent, or to a person incapable of handling the disposition of
 that person’s property, the Plan Administrator may direct distribution of
 such benefit to the guardian, legal representative or person having the care
 or custody of such minor, incompetent person or incapable person. The Plan
 Administrator may require proof of incompetence, minority or guardianship as
 it may deem appropriate prior to distribution of the benefit. Any distribution
 of a benefit shall be a distribution for the account of the Executive and the
 Executive’s Beneficiary, as the case may be, and shall be a complete
 discharge of any liability under the Agreement for such distribution amount. 


	
 

	
 


	
Article 5.


	
General Limitations


	
 

	
 


	
5.1

	
Termination for Cause. Notwithstanding any provision of this
 Agreement to the contrary, the Company and the Bank shall not pay any benefit
 under this Agreement if the Executive’s employment with the Company or the
 Bank terminates due to Termination for Cause. 


	
 

	
 


	
5.2

	
Suicide or Misstatement. Notwithstanding any provision of this
 Agreement to the contrary, the Company and the Bank shall not pay any benefit
 under this Agreement if the Executive commits suicide within two (2) years
 after the Effective Date. In addition, the Company and the Bank shall not pay
 any benefit under this Agreement if the Executive has made any material
 misstatement of fact on any application for life insurance owned by the
 Company or the Bank on the Executive’s life. 





6






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	






Article 6.

Claims And Review
Procedures


	
 

	
 

	
 

	
 


	
6.1

	
Claims Procedure. An Executive or Beneficiary (“claimant”)
 who has not received benefits under the Agreement that he or she believes
 should be paid shall make a claim for such benefits as follows: 


	
 

	
 


	
 

	
6.1.1

	
Initiation — Written Claim. The claimant initiates a claim by
 submitting to the Plan Administrator a written claim for the benefits. If
 such a claim relates to the contents of a notice received by the claimant,
 the claim must be made within sixty (60) days after such notice was received
 by the claimant. All other claims must be made within one hundred eighty
 (180) days of the date on which the event that caused the claim to arise
 occurred. The claim must state with particularity the determination desired
 by the claimant. 


	
 

	
 

	
 

	
 


	
 

	
6.1.2

	
Timing of Plan
 Administrator Response.
 The Plan Administrator shall respond to such claimant within ninety (90) days
 after receiving the claim. If the Plan Administrator determines that special
 circumstances require additional time for processing the claim, the Plan
 Administrator can extend the response period by an additional 90 days by
 notifying the claimant in writing, prior to the end of the initial 90-day
 period, that an additional period is required. The notice of extension must
 set forth the special circumstances and the date by which the Plan
 Administrator expects to render its decision. 


	
 

	
 

	
 

	
 


	
 

	
6.1.3

	
Notice of Decision. If the Plan Administrator denies part or
 all of the claim, the Plan Administrator shall notify the claimant in writing
 of such denial. The Plan Administrator shall write the notification in a
 manner calculated to be understood by the claimant. The notification shall
 set forth: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The specific reasons for
 the denial; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
A reference to the
 specific provisions of the Agreement on which the denial is based; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
A description of any
 additional information or material necessary for the claimant to perfect the
 claim and an explanation of why it is needed; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
An explanation of the
 Agreement’s review procedures and the time limits applicable to such
 procedures; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
A statement of the
 claimant’s right to bring a civil action under ERISA Section 502(a) following
 an adverse benefit determination on review. 


	
 

	
 

	
 

	
 


	
6.2

	
Review Procedure. If the
 Plan Administrator denies part or all of the claim, the claimant shall have
 the opportunity for a full and fair review by the Plan Administrator of the
 denial, as follows: 


	
 

	
 

	
 

	
 


	
 

	
6.2.1

	
 

	
Initiation – Written
 Request. To initiate the review, the claimant, within sixty (60) days after
 receiving the Plan Administrator’s notice of denial, must file with the Plan
 Administrator a written request for review. 


	
 

	
 

	
 

	
 


	
 

	
6.2.2

	
 

	
Additional Submissions –
 Information Access. The claimant shall then have the opportunity to submit
 written comments, documents, records and other information relating to the
 claim. The Plan Administrator shall also provide the claimant, upon request
 and free of charge, reasonable access to, and copies of, all documents,
 records 





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1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 

	
 


	
 

	
 

	
and other information
 relevant (as defined in applicable ERISA regulations) to the claimant’s claim
 for benefits. 


	
 

	
 

	
 


	
 

	
6.2.3

	
Considerations on Review.
 In considering the review, the Plan Administrator shall take into account all
 materials and information the claimant submits relating to the claim, without
 regard to whether such information was submitted or considered in the initial
 benefit determination. 


	
 

	
 

	
 


	
 

	
6.2.4

	
Timing of Plan
 Administrator Response. The Plan Administrator shall respond in writing to
 such claimant within sixty (60) days after receiving the request for review.
 If the Plan Administrator determines that special circumstances require
 additional time for processing the claim, the Plan Administrator can extend
 the response period by an additional sixty (60) days by notifying the
 claimant in writing, prior to the end of the initial 60-day period, that an
 additional period is required. The notice of extension must set forth the
 special circumstances and the date by which the Plan Administrator expects to
 render its decision. 


	
 

	
 

	
 


	
 

	
6.2.5

	
Notice of Decision. The
 Plan Administrator shall notify the claimant in writing of its decision on
 review. The Plan Administrator shall write the notification in a manner
 calculated to be understood by the claimant. The notification shall set forth:
 


	
 

	
 

	
 


	
 

	
6.2.6

	
The specific reasons for
 the denial; 


	
 

	
 

	
 


	
 

	
6.2.7

	
A reference to the
 specific provisions of the Agreement on which the denial is based; 


	
 

	
 

	
 


	
 

	
6.2.8

	
A statement that the
 claimant is entitled to receive, upon request and free of charge, reasonable
 access to, and copies of, all documents, records and other information
 relevant (as defined in applicable ERISA regulations) to the claimant’s claim
 for benefits; and 


	
 

	
 

	
 


	
 

	
6.2.9

	
A statement of the
 claimant’s right to bring a civil action under ERISA Section 502(a). 





Article 7.

Amendments and
Termination


	
 

	
 

	
 


	
7.1

	
Amendments. This Agreement
 may be amended only by a written agreement signed by the Company, the Bank
 and the Executive. However, the Company and the Bank may unilaterally amend
 this Agreement to conform with written directives to the Company and the Bank
 from its auditors or banking regulators or to comply with legislative or tax
 law, including without limitation Section 409A of the Code and any and all
 regulations and guidance promulgated thereunder. 


	
 

	
 


	
7.2

	
Plan Termination
 Generally. This Agreement may be terminated only by a written agreement
 signed by the Company, the Bank and the Executive. The benefit shall be the
 Early Termination Benefit as of the date the Agreement is terminated. Except
 as provided in Section 7.3, the termination of this Agreement shall not cause
 a distribution of benefits under this Agreement. Rather, upon such
 termination benefit distributions will be made at the earliest distribution
 event permitted under Article 2 or Article 3. 


	
 

	
 

	
 


	
7.3

	
Plan Terminations Under
 Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the
 Company and the Bank terminate this Agreement in the following circumstances:
 


	
 

	
 

	
 


	
 

	
(a)

	
Within thirty (30) days
 before, or twelve (12) months after a Change in Control, provided that all
 distributions are made no later than twelve (12) months following such
 termination 





8






	
 


	
1st
 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 

	
 


	
 

	
 

	
of the Agreement and
 further provided that all the Company and the Bank’s arrangements which are
 substantially similar to the Agreement are terminated so the Executive and
 all participants in the similar arrangements are required to receive all
 amounts of compensation deferred under the terminated arrangements within
 twelve (12) months of the termination of the arrangements;


	
 

	
 

	
 


	
 

	
(b)

	
Upon the Company or the
 Bank’s dissolution or with the approval of a bankruptcy court provided that
 the amounts deferred under the Agreement are included in the Executive’s
 gross income in the latest of (i) the calendar year in which the Agreement
 terminates; (ii) the calendar year in which the amount is no longer subject
 to a substantial risk of forfeiture; or (iii) the first calendar year in
 which the distribution is administratively practical; or 


	
 

	
 

	
 


	
 

	
(c)

	
Upon the Company and the
 Bank’s termination of this and all other non-account balance plans (as
 referenced in Section 409A of the Code or the regulations thereunder),
 provided that all distributions are made no earlier than twelve (12) months
 and no later than twenty-four (24) months following such termination, and the
 Company and the Bank does not adopt any new non-account balance plans for a
 minimum of five (5) years following the date of such termination; 


	
 

	
 

	
 


	
 

	
the Company and the Bank
 may distribute the actuarial equivalent of the present value of the Early
 Termination Benefit, determined as of the date of the termination
 Administration of Agreement in a lump sum.





Article 8.

Administration of
Agreement


	
 

	
 


	
8.1

	
Plan Administrator Duties. This Agreement shall be administered by a
 Plan Administrator which shall consist of the Board, or such committee or
 person(s) as the Board shall appoint. The Executive may be a member of the Plan
 Administrator. The Plan Administrator shall be the named fiduciary for
 purposes of ERISA, if applicable, and shall also have the discretion and
 authority to (i) make, amend, interpret and enforce all appropriate rules and
 regulations for the administration of this Agreement and (ii) decide or
 resolve any and all questions including interpretations of this Agreement, as
 may arise in connection with the Agreement. 


	
 

	
 


	
8.2

	
Agents. In the administration of this Agreement,
 the Plan Administrator may employ agents and delegate to them such
 administrative duties as it sees fit, (including acting through a duly
 appointed representative), and may from time to time consult with counsel who
 may be counsel to the Company. 


	
 

	
 


	
8.3

	
Binding Effect of
 Decisions. The decision
 or action of the Plan Administrator with respect to any question arising out
 of or in connection with the administration, interpretation and application
 of the Agreement and the rules and regulations promulgated hereunder shall be
 final and conclusive and binding upon all persons having any interest in the
 Agreement. No Executive or Beneficiary shall be deemed to have any right,
 vested or nonvested, regarding the continued use of any previously adopted
 assumptions, including but not limited to the Discount Rate. 


	
 

	
 


	
8.4

	
Indemnity of Plan
 Administrator. The
 Company and the Bank shall jointly and severally indemnify and hold harmless
 the members of the Plan Administrator against any and all claims, losses,
 damages, expenses or liabilities arising from any action or failure to act
 with respect to this Agreement, except in the case of willful misconduct by
 the Plan Administrator or any of its members. 


	
 

	
 


	
8.5

	
Company Information. To enable the Plan Administrator to
 perform its functions, the Company shall supply full and timely information
 to the Plan Administrator on all matters relating to the date and 





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 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 


	
 

	
circumstances of the base
 salary, retirement, Disability, death, or Separation from Service of the
 Executive, and such other pertinent information as the Plan Administrator may
 reasonably require. 


	
 

	
 


	
8.6

	
Annual Statement. The Plan Administrator shall provide to
 the Executive, within one hundred twenty (120) days after the end of each
 Plan Year, a statement setting forth the benefits payable under this
 Agreement. 


	
 

	
 


	
Article 9. 

 Miscellaneous


	
 

	
 


	
9.1

	
Binding Effect. This Agreement shall inure to the benefit
 of and bind the Executive, the Company and the Bank, and their beneficiaries,
 survivors, executors, successors, administrators and permitted transferees. 


	
 

	
 


	
9.2

	
No Guarantee of Employment. This Agreement is not an employment
 policy or contract. It does not give the Executive the right to remain an employee
 of the Company or the Bank, nor does it interfere with the Company’s or the
 Bank’s right to discharge the Executive under the terms of the Employment
 Agreement. It also does not require the Executive to remain an employee nor
 interfere with the Executive’s right to terminate employment at any time. 


	
 

	
 


	
9.3

	
Non-Transferability. Benefits under this Agreement cannot be
 sold, transferred, assigned, pledged, attached or encumbered in any manner,
 except by the laws of descent and distribution. 


	
 

	
 


	
9.4

	
Tax Withholding. The Company and the Bank shall withhold
 any taxes that are required to be withheld, including but not limited to
 taxes owed under Section 409A of the Code and regulations thereunder, from
 the benefits provided under this Agreement. The Executive acknowledges that
 the Company and the Bank’s sole liability regarding taxes is to forward any
 amounts withheld to the appropriate taxing authority(ies). Further, the
 Company and the Bank shall satisfy all applicable reporting requirements,
 including those under Section 409A of the Code and regulations thereunder. 


	
 

	
 


	
9.5

	
Applicable Law. The Agreement and all rights hereunder
 shall be governed by the laws of the State of Florida (without regard to
 principles of conflicts of laws), except to the extent preempted by the laws
 of the United States of America. 


	
 

	
 


	
9.6

	
Unfunded Arrangement. The Executive and Beneficiary are general
 unsecured creditors of the Company and the Bank for the payment of benefits
 under this Agreement. The benefits represent the mere promise by the Company
 and the Bank to pay such benefits. The rights to benefits are not subject in
 any manner to anticipation, alienation, sale, transfer, assignment, pledge,
 encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s
 life is a general asset of the Company and/or the Bank to which the Executive
 and Beneficiary have no preferred or secured claim. 


	
 

	
 


	
9.7

	
Reorganization. The Company and/or the Bank shall not
 merge or consolidate into or with another company or bank, or reorganize, or
 sell substantially all of its assets to another company, bank, firm, or
 person unless such succeeding or continuing company, bank, firm, or person
 agrees to assume and discharge the obligations of the Company and the Bank
 under this Agreement. Upon the occurrence of such event, the terms “Company”
 and “Bank” as used in this Agreement shall be deemed to refer to the
 successors or survivor entities. 


	
 

	
 


	
9.8

	
Entire Agreement. This Agreement constitutes the entire
 agreement between the Company, the Bank and the Executive as to the subject
 matter hereof. No rights are granted to the Executive by virtue of this
 Agreement other than those specifically set forth herein. 


	
 

	
 





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 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 


	
9.9

	
Interpretation. Wherever the fulfillment of the intent
 and purpose of this Agreement requires, and the context will permit, the use
 of the masculine gender includes the feminine and use of the singular
 includes the plural. 


	
 

	
 


	
9.10

	
Alternative Action. In the event it shall become impossible
 for the Company, the Bank or the Plan Administrator to perform any act
 required by this Agreement, the Company, the Bank or Plan Administrator may
 in its discretion perform such alternative act as most nearly carries out the
 intent and purpose of this Agreement and is in the best interests of the
 Company, the Bank, provided that such alternative acts do not violate Section
 409A of the Code. 


	
 

	
 


	
9.11

	
Headings. Article and section headings are for
 convenient reference only and shall not control or affect the meaning or
 construction of any of its provisions. 


	
 

	
 


	
9.12

	
Validity. In case any provision of this Agreement
 shall be illegal or invalid for any reason, said illegality or invalidity
 shall not affect the remaining parts hereof. 


	
 

	
 


	
9.13

	
Notice. Any notice or filing required or
 permitted to be given to the Company or the Bank or Plan Administrator under
 this Agreement shall be sufficient if in writing and hand-delivered, or sent
 by overnight delivery, or sent by registered or certified mail, to the
 address below: 








	
 

	
 


	
 

	
1st United
 Bancorp, Inc. 

 Attn: Chairman 

 One North Federal Highway 

 Boca Raton, FL 33432








	
 

	
 


	
 

	
Any notice or filing
 required or permitted to be given to the Executive under this Agreement shall
 be sufficient if in writing and hand-delivered, or sent by mail, to the last
 known address of the Executive according to the Company’s and the Bank’s
 records. All notices shall be deemed given as of the date of delivery or, if delivery
 is made by mail, as of the date of receipt as shown on the postmark on the
 receipt for registration or certification. 


	
 

	
 


	
9.14

	
Counterparts. This Agreement may be executed in two or
 more counterparts, each of which shall be deemed an original, but all of
 which taken together shall and the same instrument. Confirmation of execution
 by electronic transmission of a facsimile signature page shall be binding
 upon any party so confirming. 


	
 

	
 


	
9.15

	
Compliance with Section
 409A. This
 Agreement shall at all times be administered and the provisions of this
 Agreement shall be interpreted consistent with the requirements of Section
 409A of the Code and any and all regulations thereunder, including such
 regulations as may be promulgated after the Effective Date of this Agreement.
 


	
 

	
 


	
9.16

	
Rescissions. Any modification to the terms of this
 Agreement that would inadvertently result in an additional tax liability on
 the part of the Executive, shall have no effect to the extent the change in
 the terms of the plan is rescinded by the earlier of a date before the right
 is exercised (if the change grants a discretionary right) and the last day of
 the calendar year during which such change occurred. 


	
 

	
 


	
9.17

	
Arbitration. Subject to the parties’ right to seek
 equitable remedies under Section 9.18, all claims for monetary damages and
 disputes relating in any way to the performance, interpretation, validity, or
 breach of this Agreement shall be referred to final and binding arbitration,
 before a single arbitrator, under the commercial arbitration rules of the
 American Arbitration Association in Palm Beach County, Florida. The
 arbitrator shall be selected by the parties and if the parties are unable to
 reach agreement on selection of the arbitrator within ten (10) days after the
 notice of arbitration is served, then the arbitrator will be selected by the
 American Arbitration Association. All documents, 





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 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	









	
 

	
 


	
 

	
materials, and information
 in the possession of a party to this Agreement and in any way relevant to the
 claims or disputes shall be made available to the other parties for review
 and copying not later than 60 days after the notice of arbitration is served.
 To the extent that a party would be required to make confidential information
 available to any other, an agreement or an order shall be entered in the
 proceeding protecting the confidentiality of and limiting access to such
 information before a party is required to produce such information.
 Information produced by a party shall be used exclusively in the arbitration
 or litigation that may arise, and shall not otherwise be disclosed. In no
 event shall a party be entitled to punitive damages in any arbitration or
 judicial proceeding and all parties hereby waive their rights to any punitive
 damages. In the event an arbitration panel or a court concludes that the
 punitive damages waiver contained in the previous sentence is unenforceable,
 then the parties agree that the court with subject matter jurisdiction over
 the confirmation of the award shall have sole and exclusive jurisdiction to
 determine issues of entitlement and amount of punitive damages. The
 arbitrator shall NOT have subject matter jurisdiction to decide any issues relating
 to the statute of limitations or to any request for injunctive relief, and
 the parties hereby stipulate to stay the arbitration proceeding (without the
 need of a bond) until any such issues in dispute are resolved. Judgment upon
 the award rendered by the arbitrator shall be final, binding and conclusive
 upon the parties and their respective administrators, personal
 representatives, legal representatives, heirs, successors and permitted
 assigns, and may be entered in any court of competent jurisdiction. 


	
 

	
 


	
9.18

	
Equitable Remedies. Each of the parties acknowledges that the
 parties will be irreparably damaged (and damages at law would be an
 inadequate remedy) if this Agreement is not specifically enforced. Therefore,
 in the event of a breach or threatened breach by any party of any provision
 of this Agreement, then the other parties shall be entitled, in addition to
 all other rights or remedies, (a) to an injunction restraining such breach,
 without being required to show any actual damage or to post an injunction or
 other bond, or (b) to a decree for specific performance of the provisions of
 this Agreement, or both. 


	
 

	
 


	
9.19

	
Enforcement Costs. If any civil action, arbitration or other
 legal proceeding is brought for the enforcement of this Agreement, or because
 of an alleged dispute, breach, default or misrepresentation in connection
 with any provision of this Agreement, the successful or prevailing party or
 parties shall be entitled to recover reasonable attorneys’ fees, court costs,
 sales and use taxes and all expenses even if not taxable as court costs
 (including, without limitation, all such fees, taxes, costs and expenses
 incident to arbitration, appellate, bankruptcy and post-judgment
 proceedings), incurred in that proceeding, in addition to any other relief to
 which such party or parties may be entitled. Attorneys’ fees shall include,
 without limitation, paralegal fees, investigative fees, administrative costs,
 sales and use taxes and all other charges billed by the attorney to the
 prevailing party (including any fees and costs associated with collecting
 such amounts). 





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 United Bancorp/1st United Bank


	
Supplemental
 Executive Retirement Plan Agreement


	






IN WITNESS WHEREOF, the
Executive and a duly authorized representative of the Company and of the Bank
have signed this Agreement. 


	
 

	
 

	
 

	
 

	
 


	
EXECUTIVE:

	
COMPANY:


	
 

	
 

	
 

	
1ST UNITED
 BANCORP, INC.


	
 

	
 

	
 


	
/s/ John Marino

	
By:

	
/s/ Warren S. Orlando


	


	
 

	



	
John
 Marino

	
 

	
 

	
Title:

	
Warren S. Orlando


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1ST
 UNITED BANK


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
Warren S. Orlando


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
Title:

	
Chairman





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