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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities
Exchange Act of 1934

For the Quarterly Period Ended September 30, 2008

Commission File Number 000-50091





BANK OF FLORIDA CORPORATION





A Florida Corporation

IRS Employer
Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act).



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x        
|                           | 
|Non-accelerated filer   ̈   |  | Smaller Reporting Company   ̈

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

The number of shares outstanding of the Registrants common stock, as of October 31, 2008 was 12,779,020 shares of $.01 par value common stock.









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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index



|           |  |                                                                                                                            |  |     
|---------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                            |  | Page
|PART I.    |  | Financial Information                                                                                                      |  |     
|           |  |                                                                                                                           
|Item 1.    |  | Financial Statements (Unaudited)                                                                                           |  |     
|           |  |                                                                                                                           
|           |  | Condensed Consolidated Balance Sheets September 30, 2008 and December 31, 2007                                             |  | 1   
|           |  |                                                                                                                           
|           |  | Condensed Consolidated Statements of Operations - Three and nine-months ended September 30, 2008 and 2007                  |  | 2   
|           |  |                                                                                                                           
|           |  | Condensed Consolidated Statement of Stockholders Equity - Nine-months ended September 30, 2008                            |  | 3   
|           |  |                                                                                                                           
|           |  | Condensed Consolidated Statements of Comprehensive (Loss) Income - Three and nine-months ended September 30, 2008 and 2007 |  | 3   
|           |  |                                                                                                                           
|           |  | Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2008 and 2007                            |  | 4   
|           |  |                                                                                                                           
|           |  | Notes to the Condensed Consolidated Financial Statements                                                                   |  | 5   
|           |  |                                                                                                                           
|           |  | Selected Quarterly Consolidated Financial Data                                                                             |  | 17  
|           |  |                                                                                                                           
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                       |  |     
|           |  |                                                                                                                           
|           |  | Overview                                                                                                                   |  | 18  
|           |  |                                                                                                                           
|           |  | Critical Accounting Policies                                                                                               |  | 18  
|           |  |                                                                                                                           
|           |  | Executive Summary                                                                                                          |  | 19  
|           |  |                                                                                                                           
|           |  | Analysis of Financial Condition                                                                                            |  | 19  
|           |  |                                                                                                                           
|           |  | Analysis of Results of Operations                                                                                          |  | 20  
|           |  |                                                                                                                           
|           |  | Liquidity and Capital Resources                                                                                            |  | 22  
|           |  |                                                                                                                           
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                                 |  | 24  
|           |  |                                                                                                                           
|Item 4.    |  | Controls and Procedures                                                                                                    |  | 27  
|           |  |                                                                                                                           
|PART II.   |  | Other Information                                                                                                          |  |     
|           |  |                                                                                                                           
|Item 1.    |  | Legal Proceedings                                                                                                          |  | 28  
|           |  |                                                                                                                           
|Item 6.    |  | Exhibits                                                                                                                   |  | 28  
|           | 
|Signatures |  | 30                                                                                                                        



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2008 and December 31, 2007

(In Thousands, except share and per share data)



|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                  |  | September 30,2008 |           |   | December 31,2007 |  
|                                                                                                                                                                  |  | (Unaudited)       |           |   |                  |  
|ASSETS                                                                                                                                                            |  |                   |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                           |  | $                 | 18,788    |   |                  | $ | 14,357    |  
|Interest bearing deposits due from other banks                                                                                                                    |  |                   | 1,321     |   |                  |   | 3,031     |  
|Federal funds sold                                                                                                                                                |  |                   | 70,650    |   |                  |   |          |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                                   |  |                   | 90,759    |   |                  |   | 17,388    |  
|Securities held to maturity                                                                                                                                       |  |                   | 3,316     |   |                  |   | 3,314     |  
|Securities available for sale                                                                                                                                     |  |                   | 88,284    |   |                  |   | 34,694    |  
|Loans held for sale                                                                                                                                               |  |                   |          |   |                  |   | 417       |  
|Loans held for investment                                                                                                                                         |  |                   | 1,247,802 |   |                  |   | 1,144,345 |  
|Less: Allowance for loan losses                                                                                                                                   |  |                   | 14,264    |   |                  |   | 14,431    |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|NET LOANS HELD FOR INVESTMENT                                                                                                                                     |  |                   | 1,233,538 |   |                  |   | 1,129,914 |  
|Restricted securities, Federal Home Loan Bank stock, at cost                                                                                                      |  |                   | 7,347     |   |                  |   | 9,117     |  
|Premises and equipment                                                                                                                                            |  |                   | 30,113    |   |                  |   | 29,782    |  
|Accrued interest receivable                                                                                                                                       |  |                   | 5,458     |   |                  |   | 5,564     |  
|Cash surrender value of life insurance                                                                                                                            |  |                   | 3,487     |   |                  |   | 3,383     |  
|Deferred tax asset                                                                                                                                                |  |                   | 3,855     |   |                  |   | 5,607     |  
|Goodwill                                                                                                                                                          |  |                   | 61,960    |   |                  |   | 62,202    |  
|Intangible assets                                                                                                                                                 |  |                   | 3,008     |   |                  |   | 3,395     |  
|Other assets                                                                                                                                                      |  |                   | 13,929    |   |                  |   | 5,711     |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                      |  | $                 | 1,545,054 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|                                                                                                                                                                  |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |  |                   |           |   |                  |   |           |  
|Deposits                                                                                                                                                          |  | $                 | 1,199,705 |   |                  | $ | 937,116   |  
|Federal funds purchased                                                                                                                                           |  |                   |          |   |                  |   | 250       |  
|Subordinated debt                                                                                                                                                 |  |                   | 16,000    |   |                  |   | 16,000    |  
|Other Borrowings                                                                                                                                                  |  |                   | 20,000    |   |                  |   |          |  
|Federal home loan bank advances                                                                                                                                   |  |                   | 108,278   |   |                  |   | 155,090   |  
|Accrued interest payable                                                                                                                                          |  |                   | 1,954     |   |                  |   | 1,761     |  
|Accrued expenses and other liabilities                                                                                                                            |  |                   | 2,431     |   |                  |   | 1,340     |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|TOTAL LIABILITIES                                                                                                                                                 |  |                   | 1,348,368 |   |                  |   | 1,111,557 |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|Stockholders Equity:                                                                                                                                             |  |                   |           |   |                  |   |           |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at September 30, 2008 and
December 31, 2007           |  |                   |          |   |                  |   |          |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at September 30,
2008 and December 31, 2007 |  |                   |          |   |                  |   |          |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,779,020 shares issued and outstanding at September 30, 2008 and
December 31, 2007        |  |                   | 128       |   |                  |   | 128       |  
|Additional paid-in capital                                                                                                                                        |  |                   | 199,792   |   |                  |   | 199,576   |  
|Accumulated deficit                                                                                                                                               |  |                   | (5,016    | ) |                  |   | (1,808    | )
|Accumulated other comprehensive income                                                                                                                            |  |                   | 1,782     |   |                  |   | 1,035     |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                        |  |                   | 196,686   |   |                  |   | 198,931   |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                        |  | $                 | 1,545,054 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                  |  |                   |           |   |                  |   |           |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine-Months Ended September 30, 2008 and 2007

(In Thousands, except share and per share data,
unaudited)



|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|--------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ----------
|                                                    |  | Three-months endedSeptember 30, |            |   | Nine-months endedSeptember 30,
|                                                    |  | 2008                            |            |   | 2007                           |   |            | 2008 |  |   | 2007      
|INTEREST INCOME                                     |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|Interest and fees on loans                          |  | $                               | 19,654     |   |                                | $ | 22,971     |      |  | $ | 59,481     |   |  | $ | 59,394    
|Interest on securities and other                    |  |                                 | 1,302      |   |                                |   | 687        |      |  |   | 3,355      |   |  |   | 1,977     
|Interest on federal funds sold                      |  |                                 | 24         |   |                                |   | 69         |      |  |   | 63         |   |  |   | 339       
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|TOTAL INTEREST INCOME                               |  |                                 | 20,980     |   |                                |   | 23,727     |      |  |   | 62,899     |   |  |   | 61,710    
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|INTEREST EXPENSE                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|Interest on deposits                                |  |                                 | 8,360      |   |                                |   | 9,623      |      |  |   | 24,491     |   |  |   | 24,979    
|Interest on subordinated debt                       |  |                                 | 170        |   |                                |   | 1,185      |      |  |   | 665        |   |  |   | 1,669     
|Interest on Federal Home Loan Bank advances         |  |                                 | 1,529      |   |                                |   | 965        |      |  |   | 4,741      |   |  |   | 2,842     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|TOTAL INTEREST EXPENSE                              |  |                                 | 10,059     |   |                                |   | 11,773     |      |  |   | 29,897     |   |  |   | 29,490    
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NET INTEREST INCOME                                 |  |                                 | 10,921     |   |                                |   | 11,954     |      |  |   | 33,002     |   |  |   | 32,220    
|PROVISION FOR LOAN LOSSES                           |  |                                 | 6,190      |   |                                |   | 336        |      |  |   | 8,463      |   |  |   | 1,536     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                                 | 4,731      |   |                                |   | 11,618     |      |  |   | 24,539     |   |  |   | 30,684    
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NONINTEREST INCOME                                  |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|Service charges and fees                            |  |                                 | 464        |   |                                |   | 475        |      |  |   | 1,449      |   |  |   | 1,467     
|Trust fees                                          |  |                                 | 679        |   |                                |   | 790        |      |  |   | 2,098      |   |  |   | 2,228     
|Gain (Loss) on sale of assets, net                  |  |                                 | 19         |   |                                |   | (2         | )    |  |   | (40        | ) |  |   | 128       
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|TOTAL NONINTEREST INCOME                            |  |                                 | 1,162      |   |                                |   | 1,263      |      |  |   | 3,507      |   |  |   | 3,823     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NONINTEREST EXPENSES                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|Salaries and employee benefits                      |  |                                 | 5,533      |   |                                |   | 5,401      |      |  |   | 16,354     |   |  |   | 15,425    
|Occupancy                                           |  |                                 | 1,780      |   |                                |   | 1,522      |      |  |   | 5,207      |   |  |   | 4,046     
|Equipment rental, depreciation and maintenance      |  |                                 | 813        |   |                                |   | 643        |      |  |   | 2,480      |   |  |   | 1,612     
|Data processing                                     |  |                                 | 567        |   |                                |   | 689        |      |  |   | 1,719      |   |  |   | 1,907     
|Stationary, postage and office supplies             |  |                                 | 202        |   |                                |   | 274        |      |  |   | 658        |   |  |   | 648       
|Professional fees                                   |  |                                 | 417        |   |                                |   | 280        |      |  |   | 1,402      |   |  |   | 1,043     
|Advertising, marketing and public relations         |  |                                 | 169        |   |                                |   | 206        |      |  |   | 480        |   |  |   | 596       
|Other                                               |  |                                 | 1,907      |   |                                |   | 1,205      |      |  |   | 4,808      |   |  |   | 3,043     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|TOTAL NONINTEREST EXPENSES                          |  |                                 | 11,388     |   |                                |   | 10,220     |      |  |   | 33,108     |   |  |   | 28,320    
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|(LOSS) INCOME BEFORE INCOME TAXES (BENEFIT)         |  |                                 | (5,495     | ) |                                |   | 2,661      |      |  |   | (5,062     | ) |  |   | 6,187     
|Income taxes (benefit)                              |  |                                 | (2,050     | ) |                                |   | 1,054      |      |  |   | (1,854     | ) |  |   | 2,475     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NET (LOSS) INCOME                                   |  | $                               | (3,445     | ) |                                | $ | 1,607      |      |  | $ | (3,208     | ) |  | $ | 3,712     
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NET (LOSS) INCOME PER SHARE: BASIC                  |  | $                               | (0.27      | ) |                                | $ | 0.13       |      |  | $ | (0.25      | ) |  | $ | 0.32      
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|NET (LOSS) INCOME PER SHARE: DILUTED                |  | $                               | (0.27      | ) |                                | $ | 0.12       |      |  | $ | (0.25      | ) |  | $ | 0.32      
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|WEIGHTED-AVERAGE SHARES OUTSTANDING: BASIC          |  |                                 | 12,779,020 |   |                                |   | 12,765,269 |      |  |   | 12,779,020 |   |  |   | 11,427,997
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|WEIGHTED-AVERAGE SHARES OUTSTANDING: DILUTED        |  |                                 | 12,779,020 |   |                                |   | 12,874,038 |      |  |   | 12,779,020 |   |  |   | 11,590,101
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           
|DIVIDENDS PER SHARE                                 |  | $                               |           |   |                                | $ |           |      |  | $ |           |   |  | $ |          
|                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |           

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

Nine-Months Ended September 30, 2008 (unaudited)

(In Thousands, except share and per share data)



|                                                                   |  |              |  |                          |     |                    |   |         |                                      |   |        |   |  |   |       |  |   |         |  
|------------------------------------------------------------------ |  | ------------ |  | ------------------------ | --- | ------------------ | - | ------- | ------------------------------------ | - | ------ | - |  | - | ----- |  | - | ------- | -
|                                                                   |  | Common Stock |  | AdditionalPaid-InCapital |     | AccumulatedDeficit |   |         | Accumulated OtherComprehensiveIncome |   | Total  |  
|                                                                   |  | SharesIssued |  | Amount                   |     |                    |   |        
|Balance as of December 31, 2007                                    |  | 12,779,020   |  | $                        | 128 |                    | $ | 199,576 |                                      | $ | (1,808 | ) |  | $ | 1,035 |  | $ | 198,931 |  
|Net loss                                                           |  |             |  |                          |    |                    |   |        |                                      |   | (3,208 | ) |  |   |      |  |   | (3,208  | )
|Paid-in-capital from stock compensation expense                    |  |             |  |                          |    |                    |   | 216     |                                      |   |       |   |  |   |      |  |   | 216     |  
|Changes in fair value of interest-rate swap, net of tax            |  |             |  |                          |    |                    |   |        |                                      |   |       |   |  |   | 453   |  |   | 453     |  
|Changes in fair value on available for sale securities, net of tax |  |             |  |                          |    |                    |   |        |                                      |   |       |   |  |   | 294   |  |   | 294     |  
|                                                                   |  |              |  |                          |     |                    |   |         |                                      |   |        |   |  |   |       |  |   |         |  
|Balance, September 30, 2008                                        |  | 12,779,020   |  | $                        | 128 |                    | $ | 199,792 |                                      | $ | (5,016 | ) |  | $ | 1,782 |  | $ | 196,686 |  
|                                                                   |  |              |  |                          |     |                    |   |         |                                      |   |        |   |  |   |       |  |   |         |  

See accompanying notes to condensed consolidated financial statements.

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Thousands) (unaudited)



|                                                                                                                                         |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | ---- | - | ----- |  | - | ------ | - |  | - | ----- | -
|                                                                                                                                         |  | Three-months endedSeptember 30, |        | Nine-months endedSeptember 30, |     
|                                                                                                                                         |  | 2008                            |        |                                | 2007 |   | 2008  |  |   | 2007   |  
|Net (loss) income                                                                                                                        |  | $                               | (3,445 | )                              |      | $ | 1,607 |  | $ | (3,208 | ) |  | $ | 3,712 |  
|Other comprehensive income (loss) :                                                                                                      |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  
|Unrealized gains (losses) on available for sale securities:                                                                              |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  
|Unrealized holding gains (losses) arising during the period, net of income taxes (benefit) of $1,319, $308, $183 and ($67),
respectively |  |                                 | 2,113  |                                |      |   | 514   |  |   | 294    |   |  |   | (112  | )
|Unrealized gains on interest rate swap:                                                                                                  |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  
|Unrealized holding gains arising during the period, net of income taxes of $275, $0, $283, and $0, respectively                          |  |                                 | 440    |                                |      |   |      |  |   | 453    |   |  |   |      |  
|                                                                                                                                         |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  
|Comprehensive (loss) income                                                                                                              |  | $                               | (892   | )                              |      | $ | 2,121 |  | $ | (2,461 | ) |  | $ | 3,600 |  
|                                                                                                                                         |  |                                 |        |                                |      |   |       |  |   |        |   |  |   |       |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine-Months Ended September 30, 2008 and 2007

(In Thousands)



|                                                                                                   |  |                                 |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                   |  | (unaudited)                     |         
|                                                                                                   |  | Nine-Months Ended September 30, |         
|                                                                                                   |  | 2008                            |          |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                               |  |                                 |          |   |      |   |          |  
|Net (loss) income                                                                                  |  | $                               | (3,208   | ) |      | $ | 3,712    |  
|Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |  |                                 |          |   |      |   |          |  
|Depreciation and amortization                                                                      |  |                                 | 2,325    |   |      |   | 1,467    |  
|Provision for loan losses                                                                          |  |                                 | 8,463    |   |      |   | 1,536    |  
|Accretion of deferred loan fees and costs, net                                                     |  |                                 | (945     | ) |      |   | (956     | )
|Amortization of premiums and discounts on investments, net                                         |  |                                 | (81      | ) |      |   | (84      | )
|Loss (gain) on sale of assets, net                                                                 |  |                                 | 40       |   |      |   | (128     | )
|Proceeds from sale of loans held for sale                                                          |  |                                 | 62,510   |   |      |   | 47,819   |  
|Originations of loans held for sale                                                                |  |                                 | (44,268  | ) |      |   | (61,160  | )
|Amortization of intangible assets                                                                  |  |                                 | 387      |   |      |   | 369      |  
|Decrease (Increase) in accrued interest receivable                                                 |  |                                 | 105      |   |      |   | (603     | )
|Deferred income taxes                                                                              |  |                                 | 1,302    |   |      |   | 144      |  
|Increase in cash surrender value of bank-owned life insurance                                      |  |                                 | (104     | ) |      |   | (98      | )
|Increase in other assets                                                                           |  |                                 | (4,695   | ) |      |   | (8,577   | )
|Stock compensation expense                                                                         |  |                                 | 216      |   |      |   | 269      |  
|Increase in accrued interest payable                                                               |  |                                 | 193      |   |      |   | 305      |  
|Increase (Decrease) in accrued expenses and other liabilities                                      |  |                                 | 1,061    |   |      |   | (3,911   | )
|                                                                                                   |  |                                 |          |   |      |   |          |  
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                                |  |                                 | 23,301   |   |      |   | (19,896  | )
|                                                                                                   |  |                                 |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                               |  |                                 |          |   |      |   |          |  
|Net increase in loans held for investment                                                          |  |                                 | (133,000 | ) |      |   | (139,391 | )
|Purchase of securities available for sale                                                          |  |                                 | (67,822  | ) |      |   | (163     | )
|Sale (Purchase) of FHLB stock                                                                      |  |                                 | 1,770    |   |      |   | (3,656   | )
|Proceeds from maturing securities and principal payments on available for sale securities          |  |                                 | 14,809   |   |      |   | 6,570    |  
|Proceeds from sale of other real estate owned                                                      |  |                                 | 1,602    |   |      |   |         |  
|Net cash acquired in business acquisition                                                          |  |                                 |         |   |      |   | 11,798   |  
|Sale of securities available for sale                                                              |  |                                 |         |   |      |   | 16,142   |  
|Purchase of premises and equipment, net                                                            |  |                                 | (2,816   | ) |      |   | (5,137   | )
|                                                                                                   |  |                                 |          |   |      |   |          |  
|NET CASH USED IN INVESTING ACTIVITIES                                                              |  |                                 | (185,457 | ) |      |   | (113,837 | )
|                                                                                                   |  |                                 |          |   |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                               |  |                                 |          |   |      |   |          |  
|Net increase in deposits                                                                           |  |                                 | 262,589  |   |      |   | 45,258   |  
|Proceeds from other borrowings                                                                     |  |                                 | 20,000   |   |      |   |         |  
|Payment of other borrowings                                                                        |  |                                 | (250     | ) |      |   |         |  
|Proceeds from FHLB Advances                                                                        |  |                                 | 789,500  |   |      |   | 603,215  |  
|Repayment of FHLB Advances                                                                         |  |                                 | (836,312 | ) |      |   | (526,721 | )
|Tax benefits from exercise of stock options and warrants                                           |  |                                 |         |   |      |   | 397      |  
|Net proceeds from issuance of common stock                                                         |  |                                 |         |   |      |   | 1,515    |  
|                                                                                                   |  |                                 |          |   |      |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                          |  |                                 | 235,527  |   |      |   | 123,664  |  
|                                                                                                   |  |                                 |          |   |      |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |  |                                 | 73,371   |   |      |   | (10,069  | )
|CASH AND CASH EQUIVALENTS:                                                                         |  |                                 |          |   |      |   |          |  
|Beginning of period                                                                                |  |                                 | 17,388   |   |      |   | 27,744   |  
|                                                                                                   |  |                                 |          |   |      |   |          |  
|End of period                                                                                      |  | $                               | 90,759   |   |      | $ | 17,675   |  
|                                                                                                   |  |                                 |          |   |      |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                   |  |                                 |          |   |      |   |          |  
|Cash paid during the period for:                                                                   |  |                                 |          |   |      |   |          |  
|Interest                                                                                           |  | $                               | 29,704   |   |      | $ | 28,688   |  
|Income Taxes                                                                                       |  |                                 | 380      |   |      |   | 1,720    |  
|Noncash Transactions:                                                                              |  |                                 |          |   |      |   |          |  
|Unrealized holding gain (loss) on securities available for sale                                    |  |                                 | 294      |   |      |   | (112     | )
|Unrealized holding gain on derivatives                                                             |  |                                 | 453      |   |      |   |         |  
|(Decrease) Increase in goodwill                                                                    |  |                                 | (242     | ) |      |   | 81       |  
|Transfer of loans to other real estate owned                                                       |  |                                 | 4,389    |   |      |   |         |  
|Transfer of loans to loans held for sale                                                           |  |                                 | 17,742   |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1Organization and Basis of Presentation

Basis of Presentation:

In the opinion of management,
the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to present fairly our financial position as of September 30, 2008 and
December 31, 2007, and the results of operations for the three and nine-month periods ended September 30, 2008 and 2007, the cash flows for the nine months ended September 30, 2008 and 2007, and the stockholders equity for the
nine months ended September 30, 2008.

The consolidated financial statements of Bank of Florida Corporation (the Company)
include the accounts of the Company and its wholly-owned subsidiaries, Bank of Florida  Southwest, Bank of Florida - Southeast, and Bank of Florida  Tampa Bay (collectively referred to as the Banks), and Bank of Florida Trust
Company. All significant intercompany balances and transactions have been eliminated. The Company operates as one reportable segment, Banking and Related Services.

The assets under advice by Bank of Florida Trust Company, as well as the obligations associated with those assets, are not included as part of the consolidated financial statements of the Company.

The accounting and reporting policies of the Company are in conformity with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q, Article 10 of Regulation S-X and prevailing practices within the financial services industry. Accordingly, they do not include all of the footnotes and information required by
accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that we make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the
reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. The Companys significant accounting policies are described in Note 1 of the
Notes to Consolidated Financial Statements included in its 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the Company follows the same basic accounting policies and considers each
interim period as an integral part of an annual period.

These unaudited condensed consolidated financial statements included herein should
be read in conjunction with the financial statements and related footnotes included in the Companys 2007 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results of operations to be expected for
the fiscal year ending December 31, 2008 or any other interim period.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the September 30, 2008 financial statement presentation.
These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

NOTE
2Stock-based Compensation

In 2000, the Company adopted the 1999 Stock Option Plan pursuant to which the Companys Board of
Directors may grant stock options to officers and key employees. The Plan, as amended at the 2005 Annual Shareholders meeting, authorized grants of options to purchase no less than 11.5% of outstanding shares. The 2006 Stock Compensation Plan
(the Plan) authorized 12% of common shares issued after April 3, 2006 plus 58,154 shares which were available for grant under the prior plan, under which no more options may be granted.

This Plan provides for the grant of the following: options to purchase common stock; restricted shares of common stock (which may be subject to both
grant and forfeiture conditions) (Restricted Stock); units (which are a contractual right for a recipient to receive shares of Restricted Stock at a certain date or upon the occurrence of a certain event); and stock appreciation rights
(entitling the grantee to receive the difference in value between the



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 2Stock-based Compensation (Contd)



underlying common stock on the date of exercise and the value of such stock on the date of grant) (SARS), which may be either freestanding or
granted in tandem with an option. Options to purchase common stock may be either incentive stock options (ISOs), which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the
Code), or non-qualified stock options (NQOs) which are not intended to satisfy the requirements of Section 422 of the Code.

The exercise price of a stock option may not be less than the fair market value of common stock on the date the option is granted. The Plan provides for the grant of options at the discretion of the Board of Directors
or a committee designated by the Board of Directors to administer the Plan. Each stock option granted under the Plan has a maximum term of ten years subject to earlier termination in the event the participant ceases to be an employee. The committee
shall determine the period during which stock options vest at the date of grant. The Plan will terminate on June 8, 2016. At September 30, 2008, there were 728,213 shares available for grant under the Plan.

The total fair value of shares vested and recognized as compensation expense for the three months ended September 30, 2008 and 2007 was $72,000 and
$70,800, respectively. The total fair value of shares vested and recognized as compensation expense for the nine-months ended September 30, 2008 and 2007 was $202,000 and $222,700, respectively. There was no associated tax benefit recognized in
connection with these incentive stock options. As of September 30, 2008, the Company had 135,723 nonvested options outstanding and there was $942,000 of total unrecognized compensation cost related to these nonvested options. This cost is
expected to be recognized monthly on a straight-line basis, over the vesting periods, through September 15, 2013.

The Company has
examined its historical pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the
Company used the guidance in Staff Accounting Bulletin No. 107 to determine the estimated life of options issued subsequent to the adoption of SFAS 123R. Based on this guidance, the estimated term was deemed to be the midpoint of the vesting
term and the contractual term ((vesting term and original contractual term)/2). Expected volatility is based on historical volatility of the Companys stock. The risk-free interest rates are based on U. S. Treasury notes in effect at the time
of the grant. The dividend yield assumption is based on the Companys history and expectation of dividends payments.

The per share
weighted-average fair value of stock options granted during the three and nine months ended September 30, 2008 was $4.78 and $5.36, respectively, on the date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:



|                        |  |                                         |   |  |                                        |   |  |         |   |  |         |  
|----------------------- |  | --------------------------------------- | - |  | -------------------------------------- | - |  | ------- | - |  | ------- | -
|                        |  | For the three monthsended September 30, |   |  | For the nine monthsended September 30, |  
|                        |  | 2008                                    |   |  | 2007                                   |   |  | 2008    |   |  | 2007    |  
|Expected dividend yield |  | 0.00                                    | % |  | 0.00                                   | % |  | 0.00    | % |  | 0.00    | %
|                        |  |                                         |   | 
|Expected volatility     |  | 70.49                                   | % |  | 49.63                                  | % |  | 64.33   | % |  | 49.22   | %
|                        |  |                                         |   | 
|Risk free interest rate |  | 3.32                                    | % |  | 4.65                                   | % |  | 3.38    | % |  | 4.67    | %
|                        |  |                                         |   | 
|Expected life           |  | 7 years                                 |   |  | 7 years                                |   |  | 7 years |   |  | 7 years |  



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 2Stock-based Compensation (Contd)



There were no options exercised in the nine months ended September 30, 2008. The total intrinsic
value of options exercised during the three and nine months ended September 30, 2007 was $0 and $377,000, respectively. Stock option activity during the period was as follows (in thousands, except per share data):



|                                |  |                    |   |  |                                       |       |                          |           |                                       |   |   
|------------------------------- |  | ------------------ | - |  | ------------------------------------- | ----- | ------------------------ | --------- | ------------------------------------- | - | --
|Stock Option Plan               |  | OPTIONSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE |       | REMAININGCONTRACTUALTERM |           | AGGREGATEINTRINSICVALUE(in
thousands)
|Balance December 31, 2007       |  | 601,128            |   |  | $                                     | 15.60 |                          |           |                                       |   |   
|Granted                         |  | 66,800             |   |  |                                       | 8.34  |                          |           |                                       |   |   
|Exercised                       |  |                   |   |  |                                       |      |                          |           |                                       |   |   
|Forfeited                       |  | (53,857            | ) |  |                                       | 15.64 |                          |           |                                       |   |   
|                                |  |                    |   |  |                                       |       |                          |           |                                       |   |   
|Balance, September 30, 2008     |  | 614,071            |   |  | $                                     | 14.80 |                          | 5.9 years |                                       | $ | 47
|                                |  |                    |   |  |                                       |       |                          |           |                                       |   |   
|Exercisable, September 30, 2008 |  | 478,348            |   |  | $                                     | 14.82 |                          | 5.1 years |                                       | $ |  
|                                |  |                    |   |  |                                       |       |                          |           |                                       |   |   

The Company has also issued warrants to the Board of Directors of the Company and Board members
and Advisory Board members of the Companys subsidiaries. At September 30, 2008 and December 31, 2007 warrants to purchase 146,731 common shares, respectively, at an average exercise price of $11.53, respectively, were outstanding. Of
that amount, 131,531 were fully vested at September 30, 2008. Compensation expense totaling $14,000 and $46,000 was recognized during the nine months ended September 30, 2008 and 2007, respectively, in connection with these warrants.



|                            |  |                     |  |                                       |      
|--------------------------- |  | ------------------- |  | ------------------------------------- | -----
|                            |  | WARRANTSOUTSTANDING |  | WEIGHTEDAVERAGEWARRANT PRICEPER SHARE
|Balance December 31, 2007   |  | 146,731             |  | $                                     | 11.53
|Granted                     |  |                    |  |                                       |     
|Exercised                   |  |                    |  |                                       |     
|Forfeited                   |  |                    |  |                                       |     
|                            |  |                     |  |                                       |      
|Balance, September 30, 2008 |  | 146,731             |  | $                                     | 11.53
|                            |  |                     |  |                                       |      



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 3Recent Accounting Pronouncements

In October 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 157-3, Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. This FSP clarifies the application of FASB Statement No. 157, Fair Value Measurements,in a market that is not active and provides an example to
illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. This FSP was effective upon issuance and did not have any effect on the Companys consolidated financial
condition or results of operations.

In May 2008, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 163, Accounting for Financial Guarantee Insurance Contracts(SFAS 163), an interpretation of SFAS Statement No. 60. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of
default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. SFAS 163 also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Management does not anticipate it will have a material
effect on the Companys consolidated financial condition or results of operations.

In May 2008, the FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The FASB concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result. This Statement is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning ofPresent Fairly in Conformity With Generally Accepted Accounting Principles. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP No.142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. In developing assumptions about renewal or extension, FSP No.142-3 requires an entity to
consider its own historical experience (or, if no experience, market participant assumptions) adjusted for relevant entity-specific factors in paragraph 11 of SFAS No. 142. FSP No. 142-3 expands the disclosure requirements of SFAS
No. 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, with early adoption prohibited. The guidance for determining the useful life of a
recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective
date. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activity (SFAS 161). SFAS 161 requires enhanced disclosures about an entitys derivative
and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or
results of operations.

In February 2008, the FASB issued FSP No. FAS No. 140-3, Accounting for Transfers of Financial Assets and
Repurchase Financing Transactions.The objective of this FSP is to provide implementation guidance on accounting for a transfer of a financial asset and a repurchase financing. This FSP presumes that an initial transfer of a financial asset and
a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS No. 140. However, if certain criteria are met, the initial transfer and repurchase financing shall not be evaluated as a linked transaction and
shall be evaluated separately under SFAS No. 140. FSP No.140-3 is effective for fiscal years beginning after November 15, 2008. Management does not anticipate it will have a material effect on the Companys consolidated financial
condition or results of operations.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 3Recent Accounting Pronouncements (Contd)



In February 2008, the FASB issued FSP No. 157-2,Effective date of FASB Statement Number
157. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160
requires the Company to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement shall be effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) is effective for fiscal years
beginning after December 15, 2008 and early implementation is not permitted. SFAS 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand
the nature and financial effect of the business combination. Acquisition related costs including finders fees, advisory, legal, accounting valuation and other professional and consulting fees are required to be expensed as incurred. Management
does not anticipate it will have a material impact on the Companys consolidated financial condition or results of operations.

In
April 2007, the FASB issued FSP No. FIN 39-1, Amendment of FASB Interpretation No. 39, which expands the scope of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts(FIN
39), to permit netting of the fair value asset recognized for a derivative instrument against the related liability for the obligation to return cash collateral, or netting of the fair value liability recognized for a derivative instrument
against the related asset for the right to reclaim cash collateral, in situations where the FIN 39 netting criteria are met. This FSP was effective on January 1, 2008. The adoption of this standard did not have a material effect on the
Companys consolidated financial position or results of operations.

In March 2007, the EITF reached a final consensus on
Issue 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements. EITF 06-10 stipulates that a liability should be recognized for a postretirement benefit obligation associated with a collateral assignment
arrangement if, on the basis of the substantive agreement with the employee, the employer has agreed to maintain a life insurance policy during the postretirement period or provide a death benefit. The employer also must recognize and measure the
associated asset on the basis of the terms of the collateral assignment arrangement. The consensus is effective for fiscal years beginning after December 15, 2007. Entities will have the option of applying the provisions of EITF 06-10 as a
cumulative effect adjustment to the opening balance of retained earnings or retrospectively to all prior periods. EITF 06-10 did not have a material impact on the Companys consolidated financial position or results of operations.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of
FASB Statement No. 115(SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. Most of the provisions of this statement apply only to entities that elect the fair
value option. However, the amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available for sale and trading securities. SFAS 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. This statement is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. This Statement did not have a material effect on the Companys consolidated financial position or results of operations.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4(Loss) Income Per Common Share

Basic (loss) income per share represents net (loss) income available to common shareholders divided by the weighted-average number of common shares
outstanding during the period. Dilutive income per share is computed based on the weighted-average number of common shares outstanding plus the effect of stock options and warrants outstanding computed using the treasury stock method. Because
the Company recorded a net loss for the three and nine months ended September 30, 2008, all potentially dilutive securities were anti-dilutive and basic and diluted loss per share were the same in those periods.

Components used in computing (loss) income per share for the three months ended September 30, 2008 and 2007, are summarized as follows ($ in
thousands, except share data):



|                                                         |  |                                          |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     
|-------------------------------------------------------- |  | ---------------------------------------- | ------ | - | --------------------------------- | ---------- | ------------ | - | ----- | --------- |  | --------------------------------- | ----- | -------------- | ---------- |  | ----
|                                                         |  | For the three months ended September 30,
|                                                         |  | 2008                                     |        |   | 2007                             
|                                                         |  | NetLoss                                  |        |   | Weighted-AverageSharesOutstanding |            | LossPerShare |   |       | NetIncome |  | Weighted-AverageSharesOutstanding |       | IncomePerShare
|(Loss) Income available to common shareholders  basic   |  | $                                        | (3,445 | ) |                                   | 12,779,020 |              | $ | (0.27 | )         |  | $                                 | 1,607 |                | 12,765,269 |  | 0.13
|Dilutive effect of stock options outstanding             |  |                                          |        |   |                                   |           |              |   |       |           |  |                                   |       |                | 82,943     |  |     
|Dilutive effect of warrants outstanding                  |  |                                          |        |   |                                   |           |              |   |       |           |  |                                   |       |                | 25,826     |  |     
|                                                         |  |                                          |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     
|(Loss) Income available to common shareholders  diluted |  | $                                        | (3,445 | ) |                                   | 12,779,020 |              | $ | (0.27 | )         |  | $                                 | 1,607 |                | 12,874,038 |  | 0.12
|                                                         |  |                                          |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     

Components used in computing (loss) income per share for the nine months ended September 30,
2008 and 2007, are summarized as follows ($ in thousands, except share data):



|                                                         |  |                                         |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     
|-------------------------------------------------------- |  | --------------------------------------- | ------ | - | --------------------------------- | ---------- | ------------ | - | ----- | --------- |  | --------------------------------- | ----- | -------------- | ---------- |  | ----
|                                                         |  | For the nine months ended September 30,
|                                                         |  | 2008                                    |        |   | 2007                             
|                                                         |  | NetLoss                                 |        |   | Weighted-AverageSharesOutstanding |            | LossPerShare |   |       | NetIncome |  | Weighted-AverageSharesOutstanding |       | IncomePerShare
|(Loss) Income available to common shareholders  basic   |  | $                                       | (3,208 | ) |                                   | 12,779,020 |              | $ | (0.25 | )         |  | $                                 | 3,712 |                | 11,427,997 |  | 0.32
|Dilutive effect of stock options outstanding             |  |                                         |        |   |                                   |           |              |   |       |           |  |                                   |       |                | 129,559    |  |     
|Dilutive effect of warrants outstanding                  |  |                                         |        |   |                                   |           |              |   |       |           |  |                                   |       |                | 32,545     |  |     
|                                                         |  |                                         |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     
|(Loss) Income available to common shareholders  diluted |  | $                                       | (3,208 | ) |                                   | 12,779,020 |              | $ | (0.25 | )         |  | $                                 | 3,712 |                | 11,590,101 |  | 0.32
|                                                         |  |                                         |        |   |                                   |            |              |   |       |           |  |                                   |       |                |            |  |     



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4(Loss) Income Per Common Share (Contd)



During the three and nine months ended September 30, 2007, certain stock options were excluded
from diluted earnings per share calculations because the exercise price exceeded the fair value of the common stock as follows:



|                                |  |                                      |         |                                     |   |        
|------------------------------- |  | ------------------------------------ | ------- | ----------------------------------- | - | -------
|                                |  | Three-months endedSeptember 30, 2007 |         | Nine-months endedSeptember 30, 2007
|Number of Shares                |  |                                      | 307,685 |                                     |   | 260,185
|Weighted Average Exercise Price |  | $                                    | 20.85   |                                     | $ | 21.68  

NOTE 5Goodwill and Other Intangible Assets

Acquisition of Bristol Bank and Old Florida Bankshares, Inc. (Old Florida)

In connection with the acquisition of Bristol Bank in August 2006, the Company recorded $11.4 million in goodwill and $1.7 million of core deposit
intangible which is being amortized on a double declining balance basis over ten years. In connection with the acquisition of Old Florida in April 2007, the Company recorded $50.6 million in goodwill and $1.4 million of core deposit intangible which
is being amortized on a double declining balance basis over ten years. The total estimated amortization expense for each of the five succeeding years ending December 31, 2012 is $466,000, $381,000, $311,000, $255,000, and $230,000,
respectively.

Bank of FloridaTampa Bay

Other intangibles resulted from the acquisition of Bank of Florida  Tampa Bay in July 2004.
The estimated amortization expense for each of the five succeeding years ending December 31stis $39,000 per year.

The carrying amounts of other intangible assets at September 30, 2008 and December 31, 2007, are as follows (in thousands):



|                                |  |                          |       |                         |        |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|------------------------------- |  | ------------------------ | ----- | ----------------------- | ------ | - | ------------------ | ----- | -------------------- | - | ----------------------- |  | - | ------------------ | - |  | - | -----
|                                |  | As of September 30, 2008 |       | As of December 31, 2007
|Identifiable intangible assets: |  | Gross CarryingAmount     |       | AccumulatedAmortization |        |   | Net CarryingAmount |       | Gross CarryingAmount |   | AccumulatedAmortization |  |   | Net CarryingAmount
|Core Deposit Intangibles        |  | $                        | 3,132 |                         | (942   | ) |                    | 2,190 |                      | $ | 3,132                   |  | $ | (584               | ) |  | $ | 2,548
|Other Intangibles               |  |                          | 974   |                         | (156   | ) |                    | 818   |                      |   | 974                     |  |   | (127               | ) |  |   | 847  
|                                |  |                          |       |                         |        |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|Total                           |  | $                        | 4,106 |                         | (1,098 | ) |                    | 3,008 |                      | $ | 4,106                   |  | $ | (711               | ) |  | $ | 3,395
|                                |  |                          |       |                         |        |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 6Business Combination

The Companys results of operations includes the operations of Old Florida since the acquisition date (April 24, 2007). The following table presents unaudited proforma results for the Company and Old Florida for
the nine months ended September 30, 2007. Since no consideration is given to operational efficiencies and expanded products and services, the proforma summary information does not necessarily reflect the results of operations as they would have
been, if the acquisition had occurred on January 1, for the periods presented (in thousands, except per share data).



|                         |  |                                     |       
|------------------------ |  | ----------------------------------- | ------
|                         |  | Nine months endedSeptember 30, 2007
|Total revenue (1)        |  | $                                   | 72,349
|Net income               |  |                                     | 2,840 
|Basic income per share   |  |                                     | 0.22  
|Diluted income per share |  |                                     | 0.22  



|(1) | Total revenue consists of net interest income plus noninterest income
|--- | ---------------------------------------------------------------------



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 7Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157 Fair Value Measurements (SFAS 157). SFAS 157 clarifies the definition of
fair value and describes methods available to appropriately measure fair value in accordance with generally accepted accounting principles. This statement applies whenever other accounting pronouncements require or permit fair value
measurements.

SFAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:



|Level 1 | Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are
traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded
instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes
U.S. Government and agency mortgage-backed debt securities, corporate debt securities, derivative contracts and residential mortgage loans held-for-sale.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or
estimation.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SFAS 157 requires the fair value of the assets or liabilities to be determined based on the assumptions that
market participants use in pricing the financial instrument. In developing those assumptions, the Company identified characteristics that distinguish market participants generally, and considered factors specific to (a) the asset
type, (b) the principal (or most advantageous) market for the asset group, and (c) market participants with whom the reporting entity would transact in that market. An active market quote to determine pricing and the current market value
of these loans in the secondary market was completed as of December 31, 2007 and September 30, 2008 and obtained from a recognized investment brokerage house. These factors met the definition of the most advantageous market and form
the basis of the determination of a precise method for determining the value of these securities.

The Company performs fair-market
valuations on certain assets as the result of the application of accounting guidelines that were in effect prior to the adoption of SFAS 157. These assets include securities that are available for sale and are valued based upon open-market
quotes obtained from reputable third-party brokers. Market pricing is based upon specific CUSIP identification for each individual security. Changes in fair value are recorded in other comprehensive income. Fair values of derivative
instruments are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to
maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. The fair value of loans held for sale is determined, when possible, using quoted secondary market prices. If no such quoted price exists, the
fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific market attributes of that loan.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 7Fair Value Measurements (Contd)



The following table sets forth the Companys assets that are measured at fair value on a
recurring basis at September 30, 2008 (in thousands):



|                              |  |                                |        |                                                            |   |                                           |   |                                        |  |  
|----------------------------- |  | ------------------------------ | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | -
|                              |  |                                |        | Fair Value Measurements at Report Date Using              
|                              |  |                                |        |                                                           
|                              |  | Fair ValueMeasurements09/30/08 |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level
1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3)
|Description                   |  |                                |        |                                                            |   |                                           |   |                                        |  |  
|Securities available for sale |  | $                              | 88,283 |                                                            |  |                                           | $ | 88,283                                 |  | 
|Derivative Assets             |  |                                | 2,120  |                                                            |  |                                           |   | 2,120                                  |  | 

Certain other assets are measured at fair value on a nonrecurring basis. These adjustments to fair
value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets due to impairment.

Nonrecurring fair value adjustments to loans reflect full or partial write-downs that are based on the loans observable market price or current appraised value of the collateral in accordance with SFAS 114, Accounting by Creditors
for Impairment of a Loan. Since the market for impaired loans is not active, loans subjected to nonrecurring fair value adjustments based on the loans observable market price are generally classified as Level 2. Loans subjected to
nonrecurring fair value adjustments based on the current appraised value of the collateral may be classified as Level 2 or Level 3 depending on the type of asset and the inputs to the valuation. When appraisals are used to determine impairment and
these appraisals are based on a market approach incorporating a dollar-per-square-foot multiple, the related loans are classified as Level 2. If the appraisals require significant adjustments to market-based valuation inputs or apply an income
approach based on unobservable cash flows to measure fair value, the related loans subjected to nonrecurring fair value adjustments are typically classified as Level 3 due to the fact that Level 3 inputs are significant to the fair value
measurement.

During the third quarter of 2008, the Bank recognized losses related to certain assets that are measured at fair value on a
nonrecurring basis (i.e. impaired loans). For assets measured at fair value on a nonrecurring basis in the third quarter of 2008 that were still held on the balance sheet at quarter end, the following table provides the level of valuation
assumptions used to determine each adjustment and the carrying value of the related individual assets at September 30, 2008 (in thousands):



|               |  |                        |        |                                                            |   |                                           |   |                                        |  |   |       
|-------------- |  | ---------------------- | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | - | ------
|               |  |                        |        | Carrying value at September 30, 2008                      
|               |  |                        |        |                                                           
|               |  | Carrying Value09/30/08 |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level
1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level
3)
|Description    |  |                        |        |                                                            |   |                                           |   |                                        |  |   |       
|Impaired Loans |  | $                      | 48,024 |                                                            |  |                                           | $ | 10,162                                 |  | $ | 37,862

Impaired loans had a carrying amount of $48,024,000, with a valuation allowance of $3,051,000 at
September 30, 2008. Approximately $6.0 million of losses related to loans were recognized as either charge-offs or specific allocations of the allowance for loan losses for the three months ended September 30, 2008.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 8Derivative Financial Instruments

The Company utilizes certain derivative financial instruments. Stand alone derivative financial instruments such as interest-rate swaps, are used to
economically hedge interest-rate risk related to the Companys liabilities. These derivative instruments involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are
based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the
derivative instruments, is reflected on the Companys consolidated balance sheet as either derivative assets, derivative liabilities or trading activities for stand alone derivative financial instruments.

The Company is exposed to credit related losses in the event of nonperformance by the counterparties to those agreements. The Company controls the credit
risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail their obligations.

Derivative instruments are generally either negotiated OTC contracts or standardized contracts executed on a recognized exchange. Negotiated OTC derivative contracts are generally entered into between two
counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity.

The
Company entered into interest rate swaps which provided for the Company to receive payments at a fixed rate in exchange for paying a floating rate on certain loans. Management believes the entering into the interest rate swaps exposed the Company to
variability in their fair value due to changes in the level of interest rates. Management believes that it is prudent to limit the variability in the fair value of a portion of its floating rate loan portfolio. It is the Companys objective to
hedge the change in fair value of floating rate loans at coverage levels that are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this asset to other assets of
the Company. To meet this objective, the Company utilizes interest rate swaps as an asset/liability management strategy to hedge the change in value of the cash flows due to changes in expected interest rate assumptions. These interest rate swap
agreements are contracts to make a series of floating rate payments in exchange for receiving a series of fixed rate payments. The information pertaining to outstanding interest rate swap agreements used to hedge floating rate loans is as follows
(dollars in thousands):



|                                                |  |              |        |   |      |  
|----------------------------------------------- |  | ------------ | ------ | - | ---- | -
|                                                |  | September 30
|                                                |  | 2008         |        |   | 2007
|Notional amount                                 |  | $            | 45,000 |   |      | 
|Pay rate (Prime)                                |  |              | 5.00   | % |      | 
|Receive rate (Fixed)                            |  |              | 7.51   | % |      | 
|Maturity in years                               |  |              | 5      |   |      |  
|Unrealized gain relating to interest-rate swaps |  | $            | 1,323  |   |      | 

These agreements provided for the Company to receive payments at a fixed-rate determined by a
specified index (WSJ Prime) in exchange for making payments at a floating rate.

At September 30, 2008, the unrealized gain relating
to the use of interest-rate swaps was recorded in derivate assets in accordance with SFAS No. 133.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 9Accumulated Other Comprehensive Income

The following tables present the changes in accumulated other comprehensive income for the three and nine months ended September 30, 2008 and 2007,
net of tax (in thousands):



|                                                                        |  |                                              |        |   |                                              |   |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|----------------------------------------------------------------------- |  | -------------------------------------------- | ------ | - | -------------------------------------------- | - | ----- |  | - | ---------- | - |  | ----------- | ---- | ----- |  | - | - |  | - | ---- | -
|                                                                        |  | For the three months ended September 30,2008 |        |   | For the three months ended September 30,2007 |  
|                                                                        |  | Securities                                   |        |   | Derivatives                                  |   | Total |  |   | Securities |   |  | Derivatives |      | Total | 
|Balance, June 30                                                        |  | $                                            | (1,654 | ) |                                              | $ | 883   |  | $ | (771       | ) |  | $           | (508 | )     |  | $ |  |  | $ | (508 | )
|Change in fair value recorded in accumulated other comprehensive income |  |                                              | 2,113  |   |                                              |   | 440   |  |   | 2,553      |   |  |             | 502  |       |  |   |  |  |   | 502  |  
|                                                                        |  |                                              |        |   |                                              |   |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|Balance, September 30                                                   |  | $                                            | 459    |   |                                              | $ | 1,323 |  | $ | 1,782      |   |  | $           | (6   | )     |  | $ |  |  | $ | (6   | )
|                                                                        |  |                                              |        |   |                                              |   |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|                                                                        |  |                                             
|                                                                        |  | For the nine months ended September 30,2008  |        |   | For the nine months ended September 30,2007  |  
|                                                                        |  | Securities                                   |        |   | Derivatives                                  |   | Total |  |   | Securities |   |  | Derivatives |      | Total | 
|Balance, December 31                                                    |  | $                                            | 165    |   |                                              | $ | 870   |  | $ | 1,035      |   |  | $           | 105  |       |  | $ |  |  | $ | 105  |  
|Change in fair value recorded in accumulated other comprehensive income |  |                                              | 294    |   |                                              |   | 453   |  |   | 747        |   |  |             | (111 | )     |  |   |  |  |   | (111 | )
|                                                                        |  |                                              |        |   |                                              |   |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|Balance, September 30                                                   |  | $                                            | 459    |   |                                              | $ | 1,323 |  | $ | 1,782      |   |  | $           | (6   | )     |  | $ |  |  | $ | (6   | )
|                                                                        |  |                                              |        |   |                                              |   |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | --- | ------------ | - | ---------- | ------------- |  | - | ------------ | - |  | ------------- | ---------- | -- |  | - | ---------- | -
|                                                              |  | Quarter Ended                                  |           
|                                                              |  | Sept. 30,2008                                  |            |     | June 30,2008 |   |            | March 31,2008 |  |   | Dec. 31,2007 |   |  | Sept. 30,2007 |           
|                                                              |  | (Dollars In Thousands, except per share data.) |           
|Statement of Operations Data:                                 |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Total interest income                                         |  | $                                              | 20,980     |     |              | $ | 20,994     |               |  | $ | 20,925       |   |  | $             | 22,445     |    |  | $ | 23,727     |  
|Total interest expense                                        |  |                                                | 10,059     |     |              |   | 9,647      |               |  |   | 10,190       |   |  |               | 11,441     |    |  |   | 11,773     |  
|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Net interest income before provision for loan losses          |  |                                                | 10,921     |     |              |   | 11,347     |               |  |   | 10,735       |   |  |               | 11,004     |    |  |   | 11,954     |  
|Provision for loan losses                                     |  |                                                | 6,190      |     |              |   | 1,585      |               |  |   | 687          |   |  |               | 2,717      |    |  |   | 336        |  
|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Net interest income after provision for loan losses           |  |                                                | 4,731      |     |              |   | 9,762      |               |  |   | 10,048       |   |  |               | 8,287      |    |  |   | 11,618     |  
|Noninterest income                                            |  |                                                | 1,162      |     |              |   | 1,049      |               |  |   | 1,296        |   |  |               | 1,765      |    |  |   | 1,263      |  
|Noninterest expense                                           |  |                                                | 11,388     |     |              |   | 10,770     |               |  |   | 10,952       |   |  |               | 11,662     |    |  |   | 10,220     |  
|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Net (loss) income before taxes (benefit)                      |  |                                                | (5,495     | )   |              |   | 41         |               |  |   | 392          |   |  |               | (1,610     | )  |  |   | 2,661      |  
|Income tax expense (benefit)                                  |  |                                                | (2,050     | )   |              |   | 37         |               |  |   | 159          |   |  |               | (640       | )  |  |   | 1,054      |  
|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Net (loss) income                                             |  | $                                              | (3,445     | )   |              | $ | 4          |               |  | $ | 233          |   |  | $             | (970       | )  |  | $ | 1,607      |  
|                                                              |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Share Data:                                                   |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Basic (loss) income per share                                 |  | $                                              | (0.27      | )   |              | $ | 0.00       |               |  | $ | 0.02         |   |  | $             | (0.08      | )  |  | $ | 0.13       |  
|Diluted (loss) income per share                               |  |                                                | (0.27      | )   |              |   | 0.00       |               |  |   | 0.02         |   |  |               | (0.08      | )  |  |   | 0.12       |  
|Weighted-average shares outstanding - basic                   |  |                                                | 12,779,020 |     |              |   | 12,779,020 |               |  |   | 12,779,020   |   |  |               | 12,779,020 |    |  |   | 12,765,269 |  
|Weighted-average shares outstanding - diluted                 |  |                                                | 12,779,020 |     |              |   | 12,779,020 |               |  |   | 12,779,376   |   |  |               | 12,845,424 |    |  |   | 12,874,038 |  
|Total shares outstanding                                      |  |                                                | 12,779,020 |     |              |   | 12,779,020 |               |  |   | 12,779,020   |   |  |               | 12,779,020 |    |  |   | 12,779,020 |  
|Book value per common share (period end)                      |  |                                                | 15.39      |     |              |   | 15.45      |               |  |   | 15.69        |   |  |               | 15.57      |    |  |   | 15.55      |  
|                                                              |  |                                                |            |     |             
|Balance Sheet Data:                                           |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Total assets                                                  |  | $                                              | 1,545,054  |     |              | $ | 1,414,689  |               |  | $ | 1,404,034    |   |  | $             | 1,310,488  |    |  | $ | 1,323,415  |  
|Total cash and cash equivalents                               |  |                                                | 90,759     |     |              |   | 17,252     |               |  |   | 37,530       |   |  |               | 17,388     |    |  |   | 17,675     |  
|Interest-earning assets                                       |  |                                                | 1,418,720  |     |              |   | 1,294,991  |               |  |   | 1,284,195    |   |  |               | 1,192,104  |    |  |   | 1,202,796  |  
|Investment securities                                         |  |                                                | 91,600     |     |              |   | 92,542     |               |  |   | 81,075       |   |  |               | 38,008     |    |  |   | 40,815     |  
|Loans                                                         |  |                                                | 1,247,802  |     |              |   | 1,191,733  |               |  |   | 1,174,472    |   |  |               | 1,144,762  |    |  |   | 1,152,263  |  
|Allowance for loan losses                                     |  |                                                | 14,264     |     |              |   | 13,232     |               |  |   | 12,811       |   |  |               | 14,431     |    |  |   | 11,754     |  
|Intangible assets                                             |  |                                                | 64,968     |     |              |   | 65,091     |               |  |   | 65,220       |   |  |               | 65,597     |    |  |   | 64,451     |  
|Deposit accounts                                              |  |                                                | 1,199,705  |     |              |   | 1,012,408  |               |  |   | 1,003,042    |   |  |               | 937,116    |    |  |   | 985,149    |  
|Other borrowings                                              |  |                                                | 144,278    |     |              |   | 201,282    |               |  |   | 198,286      |   |  |               | 171,090    |    |  |   | 135,294    |  
|Stockholders equity                                          |  |                                                | 196,686    |     |              |   | 197,492    |               |  |   | 200,540      |   |  |               | 198,931    |    |  |   | 198,763    |  
|                                                              |  |                                                |            |     |             
|Performance Ratios:                                           |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Return on average assets                                      |  |                                                | (0.95      | ) % |              |   | 0.00       | %             |  |   | 0.07         | % |  |               | (0.30      | )% |  |   | 0.49       | %
|Return on average common stockholders equity                 |  |                                                | (6.96      | )   |              |   | 0.01       |               |  |   | 0.47         |   |  |               | (1.94      | )  |  |   | 3.27       |  
|Interest-rate spread during the period                        |  |                                                | 2.90       |     |              |   | 3.11       |               |  |   | 3.01         |   |  |               | 2.99       |    |  |   | 3.23       |  
|Net interest margin                                           |  |                                                | 3.33       |     |              |   | 3.58       |               |  |   | 3.62         |   |  |               | 3.69       |    |  |   | 3.96       |  
|Efficiency ratio1                                             |  |                                                | 94.48      |     |              |   | 86.88      |               |  |   | 91.01        |   |  |               | 91.33      |    |  |   | 77.32      |  
|                                                              |  |                                                |            |     |             
|Asset Quality Ratios:                                         |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Allowance for loan losses to period end loans                 |  |                                                | 1.14       | %   |              |   | 1.11       | %             |  |   | 1.09         | % |  |               | 1.26       | %  |  |   | 1.02       | %
|Allowance for loan losses to nonperforming loans              |  |                                                | 49.08      |     |              |   | 54.56      |               |  |   | 68.76        |   |  |               | 101.69     |    |  |   | 206.32     |  
|Net charge-offs to average loans                              |  |                                                | 1.72       |     |              |   | 0.40       |               |  |   | 0.74         |   |  |               | 0.01       |    |  |   | 0.06       |  
|Nonperforming assets to period end total assets               |  |                                                | 2.15       |     |              |   | 1.75       |               |  |   | 1.33         |   |  |               | 1.19       |    |  |   | 0.54       |  
|                                                              |  |                                                |            |     |             
|Capital and Liquidity Ratios:                                 |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Average equity to average assets                              |  |                                                | 13.66      | %   |              |   | 14.12      | %             |  |   | 15.14        | % |  |               | 15.24      | %  |  |   | 14.86      | %
|Leverage (4.00% required minimum)                             |  |                                                | 9.19       |     |              |   | 9.68       |               |  |   | 10.31        |   |  |               | 10.24      |    |  |   | 10.42      |  
|                                                              |  |                                                |            |     |             
|Risk-based capital:                                           |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Tier 1                                                        |  |                                                | 9.35       | %   |              |   | 10.17      | %             |  |   | 10.09        | % |  |               | 10.14      | %  |  |   | 10.36      | %
|Total                                                         |  |                                                | 11.59      |     |              |   | 12.47      |               |  |   | 12.33        |   |  |               | 12.57      |    |  |   | 12.57      |  
|Average loans held for investment to average deposits         |  |                                                | 112.45     |     |              |   | 116.29     |               |  |   | 120.89       |   |  |               | 118.02     |    |  |   | 120.19     |  
|                                                              |  |                                                |            |     |             
|Trust Assets Under Advice:                                    |  |                                                |            |     |              |   |            |               |  |   |              |   |  |               |            |    |  |   |            |  
|Total assets under advice                                     |  | $                                              | 439,942    |     |              | $ | 475,890    |               |  | $ | 479,607      |   |  | $             | 499,350    |    |  | $ | 502,383    |  
|Trust fee income                                              |  |                                                | 679        |     |              |   | 679        |               |  |   | 740          |   |  |               | 789        |    |  |   | 790        |  
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.62       | %   |              |   | 0.57       | %             |  |   | 0.62         | % |  |               | 0.47       | %  |  |   | 0.63       | %





|1 | Efficiency ratio = Noninterest expense divided by the total of net interest income before provision for loan losses plus
noninterest income (excluding net securities gains and losses).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements
in this quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking
terminology, such as may, will, expect, estimate, anticipate, believe, target, plan, project, or continue or the negatives
thereof or other variations thereon or similar terminology, and are made on the basis of managements plans and current analyses of Bank of Florida Corporation, its business and the industry as a whole. These forward-looking statements are
subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future
could affect Bank of Florida Corporations financial performance and could cause actual results for fiscal 2008 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bank of Florida Corporation does
not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Bank of Florida
Corporation, incorporated in Florida in September 1998, is a $1.5 billion financial services company and a registered bank holding company. Our subsidiary Banks are separately chartered independent community banks with local boards that provide
full-service commercial banking in a private banking environment. Our Trust Company offers investment management, trust administration, estate planning, and financial planning services largely to the Banks commercial borrowers and other high
net worth individuals. The Companys overall focus is to develop a total financial services relationship with its client base, which is primarily businesses, professionals, and entrepreneurs with commercial real estate borrowing needs. The
Banks also provide technology-based cash management and other depository services. The holding company structure provides flexibility for expansion of the Companys banking business, including possible acquisitions of other financial
institutions, and support of banking-related services to its subsidiary banks.

Our corporate vision is to achieve $2.0 billion in assets
over the next couple of years, excluding acquisitions, and be recognized as a premier financial services company in our markets, while maintaining a well-controlled environment. Our primary strategy to achieve this vision is to focus on core deposit
growth with current products and services, focus lending on commercial real estate properties in the $1 million to $10 million size range, and leverage our operating efficiencies.

The primary market areas of the Company are among the fastest growing markets in Florida. Those markets include Collier and Lee Counties on the southwest
coast of Florida (served by Bank of FloridaSouthwest), Broward, Miami-Dade, and Palm Beach Counties on the southeast coast (served by Bank of FloridaSoutheast), and Hillsborough and Pinellas Counties in the Tampa Bay area (served by Bank
of Florida  Tampa Bay). The high population growth and income demographics of the counties in which the Company operates support its plans to grow loans, deposits, and wealth management revenues with limited, highly selective, full-service
locations. These counties together constitute more than 50% of the deposit market share in the state of Florida.

CRITICAL
ACCOUNTING POLICIES

The Companys consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already
occurred. Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Companys stated results of operations. The notes to the
consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management believes that, of our significant accounting policies, the following
involve a higher degree of judgment and complexity. Our management has discussed these critical accounting assumptions and estimates with the Board of Directors Audit Committee.



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Allowance for Loan Losses:

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operations. Loan
losses are charged against the allowance when management believes the collectibility of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is comprised of: (1) a component for individual loan impairment measured according to SFAS No. 114,
Accounting by Creditors for Impairment of a Loan, and (2) a measure of collective loan impairment according to SFAS No. 5, Accounting for Contingencies. The allowance for loan losses is established and
maintained at levels deemed adequate to cover losses inherent in the portfolio as of the balance sheet date. This estimate is based upon managements evaluation of the risks in the loan portfolio and changes in the nature and volume of loan
activity. Estimates for loan losses are derived by analyzing historical loss experience, current trends in delinquencies and charge-offs, historical peer bank experience, changes in the size and composition of the loan portfolio, adverse situations
that may affect the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant
revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment
status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Larger impaired
credits that are measured according to SFAS No. 114 have been defined to include loans which are classified as doubtful, substandard or special mention risk grades where the borrower relationship is greater than $150,000. For such loans
that are considered impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

Loans made outside the scope of SFAS No. 114 are measured according to SFAS No. 5 and include commercial real estate loans that are performing
or have not been specifically identified under SFAS No. 114, and large groups of smaller balance homogeneous loans evaluated based on historical loss experience adjusted for qualitative factors.

EXECUTIVE SUMMARY

Total
assets grew to $1.5 billion at September 30, 2008, up $234.6 million or 18% from December 31, 2007, as a result of loan growth, fed funds sold, and securities purchases. Loans climbed $103.6 million or 9% during the first nine months of
this year, while total deposits increased $262.6 million to $1.2 billion. Core deposits, which exclude all CDs, decreased $39.2 million while certificates of deposit increased $301.8 million. Book value per share declined to $15.39, down $0.18 over
the last nine months.

The Company realized third quarter net loss of $3.4 million, a decrease of $5.1 million or 314% over the same period
last year. Loss per share was ($0.27), a $.40 or 308% decrease compared to the same period in 2007. Net interest margin decreased 63 basis points from third quarter 2007 to 3.33%, reflective of intense competition, interest reversals on
nonperforming loans and a decrease in the prime rate of 275 basis points.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities and overnight investments were $158.9 million at September 30, 2008, an increase of $124.2 million or 358.1% over that held at December 31, 2007.

Federal Funds sold totaled $70.7 million at September 30, 2008, an increase of $70.7 million from December 31, 2007. This category of earning
assets is normally used as a temporary investment vehicle to support the Companys daily funding requirements and, as a result, fluctuates with loan demand. The average yield on federal funds for the first nine months of 2008 was 2.10%, down
157 basis points compared to the first nine months of 2007.

Securities available for sale totaled $88.3 million, an increase of $53.6
million from the level held at December 31, 2007. The Company had $3.3 million classified as held to maturity at September 30, 2008 and December 31, 2007. The Company does not currently engage in trading activities and, therefore, did
not hold any securities classified as trading at September 30, 2008 or December 31, 2007.



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Loans

Total gross loans, including loans held for sale, were $1.2 billion at September 30, 2008, up $103.0 million or 9.0% for the first nine months of 2008. Construction loans, largely secured by commercial real estate, totaled $325.2
million (26.1% of total loans) at September 30, 2008, down $72.1 million since the end of last year. Commercial real estate loans, including multi-family dwellings, but excluding those in construction, increased by $154.9 million and also total
48.3% of total loans outstanding, while commercial and industrial loans climbed $21.1 million to approximately 9.2% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $147.1 million (11.8% of total
loans), up $6.8 million from year-end. Consumer lines of credit and installment and other loans decreased by $7.7 million (4.6% of total loans).

Asset quality

The Companys nonperforming loans (nonaccrual and 90+ days past due) totaled $29.1 million at
September 30, 2008 or 2.33% of total loans outstanding. Thirty-to-ninety day delinquent loans were $37.3 million or 2.99% of loans outstanding at September 30, 2008, an increase of $34.6 million in total loan delinquencies from
December 31, 2007. There were $8.4 million in net charge-offs for the first nine months of 2008, resulting in net charge-offs to average loans of 0.96%, an increase of 0.91% from the first nine months of 2007.

Deposits

Total deposits rose $262.6 million
or 28.0% during the first nine months of 2008 to $1.2 billion. Core deposits, which exclude all CDs, declined $576 thousand or 0.1% in the past 90 days, with the growth in certificates of deposit accounts (up $187.9 million or 36.4%) more than
offsetting the decline in money market, NOW and non-interest bearing deposit accounts.

The annualized average rate paid on total interest
bearing deposits during the first nine months of 2008 was 3.63%, a decrease of 83 basis points compared to the first nine months last year. This decrease resulted primarily from the lower interest rate environment under which we currently operate.

Borrowings

While client
deposits remain our primary source of funding for asset growth, management uses other borrowings as a funding source for loan growth, regulatory capital needs, and as a tool to manage the Companys interest rate risk. At September 30, 2008
borrowings totaled $144.3 million, a decrease of $26.8 million compared to December 31, 2007. Total borrowings at September 30, 2008, consisted of $20.0 million of other borrowings, $16.0 million in subordinated debt and $108.3 million in
FHLB Advances compared to $16.0 million in subordinated debt and $155.1 million in FHLB advances, respectively, at the end of 2007. The other borrowings include two repurchase agreements, priced on a variable rate basis, due March 18, 2013 and
callable on March 18, 2011. The maturities of the Companys borrowings range from March 2010 through July 2017.

Stockholders equity

Total stockholders equity was $196.7 million at September 30, 2008, a $2.2 million decrease since December 31,
2007. Book value per share was $15.39 at September 30 while the tangible book value per share was $10.31. The Companys Tier 1 leverage ratio decreased 105 basis points to 9.19% at September 30, 2008 from 10.24% at December 31,
2007, primarily as a result of loan growth and the purchase of investment securities, but is still well above the minimum for bank holding companies of 4.0%.

ANALYSIS OF RESULTS OF OPERATIONS

Third Quarter 2008 Compared to Third Quarter 2007

Consolidated net loss for the third quarter of 2008 totaled $3.4 million, a decrease of $5.1 million or 314.4% compared to
third quarter 2007. Top-line revenue (a non-GAAP measure which the Company defines as net interest income plus noninterest income, excluding net securities gains/losses) declined $1.2 million, driven by $1.0 million less net interest income and $129
thousand less non interest income.

The $1.2 million decrease in top-line revenue against a $1.2 million or 11.4% increase in noninterest
expense resulted in an efficiency ratio for the quarter of 94.5%. The increase in noninterest expense relates to salaries and benefits, occupancy and equipment costs, professional fees and repossession expenses. The provision for loan losses
increased $5.9 million compared to the same period last year due to additional provisions for loan downgrades.



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Net interest income

Net interest income in the third quarter totaled $10.9 million, down $1.0 million or 8.6% less than the third quarter of 2007. This decline is due to a $34.6 million decrease in net average interest earning assets
which resulted in a $93,000 decrease in net interest income and a 63 basis point decline in the net interest margin to 3.33% resulted in a $940,000 decrease in net interest income. The spread between the yield on earning assets and cost of
interest-bearing liabilities also narrowed when comparing third quarter 2008 versus third quarter 2007. The yield on earning assets decreased 147 basis points over the same period last year to 6.39%, with continued pressures from a declining rate
environment as interest bearing liabilities re-priced during the quarter resulted in a 116 basis point decrease in the cost of funds to 3.49%.

Noninterest income

Noninterest income was $1.1 million in the third quarter, a $129,000 or 10.2% decrease over the
third quarter 2007. Third quarter 2008 trust fees were $679,000 compared to $790,000 for the third quarter of the prior year. Over the past twelve months, assets under advice have declined $62.4 million or 12.4% to $439.9 million at
September 30th.

Noninterest expense

Noninterest expense totaled $11.4 million for the third quarter of 2008 compared to $10.2 million for the comparable quarter last year. Approximately $486,000 of the increase relates to repossession expenses
associated with the other real estate owned properties. Approximately $428,000 of the increase is explained by higher occupancy and equipment related expense. Building lease costs rose due to additional space required for business expansion, and
equipment rental, maintenance, and depreciation expense increased accordingly. Other increases, which are also attributable to the growth of the Company, occurred in the areas of professional fees ($137,000), and salaries and benefits ($132,000).

Provision and Allowance for Loan Losses

The real estate markets in the U.S. have deteriorated at an accelerated pace over recent quarters, resulting in increased credit losses for many financial institutions. Many banks, including Bank of Florida, have taken steps to increase
reserve levels in response to these changing market conditions. Negative trends in general economic conditions, as measured by items such as unemployment rate, home sales and inventory, consumer price index and bankruptcy filings in the national and
local economies, also caused increases in reserve factors used to determine the losses inherent within the loan portfolio. The third quarter provision for loan losses was $6.2 million, an increase of $5.9 million from third quarter 2007. At
September 30, 2008, the loan loss allowance was 1.14% of total loans or 49.1% of the nonperforming loans. There were $5.2 million in net chargeoffs in the third quarter of 2008, resulting in net chargeoffs to average loans of 1.72%. Two large
loans constitute approximately $3.2 million of the charge-offs, both of which are in the Southwest market and had been previously disclosed beginning in the fourth quarter of 2007. The primary factor impacting the amount of these charge-offs is the
continued decline in property values across the Southwest Florida markets. The remaining charge-offs were a combination of smaller loans across various loan categories.

Nine-months Ended September 30, 2008 Compared to Nine-months Ended September 30, 2007

Consolidated net loss for the first nine months of 2008 totaled $3.2 million, $6.9 million or 186.4% less than the same time last year. Top-line revenue increased $438 thousand or 1.2%, primarily driven by $782 thousand greater net interest
income, a result of $215.9 million or 18.0% growth in earning assets and a 59 basis point decrease in the net interest margin to 3.50%.

The $438 thousand increase in top-line revenue against a $4.8 million or 16.9% increase in noninterest expense resulted in an efficiency ratio of 90.8% for the first nine months of the year. The majority of the expense increase relates to
personnel, occupancy and equipment costs, repossession expenses, regulatory assessments, and professional fees. The provision for loan losses increased $6.9 million compared to the same period last year.

Net interest income

Net interest income for
the first nine months of 2008 totaled $33.0 million, up $782 thousand or 2.4% greater than the first nine months of 2007. This improvement is due to $205.3 million increase in average interest earning assets partially offset by a 59 basis point
decline in the net interest margin, to 3.50%. The spread between the yield on interest earning assets narrowed when comparing the nine months ended September 30, 2008 to nine months ended September 30, 2007. Yield on interest earning
assets decreased 115 basis points to 6.67% while cost of funds decreased 92 basis points due to continued competitive pricing on deposits.



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Noninterest income

Noninterest income was $3.5 million in the first nine months of 2008, a $316,000 or 8.3% decrease over the comparable period of 2007. This decline was primarily the result of a $168,000 or 131.2% decrease in secondary
market income and fixed asset dispositions and a $130,000 decline in trust fee income.

Noninterest expense

Noninterest expense totaled $33.1 million for the first nine months of 2008, an increase of 16.9% or $4.8 million compared to the same period of 2007.
Approximately $2.0 million of the increase is explained by higher occupancy and equipment-related expense due to additional space required for business expansion. A total of $929,000 of the increase in noninterest expense between the two periods
occurred in personnel expense. Other increases, which are also attributable to the growth of the Company, occurred in the areas of repossession expenses ($706,000), regulatory assessments ($420,000) and professional fees ($361,000).

Provision and Allowance for Loan Losses

The
provision for loan losses for the first nine months of 2008 was $8.5 million, up $6.9 million (451.0%) from the same period last year. This increase was necessitated primarily by an increased level of net charge-offs due to the continued
weakness in real estate values, primarily within the Companys Southwest Florida markets. There were $8.4 million in net charge-offs during the first nine months of 2008, resulting in a ratio of net charge-offs to average loans of 0.96%
compared to 0.05% net charge-offs for the first nine months of 2007. Five large loans constitute approximately $6.6 million of the charge-offs, the majority of which are in the Southwest Florida market. The primary factor impacting the amount of
these charge-offs is the continued decline in property values across the Southwest Florida markets. The remaining charge-offs were a combination of smaller loans across various loan categories.

There were $29.1 million in nonperforming loans at September 30, 2008 compared to $5.7 million at September 30, 2007. The increase was
primarily caused by the downturn in the residential real estate market which negatively impacted the liquidity of a number of borrowers. The increase was primarily related to twelve commercial relationships totaling $22.3 million. Loans thirty to
eighty-nine days delinquent increased to $37.3 million at September 30, 2008 from $7.4 million at September 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Management

Liquidity management involves monitoring sources and uses of funds in order to meet day-to-day cash flow requirements while maximizing profits. Liquidity
represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Asset liquidity is provided by cash and assets which are readily marketable, which
can be pledged, or which will mature in the near future.

In addition to deposits within its geographic market place, the sources of funds
available to the Banks for lending and other business purposes include loan repayments, sales of loans and securities, borrowings from the Federal Home Loan Bank (FHLB), national market funding sources, and contributions from the Holding Company.
Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by competition, general interest rates and money market conditions. Borrowings may be used on a short-term
basis to compensate for reductions in other sources, such as deposits at less than projected levels and may be used to fund the origination of mortgage loans designated to be sold in the secondary market.

At September 30, 2008, the Company had $108.3 million in outstanding borrowings from the FHLB of its present $256.6 million line, and there was
$205.6 million in other available lines from correspondents.

Management regularly reviews the Banks liquidity position and has
implemented internal policies that establish guidelines for sources of asset-based liquidity and limit the total amount of purchased funds used to support the balance sheet and funding from non-core sources.



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Asset Liability and Interest Rate Risk Management

The objective of the Companys Asset Liability and Interest Rate Risk strategies is to identify and manage the sensitivity of net interest income to
changing interest rates and to minimize the interest rate risk between interest-earning assets and interest-bearing liabilities at various maturities. This is to be done in conjunction with the need to maintain adequate liquidity and the overall
goal of maximizing net interest income.

The Company manages its exposure to fluctuations in interest rates through policies established by
the Asset/Liability Committee (ALCO) of the Bank. The ALCO meets quarterly and has the responsibility for approving asset/liability management policies, formulating and implementing strategies to improve balance sheet positioning and/or
earnings and reviewing the interest rate sensitivity of the Company. ALCO tries to minimize interest rate risk between interest-earning assets and interest-bearing liabilities by attempting to minimize wide fluctuations in net interest income due to
interest rate movements. The ability to control these fluctuations has a direct impact on the profitability of the Company. Management monitors this activity on a regular basis through analysis of its portfolios to determine the difference between
rate sensitive assets and rate sensitive liabilities.

The Companys rate sensitive assets are those earning interest at variable
rates and those with contractual maturities within one year. Rate sensitive assets therefore include both loans and available for sale securities. Rate sensitive liabilities include interest-bearing checking accounts, money market deposit accounts,
savings accounts, time deposits and borrowed funds. The Companys balance sheet is asset-sensitive, meaning that in a given period there will be more assets than liabilities subject to immediate re-pricing as interest rates change in the
market. Because most of the Companys loans are tied to the prime rate, they re-price more rapidly than rate sensitive interest-bearing deposits. During periods of rising rates, this results in increased net interest income. The opposite occurs
during periods of declining rates.

The Company entered into interest rate swaps which provided for the Company to receive payments at a
fixed rate in exchange for paying a floating rate on cash flows from certain loans. Management believes the entering into the interest rate swaps exposed the Company to variability in their fair value due to changes in the level of interest rates.
Management believes that it is prudent to limit the variability in the fair value of a portion of its floating rate loan portfolio. It is the Companys objective to hedge the change in fair value of floating rate loans at coverage levels that
are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this asset to other assets of the Company. To meet this objective, the Company utilizes interest rate swaps
as an asset/liability management strategy to hedge the change in value of the cash flows due to changes in expected interest rate assumptions. These interest rate swap agreements are contracts to make a series of floating rate payments in exchange
for receiving a series of fixed rate payments.

Capital

The Federal Reserve Board and other bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet
exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common stockholders equity, excluding the unrealized gain (loss) on available for
sale securities, minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses subject to certain limitations. An institutions qualifying capital base for purposes of its risk-based capital ratio consists
of the sum of its Tier 1 and Tier 2 capital. Bank holding companies and banks are also required to maintain capital at a minimum level based on total average assets as defined by a leverage ratio.

The regulators define five classifications for measuring capital levels, including well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered (national market) deposits. If
undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

The
Company and subsidiary Banks were all considered well capitalized as of September 30, 2008. The Companys Tier 1 Leverage ratio, Tier 1 risk-based capital ratio and Tier 2 risk-based capital ratio were 9.19%, 9.35% and 11.59%,
respectively, as of September 30, 2008.



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Off-Balance Sheet Financial Instruments

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.
These financial instruments include undisbursed lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the consolidated balance
sheet. The contract or notional amounts of those instruments reflect the extent of the Companys involvement in particular classes of financial instruments.

The Companys exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and undisbursed loans in process is represented by the
contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Undisbursed lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customers
creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the counter party. Standby letters of credit are
conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Management believes that the Company has adequate resources to fund all of its commitments.

A summary of the amounts of the Companys financial instruments, with off-balance sheet risk at September 30, 2008, follows (In thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 3,110  
|Undisbursed lines of credit  |  | $               | 183,423
|Commitments to extend credit |  | $               | 50,020 



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Interest Sensitivity

Market risk is the risk of loss from adverse changes in market prices and interest rates. The
Company currently engages in interest rate swaps. Refer to Note 8 for additional information on Derivative Financial Instruments. An integral component of the Companys interest rate risk management strategy is its ability to use derivative
instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by changes in market interest rates. Examples of derivative instruments that the Company may use as part of its interest rate risk management strategy
include interest rate swaps, interest rate floors, interest rate caps, forward contracts, principal only swaps, options and swaptions. As part of the overall risk management strategy, the Company may enter into forward contracts accounted for as
free-standing derivatives to economically hedge interest rate lock commitments that are also considered freestanding derivatives. When the Company establishes derivative contracts, they are with reputable third parties in order to economically
hedge significant exposures assumed in commercial customer accommodation derivative contracts. Generally, these contracts will have similar terms in order to protect the Company from market volatility. Credit risks may arise from the possible
inability of counterparties to meet the terms of their contracts, which the Company minimizes through approvals, limits and monitoring procedures.

Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking and borrowing activities. The measurement of market risk associated with financial instruments is meaningful only when all related and
offsetting on-and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments as of December 31, 2007, which reflect changes in market prices and
rates, can be found in note 20 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.



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Risk Factors

The following risk factors represent additions to, and should be read in conjunction with, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2007.

The continuation or further deterioration of current economic conditions could adversely impact our business.

In fiscal 2007, and continuing into fiscal 2008, declining real estate prices and economic conditions throughout the United States, particularly in
certain regions in which the Company is active, contributed to an industry-wide increase in borrowers unable to make their loan payments and increased default and foreclosure rates. A significant number of lenders have been forced to recognize
substantial losses and banking regulators have also taken over some banking institutions. In response, financial institutions have tightened their underwriting standards, limiting available sources of credit and liquidity. The competition for
deposits has increased and news reports of bank failures and other problems have directly contributed to depositor unease, including withdrawals. If these negative economic conditions continue or become more widespread, our financial condition could
continue to be adversely affected. In addition, while we have implemented strategies to address the current economic weakness, there is no guarantee that these strategies will be effective and our business may continue to be adversely affected by
economic conditions for an extended period of time.

Current and further deterioration in the real estate market could cause further increases in
delinquencies and non-performing assets, including loan charge-offs, and depress our results of operations.

As of
September 30, 2008, residential real estate secured loans and commercial real estate secured loans comprised 25.5% and 64.2% of our loan portfolio, respectively. Real estate secured loans have been negatively impacted by the economic downturn
and related decrease in real estate values. Continuation of the downturn could further depress our earnings and our financial condition because: an increasing number of borrowers may not be able to repay their loans; the value of the collateral
securing our loans to borrowers may decline further; the quality of our loan portfolio may decline further; and/or customers may not want or need our products and services. Any of these scenarios could cause further increases in delinquencies and
non-performing assets or require us to charge-off a higher percentage of our loans and/or increase substantially our provision for loan losses, any of which would negatively impact our operating results.

An inadequate allowance for loan losses would negatively impact our results of operations.

We are exposed to the risk that our customers will be unable to repay their loans according to their terms and that any collateral securing the payment
of their loans will not be sufficient to avoid losses. Credit losses are inherent in the lending business and could have a material adverse effect on our operating results. Volatility and deterioration in the broader economy may also increase our
risk of credit losses. The determination of an appropriate level of allowance for loan losses is an inherently uncertain process and is based on numerous assumptions. The amount of future losses is susceptible to changes in economic, operating and
other conditions, including changes in interest rates, that may be beyond our control, and charge-offs may exceed current estimates. We evaluate the collectability of our loan portfolio and provide an allowance for loan losses that we believe is
adequate based upon such factors as, including, but not limited to: the risk characteristics of various classifications of loans; previous loan loss experience; specific loans that have loss potential; delinquency trends; the estimated fair market
value of the collateral; current economic conditions; the views of our regulators; and geographic and industry loan concentrations. If any of our evaluations are incorrect and borrower defaults result in losses exceeding our allowance for loan
losses, our results of operations could be significantly and adversely affected. We cannot assure you that our allowance will be adequate to cover loan losses inherent in our portfolio.

Our exposure to credit risk is increased by our commercial real estate, commercial business and construction lending.

Commercial real estate, commercial business and construction lending has historically been considered to be higher credit risk than single-family residential lending. Such loans typically involve larger loan balances
to a single borrower or related borrowers. At September 30, 2008, we had a balance of $602.4 million in commercial real estate loans (including multi-family residential loans), $325.2 million in land and construction loans, and $114.7 million
in commercial and industrial loans.

At September 30, 2008, nonperforming commercial real estate (including multi-family residential
loans), land and construction, and commercial and industrial loans totaled $21.9 million and represented 1.8% of total loans compared to a balance of $6.4 million at December 31, 2007, which represented .6% of total loans. Commercial real
estate loans can be affected by adverse conditions in real estate markets or the economy because commercial real estate borrowers ability to repay their loans depends on successful development of their properties, as well as the



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factors affecting residential real estate borrowers. These loans also involve greater risk because they generally are not fully amortizing over the loan
period, but have a balloon payment due at maturity. A borrowers ability to make a balloon payment typically will depend on being able to either refinance the loan or timely sell the underlying property.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the propertys value at completion of construction equals
or exceeds the cost of the property construction (including interest) and the availability of permanent take-out financing. During the construction phase, a number of factors can result in delays and cost overruns. If our estimate of value is
inaccurate or if actual construction costs exceed estimates, the value of the property securing our loan may be insufficient to ensure full repayment when completed through a permanent loan or by seizure of collateral.

Commercial business loans are typically based on the borrowers ability to repay the loans from the cash flows of their businesses. Such loans may
involve risk because the availability of funds to repay each loan depends substantially on the success of the business itself. In addition, the collateral securing the loans may depreciate over time, be difficult to appraise and liquidate, or
fluctuate in value based on the success of the business.

Because commercial real estate, commercial business and construction loans are
susceptible to a risk of loss during a downturn in the business cycle we cannot assure you that more of these loans will not become nonperforming. The underwriting, review and monitoring performed by our officers and directors cannot eliminate all
of the risks related to these loans.

The need to account for assets at market prices may adversely affect our results of operations.

We report certain assets, including investments and securities, at fair value. Generally, for assets that are reported at fair
value we use quoted market prices or valuation models that utilize market data inputs to estimate fair value. Because we carry these assets on our books at their fair value, we may incur losses even if the asset in question presents minimal credit
risk. Given the continued disruption in the capital markets, we may be required to recognize other-than-temporary impairments in future periods with respect to securities in our portfolio. The amount and timing of any impairment recognized will
depend on the severity and duration of the decline in fair value of the securities and our estimation of the anticipated recovery period.

Net
interest income could be negatively affected by changes in interest rates and the lag in repricing of assets as compared to liabilities.

Our profitability depends to a large extent on the Banks net interest income, which is the difference between income on interest-earning assets such as mortgage loans and investment securities, and expense on interest-bearing
liabilities such as deposits and borrowings. We are affected by changes in general interest rate levels and by other economic factors beyond our control. Our net interest income may be reduced if: (i) more interest-earning assets than
interest-bearing liabilities reprice or mature during a time when interest rates are declining or (ii) more interest-bearing liabilities than interest-earning assets reprice or mature during a time when interest rates are rising.

Changes in the difference between short- and long-term interest rates may also harm our business. For example, short-term deposits may be used to fund
longer-term loans. When differences between short-term and long-term interest rates shrink or disappear, the spread between rates paid on deposits and received on loans could narrow significantly, decreasing our net interest income.

Changes in interest rates could have significant adverse effects on our financial condition and results of operations.

Fluctuations in interest rates could have significant adverse effects on our financial condition and results of operations. We are unable to predict
changes in market interest rates, which are affected by many factors beyond our control including inflation, recession, unemployment, money supply, domestic and international events and changes in financial markets in the United States and in other
countries. Our net interest income is affected not only by the level and direction of interest rates, but also by the shape of the yield curve and relationships between interest sensitive instruments and key driver rates, as well as balance sheet
growth, client loan and deposit preferences and the timing of changes in these variables. In an environment in which interest rates are increasing, our interest costs on liabilities may increase more rapidly than our income on interest-earning
assets. This could result in a deterioration of our net interest margin.

Market risk is the adverse effect on the value of a financial
instrument from a change in interest rates or implied volatility of rates. We manage market risk by establishing and monitoring limits on the types and degree of risk undertaken. Changes in interest rates may have either a positive or negative
effect on the value of a derivative instrument depending on the nature of the derivative instrument.



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Additionally, a substantial and sustained increase in interest rates could harm our ability to originate
loans because refinancing an existing loan or taking out a subordinate mortgage would be less attractive, and qualifying for a loan may be more difficult.



|Item 4. | Controls and Procedures
|------- | -----------------------

(a) Evaluation of Disclosure
Controls and Procedures

Bank of Florida Corporation maintains controls and procedures designed to ensure that information required
to be disclosed in the reports that Bank of Florida Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon managements evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, the Chief Executive Officer and Chief Financial Officer of Bank of Florida Corporation
concluded that, subject to the limitations noted below, Bank of Florida Corporations disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information
required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange
Commissions rules and forms. Our disclosure controls and procedures are designed to provide us with a reasonable assurance that the information required to be disclosed in reports filed with the SEC is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms.

(b) Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Such internal controls over financial reporting were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation
of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial
reporting was effective as of September 30, 2008. Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007 has been audited by Hacker, Johnson & Smith PA, an
independent registered public accounting firm, as stated in their report included in our Form 10-K for the year ended December 31, 2007.

(c)
Changes in Internal Controls

Bank of Florida Corporation has made no significant changes in its internal controls over financial
reporting during the nine months ended September 30, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

(d) Limitations on the Effectiveness of Controls

Our management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bank of Florida Corporation have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

From time-to-time, the Company
may be involved in various legal proceedings arising in the ordinary course of business. Management believes that the ultimate aggregate liabilities arising form these proceedings, if any, will not have a material adverse effect on our financial
condition or results of operations.



|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are filed with the
Securities and Exchange Commission and are incorporated by reference into this Form 10-Q. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The
exhibits which are denominated by a (c.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.) were previously filed as a part of Form S-4 filed with the SEC on
October 3, 2006. The exhibits which are denominated by an (e.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on December 28, 2001, File No. 333-76094. The exhibits
which are denominated by an (f.) were previously filed as part of a Form 10-QSB/A filed on September 10, 2002. The exhibits which are denominated by a (g.) were previously filed as part of a Form 10-Q filed on November 1, 2006. The
exhibits which are denominated by a (h.) were previously filed as part of a Form 10-Q filed on November 9, 2007. The exhibits which are denominated by an (i.) were previously filed as part of a Registration Statement on Form SB-2 filed
with the SEC on September 24, 2004, File No. 333-116833. The exhibits that are denominated by a (j.) were previously filed as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by a (k.) were
previously filed as part of Form 10-Q filed with the SEC on November 3, 2005. The exhibits that are denominated by an (l.) were previously filed as part of Form 10-K filed with the SEC on March 5, 2008. The exhibits that are denominated by
an (m.) were previously filed as part of Schedule DEF 14A filed with the SEC on April 21, 2006. The exhibits that are denominated by an (n.) were previously filed as part of Form 10-K filed with the SEC on March 8, 2007. The exhibits that
are denominated by an (o.) were previously filed as part of Form 10-Q filed with the SEC on August 7, 2008. The exhibit numbers correspond to the exhibit numbers in the referenced document.



|               |  |                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                 
|j.3.1          |  | Amended and Restated Articles of Incorporation                                         
|               | 
|o.3.2          |  | Third Amended and Restated Bylaws dated April 24, 2008                                 
|               | 
|n.3.3          |  | Article of Amendment to Restated Articles of Incorporation dated December 20, 2006     
|               | 
|b.4.1          |  | Specimen Common Stock Certificate                                                      
|               | 
|m.4.2          |  | 2006 Stock Compensation Plan                                                           
|               | 
|b.4.3          |  | Form of Stock Purchase Warrant1999 Offering                                           
|               | 
|e.4.4          |  | Form of Stock Purchase Warrant2002 Offering                                           
|               | 
|i.4.5          |  | Form of Stock Purchase Warrant A 2004 Offering                                        
|               | 
|i.4.6          |  | Form of Stock Purchase Warrant B 2004 Offering                                        
|               | 
|k.10.1         |  | Amended and Restated Employment Agreement of Michael L. McMullan dated February 1, 2005
|               | 
|g.10.2         |  | Change in Control Agreement of Roy N. Hellwege dated September 19, 2006                
|               | 
|g.10.3         |  | Change in Control Agreement of Charles K. Cross dated September 19, 2005               
|               | 
|c.10.4         |  | 1999 Stock Option Plan                                                                 
|               | 
|c.10.5         |  | Form of Incentive Stock Option Agreement                                               
|               | 
|d.10.6         |  | Employment Agreement of Craig D. Sherman dated May 3, 1999                             
|               | 
|f.10.6.1       |  | Amendment to Employment Agreement of Craig Sherman dated July 30, 2001                 
|               | 
|h.10.7         |  | Change in Control Agreement of R. Moyle Fritz, Jr. dated September 20, 2007            



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|        |  |                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------
|        | 
|h.10.8  |  | Change in Control Agreement of Julie W. Husler dated September 20, 2007                                        
|        | 
|f.10.9  |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida                            
|        | 
|h.10.10 |  | Change in Control Agreement of Christopher Willman dated September 24, 2007                                    
|        | 
|h.10.11 |  | Change in Control Agreement of John B. James dated September 17, 2007                                          
|        | 
|l.10.12 |  | Change in Control Agreement of John S. Chaperon dated January 1, 2008                                          
|        | 
|10.13   |  | Change in Control Agreement of John Klumpp dated August 1, 2008                                                
|        | 
|10.14   |  | Change in Control Agreement of Wayne Gilmore dated August 1, 2008                                              
|        | 
|n.10.15 |  | Change in Control Agreement of Roberto Pelaez dated January 2007                                               
|        | 
|10.16   |  | Change in Control Agreement of Charles Tipton dated August 1, 2008                                             
|        | 
|10.17   |  | Change in Control Agreement of Danny E. Morgan dated August 1, 2008                                            
|        | 
|l.10.18 |  | Change in Control Agreement of Tracy L. Keegan dated January 1, 2008                                           
|        | 
|h.14.1  |  | Code of Ethical Conduct (for Principal Executive and Financial Officer) approved on September 20, 2007         
|        | 
|h.14.2  |  | Code of Ethics approved on September 20, 2007                                                                  
|        | 
|21.1    |  | Subsidiaries of the Registrant                                                                                 
|        | 
|31.1    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - President and Chief Executive Officer
|        | 
|31.2    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer              
|        | 
|32.1    |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  President and Chief Executive Officer
|        | 
|32.2    |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Chief Financial Officer              



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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                        |  |                             |  |                                                                     
|----------------------- |  | --------------------------- |  | --------------------------------------------------------------------
|                        |  | BANK OF FLORIDA CORPORATION
|                        |  |                            
|Dated: November 5, 2008 |  | By:                         |  | /s/ Michael L. McMullan                                             
|                        |  |                             |  | Michael L. McMullan                                                 
|                        |  |                             |  | Chief Executive Officer (Principal Executive Officer)               
|                        |  |                            
|Dated: November 5, 2008 |  | By:                         |  | /s/ Tracy L. Keegan                                                 
|                        |  |                             |  | Tracy L. Keegan                                                     
|                        |  |                             |  | Chief Financial Officer (Principal Financial and Accounting Officer)



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