Exhibit 10.5


SECOND
AMENDED AND RESTATED 1ST UNITED BANCORP/1ST UNITED BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


THIS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”), originally adopted May 31, 2006 and amended effective
December 18, 2008, by and among 1ST UNITED BANCORP, INC., a Florida bank holding company (the “Company”),
1ST UNITED BANK, a Florida commercial bank (the “Bank”), and RUDY SCHUPP (the “Executive”),
is hereby amended and restated, effective December 20, 2011.


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:


Section
1.1           
“Applicable PBGC Rate” shall have the meaning set forth in the Employment Agreement.


Section
1.2            “Beneficiary”
means the estate of the deceased Executive or such other person designated in accordance with Article 4 that is entitled to
benefits, if any, upon the death of the Executive determined pursuant to Article 4.


Section
1.3           
“Board” means the Board of Directors of the Company.


Section
1.4           
“Cash Compensation” shall have the meaning set forth in the Employment Agreement.


Section
1.5           
“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.


Section
1.6           
“Code” means the Internal Revenue Code of 1986, as amended.


Section
1.7           
“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.






    	 



    	 



    
Section
1.8           
“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.


Section
1.9           
“Early Termination” means a Separation for Service which occurs prior to Normal Retirement Age and Change
in Control, for reasons other than Termination for Cause, death, Disability or Constructive Early Termination.


Section
1.10        “Effective
Date” means June 1, 2006.


Section
1.11        “Employment
Agreement” means that Employment Agreement dated March 4, 2004 among the Executive, the Company and the Bank, as amended
and restated effective as of the effective date hereof.


Section
1.12        “Final
Base Salary” means the average of the two (2) highest annual rates of base salary paid by the Company and/or the Bank
to any of the Company's Named Executive Officers during the five (5) calendar years preceding the triggering event referred to
in Sections 2.1 and/or 2.2, as applicable (including, as the fifth year, the partial year in which such triggering event occurs).


Section
1.13        "Final
Total Cash Compensation" means the average of the two (2) highest total annual amounts of Cash Compensation paid by the
Company and/or the Bank to any of the Company's Named Executive Officers with respect to the five (5) full calendar years of the
Company immediately preceding the year in which the triggering event referred to in Sections 2.3, 2.4, 2.5 and/or 3.1, as applicable,
occurs.


Section
1.14        "Named
Executive Officers" shall have the meaning ascribed thereto by the Securities and Exchange Commission in Item 402(a)(3)
of its Regulation S-K, or any successor regulation.


Section
1.15        “Normal
Retirement Age” means the Executive’s sixty-fifth (65th) birthday.


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


Section
1.17        “Plan
Administrator” means the plan administrator described in Article 8.


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






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Section
1.19        “Separation
from Service” means the Executive’s separation from service (within the meaning of Section 409A of the Code and
the regulations thereunder) with the Bank and the Company.


Section
1.20        “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 (as determined in accordance with the methodology established by the Company as in effect on the date of the
Executive’s Separation from Service) if any stock of the Company or the Bank is publicly traded on an established securities
market or otherwise.


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


Section
1.22        “Vesting
Commencement Date” means July 1, 2006, which, for the purposes of this Agreement, is deemed to be the first day of the
calendar month following the calendar quarter in which the Company and the Bank first had consolidated total assets of at least
$250 million, as reported by the Company and the Bank to their banking regulators.


Article
2

Benefits During Lifetime


Section
2.1           
Normal Retirement Benefit. Subject to Sections 2.5 and 2.6, upon Separation from Service on or after the Normal
Retirement Age (for reasons other than death, Constructive Early Termination, Disability, a Change in Control, or Termination
for Cause), 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 a percentage of the Final Base Salary as set forth
in the following schedule, depending on the Company's calendar year in which the Separation from Service occurs:



	Year
    in Which Separation 

from Service Occurs	 	Percentage
        of 

        Final
        Base Salary

	Prior
    to 2013	 	30%
	2013	 	35%
	2014	 	40%
	2015	 	45%
	2016	 	50%
	2017	 	55%
	2018
    and thereafter	 	60%


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.






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Section
2.2           
Early Termination Benefit. Subject to Sections 2.5 and 2.6, 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 Final Base Salary (except
that such percentage shall increase as provided in the schedule set forth in Section 2.1.1), 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	 	47.5%
	4	 	55%
	5	 	62.5%
	6	 	70%
	7	 	77.5%
	8	 	85%
	9	 	92.5%
	10
    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.


Section
2.3           
Constructive Early Termination Benefit. Subject to Sections 2.5 and 2.6, 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 seventy percent (70%) of the Final Total Cash Compensation.


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 Normal Retirement Age, and continuing on the first of
each month thereafter for a total period of twenty (20) years.


Section
2.4           
Disability Benefit. Subject to Sections 2.5 and 2.6, 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 seventy percent (70%) of the Final Total Cash Compensation.






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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.


Section
2.5           
Change in Control Benefit. Notwithstanding any provision of this Agreement to the contrary, upon a Change in Control
while the Executive is in the active service of the Company and the Bank, 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 benefit under this Section 2.5 shall equal the lump sum present value as of the date of payment,
determined based on the Applicable PBGC Rate for the month of payment, of a hypothetical annual benefit of seventy percent (70%)
of the Final Total Cash Compensation that would be payable 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.


2.5.2       
Payment of Benefit. The benefit shall be paid to the Executive within thirty (30) days of the Change in Control.


Section
2.6           
Change in Control Following Separation From Service. In the event that a Change in Control occurs following a Separation
From Service with respect to which the Executive has a future entitlement to payments under this Article 2 or under Article 3
but prior to all such payments having been distributed, the present value (determined as of the date of payment, determined based
on the Applicable PBGC Rate for the month of payment) of all such payments not previously distributed shall be paid to the Executive
within thirty (30) days of the Change in Control (which lump sum payment shall serve in lieu of any subsequent payments hereunder).


Section
2.7           
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 2.7 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.






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Section
2.8           
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 accrued liability, a distribution shall be made as soon as is administratively practicable following
the discovery of the plan failure.


Section
2.9           
Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply
with the following requirements. The changes:


(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 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


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


Article
3

Death Benefits


Section
3.1           
Death During Active Service. If the Executive dies prior to a Change in Control 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 seventy percent (70%) of the Final Total Cash Compensation.


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.


Section
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.


Section
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.


Article
4

Beneficiaries


Section
4.1           
Beneficiary. The Executive 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, provided that each such designation is in writing signed by
the Executive and two witnesses. 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.






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Section
4.2           
Beneficiary Designation: Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary
Designation Form (including the signature of two witnesses), 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.


Section
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.


Section
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.


Section
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


Section
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.


Section
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.






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Article
6

Claims And Review Procedures


Section
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.


Section
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:






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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 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:


(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 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


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


Article
7

Amendments and Termination


Section
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.






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Section
7.2           
Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company,
the Bank and the Executive, in which case the Executive shall receive the Early Termination Benefit, determined 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 (and permissible under Section 409A of the Code and the regulations thereunder).


Section
7.3           
Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if this Agreement
terminates 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 of the Agreement and further provided that all the Company’s
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 such terminations;


(b)              
Upon the Company’s and 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’s and the Bank’s termination of this and all other arrangements that would be aggregated with
this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar
Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial
health of the Company and the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no
later than twenty-four (24) months following such termination, and (iii) the Company and the Bank do not adopt any new arrangement
that would be a Similar Arrangement for a minimum of three (3) years following the date the Company and the Bank take all necessary
action to irrevocably terminate and liquidate the Agreement;


the Company
and the Bank may distribute the present value (determined as of the date of distribution, based on the Applicable PBGC Rate) of
the Early Termination Benefit (determined as of the date of the termination of the Agreement) to the Executive in a lump sum on
the first date permitted by Treasury Regulations Section 1.409A-3(j)(4)(ix).






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Article
8

Administration of Agreement


Section
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.


Section
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.


Section
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.


Section
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.


Section
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 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.


Section
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


Section
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.






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Section
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.


Section
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.


Section
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.


Section
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.


Section
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.


Section
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.


Section
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.


Section
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.






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Section
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.


Section
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.


Section
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.


Section
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.


Section
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 constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature
page shall be binding upon any party so confirming


Section
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.


Section
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.






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Section
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, 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. The parties expressly acknowledge and agree that the statute of limitations
set forth in Chapter 95 of the Florida Statutes shall apply to any action, arbitration or proceeding brought to enforce the terms
or conditions of this Agreement.


Section
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.


Section
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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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/
    Rudy Schupp                                           	By:/s/
    John Marino                       
	Rudy
    Schupp	Title:President                               
	 	 
	 	BANK:
	 	1st
    UNITED BANK
	 	 
	 	By:/s/
    John Marino                       
	 	Title:Chief
    Operating Officer and Chief Financial Officer
	 	 


 



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