POINTE FINANCIAL CORP
UMBERGER EMPLOYMENT PROTECTION
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>umberger_empproagmt.txt
<DESCRIPTION>UMBERGER EMPLOYMENT PROTECTION
<TEXT>
                                                                    Exhibit 10.6

                         EMPLOYMENT PROTECTION AGREEMENT

         This EMPLOYMENT PROTECTION AGREEMENT (the "Agreement"), made as of this
23RD DAY OF JULY, 2004, by and among Pointe Bank, a Florida chartered commercial
bank having its principal place of business in Boca Raton, Florida (the "Bank"),
Pointe Financial Corporation, a Florida corporation owning all of the issued and
outstanding shares of capital stock of the Bank (the "Corporation") (the Bank
and the Corporation, collectively, the "Employers"), and CHARLES D. UMBERGER, an
individual residing in CORAL GABLES, Florida (the "Employee").

         WHEREAS, Employee is currently serving as the SENIOR VICE
PRESIDENT-BUSINESS BANKING of the Bank and the SENIOR VICE PRESIDENT-BUSINESS
BANKING of the Corporation; and

         WHEREAS, Employee has made and is expected to continue to make a
significant contribution to the management, profitability, and growth of the
Bank, and consequently, of the Corporation; and

         WHEREAS, Employee possesses an intimate knowledge of the Bank's
business and affairs, including its policies, plans, methods, personnel and
problems; and

         WHEREAS, the Boards of Directors of the Employers (the "Boards")
believe that it is in the best interests of the Employers and the shareholders
of the Corporation to encourage the Employee's continued employment with and
dedication to the Employers in the face of potentially distracting circumstances
arising from the possibility of a change of control of the Employers, although
no such change is now contemplated; and

         WHEREAS, the Boards have approved and authorized the entry into this
Agreement with the Employee; and

         WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions for the payment of special compensation to the Employee
in the event of a termination of the Employee's employment in connection with or
as the result of a change of control of the Employers;

         NOW, THEREFORE, it is AGREED as follows:

         1. TERM. This Agreement shall be effective immediately upon its
execution. Notwithstanding the foregoing, nothing in this Agreement shall confer
upon Employee a right to be employed by Employers at any time; the Employer
reserves the right to terminate the Employee, subject to Section 2.1, for any
reason or no reason at all.

                                       1
<PAGE>

         2. TERMINATION OF EMPLOYMENT IN CONNECTION WITH A CHANGE OF CONTROL.

                  (a) If during the term of this Agreement there is a "Change of
Control" (as defined below) and the Employee's employment is terminated,
voluntarily by the Employee with "Good Reason" (as defined below) or
involuntarily without "Cause" (as defined below), in either case (1) within two
years after such Change of Control, (2) concurrently with a Change of Control or
(3) before and in connection with an anticipated Change of Control as reasonably
determined by the Boards of Directors of the Employers (including, without
limitation, after the Corporation has entered into an agreement, the
consummation of which will constitute a Change of Control, or engaged in
substantive negotiations with respect to an anticipated Change of Control) then,
subject to Sections 2(e), (f), and (g) below, the following shall apply:

                           (i) Concurrently with such termination of employment,
the Employers shall pay to the Employee a lump sum cash payment equal to the sum
of:

                                    (A) 2 multiplied by the Employee's annual
base salary from the Employers in effect immediately before the Change of
Control; and

                                    (B) 2 multiplied by the greater of (1) the
average award paid or payable to the Employee under the Annual Incentive Plan
with respect to the previous three full fiscal years; or (2) the Employee's
target award under the Annual Incentive Plan for the current fiscal year; and

                                    (C) 2 multiplied by the greater of (1) the
average award paid or payable to the Employee under the Long Term Incentive Plan
and/or the Shareholder Value Plan with respect to the previous three full fiscal
years; or (2) 200 percent of the Employee's target award under the most recent
plan implemented by the Boards of Directors of the Employers under the Long Term
Incentive Plan.

                           (ii) For 24 months after such termination, the
Employers, to the extent permissible under the benefit plans in effect at the
time, shall continue in effect all medical, prescription, dental and life
insurance plans for the benefit of the Employee and, if applicable, the
Employee's family, which would have been provided to them if the Employee's
employment had not been terminated, on substantially the same terms available to
the Employee prior to the termination; provided, however, that in the event that
Employee's participation in any such plan, program, or arrangement is
prohibited, the Employers shall use commercially reasonable efforts to provide
Employee with benefits substantially similar to those which he would have been
entitled to receive if he had remained a participant for such 24 month period;
provided further that if the Employee becomes reemployed with another employer
and is eligible to receive medical, prescription or dental benefits under such
new employer's plan, such Employee shall be required to participate in such new


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employer's plan and Employee's rights to receive medical, prescription and
dental benefits under this Agreement shall be secondary to those available under
such other plan during such applicable period of participation; and

                           (iii) The Employers shall pay for the reasonable cost
of professional career counseling assistance for the Employee incurred within
one year of termination in an amount not to exceed $25,000.00; and

                           (iv) For any benefit under the Pointe Financial
Corporation Annual Incentive Plan, the Pointe Financial Corporation Long Term
Incentive Plan, the Pointe Financial Corporation Shareholder Value Plan, the
Pointe Financial Corporation Savings Plan and Trust or the Pointe Financial
Corporation 1998 Incentive Compensation and Stock Award Plan, in which the
Employee was entitled to participate, to the extent permissible under such plan
and applicable law, any benefit not previously paid shall be paid in a lump sum,
any benefit not previously vested shall become fully vested, any benefit not
previously exercisable shall become fully exercisable, and any benefit subject
to restrictions or risk of forfeiture shall be free of all such restrictions and
fully vested in Employee.

In consideration for the payments under this Section 2(a), Employee shall
execute a Separation Agreement and General Release, in the form attached hereto
as "Exhibit A," acknowledging that payments under this Section 2(a) shall be in
lieu of any amount that may be otherwise owed to the Employee as damages for the
loss of employment and releasing Employers, their affiliates and related parties
from all claims, rights and liabilities of every kind, whether or not known now
to exist, which Employee ever had or may have arising out of Employee's
employment with the Employers or termination of that employment. Payments under
this Section 2(a) shall not be reduced by any compensation which the Employee
may receive from other employment with another employer after termination of the
Employee's employment with the Employers. No payment hereunder shall affect the
Employee's entitlement to any vested retirement benefits.

                  (b) For purposes of this Agreement, "Good Reason" shall mean
(i) a material reduction in the Employee's authority, duties, responsibilities;
(ii) a reduction in the Employee's base salary or a material reduction in the
aggregate value of all other compensation benefits combined to which the
Employee is entitled to receive pursuant to the Pointe Financial Corporation
Compensation Handbook; or (iii) any requirement by the Employers without the
written consent of the Employee that the Employee relocate to a place more than
60 miles from CORAL GABLES, Florida to perform his or her duties. Employee shall
provide the Bank with thirty (30) calendar days' written notice of resignation
and such notice shall set forth the reasons why the Employee believes that Good
Reason exists. The Bank shall either accept or reject the Employee's proffered
reason by the end of the 30-day notice period, but if the Bank fails to either
accept or reject the Employee's proffered reason, the Employee shall be


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conclusively deemed to have voluntarily resigned with Good Reason. If the Bank
rejects the Employee's proffered reason, the Bank shall provide the Employee
with a written statement of the reasons for such rejection and the Bank shall
have the burden of proving that such rejection of the Employee's statement was
proper. If the Bank accepts the Employee's proffered reason, the Bank may either
(i) accept the Employee's resignation and acknowledge its responsibilities under
this Agreement or (ii) cure the reason designated by Employee by the end of the
30-day notice period. The Employee has fifteen (15) calendar days to either
accept or reject any cure by the Bank; provided, however, that if the Employee
rejects such cure, the Employee agrees to negotiate in good faith with the Bank
to find a mutually acceptable cure within thirty (30) calendar days of the
Employee's rejection. If the Employee has not accepted a cure proposed by the
Bank by the end of negotiations, the Employee shall have the burden of proving
that the Bank's proposals were insufficient to cure the Employee's Good Reason
for voluntarily terminating employment.

                  (c) For purposes of this Agreement, "Cause" shall mean the
Employee's (1) personal dishonesty, incompetence, willful misconduct; (2) breach
of fiduciary duty involving personal profit, intentional failure to perform
material stated duties; (3) willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses); (4) being a specific
subject of a final cease and desist order from, written agreement with, or other
order or supervisory direction from, any federal or state banking or securities
regulatory authority; or (5) conduct tending to bring the Employers or any of
its subsidiaries into substantial public disgrace or disrepute. In determining
incompetence, the acts or omissions shall be measured against standards
generally prevailing in the financial institutions industry; provided, it shall
be the burden of the Employers to prove the alleged acts and omissions and the
prevailing nature of the standards the Employers shall have alleged are violated
by such acts or omissions.

                  (d) For purposes of this Agreement, a "Change of Control"
shall mean:

                           (1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 40% or more of either (i) the then outstanding shares of common
stock of the Corporation (the "Outstanding Company Common Stock"), or (ii) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (1), the following acquisitions shall not constitute a Change
of Control: (i) any acquisition directly from the Corporation, (ii) any
acquisition by the Corporation, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation, the Bank or
any other corporation controlled by the Corporation, or (iv) any acquisition by


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any corporation pursuant to a transaction that complies with clauses (i), (ii)
and (iii) of subsection (3) of this Section 2(d); or

                           (2) Individuals who, as of the date of hereof,
constitute the Board of Directors of the Corporation (the "Incumbent Board")
cease for any reason to constitute at least a majority of such Board of
Directors (the "Corporation Board"); provided, however, that any individual
becoming a director subsequent to the date of hereof whose election, or
nomination for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board; provided, further, that any such individual who becomes a Director of the
Corporation as a result of an actual or threatened contested election with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Corporation Board shall not be considered as though such individual were a
member of the Incumbent Board; or

                           (3) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Corporation, the Bank, such corporation resulting from
such Business Combination or a corporation controlled by any of them)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

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<PAGE>

                           (4) Approval by the shareholders of the Corporation
of a complete liquidation or dissolution of the Corporation without the
establishment of a successor corporation.

                  (e) (1) Notwithstanding any other provision of this Agreement
or of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Employee and the Employers, except an agreement, contract,
or understanding hereafter entered into that expressly modifies or excludes
application of this Section 2(e) (the "Other Agreements"), and notwithstanding
any formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Employee (including groups or classes of
participants or beneficiaries of which the Employee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Employee (a "Benefit Plan"), the Employee shall not have any right to
receive any payment or other benefit under this Agreement, any Other Agreement,
or any Benefit Plan if such payment or benefit, taking into account all other
payments or benefits to or for the Employee under this Agreement, all Other
Agreements, and all Benefit Plans, would cause any payment to the Employee under
this Agreement to be considered a "parachute payment" within the meaning of
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")
(a "Parachute Payment"). In the event that the receipt of any such payment or
benefit under this Agreement, any Other Agreement, or any Benefit Plan would
cause the Employee to be considered to have received a Parachute Payment under
this Agreement, then the Employee shall have the right, in the Employee's sole
discretion, to designate those payments or benefits under this Agreement, any
Other Agreements, and/or any Benefit Plans, which should be reduced or
eliminated so as to avoid having the payment to the Employee under this
Agreement be deemed to be a Parachute Payment.

                           (2) All determinations required to be made under this
Section 2(e), including whether and when the payments and benefits referred to
in Section 2(e)(1) shall be reduced, shall be made by the certified public
accounting firm engaged by the Employers for such purpose or such other
certified public accounting firm as may be designated by the Employee and shall
be reasonably acceptable to the Employers (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Employers and the Employee
within 15 business days of the receipt of notice from the Employee that such a
determination is required, or such earlier time as is requested by the
Employers. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting a change in the ownership
or effective control (as defined for purposes of Section 280G of the Code of the
Employers, the Employee shall appoint another nationally recognized accounting
firm which is reasonably acceptable to the Employers to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Employers. Any determination by the Accounting Firm shall
be binding upon the Employers and the Employee. As a result of the uncertainty


                                       6
<PAGE>

in the application of Section 280G of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that additional
adjustments may be required. The Employee shall promptly repay to the Employers
any amount that is later determined to constitute a Parachute Payment, with
interest at 120% of the applicable federal rate, as defined for purposes of
Section 280G of the Code and all such amounts shall be treated as loans from the
Employers to the Employee.

                  (f) Notwithstanding any other provision in this Agreement,
this Agreement shall terminate upon Employee's death (1) prior to a Change in
Control or (2) Employee's death after a Change in Control but prior to (i)
Employee's voluntary termination of employment for Good Reason or (ii)
Employee's termination of employment by Employer without Cause.

                  (g) Notwithstanding any other provision in this Agreement, (i)
the Employers may terminate or suspend this Agreement and the employment of the
Employee, as if such termination were for Cause, to the extent required by the
applicable laws of the State of Florida related to banking, by applicable
federal law, including without limitation, the Federal Deposit Insurance Act and
the Bank Holding Company Act of 1956, as amended, or by regulations or orders
issued by the Florida Office of Financial Regulation, the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance Corporation or other
state or federal banking regulatory agency having jurisdiction over the
Corporation or the Bank and (ii) no payment shall be required to be made to or
for the benefit of the Employee under this Agreement to the extent such payment
is prohibited by applicable law, regulation or order issued by a banking agency
or a court of competent jurisdiction; provided, that it shall be the Employers'
burden to prove that any such action was so required.

         3. CONFIDENTIALITY. The Employee shall not, without the prior written
consent of the Employers, disclose or use in any way, either during the
Employee's employment or thereafter, except as required in the course of his
employment by Employers, any confidential business or technical information or
trade secret acquired in the course of the Employee's employment by the
Employers. The Employee acknowledges and agrees that it would be difficult to
fully compensate the Employers for damages resulting from the breach or
threatened breach of the foregoing provision and, accordingly, that the
Employers shall be entitled to temporary preliminary injunctions and permanent
injunctions to enforce such provision. This provision with respect to injunctive
relief shall not, however, diminish the Employers' right to claim and recover
damages. The Employee covenants to use his best efforts to prevent the
publication or disclosure of any trade secret or any confidential information
concerning the business or finances of Employers or Employers' affiliates, or
any of their dealings, transactions or affairs which may come to the Employee's
knowledge in the pursuance of his duties or employment.

                                       7
<PAGE>

         4. NO ASSIGNMENTS. This Agreement is personal to each of the parties
hereto. No party may assign or delegate any rights or obligations hereunder
without first obtaining the written consent of the other party hereto. However,
in the event of the death of the Employee, all rights to receive payments
hereunder shall become rights of the Employee's estate. Subject to the
provisions hereof restricting assignment, this Agreement shall be binding upon
the parties hereto and shall inure to the benefit of the parties and their
respective heirs, devisees, executors, administrators, legal representatives,
successors and assigns.

         5. AMENDMENTS OR ADDITIONS; ACTION BY BOARD OF DIRECTORS. No amendments
or additions to this Agreement shall be binding unless in writing and signed by
both parties hereto. The prior approval by a majority affirmative vote of the
full Boards shall be required in order for the Employers to authorize any
amendments or additions to this Agreement.

         6. SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.

         7. GOVERNING LAW. This Agreement shall be governed by the laws of the
United States to the extent applicable, and otherwise by the laws of the State
of Florida applicable to contracts entered into and performed wholly within its
borders. Any action arising out of or relating to this Agreement may, at the
election of the Employers, be brought and prosecuted only in that State, and in
the event of such election, Employee consents to the jurisdiction and venue of
any courts of or in such jurisdiction.

         8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties respecting the employment of the Employee, there being no
representations, warranties or commitments except as set forth herein.

         9. WITHHOLDING TAXES. The Bank may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.

         10. NOTICES. All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party to any
other party pursuant to this Agreement shall be in writing and shall be hand
delivered, sent by overnight courier or mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

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                  (i) If to the Employers:

                           Pointe Financial Corporation
                           21845 Powerline Road
                           Boca Raton, FL 33433
                           Attn:  Chief Executive Officer

                  with a copy (which shall not constitute notice) to:

                           Stuart G. Stein
                           Hogan & Hartson L.L.P.
                           555 13th Street, N.W.
                           Washington, DC  20004-1109
                           Fax:  202/637-5910

                  (ii) If to the Employee:

                           CHARLES D. UMBERGER
                           1220 SAN REMO AVENUE
                           CORAL GABLES, FLORIDA 33146

                           Each party may designate by notice in writing a new
address to which any notice, demand, request or communication may thereafter be
so given, served or sent. Each notice, demand, request, or communication which
shall be hand delivered, sent, or mailed in the manner described above, shall be
deemed sufficiently given, served, sent, received or delivered for all purposes
at such time as it is delivered to the addressee (with the return receipt or the
delivery receipt), or at such time as delivery is refused by the addressee upon
presentation.

         11. SEVERABILITY. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.

         12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.

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<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement, or have caused this Agreement to be duly executed and delivered
on their behalf, as of the date written above.


POINTE BANK




By: /s/ R. Carl Palmer, Jr.                 Attest: /s/ Jean Murphy-Engler
   ---------------------------------               -----------------------------
   R. Carl Palmer, Jr., President                  Jean Murphy-Engler, Secretary



POINTE FINANCIAL CORPORATION



By: /s/ R. Carl Palmer, Jr.                 Attest: /s/ Jean Murphy-Engler
   ---------------------------------               -----------------------------
   R. Carl Palmer, Jr., President                  Jean Murphy-Engler, Secretary



EMPLOYEE


/s/ CHARLES D. UMBERGER
------------------------------------
CHARLES D. UMBERGER

                                       10
<PAGE>

                                    EXHIBIT A


                    SEPARATION AGREEMENT AND GENERAL RELEASE

                  AGREEMENT made as of [_____], 20[_____] by and between CHARLES
D. UMBERGER ("Employee," "You" or "Your") and Pointe Bank and Pointe Financial
Corporation (the "Employers," "We" or "Our").

                  In consideration of the promises and conditions set forth
below, and intending to be legally bound, you and the Employers agree as
follows:

         1. Termination of Employment: You acknowledge that your employment with
the Employers is terminated effective on [_____], 20[_____] and that such
termination is in connection with a Change of Control, as such term is defined
in the Employment Protection Agreement effective [_____], 20[_____].

         2. Change of Control Benefits: If you sign this Agreement and comply
with its terms, we will provide you with the following benefits pursuant to your
Employment Protection Agreement:

                  a. a lump sum cash payment of $[_____] equal to the sum of:

                           i. 2 multiplied by your annual base salary in effect
immediately before the Change of Control; and

                           ii. 2 multiplied by [your average award under the
Annual Incentive Plan for the previous three full fiscal years][your target
award under the Annual Incentive Plan for the current fiscal year]; and

                           iii. 2 multiplied by [your average award under the
[Long Term Incentive Plan] [Shareholder Value Plan] for the previous three full
fiscal years][200 percent of your target award under the most recent plan
implemented by the Boards of Directors of the Employers under the [Long Term
Incentive Plan]] [; and

[To be used if any pro-rata payouts under the incentive plans have not already
been paid]

                           iv. the pro-rata award to which you are entitled to
receive pursuant to the terms of the Annual Incentive Plan, the Long Term
Incentive Plan, and the Shareholder Value Plan for the fiscal year in which the
Change of Control occurred for services rendered and results achieved prior to
such Change of Control;]

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<PAGE>

less tax withholding and other deductions required by law, in accordance with
the Employers' regular payroll practices

                  b. payment of the premiums necessary for the continuation of
your current medical, prescription, dental and life insurance plans or
substantially similar benefits to those received while employed by us for 24
months after termination of employment, except that if you become reemployed by
another employer and are eligible to receive such benefits from your new
employer, these benefits will be secondary to those provided by your new
employer; and

                  c. payment for the reasonable cost of professional career
counseling assistance incurred within one year of termination in an amount not
to exceed $25,000.00; and

                  d. payment of any benefits you are entitled to under the
Pointe Financial Corporation Savings Plan and Trust or the Pointe Financial
Corporation 1998 Incentive Compensation and Stock Award Plan, to the extent
permissible under such plan, benefits carrying a right to exercise will become
fully exercisable and vested, and any applicable restrictions or forfeiture
conditions on such benefits will lapse and the awards will be deemed fully
vested and any performance conditions fulfilled.

The Change of Control Benefits will not become due until on or after Effective
Date (as defined in Paragraph 5, below).

         3. Waiver and Release:

                  a. In exchange for the Change of Control Benefits promised to
you in the Employment Protection Agreement, and as a material inducement for
that promise, you hereby WAIVE, RELEASE and FOREVER DISCHARGE the Employers
and/or related persons from any and all claims, rights and liabilities of every
kind, whether or not you now know them to exist, which you ever had or may have
arising out of your employment with the Employers or termination of that
employment. This WAIVER and RELEASE includes, but is not limited to, any claim
for unlawful discrimination under the Age Discrimination in Employment Act of
1967, as amended ("ADEA"), Title VII of the Civil Rights Act of 1964, as
amended, the Americans with Disabilities Act of 1990, 42 U.S.C. ss. 1981, the
Worker Adjustment and Retraining Notification Act ("WARN"), and the Family and
Medical Leave Act of 1993, and any violation of any other federal, state or
local constitution, statute, rule, regulation or ordinance, or for breach of
contract, wrongful discharge, tort or other civil wrong. To the fullest extent
permitted by law, you PROMISE NOT TO SUE or bring any charges, complaints or
lawsuits related to the claims you are waiving by this Agreement against the
Employers and/or related persons in the future, individually or as a member of a
class, and you will immediately withdraw with prejudice any such charges,


                                       12
<PAGE>

complaints and lawsuits that you began before signing this Agreement. NOTHING IN
THIS AGREEMENT SHALL LIMIT OR RESTRICT YOUR RIGHT UNDER THE ADEA TO CHALLENGE
THE VALIDITY OF THIS AGREEMENT IN A COURT OF LAW.

                  b. If you violate this Agreement by bringing or maintaining
any charges, claims, grievances, or lawsuits contrary to this Paragraph, you
will pay all costs and expenses of the Employers and/or related persons in
defending against such charges, claims or actions brought by you or on your
behalf, including reasonable attorney's fees, and will be required to give back,
at the Employers' sole discretion, the value of anything paid by the Employers
in exchange for this Agreement. THIS PARAGRAPH 3(B), HOWEVER, WILL NOT APPLY TO
ANY CLAIM YOU MAY BRING TO ENFORCE YOUR RIGHTS UNDER THE ADEA.

                  c. As referred to in this Agreement, "the Employers and/or
related persons" includes the Employers, its parents, subsidiaries, affiliates
and divisions, their respective successors and assigns, and all of their past
and present directors, officers, representatives, shareholders, agents,
employees, whether as individuals or in their official capacity, and the
respective heirs and personal representatives of any of them.

                  d. This WAIVER, RELEASE and PROMISE NOT TO SUE is binding on
you, your heirs, legal representatives and assigns. IT DOES NOT APPLY TO ANY
CLAIM THAT MAY ARISE UNDER THE ADEA AFTER THE DATE THAT YOU SIGN THIS AGREEMENT.

         4. Employee Review Period: You have a period of up to 21 calendar days
to review and consider this Agreement. YOU ARE ADVISED TO CONSULT WITH AN
ATTORNEY BEFORE YOU SIGN THIS AGREEMENT.

         5. Revocation; Effective Date: You have the right to revoke this
Agreement within 7 calendar days of signing it. Your notice of revocation must
be in writing and addressed and delivered to the attention of Chief Executive
Officer, Pointe Financial Corporation, 21845 Powerline Road, Boca Raton, FL
33433 by hand-delivery or by certified mail, return receipt requested, on or
before the end of the 7-day period. This Agreement will not be effective or
enforceable against the Employers until 10 calendar days after it has received
your signed copy of this Agreement. That will be the "Effective Date" of this
Agreement. If you revoke this Agreement, it will not become effective, and you
will not receive the special severance benefits.

         6. Return of Information and Assets: You warrants and represents that
you returned all Employers' assets in your possession or under your direction or
control to the Employers and the originals and all copies of all files,
materials, documents or other property relating to the business of the Employers
on or before [_____], 20[_____].

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<PAGE>

         7. Confidentiality; Non-disparagement: You shall keep the terms of this
Agreement confidential. You agree not at any time to talk about, write about,
discuss or otherwise publicize the terms or existence of this Agreement to
anyone other than your legal, tax or other financial advisors or immediate
family members, except in response to a subpoena, court directive or otherwise
as required by law. You will not disparage, denigrate or defame the Employers
and/or related persons, or any of their products or services. Because of the
difficulties in determining damages to the Employers in the event you breach the
terms of this Paragraph, you will pay the Employers $[_____] if you fail to
comply.

         8. No Other Assurances: You acknowledge that in deciding to sign this
Agreement you have not relied on any promises, statements, representations or
commitments, whether spoken or in writing, made to you by any representative of
the Employers, except for what is expressly stated in this Agreement. This
Agreement constitutes the entire understanding and agreement between you and the
Employers, and replaces and cancels all previous agreements and commitments,
whether spoken or written, in connection with the matters described.

         9. Governing Law; Jurisdiction: This Agreement shall be governed by and
enforced in accordance with the laws of the State of Florida, without regard to
its conflicts of law principles. Any action arising out of or relating to this
Agreement may, at the election of the Employers, be brought and prosecuted only
in that State, and in the event of such election, you consent to the
jurisdiction and venue of any courts of or in such jurisdiction.

         10. Modification in Writing: No oral agreement, statement, promise,
commitment or representation shall alter or terminate the provisions of this
Agreement. This Agreement cannot be changed or modified except by written
agreement signed by both you and an authorized representative of the Employers.

         11. Severability. If any term, provision, covenant or restriction
contained in this Agreement, or any part thereof, is held by a court of
competent jurisdiction or any foreign, federal, state, county or local
government or any other governmental regulatory or administrative agency or
authority or arbitration panel to be invalid, void, unenforceable or against
public policy for any reason, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect.

         12. No Admission of Liability: This Agreement does not constitute an
admission of any unlawful discriminatory acts or liability of any kind by the
Employers and/or related persons, or anyone acting under their supervision or on
their behalf. This Agreement may not be used or introduced as evidence in any
legal proceeding, except to enforce or challenge its terms.

                                       14
<PAGE>

         13. Employee Acknowledgement: By signing this Agreement, you
acknowledge and adopt the following declaration:

I, CHARLES D. UMBERGER, acknowledge that I have carefully read and considered
this Agreement; that I have been given the opportunity to review this Agreement
with legal or other advisors of my choice; that I understand that by signing
this Agreement I RELEASE legal claims and WAIVE certain rights; and that I
freely and voluntarily consent to all terms of this Agreement with full
understanding of what they mean.


CHARLES D. UMBERGER                 POINTE FINANCIAL CORPORATION



                                    By:
---------------------------            -----------------------------------------
Signature of Employee               Name:
                                    Title:




---------------------------         --------------------------------------------
Date Signed by Employee             Date Signed by Pointe Financial Corporation


                                    POINTE BANK



                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    --------------------------------------------
                                    Date Signed by Pointe Bank


                                       15





</TEXT>
</DOCUMENT>
