This Employment Agreement (the "Agreement") is made effective as of March 1, 2004, by and between TIB
Financial Corp. (the "Holding Company"), TIB Bank of the Keys (the "Bank"), and David P. Johnson (the
WHEREAS, the Holding Company and the Bank (collectively the "Company") desire to retain the services of
and employ the Executive, and the Executive desires to provide services to the Company, pursuant to the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained,
the Company and the Executive covenant and agree as follows:
1. Employment. Pursuant to the terms and conditions of this Agreement, the Company agrees to employ the
Executive and the Executive agrees to render services to the Company as set forth herein, all effective as of the
date set forth above. Notwithstanding any other provision in this Agreement, the employment of the Executive in
accordance with the terms of this Agreement shall be subject to the prior approval, as and to the extent required
by law, of the applicable federal banking agencies having jurisdiction over the Holding Company and the Bank.
This Agreement supercedes any prior employment agreement entered into between the Company and the
Executive prior to the date hereof, and any such prior employment agreement is hereby terminated.
2. Position and Duties; Records. During the term of this Agreement, the Executive shall serve as EVP-Chief
Financial Officer of the Holding Company and the Bank, and shall undertake such duties, consistent with such
titles, as may be assigned to him from time to time by the President and Chief Executive Officer and/or Boards of
Directors of the Holding Company and the Bank (collectively referred to as the "Board"), including serving on
Board committees as appointed from time to time by the Board, and assisting in keeping the Company in
compliance with applicable law