AMENDED AND RESTATED 1 ST UNITED BANCORP/1 ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

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

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”), originally adopted May 31, 2006, by and among 1 ^ST UNITED BANCORP, INC. a Florida bank holding company (the “Company”), 1 ^ST UNITED BANK, a Florida commercial bank (the “Bank”), and JOHN MARINO (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 fifty-fifth (55th) 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.

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.

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 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 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 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.

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 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.

Section 4.2       Beneficiary Designation: Change . The Executive 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 Fo