Supplemental Executive Retirement Plan Agreement

EXHIBIT 10.7


EXECUTION COPY

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, 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 18, 2008.

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 " 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 1.5 " Code" means the Internal Revenue Code of 1986, as amended.

Section 1.6 " 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 1.7 " 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 1.8 " 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.

Section 1.9 " Effective Date" means June 1, 2006.

Section 1.10 " 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 date hereof.

Section 1.11 " 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.

Section 1.12 " Normal Retirement Age" means the Executive' s sixty-fifth (65th) birthday.

Section 1.13 " Normal Retirement Date" means the later of the Normal Retirement Age or the effective date of Separation from Service.

Section 1.14 " Plan Administrator" means the plan administrator described in Article 8.

Section 1.15 " Plan Year" means each twelve-month period commencing on the Effective Date.

Section 1.16 " 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 1.17 " 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 1.18 " Termination for Cause" means discharge of the Executive for " cause" as defined in the Employment Agreement.

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Section 1.19 " 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.

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, 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.

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 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


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.

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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 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 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 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.

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 Executive' s Final Base Salary 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

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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.

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 bene ...