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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 June 30, 2009

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 July 22, 2009 was 12,947,520 shares of $.01 par value common stock.









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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index



|           |  |                                                                                                            |  |     
|---------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                            |  | Page
|PART I.    |  | Financial Information                                                                                      |  |     
|           |  |                                                                                                           
|Item 1.    |  | Financial Statements (Unaudited)                                                                           |  |     
|           |  |                                                                                                           
|           |  | Consolidated Balance Sheets June 30, 2009 and December 31, 2008                                            |  | 1   
|           |  |                                                                                                           
|           |  | Consolidated Statements of Operations - Three and six-months ended June 30, 2009 and 2008                  |  | 2   
|           |  |                                                                                                           
|           |  | Consolidated Statement of Stockholders Equity - Six-months ended June 30, 2009                            |  | 3   
|           |  |                                                                                                           
|           |  | Consolidated Statements of Comprehensive Income (Loss) - Three and six-months ended June 30, 2009 and 2008 |  | 3   
|           |  |                                                                                                           
|           |  | Consolidated Statements of Cash Flows - Six months ended June 30, 2009 and 2008                            |  | 4   
|           |  |                                                                                                           
|           |  | Notes to the Consolidated Financial Statements                                                             |  | 5   
|           |  |                                                                                                           
|           |  | Selected Quarterly Consolidated Financial Data                                                             |  | 22  
|           |  |                                                                                                           
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                       |  |     
|           |  |                                                                                                           
|           |  | Overview                                                                                                   |  | 23  
|           |  |                                                                                                           
|           |  | Critical Accounting Policies                                                                               |  | 23  
|           |  |                                                                                                           
|           |  | Executive Summary                                                                                          |  | 24  
|           |  |                                                                                                           
|           |  | Analysis of Financial Condition                                                                            |  | 24  
|           |  |                                                                                                           
|           |  | Analysis of Results of Operations                                                                          |  | 26  
|           |  |                                                                                                           
|           |  | Allowance for Loan and Lease Losses                                                                        |  | 28  
|           |  |                                                                                                           
|           |  | Liquidity and Capital Resources                                                                            |  | 30  
|           |  |                                                                                                           
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                 |  | 33  
|           |  |                                                                                                           
|Item 4.    |  | Controls and Procedures                                                                                    |  | 33  
|           |  |                                                                                                           
|PART II.   |  | Other Information                                                                                          |  |     
|           |  |                                                                                                           
|Item 1.    |  | Legal Proceedings                                                                                          |  | 34  
|           |  |                                                                                                           
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                        |  | 34  
|           |  |                                                                                                           
|Item 6.    |  | Exhibits                                                                                                   |  | 35  
|           |  |                                                                                                           
|Signatures |  |                                                                                                            |  | 37  



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2009 and December 31, 2008

(In Thousands, except share data)



|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                   |  | June 30,2009 |           |   | December 31,2008 |  
|                                                                                                                                                                                   |  | (Unaudited)  |           |   | (Audited)        |  
|ASSETS                                                                                                                                                                             |  |              |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                                            |  | $            | 38,940    |   |                  | $ | 47,064    |  
|Interest-bearing deposits due from other banks                                                                                                                                     |  |              | 233       |   |                  |   | 561       |  
|Federal funds sold                                                                                                                                                                 |  |              |          |   |                  |   | 313       |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|Total cash and cash equivalents                                                                                                                                                    |  |              | 39,173    |   |                  |   | 47,938    |  
|                                                                                                                                                                                   |  |             
|Securities held to maturity                                                                                                                                                        |  |              | 2,363     |   |                  |   | 3,316     |  
|Securities available for sale                                                                                                                                                      |  |              | 102,459   |   |                  |   | 114,660   |  
|                                                                                                                                                                                   |  |             
|Loans held for investment                                                                                                                                                          |  |              | 1,267,349 |   |                  |   | 1,275,311 |  
|Less: Allowance for loan losses                                                                                                                                                    |  |              | 24,778    |   |                  |   | 29,533    |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|Net loans held for investment                                                                                                                                                      |  |              | 1,242,571 |   |                  |   | 1,245,778 |  
|                                                                                                                                                                                   |  |             
|Restricted securities, Federal Home Loan Bank stock, at cost                                                                                                                       |  |              | 8,467     |   |                  |   | 9,246     |  
|Premises and equipment                                                                                                                                                             |  |              | 28,248    |   |                  |   | 29,501    |  
|Accrued interest receivable                                                                                                                                                        |  |              | 4,656     |   |                  |   | 4,990     |  
|Cash surrender value of life insurance                                                                                                                                             |  |              | 3,601     |   |                  |   | 3,526     |  
|Deferred tax asset                                                                                                                                                                 |  |              | 8,611     |   |                  |   | 9,277     |  
|Goodwill                                                                                                                                                                           |  |              | 61,960    |   |                  |   | 61,960    |  
|Intangible asset                                                                                                                                                                   |  |              | 2,671     |   |                  |   | 2,890     |  
|Foreclosed real estate, net                                                                                                                                                        |  |              | 7,994     |   |                  |   | 4,817     |  
|Other assets                                                                                                                                                                       |  |              | 16,105    |   |                  |   | 11,114    |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                                       |  | $            | 1,528,879 |   |                  | $ | 1,549,013 |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|                                                                                                                                                                                   |  |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                               |  |              |           |   |                  |   |           |  
|                                                                                                                                                                                   |  |             
|Deposits                                                                                                                                                                           |  | $            | 1,167,052 |   |                  | $ | 1,166,282 |  
|Subordinated debt                                                                                                                                                                  |  |              | 16,000    |   |                  |   | 16,000    |  
|Other borrowings                                                                                                                                                                   |  |              | 40,696    |   |                  |   | 20,000    |  
|Federal home loan bank advances                                                                                                                                                    |  |              | 118,466   |   |                  |   | 152,474   |  
|Accrued interest payable                                                                                                                                                           |  |              | 2,009     |   |                  |   | 2,286     |  
|Accrued expenses and other liabilities                                                                                                                                             |  |              | 3,853     |   |                  |   | 1,992     |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|TOTAL LIABILITIES                                                                                                                                                                  |  |              | 1,348,076 |   |                  |   | 1,359,034 |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|                                                                                                                                                                                   |  |             
|Stockholders Equity:                                                                                                                                                              |  |              |           |   |                  |   |           |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at June 30, 2009 and
December 31, 2008, respectively                   |  |              |          |   |                  |   |          |  
|Series B Preferred stock, par value $.01 per share, 520 shares designated, 141 and 0 shares issued and outstanding at June 30, 2009 and
December 31, 2008, respectively            |  |              | 3,525     |   |                  |   |          |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2009
and December 31, 2008, respectively         |  |              |          |   |                  |   |          |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,947,520 and 12,779,020 shares issued and outstanding at June 30,
2009 and December 31, 2008, respectively |  |              | 130       |   |                  |   | 128       |  
|Additional paid-in capital                                                                                                                                                         |  |              | 200,615   |   |                  |   | 199,862   |  
|Restricted stock, 168,500 common shares                                                                                                                                            |  |              | (559      | ) |                  |   |          |  
|Accumulated deficit                                                                                                                                                                |  |              | (25,903   | ) |                  |   | (15,030   | )
|Accumulated other comprehensive income                                                                                                                                             |  |              | 2,995     |   |                  |   | 5,019     |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                         |  |              | 180,803   |   |                  |   | 189,979   |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  
|                                                                                                                                                                                   |  |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  | $            | 1,528,879 |   |                  | $ | 1,549,013 |  
|                                                                                                                                                                                   |  |              |           |   |                  |   |           |  

See accompanying notes to consolidated financial statements.



1



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six-Months Ended June 30, 2009 and 2008

(In Thousands, except share data, unaudited)



|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|--------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                    |  | Three-months ended June 30, |            |   | Six-months ended June 30, |  
|                                                    |  | 2009                        |            |   | 2008                      |   |            | 2009 |  |   | 2008       |  
|INTEREST INCOME                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Interest and fees on loans                          |  | $                           | 16,717     |   |                           | $ | 19,634     |      |  | $ | 34,016     |   |  | $ | 39,827     |  
|Interest on securities and other                    |  |                             | 1,352      |   |                           |   | 1,360      |      |  |   | 2,847      |   |  |   | 2,091      |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|TOTAL INTEREST INCOME                               |  |                             | 18,069     |   |                           |   | 20,994     |      |  |   | 36,863     |   |  |   | 41,918     |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|INTEREST EXPENSE                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Interest on deposits                                |  |                             | 7,127      |   |                           |   | 7,822      |      |  |   | 14,814     |   |  |   | 16,131     |  
|Interest on Federal Home Loan Bank advances         |  |                             | 1,375      |   |                           |   | 1,629      |      |  |   | 2,740      |   |  |   | 3,242      |  
|Interest on subordinated debt                       |  |                             | 132        |   |                           |   | 196        |      |  |   | 280        |   |  |   | 466        |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|TOTAL INTEREST EXPENSE                              |  |                             | 8,634      |   |                           |   | 9,647      |      |  |   | 17,834     |   |  |   | 19,839     |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|NET INTEREST INCOME                                 |  |                             | 9,435      |   |                           |   | 11,347     |      |  |   | 19,029     |   |  |   | 22,079     |  
|                                                    |  |                             |            |  
|PROVISION FOR LOAN LOSSES                           |  |                             | 9,764      |   |                           |   | 1,585      |      |  |   | 16,457     |   |  |   | 2,273      |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | (329       | ) |                           |   | 9,762      |      |  |   | 2,572      |   |  |   | 19,806     |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|NONINTEREST INCOME                                  |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Service charges and fees                            |  |                             | 560        |   |                           |   | 491        |      |  |   | 1,033      |   |  |   | 985        |  
|Trust fees                                          |  |                             | 574        |   |                           |   | 679        |      |  |   | 1,228      |   |  |   | 1,418      |  
|Gain (loss) on sale of assets, net                  |  |                             | 191        |   |                           |   | (121       | )    |  |   | 220        |   |  |   | (59        | )
|Gain on sale of investment securities, net          |  |                             | 1,351      |   |                           |   |           |      |  |   | 1,351      |   |  |   |           |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|TOTAL NONINTEREST INCOME                            |  |                             | 2,676      |   |                           |   | 1,049      |      |  |   | 3,832      |   |  |   | 2,344      |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|NONINTEREST EXPENSES                                |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Salaries and employee benefits                      |  |                             | 5,460      |   |                           |   | 5,327      |      |  |   | 10,671     |   |  |   | 10,822     |  
|Occupancy                                           |  |                             | 1,888      |   |                           |   | 1,707      |      |  |   | 3,657      |   |  |   | 3,427      |  
|Equipment rental, depreciation and maintenance      |  |                             | 812        |   |                           |   | 854        |      |  |   | 1,649      |   |  |   | 1,667      |  
|Data processing                                     |  |                             | 749        |   |                           |   | 581        |      |  |   | 1,334      |   |  |   | 1,152      |  
|Stationary, postage and office supplies             |  |                             | 145        |   |                           |   | 227        |      |  |   | 299        |   |  |   | 456        |  
|Professional fees                                   |  |                             | 592        |   |                           |   | 475        |      |  |   | 1,075      |   |  |   | 985        |  
|Advertising, marketing and public relations         |  |                             | 123        |   |                           |   | 124        |      |  |   | 341        |   |  |   | 311        |  
|Other                                               |  |                             | 2,935      |   |                           |   | 1,475      |      |  |   | 4,709      |   |  |   | 2,897      |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|TOTAL NONINTEREST EXPENSES                          |  |                             | 12,704     |   |                           |   | 10,770     |      |  |   | 23,735     |   |  |   | 21,717     |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|(LOSS) INCOME BEFORE INCOME TAXES                   |  |                             | (10,357    | ) |                           |   | 41         |      |  |   | (17,331    | ) |  |   | 433        |  
|                                                    |  |                             |            |  
|Income taxes                                        |  |                             | (3,857     | ) |                           |   | 37         |      |  |   | (6,458     | ) |  |   | 196        |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET (LOSS) INCOME                                   |  | $                           | (6,500     | ) |                           | $ | 4          |      |  | $ | (10,873    | ) |  | $ | 237        |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                    |  |                             |            |  
|NET (LOSS) INCOME PER SHARE: BASIC                  |  | $                           | (0.51      | ) |                           | $ | 0.00       |      |  | $ | (0.85      | ) |  | $ | 0.02       |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET (LOSS) INCOME PER SHARE: DILUTED                |  | $                           | (0.51      | ) |                           | $ | 0.00       |      |  | $ | (0.85      | ) |  | $ | 0.02       |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|WEIGHTED-AVERAGE SHARES OUTSTANDING: BASIC          |  |                             | 12,779,020 |   |                           |   | 12,779,020 |      |  |   | 12,779,020 |   |  |   | 12,779,020 |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|WEIGHTED-AVERAGE SHARES OUTSTANDING: DILUTED        |  |                             | 12,779,020 |   |                           |   | 12,779,020 |      |  |   | 12,779,020 |   |  |   | 12,779,020 |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|DIVIDENDS PER SHARE                                 |  | $                           |           |   |                           | $ |           |      |  | $ |           |   |  | $ |           |  
|                                                    |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

Six-Months Ended June 30, 2009 (unaudited)

(In Thousands, except share and per share data)



|                                                                   |  |                 |  |              |       |                          |            |                 |   |     |                    |   |         |                                     |   |      |       |  |   |         |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------ |  | --------------- |  | ------------ | ----- | ------------------------ | ---------- | --------------- | - | --- | ------------------ | - | ------- | ----------------------------------- | - | ---- | ----- |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                   |  |                 |  |              |       | AdditionalPaid-InCapital |            | RestrictedStock |   |     | AccumulatedDeficit |   |         | AccumulatedOtherComprehensiveIncome |   |      | Total | 
|                                                                   |  | Preferred Stock |  | Common Stock |       |                          |            |                 |  
|                                                                   |  | Shares          |  | Amount       |       | Shares                   |            | Amount          |   |     |                    |   |        
|Balance, December 31, 2008                                         |  |                |  | $            |      |                          | 12,779,020 |                 | $ | 128 |                    | $ | 199,862 |                                     |   |     |       |  | $ | (15,030 | ) |  | $ | 5,019  |   |  | $ | 189,979 |  
|                                                                   |  |                 |  |              |       |                          |            |                 |  
|Net loss                                                           |  |                 |  |              |       |                          |            |                 |   |     |                    |   |         |                                     |   |      |       |  |   | (10,873 | ) |  |   |       |   |  |   | (10,873 | )
|Paid-in-capital from stock compensation expense                    |  |                |  |              |      |                          |           |                 |   |    |                    |   | 123     |                                     |   | 73   |       |  |   |        |   |  |   |       |   |  |   | 196     |  
|                                                                   |  |                 |  |              |       |                          |            |                 |  
|Preferred stock issued                                             |  | 141             |  |              | 3,525 |                          |            |                 |   |     |                    |   |         |                                     |   |      |       |  |   |         |   |  |   |        |   |  |   | 3,525   |  
|                                                                   |  |                 |  |              |       |                          |            |                 |  
|Common stock issued                                                |  |                |  |              |      |                          | 168,500    |                 |   | 2   |                    |   | 630     |                                     |   | (632 | )     |  |   |        |   |  |   |       |   |  |   |        |  
|Changes in fair value of interest rate swap, net of tax            |  |                |  |              |      |                          |           |                 |   |    |                    |   |        |                                     |   |     |       |  |   |        |   |  |   | (826   | ) |  |   | (826    | )
|Changes in fair value on available-for-sale securities, net of tax |  |                |  |              |      |                          |           |                 |   |    |                    |   |        |                                     |   |     |       |  |   |        |   |  |   | (1,198 | ) |  |   | (1,198  | )
|                                                                   |  |                 |  |              |       |                          |            |                 |   |     |                    |   |         |                                     |   |      |       |  |   |         |   |  |   |        |   |  |   |         |  
|                                                                   |  |                 |  |              |       |                          |            |                 |  
|Balance, June 30, 2009                                             |  | 141             |  | $            | 3,525 |                          | 12,947,520 |                 | $ | 130 |                    | $ | 200,615 |                                     | $ | (559 | )     |  | $ | (25,903 | ) |  | $ | 2,995  |   |  | $ | 180,803 |  
|                                                                   |  |                 |  |              |       |                          |            |                 |   |     |                    |   |         |                                     |   |      |       |  |   |         |   |  |   |        |   |  |   |         |  

See accompanying notes to consolidated financial statements.

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands, unaudited)



|                                                                                                                                           |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                                                                                                           |  | Three-months ended June 30, |        |   | Six-months ended June 30, |  
|                                                                                                                                           |  | 2009                        |        |   | 2008                      |   |        | 2009 |  |   | 2008    |  
|Net (loss) income                                                                                                                          |  | $                           | (6,500 | ) |                           | $ | 4      |      |  | $ | (10,873 | ) |  | $ | 237    |  
|Other comprehensive income:                                                                                                                |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|Unrealized losses on available-for-sale securities:                                                                                        |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|Unrealized holding losses arising during the period, net of income tax benefit of $1,110, $1,249, $722 and $1,115,
respectively            |  |                             | (1,842 | ) |                           |   | (2,039 | )    |  |   | (1,198  | ) |  |   | (1,819 | )
|Unrealized (losses) gains on interest rate swap:                                                                                           |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|Unrealized holding (losses) gains arising during the period, net of income taxes (benefit) of ($500), ($654), ($498), and $8, respectively |  |                             | (829   | ) |                           |   | (1,068 | )    |  |   | (826    | ) |  |   | 13     |  
|                                                                                                                                           |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  
|                                                                                                                                           |  |                             |        |  
|Comprehensive (loss) income                                                                                                                |  | $                           | (9,171 | ) |                           | $ | (3,103 | )    |  | $ | (12,897 | ) |  | $ | (1,569 | )
|                                                                                                                                           |  |                             |        |   |                           |   |        |      |  |   |         |   |  |   |        |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six-Months Ended June 30, 2009 and 2008

(In Thousands)



|                                                                                            |  |                                      |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                            |  | (unaudited)Six-Months Ended June 30, |         
|                                                                                            |  | 2009                                 |          |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                      |          |   |      |   |          |  
|Net (loss) income                                                                           |  | $                                    | (10,873  | ) |      | $ | 237      |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                      |          |   |      |   |          |  
|Depreciation and amortization                                                               |  |                                      | 1,571    |   |      |   | 1,542    |  
|Provision for loan losses                                                                   |  |                                      | 16,457   |   |      |   | 2,273    |  
|Accretion of deferred loan fees and costs, net                                              |  |                                      | (213     | ) |      |   | (675     | )
|Amortization of premiums and discounts on investments, net                                  |  |                                      | 17       |   |      |   | (58      | )
|(Gain) loss on sale of assets, net                                                          |  |                                      | (1,334   | ) |      |   | 59       |  
|Originations of loans held for sale                                                         |  |                                      | (8,681   | ) |      |   | (25,577  | )
|Proceeds from sale of loans held for sale                                                   |  |                                      | 8,694    |   |      |   | 37,181   |  
|Amortization of intangible assets                                                           |  |                                      | 219      |   |      |   | 264      |  
|Decrease (Increase) in accrued interest receivable                                          |  |                                      | 334      |   |      |   | 469      |  
|Deferred income taxes                                                                       |  |                                      | 1,885    |   |      |   | 959      |  
|Increase in cash surrender value of bank-owned life insurance                               |  |                                      | (75      | ) |      |   | (69      | )
|(Increase) Decrease in other assets                                                         |  |                                      | (6,313   | ) |      |   | (1,883   | )
|Stock compensation expense                                                                  |  |                                      | 196      |   |      |   | 130      |  
|Decrease in accrued interest payable                                                        |  |                                      | (277     | ) |      |   | (48      | )
|Increase (Decrease) in accrued expenses and other liabilities                               |  |                                      | 1,861    |   |      |   | 424      |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   |  |                                      | 3,468    |   |      |   | 15,228   |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|                                                                                            |  |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                                      |          |   |      |   |          |  
|Net increase in loans held for investment                                                   |  |                                      | (19,369  | ) |      |   | (61,580  | )
|Purchase of securities available for sale                                                   |  |                                      | (60,122  | ) |      |   | (67,822  | )
|Purchase of FHLB stock                                                                      |  |                                      | (2,271   | ) |      |   | (18,720  | )
|Proceeds from sale of FHLB stock                                                            |  |                                      | 3,050    |   |      |   | 17,924   |  
|Proceeds from sale of available for sale securities                                         |  |                                      | 53,992   |   |      |   |         |  
|Proceeds from maturing securities and principal payments on available for sale securities   |  |                                      | 18,461   |   |      |   | 10,430   |  
|Proceeds from sale of foreclosed real estate                                                |  |                                      | 3,361    |   |      |   | 1,494    |  
|Purchase of premises and equipment, net                                                     |  |                                      | (318     | ) |      |   | (2,324   | )
|                                                                                            |  |                                      |          |   |      |   |          |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |                                      | (3,216   | ) |      |   | (120,598 | )
|                                                                                            |  |                                      |          |   |      |   |          |  
|                                                                                            |  |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                                      |          |   |      |   |          |  
|Net increase in deposits                                                                    |  |                                      | 770      |   |      |   | 75,292   |  
|Proceeds from other borrowings                                                              |  |                                      | 511,620  |   |      |   | 20,000   |  
|Repayment of other borrowings                                                               |  |                                      | (490,924 | ) |      |   | (250     | )
|Proceeds from FHLB Advances                                                                 |  |                                      | 61,778   |   |      |   | 619,000  |  
|Repayment of FHLB Advances                                                                  |  |                                      | (95,786  | ) |      |   | (608,808 | )
|Issuance of Series B preferred stock                                                        |  |                                      | 3,525    |   |      |   |         |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                                         |  |                                      | (9,017   | ) |      |   | 105,234  |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|                                                                                            |  |                                     
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS:             |  |                                      | (8,765   | ) |      |   | (136     | )
|Beginning of period                                                                         |  |                                      | 47,938   |   |      |   | 17,388   |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|End of period                                                                               |  | $                                    | 39,173   |   |      | $ | 17,252   |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|                                                                                            |  |                                     
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                            |  |                                      |          |   |      |   |          |  
|Cash paid during the period for:                                                            |  |                                      |          |   |      |   |          |  
|Interest                                                                                    |  | $                                    | 18,111   |   |      | $ | 19,886   |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|Income taxes                                                                                |  | $                                    |         |   |      | $ | 380      |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|                                                                                            |  |                                     
|Noncash Transactions:                                                                       |  |                                      |          |   |      |   |          |  
|Unrealized holding loss on securities available-for-sale                                    |  | $                                    | (1,198   | ) |      | $ | (1,819   | )
|                                                                                            |  |                                      |          |   |      |   |          |  
|Unrealized holding (loss) gain on derivatives                                               |  | $                                    | (826     | ) |      | $ | 13       |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|Decrease in Goodwill                                                                        |  | $                                    |         |   |      | $ | (242     | )
|                                                                                            |  |                                      |          |   |      |   |          |  
|Transfer of Loans to Other Real Estate Owned                                                |  | $                                    | 6,332    |   |      | $ | 554      |  
|                                                                                            |  |                                      |          |   |      |   |          |  
|Transfer of Loans to Loans Held for Sale                                                    |  | $                                    |         |   |      | $ | 17,742   |  
|                                                                                            |  |                                      |          |   |      |   |          |  

See accompanying notes to 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

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 (Trust Company). All significant
intercompany balances and transactions have been eliminated. The Company operates in one reportable segment, Banking and Related Services.

The Companys primary source of income is from the Banks and the Trust Company. The Banks provide a broad range of commercial and consumer banking services primarily within the Naples, Ft. Myers, Ft. Lauderdale, Palm Beach, Miami-Dade
and Tampa Bay areas of Florida. The Banks are subject to regulation by both the Florida Department of Financial Services and the Federal Deposit Insurance Corporation.

The Trust Company offers investment management, trust administration, estate planning, and financial planning services. The assets under advice of 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.

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 June 30, 2009 and December 31, 2008,
and the results of operations for the three and six-month periods ended June 30, 2009 and 2008, the cash flows for the six months ended June 30, 2009 and 2008, and the stockholders equity for the six months ended June 30, 2009.

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. Management has evaluated subsequent events for potential recognition or
disclosure in the financial statements through August 7, 2009. The Companys significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in its 2008 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 2008 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, 2009 or any other interim
period.

Reclassifications:

Certain
reclassifications have been made to prior period financial statements to conform to the June 30, 2009 financial statement presentation. These reclassifications only changed the reporting categories but did not affect our results of operations
or financial position.



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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

The Company has a stock option plan which 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 exercise price of the stock options may not
be less than the book value of common stock on the date the option is granted. 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 June 30, 2009, there
were 519,343 shares available for grant under the Plan.

The total fair value of shares vested and recognized as compensation expense for
the three months ended June 30, 2009 and 2008 was $53,000 and $60,000, respectively. The total fair value of shares vested and recognized as compensation expense for the six-months ended June 30, 2009 and 2008 was $121,000 and $130,000,
respectively. There was no associated tax benefit recognized in connection with these incentive stock options. As of June 30, 2009, the Company had 98,730 nonvested options outstanding and there was $648,000 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 December 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 determined the estimated useful life of options issued 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 six months ended June 30, 2009 was $3.54 on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:



|                        |  |                                    |   |  |                                  |   |  |         |   |  |         |  
|----------------------- |  | ---------------------------------- | - |  | -------------------------------- | - |  | ------- | - |  | ------- | -
|                        |  | For the three monthsended
June 30, |   |  | For the six monthsended June 30, |  
|                        |  | 2009                               |   |  | 2008                             |   |  | 2009    |   |  | 2008    |  
|Expected dividend yield |  | 0.00                               | % |  | 0.00                             | % |  | 0.00    | % |  | 0.00    | %
|                        |  |                                    |   | 
|Expected volatility     |  | 122.83                             | % |  | 59.83                            | % |  | 122.83  | % |  | 57.63   | %
|                        |  |                                    |   | 
|Risk free interest rate |  | 3.29                               | % |  | 3.77                             | % |  | 3.29    | % |  | 3.44    | %
|                        |  |                                    |   | 
|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 six months ended June 30, 2009
and 2008. 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, 2008  |  | 617,671            |   |  | $                                     | 14.71 |                          |           |                                       |   |  
|Granted                    |  | 4,000              |   |  |                                       | 3.90  |                          |           |                                       |   |  
|Exercised                  |  |                   |   |  |                                       |      |                          |           |                                       |   |  
|Forfeited                  |  | (49,867            | ) |  |                                       | 14.19 |                          |           |                                       |   |  
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  
|Balance, June 30, 2009     |  | 571,804            |   |  | $                                     | 14.68 |                          | 5.1 years |                                       | $ | 
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  
|Exercisable, June 30, 2009 |  | 473,074            |   |  | $                                     | 14.87 |                          | 4.4 years |                                       | $ | 
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  

The Company granted restricted stock for 176,500 shares to senior officers as of March 16,
2009. The stock may vest in installments or in total upon satisfaction of the stipulated conditions. If the restrictions are not satisfied, the shares are forfeited and again become available under the 2006 Stock Compensation Plan. All shares of
restricted stock will be held by the Company until the restrictions are satisfied. The grants are divided into the following three categories: restricted shares vesting in one year (31,500 shares), performance based restricted shares vesting over
three years and upon the Companys achieving certain performance goals (63,000 shares) and restricted shares vesting over five years (82,000 shares). There were 168,500 nonvested shares of restricted stock as of June 30, 2009 and 8,000
shares of restricted stock were forfeited upon the cessation of one officers employment. Compensation expense totaling $61,000 and $73,000, or $3.75 per share, was recognized during the three and six months ended June 30, 2009 in
connection with restricted stock.

The Company has also issued warrants to certain members of the Boards of Directors and Advisory Boards
of the Company and its subsidiaries. Of the 101,520 warrants granted in the second quarter, 73,440 were removed from the stock option plan. At June 30, 2009 and December 31, 2008 warrants to purchase 246,651 and 145,131 common shares,
respectively, at an average exercise price of $8.21 and $11.52, respectively, were outstanding. All of the 246,651 warrants were fully vested at June 30, 2009. Compensation expense totaling $2,000 and $4,000 was recognized during the six months
ended June 30, 2009 and 2008, respectively, in connection with certain of these warrants (in thousands, except per share data).



|                          |  |                     |  |                                       |      
|------------------------- |  | ------------------- |  | ------------------------------------- | -----
|                          |  | WARRANTSOUTSTANDING |  | WEIGHTEDAVERAGEWARRANT PRICEPER SHARE
|Balance December 31, 2008 |  | 145,131             |  | $                                     | 11.52
|Granted                   |  | 101,520             |  |                                       | 3.47 
|Exercised                 |  |                    |  |                                       |     
|Forfeited                 |  |                    |  |                                       |     
|                          |  |                     |  |                                       |      
|Balance, June 30, 2009    |  | 246,651             |  | $                                     | 8.21 
|                          |  |                     |  |                                       |      



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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 June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). This statement amends certain requirements of
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information
to users of financial statements. This Statement shall be effective as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter with earlier application prohibited. Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement
No. 140.The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides. This Statement must be applied as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter with earlier application prohibited. This
Statement must be applied to transfers occurring on or after 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 May 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events. SFAS No. 165
establishes principles and requirements for subsequent events, setting forth the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity shall make about events or
transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The adoption of SFAS no. 165 did not have a material
effect on the Companys consolidated financial condition or results of operations.

In April 2009, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly.This FSP provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying
circumstances that indicate a transaction is not orderly, emphasizing that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective
of a fair value measurement remains the same. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, and early adoption is permitted for periods ending after March 15, 2009. The adoption of FSP 157-4 did
not have a material effect on the Companys consolidated financial condition or results of operations.

In April 2009, the FASB issued
FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments.This FSP requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP is effective for interim reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of FSP 107-1 and APB 28-1 did not have a material effect on the Companys consolidated financial condition or results of operations.



8



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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 April 2009, the FASB issued FSP 115-2 and 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments.This FSP addresses the unique features of debt securities and clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily
impaired. This FSP expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities. This FSP does not amend existing recognition and measurement guidance for other-than-temporary
impairments. The FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009 is
not permitted. The adoption of FSP 115-2 and 124-2 did not have a material effect on the Companys consolidated financial condition or results of operations.

In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies. This FSP amends and clarifies FASB Statement
No. 141 (revised 2007), Business Combinations,to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure
of assets and liabilities arising from contingencies in a business combination. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. The adoption of 141(R)-1 did not have a material effect on the Companys consolidated financial condition or results of operations.

In January 2009, the FASB issued FSP No. 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the
impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets, to achieve
more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities,and other related guidance. This FSP is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied
prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The adoption of FSP No. 99-20-1 did not have a material effect on the Companys consolidated financial condition or results of
operations.



9



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 4Securities

The amortized cost, gross unrealized gains and losses and estimated fair value of securities available for sale shown in the consolidated balance sheets are as follows (In thousands):



|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|---------------------------------------------- |  | ------------- | ------- | ---------------- | ------ | ----- | ------------------- | - | ---- | - |  | - | -------
|                                               |  | AmortizedCost |         | Gross Unrealized |        |       | EstimatedFair Value
|                                               |  |               | Gains   |                  | Losses |       |                    
|At June 30, 2009                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Available for sale securities:                 |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Mortgage-backed securities                     |  | $             | 100,825 |                  | $      | 1,243 |                     | $ | (200 | ) |  | $ | 101,868
|U.S. Treasury and government agency securities |  |               | 609     |                  |        | 3     |                     |   | (21  | ) |  |   | 591    
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Total securities available for sale            |  | $             | 101,434 |                  | $      | 1,246 |                     | $ | (221 | ) |  | $ | 102,459
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|                                               |  |               |         |                 
|Securities held to maturity                    |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|U.S. Treasury and government agency securities |  | $             | 25      |                  | $      |      |                     | $ |     |   |  | $ | 25     
|U.S. and political subdivisions                |  |               | 2,162   |                  |        | 20    |                     |   | (71  | ) |  |   | 2,111  
|Equity securities                              |  |               | 76      |                  |        |      |                     |   |     |   |  |   | 76     
|Collateralized debt securities                 |  |               | 100     |                  |        |      |                     |   |     |   |  |   | 100    
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Total securities held to maturity              |  | $             | 2,363   |                  | $      | 20    |                     | $ | (71  | ) |  | $ | 2,312  
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|                                               |  |               |         |                 
|Total securities                               |  | $             | 103,797 |                  | $      | 1,266 |                     | $ | (292 | ) |  | $ | 104,771
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|                                               |  |               |        
|                                               |  | AmortizedCost |         | Gross Unrealized |        |       | EstimatedFair Value
|                                               |  |               | Gains   |                  | Losses |       |                    
|At December 31, 2008                           |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Available for sale securities:                 |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Mortgage-backed securities                     |  | $             | 111,115 |                  | $      | 2,932 |                     | $ | (2   | ) |  | $ | 114,045
|U.S. Treasury and government agency securities |  |               | 600     |                  |        | 15    |                     |   |     |   |  |   | 615    
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|Total securities available for sale            |  | $             | 111,715 |                  | $      | 2,947 |                     | $ | (2   | ) |  | $ | 114,660
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|                                               |  |               |         |                 
|Securities held to maturityOther Bonds        |  | $             | 3,316   |                  | $      | 11    |                     | $ | (187 | ) |  | $ | 3,140  
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        
|                                               |  |               |         |                 
|Total securities                               |  | $             | 115,031 |                  | $      | 2,958 |                     | $ | (189 | ) |  | $ | 117,800
|                                               |  |               |         |                  |        |       |                     |   |      |   |  |   |        

Proceeds from sales of securities available for sale for the six months ended June 30, 2009
totaled $53,992,000 and related gains on sale of $1,114,000 were recognized.

There were securities pledged with approximate market values
of $23,316,000, $9,499,000, $1,708,000, $1,001,000, $100,000 and $10,000 as collateral to Citigroup Repo, collateral for Silverton Bank Fed Funds line, Internal Sweep Account, State of Florida, Federal Reserve and the US Trustee, respectively, as of
June 30, 2009.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently
when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer,
and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At June 30, 2009, there were twelve out of fifty three securities at a loss position. The unrealized losses on investment securities available for
sale were caused by interest rate changes. It is expected that the securities would not be settled at a price less than the par value of the investments. Because the decline in fair value is attributable to changes in interest rates and
not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 4Securities (Contd)



Information pertaining to securities with gross unrealized losses at June 30, 2009, aggregated by investment category
and length of time that individual securities have been in a continuous loss position, is as follows (In thousands):



|                                                |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    
|----------------------------------------------- |  | ----------------------- | ---- | ------------------ | ---------- | - | --------------------- |  | - | ---------- | - |  | - | ---
|                                                |  | Less Than Twelve Months |      | Over Twelve Months
|                                                |  | GrossUnrealizedLosses   |      |                    | Fair Value |   | GrossUnrealizedLosses |  |   | Fair Value
|                                                |  |                         |      |                   
|Securities available for sale:                  |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    
|Mortgage-backed securities                      |  | $                       | (200 | )                  |            | $ | 15,247                |  | $ |           |   |  | $ |   
|U.S. Treasury and other U.S. agency obligations |  |                         | (21  | )                  |            |   | 456                   |  |   |           |   |  |   |   
|                                                |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    
|Total securities available for sale             |  | $                       | (221 | )                  |            | $ | 15,703                |  | $ |           |   |  | $ |   
|                                                |  |                         |      |                   
|Securities held to maturity:                    |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    
|U.S. and political subdivisions                 |  |                         | (30  | )                  |            |   | 1,202                 |  |   | (41        | ) |  |   | 364
|                                                |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    
|Total securities held to maturity               |  | $                       | (30  | )                  |            | $ | 1,202                 |  |   | (41        | ) |  |   | 364
|                                                |  |                         |      |                   
|Total securities                                |  | $                       | (251 | )                  |            | $ | 16,905                |  | $ | (41        | ) |  | $ | 364
|                                                |  |                         |      |                    |            |   |                       |  |   |            |   |  |   |    

Information pertaining to securities with gross unrealized losses at December 31, 2008,
aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows (In thousands):



|                                        |  |                         |      |   |            |   |      
|--------------------------------------- |  | ----------------------- | ---- | - | ---------- | - | -----
|                                        |  | Less Than Twelve Months
|                                        |  | GrossUnrealizedLosses   |      |   | Fair Value
|                                        |  |                        
|Securities available for sale          |  |                         |      |   |            |   |      
|Mortgage-backed securities              |  | $                       | (2   | ) |            | $ | 161  
|                                        |  |                        
|Securities held to maturityOther Bonds |  |                         | (187 | ) |            |   | 1,736
|                                        |  |                         |      |   |            |   |      
|                                        |  |                        
|Total securities                        |  | $                       | (189 | ) |            | $ | 1,897
|                                        |  |                         |      |   |            |   |      



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 4Securities (Contd)



Expected maturities of investment securities may differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties. Periodic payments are received of mortgage-backed securities based on the payment patterns of the underlying collateral. As of June 30, 2009, the amortized cost and
estimated fair value of investment securities, by contractual maturities, are as follows (In thousands):



|                                        |  |               |         |            |   |        
|--------------------------------------- |  | ------------- | ------- | ---------- | - | -------
|                                        |  | AmortizedCost |         | Fair Value
|Securities available for sale:          |  |               |         |            |   |        
|Due less than one year                  |  | $             | 109     |            | $ | 110    
|Due after ten years                     |  |               | 500     |            |   | 481    
|                                        |  |               |         |            |   |        
|Subtotal                                |  |               | 609     |            |   | 591    
|Mortgage-backed securities              |  |               | 100,825 |            |   | 101,868
|                                        |  |               |         |            |   |        
|Totals                                  |  | $             | 101,434 |            | $ | 102,459
|                                        |  |               |         |            |   |        
|                                        |  |              
|                                        |  | AmortizedCost |         | Fair Value
|Securities held to maturity:            |  |               |         |            |   |        
|Due less than one year                  |  | $             | 25      |            | $ | 25     
|Due after one through five years        |  |               | 238     |            |   | 255    
|Due after five through ten years        |  |               | 125     |            |   | 118    
|Due after ten years                     |  |               | 1,799   |            |   | 1,738  
|                                        |  |               |         |            |   |        
|Subtotal                                |  |               | 2,187   |            |   | 2,136  
|Collateralized debt & equity securities |  |               | 176     |            |   | 176    
|                                        |  |               |         |            |   |        
|Totals                                  |  | $             | 2,363   |            | $ | 2,312  
|                                        |  |               |         |            |   |        



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 5Loans

The composition of the loan portfolio at June 30, 2009 and December 31, 2008 is as follows (In thousands):



|                                      |  |              |           |   |                  |   |           |  
|------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | -
|                                      |  | June 30,2009 |           |   | December 31,2008 |  
|                                      |  |             
|Real estate:                          |  |              |           |   |                  |   |           |  
|Commercial real estate                |  | $            | 620,956   |   |                  | $ | 576,486   |  
|Land and construction                 |  |              | 280,544   |   |                  |   | 318,607   |  
|One-to-four family residential        |  |              | 166,690   |   |                  |   | 163,143   |  
|Multi-family                          |  |              | 29,392    |   |                  |   | 42,539    |  
|                                      |  |              |           |   |                  |   |           |  
|Total real estate loans               |  | $            | 1,097,582 |   |                  | $ | 1,100,775 |  
|Commercial and industrial loans       |  |              | 112,804   |   |                  |   | 118,883   |  
|Lines of credit                       |  |              | 45,231    |   |                  |   | 44,681    |  
|Consumer loans                        |  |              | 13,169    |   |                  |   | 12,646    |  
|                                      |  |              |           |   |                  |   |           |  
|Total gross loans held for investment |  |              | 1,268,786 |   |                  |   | 1,276,985 |  
|Less: allowance for loan losses       |  |              | (24,778   | ) |                  |   | (29,533   | )
|Less: deferred loan fees, net         |  |              | (1,437    | ) |                  |   | (1,674    | )
|                                      |  |              |           |   |                  |   |           |  
|Total loans held for investment, net  |  | $            | 1,242,571 |   |                  | $ | 1,245,778 |  
|                                      |  |              |           |   |                  |   |           |  

A loan is considered impaired when, based on current information and events, it is probable that
the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific impairment on loans in this category is calculated based on the present value of expected future cash flows discounted at the
loans effective interest rate, or for collateral-dependent loans, at the fair value of the collateral. The following is a summary of information pertaining to collateral dependant impaired and nonaccrual loans (In thousands):



|                                                            |  |              |         |                  |   |       
|----------------------------------------------------------- |  | ------------ | ------- | ---------------- | - | ------
|                                                            |  | June 30,2009 |         | December 31,2008
|                                                            |  |             
|Impaired loans without a valuation allowance                |  | $            | 71,296  |                  | $ | 15,896
|Impaired loans with a valuation allowance                   |  |              | 59,316  |                  |   | 65,555
|                                                            |  |              |         |                  |   |       
|Total impaired loans                                        |  | $            | 130,612 |                  | $ | 81,451
|                                                            |  |              |         |                  |   |       
|                                                            |  |             
|Valuation allowance related to impaired loans               |  | $            | 11,436  |                  | $ | 18,554
|Total nonaccrual loans                                      |  | $            | 138,669 |                  | $ | 71,853
|Total foreclosed real estate                                |  | $            | 7,994   |                  | $ | 4,817 
|Total loans ninety days or more past due and still accruing |  | $            | 2,282   |                  | $ |      

There were no outstanding commitments to extend credit related to those loans in nonaccrual status
or 90 days or more past due. Of the $116.0 total undisbursed lines of credit, there was approximately $1.9 million, or less than 2%, related to nonaccrual loans.

At June 30, 2009 the primary source of repayment with respect to $130.6 million of the impaired loans is sale of the related collateral.

The Company had $87.7 million and $19.4 million in loans that would be defined as troubled debt restructuring at June 30, 2009 and December 31,
2008, respectively. Of those amounts, $54.6 million and $12.4 million were accruing as of June 30, 2009 and December 31, 2008, respectively, as they were performing in accordance with their restructured terms. The majority of the
restructurings involve extending the interest only period, reducing the interest rate to give borrower relief, or other modifications of terms that deviate from the original contract. There was $1.3 million in unfunded lines of credit related to
troubled debt restructured loans at June 30, 2009.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 5Loans (Contd)



With the uncertain real estate market in Florida, obtaining refinancing or sale of the collateral may be difficult. It is likely many of
these loans will be extended and may be modified. Management is closely monitoring these loans and believes the loan loss allowance related to these loans is adequate at June 30, 2009.

The activity in the allowance for loan losses for June 30, 2009 and the year ended December 31, 2008 is as follows (In thousands):



|                                |  |              |         |   |                  |   |        |  
|------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------ | -
|                                |  | June 30,2009 |         |   | December 31,2008 |  
|Balance at beginning of year    |  | $            | 29,533  |   |                  | $ | 14,431 |  
|Provision charged to operations |  |              | 16,501  |   |                  |   | 24,327 |  
|Charge-offs                     |  |              | (21,270 | ) |                  |   | (9,297 | )
|Recoveries                      |  |              | 14      |   |                  |   | 72     |  
|                                |  |              |         |   |                  |   |        |  
|Balance at end of year          |  | $            | 24,778  |   |                  | $ | 29,533 |  
|                                |  |              |         |   |                  |   |        |  

Of the $21.3 million in charge-offs during the first six months of 2009, approximately $14.6
million was specifically reserved for during the fourth quarter of 2008. These charge-offs were largely associated with collateral valuation adjustments made after obtaining appraisals. The loan loss allowance as a percentage of loans, excluding the
$14.6 million taken to absorb impaired collateral, would have been approximately 3.07% in the second quarter, compared to 2.32% at the end of 2008.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 6(Loss) Income Per Common Share

Basic (loss) income per share represents net (loss) income divided by the weighted-average number of common shares outstanding during the
period. Dilutive (loss) 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.

Components used in computing (loss) income per share for the three months ended June 30, 2009 and 2008 are summarized as follows (in thousands,
except share data):



|                                                       |  |                                     |        |   |                                   |            |              |   |       |           |  |                                   |   |                |            |  |   |     
|------------------------------------------------------ |  | ----------------------------------- | ------ | - | --------------------------------- | ---------- | ------------ | - | ----- | --------- |  | --------------------------------- | - | -------------- | ---------- |  | - | ----
|                                                       |  | For the three months ended June 30,
|                                                       |  | 2009                                |        |   | 2008                             
|                                                       |  | Net Loss                            |        |   | Weighted-AverageSharesOutstanding |            | LossPerShare |   |       | NetIncome |  | Weighted-AverageSharesOutstanding |   | IncomePerShare
|(Loss) income available to common shareholdersbasic   |  | $                                   | (6,500 | ) |                                   | 12,779,020 |              | $ | (0.51 | )         |  | $                                 | 4 |                | 12,779,020 |  | $ | 0.00
|Dilutive effect of stock options outstanding           |  |                                     |        |   |                                   |           |              |   |       |           |  |                                   |   |                |           |  |   |     
|Dilutive effect of warrants outstanding                |  |                                     |        |   |                                   |           |              |   |       |           |  |                                   |   |                |           |  |   |     
|                                                       |  |                                     |        |   |                                   |            |              |   |       |           |  |                                   |   |                |            |  |   |     
|(Loss) income available to common shareholdersdiluted |  | $                                   | (6,500 | ) |                                   | 12,779,020 |              | $ | (0.51 | )         |  | $                                 | 4 |                | 12,779,020 |  | $ | 0.00
|                                                       |  |                                     |        |   |                                   |            |              |   |       |           |  |                                   |   |                |            |  |   |     

Components used in computing income per share for the six months ended June 30, 2009 and 2008
are summarized as follows (in thousands, except share data):



|                                                       |  |                                   |         |   |                                   |            |              |   |       |           |  |                                   |     |                |            |  |   |     
|------------------------------------------------------ |  | --------------------------------- | ------- | - | --------------------------------- | ---------- | ------------ | - | ----- | --------- |  | --------------------------------- | --- | -------------- | ---------- |  | - | ----
|                                                       |  | For the six months ended June 30,
|                                                       |  | 2009                              |         |   | 2008                             
|                                                       |  | Net Loss                          |         |   | Weighted-AverageSharesOutstanding |            | LossPerShare |   |       | NetIncome |  | Weighted-AverageSharesOutstanding |     | IncomePerShare
|(Loss) income available to common shareholdersbasic   |  | $                                 | (10,873 | ) |                                   | 12,779,020 |              | $ | (0.85 | )         |  | $                                 | 237 |                | 12,779,020 |  | $ | 0.02
|Dilutive effect of stock options outstanding           |  |                                   |         |   |                                   |           |              |   |       |           |  |                                   |     |                |           |  |   |     
|Dilutive effect of warrants outstanding                |  |                                   |         |   |                                   |           |              |   |       |           |  |                                   |     |                |           |  |   |     
|                                                       |  |                                   |         |   |                                   |            |              |   |       |           |  |                                   |     |                |            |  |   |     
|(Loss) income available to common shareholdersdiluted |  | $                                 | (10,873 | ) |                                   | 12,779,020 |              | $ | (0.85 | )         |  | $                                 | 237 |                | 12,779,020 |  | $ | 0.02
|                                                       |  |                                   |         |   |                                   |            |              |   |       |           |  |                                   |     |                |            |  |   |     



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 6(Loss) Income Per Common Share (Contd)



During the three and six months ended June 30, 2009 and 2008, certain
stock options and warrants were excluded from diluted earnings per share calculations because the exercise price exceeded the fair value of the common stock as follows:



|                                |  |                                |         |                              |   |                                |  |                              |         |  |   |        
|------------------------------- |  | ------------------------------ | ------- | ---------------------------- | - | ------------------------------ |  | ---------------------------- | ------- |  | - | -------
|                                |  | Three-monthsended June 30,2009 |         | Six-monthsended June 30,2009 |   | Three-monthsended June 30,2008 |  | Six-monthsended June 30,2008
|Number of Shares                |  |                                | 571,804 |                              |   | 571,804                        |  |                              | 580,391 |  |   | 580,391
|Weighted Average Exercise Price |  | $                              | 14.68   |                              | $ | 14.68                          |  | $                            | 15.39   |  | $ | 15.39  
|                                |  |                                |         |                             
|Warrants                        |  |                                | 145,131 |                              |   | 145,131                        |  |                              | 146,731 |  |   | 146,731
|Weighted Average Exercise Price |  | $                              | 11.52   |                              | $ | 11.52                          |  | $                            | 11.53   |  | $ | 11.53  

Because the Company recorded a net loss for the three and six months ended June 30, 2009, all
potentially dilutive securities were anti-dilutive and basic and diluted loss per share were the same.



16



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 7Fair Values of Financial Instruments and Fair Value Measurements

The fair value estimates are presented for financial instruments without attempting to estimate the value of the Banks long-term relationships with
depositors and the benefit that results from low cost funding provided by deposit liabilities. In addition, significant assets which are not considered financial instruments and are, therefore, not a part of the fair value estimates include office
properties and equipment.

The following methods and assumptions were used to estimate the fair value of each class of financial
instruments for which it is practicable to estimate that value:

Cash and cash equivalents: For these short-term instruments,
the carrying amount is a reasonable estimate of fair value.

Securities: For securities held to maturity and securities
available for sale, fair value is based upon open-market quotes obtained from reputable third-party brokers.

Restricted securities:
The carrying value of Federal Home Loan Bank and Federal Reserve Bank Stock approximates its fair value since it is restricted stock and would only be sold to the Federal Home Loan Bank at cost.

Loans: Loans with no significant change in credit risk and with rates that are repriced in coordination with movements in market rates were valued
at carrying amounts. The fair value of other loans were estimated by discounting scheduled cash flows to maturity using current market rates at which loans with similar terms would be made to borrowers of similar credit quality. Appropriate
adjustments were made to reflect probable credit losses.

Interest-rate swap: The interest-rate swap is recognized on the
consolidated balance sheet at fair value. Fair value is based on accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

Deposits: The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the
reporting date. The fair value of fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities. The fair value estimates do not include the benefits that result from
low-cost funding provided by the deposit liabilities compared to the cost of alternate sources of funds.

Subordinated debt: The
fair value of this variable rate subordinated debt is estimated by discounting future cash flows using rates currently offered for instruments of similar remaining maturities.

Federal Home Loan Bank Advances and Other Borrowings: The fair value for Federal Home Loan Bank Advances and Other Borrowings are estimated by
discounting future cash flows using rates currently offered for instruments of similar remaining maturities.

Accrued
interest: The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values.

Off-balance-sheet instruments: The fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the
agreements and the counterparties credit standing. The fair value of these financial instruments is not significant.



17



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 7Fair Values of Financial Instruments and Fair Value Measurements (Contd)



The fair value estimates are presented for financial instruments without
attempting to estimate the value of the Banks long-term relationships with depositors and the benefit that results from low cost funding provided by deposit liabilities. In addition, significant assets which are not considered financial
instruments and are, therefore, not a part of the fair value estimates include office properties and equipment.

The following tables present the estimates
of fair value of financial instruments as of June 30, 2009 (In thousands):



|                                                                       |  |                |           |                     |   |          
|---------------------------------------------------------------------- |  | -------------- | --------- | ------------------- | - | ---------
|                                                                       |  | 2009          
|                                                                       |  | CARRYINGAMOUNT |           | ESTIMATED FAIRVALUE
|Financial assets:                                                      |  |                |           |                     |   |          
|Cash and cash equivalents                                              |  | $              | 39,173    |                     | $ | 39,173   
|Securities held to maturity                                            |  |                | 2,363     |                     |   | 2,312    
|Securities available for sale                                          |  |                | 102,459   |                     |   | 102,459  
|Net loans held for investment                                          |  |                | 1,242,571 |                     |   | 1,250,115
|Restricted securities                                                  |  |                | 8,467     |                     |   | 8,467    
|Accrued interest receivable                                            |  |                | 4,656     |                     |   | 4,656    
|Interest-rate swap                                                     |  |                | 3,775     |                     |   | 3,775    
|Financial liabilities:                                                 |  |                |           |                     |   |          
|Deposits                                                               |  |                | 1,167,052 |                     |   | 1,141,863
|Subordinated debt                                                      |  |                | 16,000    |                     |   | 9,908    
|Other borrowings                                                       |  |                | 40,696    |                     |   | 42,060   
|Federal Home Loan Bank advances                                        |  |                | 118,466   |                     |   | 125,370  
|Accrued interest payable                                               |  |                | 2,009     |                     |   | 2,009    
|Off-balance-sheet financial instruments, other than interest-rate swap |  |                |          |                     |   |         

The following tables present the estimates of fair value of financial instruments as of December 31, 2008 (In
thousands):



|                                                                       |  |                |           |                     |   |          
|---------------------------------------------------------------------- |  | -------------- | --------- | ------------------- | - | ---------
|                                                                       |  | 2008          
|                                                                       |  | CARRYINGAMOUNT |           | ESTIMATED FAIRVALUE
|Financial assets:                                                      |  |                |           |                     |   |          
|Cash and cash equivalents                                              |  | $              | 47,938    |                     | $ | 47,938   
|Securities held to maturity                                            |  |                | 3,316     |                     |   | 3,140    
|Securities available for sale                                          |  |                | 114,660   |                     |   | 114,660  
|Net loans held for investment                                          |  |                | 1,245,778 |                     |   | 1,242,767
|Restricted securities                                                  |  |                | 9,246     |                     |   | 9,246    
|Accrued interest receivable                                            |  |                | 4,990     |                     |   | 4,990    
|Interest-rate swap                                                     |  |                | 5,098     |                     |   | 5,098    
|Financial liabilities:                                                 |  |                |           |                     |   |          
|Deposits                                                               |  |                | 1,166,282 |                     |   | 1,161,130
|Subordinated debt                                                      |  |                | 16,000    |                     |   | 15,923   
|Other borrowings                                                       |  |                | 20,000    |                     |   | 21,844   
|Federal Home Loan Bank advances                                        |  |                | 152,474   |                     |   | 159,674  
|Accrued interest payable                                               |  |                | 2,286     |                     |   | 2,286    
|Off-balance-sheet financial instruments, other than interest-rate swap |  |                |          |                     |   |         



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 7Fair Values of Financial Instruments and 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 June 30, 2009 (in thousands):



|                              |  |                                |         |                                                            |   |                                           |   |                                        |  |  
|----------------------------- |  | ------------------------------ | ------- | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | -
|                              |  | Fair ValueMeasurements06/30/09 |         | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3)
|Description                   |  |                                |         |                                                            |   |                                           |   |                                        |  |  
|                              |  |                                |         |                                                           
|Securities available for sale |  | $                              | 102,459 |                                                            |  |                                           | $ | 102,459                                |  | 
|Derivative assets             |  |                                | 3,775   |                                                            |  |                                           |   | 3,775                                  |  | 

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. 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 second quarter of 2009, the Bank recognized losses related to certain assets that are measured at fair value on a nonrecurring basis (i.e.
loans and other real estate owned). For assets measured at fair value on a nonrecurring basis in the second quarter of 2009 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 fair value of the related individual assets at June 30, 2009 (in thousands):



|                       |  |                                |        |                                                            |   |                                           |   |                                        |  |   |       
|---------------------- |  | ------------------------------ | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | - | ------
|                       |  | Fair ValueMeasurements06/30/09 |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level
3)
|Description            |  |                                |        |                                                            |   |                                           |   |                                        |  |   |       
|                       |  |                                |        |                                                           
|Impaired loans         |  | $                              | 81,094 |                                                            |  |                                           | $ | 32,194                                 |  | $ | 48,900
|Foreclosed real estate |  |                                | 7,994  |                                                            |  |                                           |   |                                       |  |   | 7,994 

Impaired loans had a carrying amount of $130,612,000 with a valuation allowance of $11,436,000 at
June 30, 2009. Included in this balance were impaired loans with a carrying value of $49,518,000 at June 30, 2009 that were measured for impairment using Level 3 inputs and had fair value in excess of carrying value.



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##### Table of Contents

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 helps manage the
Companys exposure variabilities in cash flows due to changes in the level of interest rates. It is the Companys objective to hedge the change in cash flows, and maintain 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.
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):



|                                                |  |              |        |   |                  |   |        |  
|----------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|                                                |  | June 30,2009 |        |   | December 31,2008 |  
|Notional amount                                 |  | $            | 45,000 |   |                  | $ | 45,000 |  
|Pay rate (Prime)                                |  |              | 3.25   | % |                  |   | 3.25   | %
|Receive rate                                    |  |              | 7.51   | % |                  |   | 7.51   | %
|Maturity in years                               |  |              | 4      |   |                  |   | 4      |  
|Unrealized gain relating to interest-rate swaps |  | $            | 3,775  |   |                  | $ | 5,098  |  

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 June 30, 2009, the unrealized gain relating to the
use of interest-rate swaps was recorded in other assets on the balance sheet.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 9Other Borrowings

During June 2009, the Company secured $15.0 million and $4.4 million in funding through the Federal Reserves Term Auction Facility and the Federal Reserve Overnight Discount Window, respectively.

Also during June 2009, the Company established the Corporate Sweep Program. Funds from customers, who participate in the sweep program and whose balances
exceed a target balance, will be placed in a repurchase agreement with the Company. Repurchase agreements are collateralized borrowings and are, therefore, not FDIC insured. The Company pledges securities as collateral to secure its obligation to
pay the amount due under the repurchase agreement. The client repurchase obligations mature daily and the associated interest rate fluctuates accordingly. In June 2009, the Company secured $1.3 million in funding through client repurchase
agreements.

The following table provides the amount, interest rate and repurchase or maturity date of outstanding other borrowings at
June 30, 2009 and December 31, 2008, respectively (In thousands):



|                                                         |  |                  |        |      |                      |   |        |   |        |  |      |  
|-------------------------------------------------------- |  | ---------------- | ------ | ---- | -------------------- | - | ------ | - | ------ |  | ---- | -
|                                                         |  | At June 30, 2009 |        |      | At December 31, 2008 |  
|                                                         |  | Amount           |        | Rate |                      |   | Amount |   | Rate   | 
|Repurchase agreements; repurchase date 3/18/2013         |  | $                | 20,000 |      | 3.29                 | % |        | $ | 20,000 |  | 3.29 | %
|Client repurchase agreements; daily maturity             |  |                  | 1,280  |      | 2.00                 |   |        |   |       |  |     |  
|Federal Reserve Term Auction Facility; matures 9/9/2009  |  |                  | 15,000 |      | .25                  |   |        |   |       |  |     |  
|Federal Reserve Discount Window Advances; daily maturity |  |                  | 4,416  |      | .50                  |   |        |   |       |  |     |  

NOTE 10Stockholders Equity

During June 2009, the Company authorized the issuance and sale of up to 520 shares of Series B Preferred Stock, to accredited investors only. The Company
issued 141 units of the Series B Preferred Stock for consideration of $3,525,000 at an offering price of $25,000 per unit. Each unit consists of one share of Series B Preferred Stock and one warrant to purchase shares of common stock.

The Preferred Stock is perpetual and nonvoting. Each share has a liquidation preference of $25,000 and pays a quarterly dividend of $625 per share. If
the Company conducts any offering for sale of any newly issued securities, the holders of Preferred Stock shall have right to acquire such newly issued securities as part of such offering by converting shares of Preferred Stock into the offered
securities. In any such conversion, each converted share of Preferred Stock shall be converted into an amount of securities with an offering price of $25,000. If the Company conducts an offering that results in proceeds of at least $30,000,000 prior
to January 1, 2011 and a holder elects to not convert the holders shares of Preferred Stock in the offering, or if a change in control of the Company occurs, the Company will be obligated to redeem such shares of Preferred Stock at
$25,000 per share. If such an offering is not completed by January 1, 2011, the Company shall have the right to redeem the shares of Preferred Stock at any time thereafter for $25,000 per share.

Each warrant issued during the quarter permits its holder to purchase 720 shares of Company common stock at $3.47 per share at any time during the ten
year period commencing on issuance. The warrants are nontransferable.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

(Unaudited)

SELECTED QUARTERLY
CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | -- | ------------- | - | ---------- | ------------ |  | - | ------------- | -- |  | ------------ | ---------- | -- |  | - | ---------- | -
|                                                              |  | Quarter Ended                                  |           
|                                                              |  | June 30,2009                                   |            |    | March 31,2009 |   |            | Dec. 31,2008 |  |   | Sept. 30,2008 |    |  | June 30,2008 |           
|                                                              |  | (dollars in thousands, except per share data.) |           
|Statement of Income Data:                                     |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Total interest income                                         |  | $                                              | 18,069     |    |               | $ | 18,793     |              |  | $ | 20,428        |    |  | $            | 20,980     |    |  | $ | 20,994     |  
|Total interest expense                                        |  |                                                | 8,634      |    |               |   | 9,198      |              |  |   | 10,639        |    |  |              | 10,059     |    |  |   | 9,647      |  
|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Net interest income before provision for loan losses          |  |                                                | 9,435      |    |               |   | 9,595      |              |  |   | 9,789         |    |  |              | 10,921     |    |  |   | 11,347     |  
|Provision for loan losses                                     |  |                                                | 9,764      |    |               |   | 6,693      |              |  |   | 16,026        |    |  |              | 6,190      |    |  |   | 1,585      |  
|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Net interest income after provision for loan losses           |  |                                                | (329       | )  |               |   | 2,902      |              |  |   | (6,237        | )  |  |              | 4,731      |    |  |   | 9,762      |  
|Noninterest income                                            |  |                                                | 2,676      |    |               |   | 1,155      |              |  |   | 1,195         |    |  |              | 1,162      |    |  |   | 1,049      |  
|Noninterest expense                                           |  |                                                | 12,704     |    |               |   | 11,031     |              |  |   | 10,951        |    |  |              | 11,388     |    |  |   | 10,770     |  
|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Net income before tax                                         |  |                                                | (10,357    | )  |               |   | (6,974     | )            |  |   | (15,993       | )  |  |              | (5,495     | )  |  |   | 41         |  
|Income tax expense                                            |  |                                                | (3,857     | )  |               |   | (2,601     | )            |  |   | (5,979        | )  |  |              | (2,050     | )  |  |   | 37         |  
|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Net income                                                    |  | $                                              | (6,500     | )  |               | $ | (4,373     | )            |  |   | (10,014       | )  |  |              | (3,445     | )  |  | $ | 4          |  
|                                                              |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|                                                              |  |                                                |            |    |              
|Share Data:                                                   |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Basic income per share                                        |  | $                                              | (0.51      | )  |               | $ | (0.34      | )            |  | $ | (0.78         | )  |  | $            | (0.27      | )  |  | $ | 0.00       |  
|Diluted income per share                                      |  |                                                | (0.51      | )  |               |   | (0.34      | )            |  |   | (0.78         | )  |  |              | (0.27      | )  |  |   | 0.00       |  
|Weighted-average shares outstandingbasic                     |  |                                                | 12,779,020 |    |               |   | 12,779,020 |              |  |   | 12,779,020    |    |  |              | 12,779,020 |    |  |   | 12,779,020 |  
|Weighted-average shares outstandingdiluted                   |  |                                                | 12,779,020 |    |               |   | 12,779,020 |              |  |   | 12,779,020    |    |  |              | 12,779,020 |    |  |   | 12,779,020 |  
|Total shares outstanding                                      |  |                                                | 12,947,520 |    |               |   | 12,955,520 |              |  |   | 12,779,020    |    |  |              | 12,779,020 |    |  |   | 12,779,020 |  
|Book value per common share (period end)                      |  |                                                | 13.69      |    |               |   | 14.38      |              |  |   | 14.87         |    |  |              | 15.39      |    |  |   | 15.45      |  
|                                                              |  |                                                |            |    |              
|Balance Sheet Data:                                           |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Total assets                                                  |  | $                                              | 1,528,879  |    |               | $ | 1,570,255  |              |  |   | 1,549,013     |    |  | $            | 1,545,054  |    |  | $ | 1,414,689  |  
|Total cash and cash equivalents                               |  |                                                | 39,173     |    |               |   | 56,322     |              |  |   | 47,938        |    |  |              | 90,759     |    |  |   | 17,252     |  
|Interest-earning assets                                       |  |                                                | 1,380,871  |    |               |   | 1,410,313  |              |  |   | 1,403,407     |    |  |              | 1,418,720  |    |  |   | 1,294,991  |  
|Investment securities                                         |  |                                                | 104,822    |    |               |   | 113,058    |              |  |   | 117,976       |    |  |              | 91,600     |    |  |   | 92,542     |  
|Loans                                                         |  |                                                | 1,267,349  |    |               |   | 1,288,177  |              |  |   | 1,275,311     |    |  |              | 1,247,802  |    |  |   | 1,191,733  |  
|Allowance for loan losses                                     |  |                                                | 24,778     |    |               |   | 24,479     |              |  |   | 29,533        |    |  |              | 14,264     |    |  |   | 13,232     |  
|Intangible assets                                             |  |                                                | 64,631     |    |               |   | 64,738     |              |  |   | 64,850        |    |  |              | 64,968     |    |  |   | 65,091     |  
|Deposit accounts                                              |  |                                                | 1,167,052  |    |               |   | 1,165,267  |              |  |   | 1,166,282     |    |  |              | 1,199,705  |    |  |   | 1,012,408  |  
|Other borrowings                                              |  |                                                | 175,162    |    |               |   | 214,470    |              |  |   | 188,474       |    |  |              | 144,278    |    |  |   | 201,282    |  
|Stockholders equity                                          |  |                                                | 180,803    |    |               |   | 186,334    |              |  |   | 189,979       |    |  |              | 196,686    |    |  |   | 197,492    |  
|                                                              |  |                                                |            |    |              
|Performance Ratios:                                           |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Return on average assets                                      |  |                                                | (1.71      | )% |               |   | (1.15      | )%           |  |   | (2.65         | )% |  |              | (0.95      | )% |  |   | 0.00       | %
|Return on average common stockholders equity                 |  |                                                | (14.19     | )  |               |   | (9.23      | )            |  |   | (20.89        | )  |  |              | (6.96      | )  |  |   | 0.01       |  
|Interest-rate spread during the period                        |  |                                                | 2.89       |    |               |   | 2.71       |              |  |   | 3.01          |    |  |              | 2.90       |    |  |   | 3.11       |  
|Net interest margin                                           |  |                                                | 2.97       |    |               |   | 2.93       |              |  |   | 2.89          |    |  |              | 3.33       |    |  |   | 3.58       |  
|Efficiency ratio1                                             |  |                                                | 118.07     |    |               |   | 102.61     |              |  |   | 99.70         |    |  |              | 94.48      |    |  |   | 86.88      |  
|                                                              |  |                                                |            |    |              
|Asset Quality Ratios:                                         |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Allowance for loan losses to period end loans                 |  |                                                | 1.96       | %  |               |   | 1.90       | %            |  |   | 2.32          | %  |  |              | 1.14       | %  |  |   | 1.11       | %
|Allowance for loan losses to nonperforming loans              |  |                                                | 17.58      |    |               |   | 21.28      |              |  |   | 41.10         |    |  |              | 49.08      |    |  |   | 54.56      |  
|Net charge-offs to average loans                              |  |                                                | 3.29       |    |               |   | 3.92       |              |  |   | 0.26          |    |  |              | 1.72       |    |  |   | 0.40       |  
|Nonperforming assets to period end total assets               |  |                                                | 9.74       |    |               |   | 7.67       |              |  |   | 4.95          |    |  |              | 2.15       |    |  |   | 1.75       |  
|                                                              |  |                                                |            |    |              
|Capital and Liquidity Ratios:                                 |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Average equity to average assets                              |  |                                                | 12.06      | %  |               |   | 12.46      | %            |  |   | 12.70         | %  |  |              | 13.66      | %  |  |   | 14.12      | %
|Leverage (4.00% required minimum)                             |  |                                                | 7.23       |    |               |   | 7.62       |              |  |   | 7.86          |    |  |              | 9.19       |    |  |   | 9.68       |  
|                                                              |  |                                                |            |    |              
|Risk-based capital:                                           |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Tier 1                                                        |  |                                                | 8.18       | %  |               |   | 8.49       | %            |  |   | 8.64          | %  |  |              | 9.35       | %  |  |   | 10.17      | %
|Total                                                         |  |                                                | 10.68      |    |               |   | 10.98      |              |  |   | 11.12         |    |  |              | 11.59      |    |  |   | 12.47      |  
|Average loans held for investment to average deposits         |  |                                                | 99.21      |    |               |   | 104.04     |              |  |   | 103.84        |    |  |              | 112.45     |    |  |   | 116.29     |  
|                                                              |  |                                                |            |    |              
|Trust Assets Under Advice:                                    |  |                                                |            |    |               |   |            |              |  |   |               |    |  |              |            |    |  |   |            |  
|Total assets under advice                                     |  | $                                              | 630,657    |    |               | $ | 522,541    |              |  | $ | 494,633       |    |  | $            | 439,942    |    |  | $ | 475,890    |  
|Trust fee income                                              |  |                                                | 574        |    |               |   | 654        |              |  |   | 621           |    |  |              | 679        |    |  |   | 679        |  
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.36       | %  |               |   | 0.50       | %            |  |   | 0.50          | %  |  |              | 0.62       | %  |  |   | 0.57       | %



|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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##### Table of Contents

|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 2009 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 reach $2.0 billion in assets
over the next two or three 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 continue to show growth in population, but at a nominal pace in comparison to the past ten years. 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 continued 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 nearly 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 collectability 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, and (2) a measure of collective loan impairment.
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 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 for impairment have been defined to include loans classified as substandard and on nonaccrual or doubtful 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 that are not measured individually for impairment are measured collectively and include commercial real estate loans that are performing and large
groups of smaller balance homogeneous loans evaluated based on historical loss experience adjusted for qualitative factors.

EXECUTIVE SUMMARY

Total assets were $1.5 billion at June 30, 2009, down $20.1 million or
1.3% from December 31, 2008, as a result of loan contraction, security sales and a decline in cash and due from banks. Loans declined $8.0 million or .6% during the first six months of this year and investments securities decreased $13.2
million or 11.1%, and cash and noninterest bearing deposits due from banks declined $8.1 million or 17.3% to $38.9 million. Total deposits increased $770 thousand to $1.2 billion. Total core deposits, which exclude wholesale brokered CDs, wholesale
CDAR deposits, and CDs with balances in excess of $100, increased $19.6 million. Book value per share declined to $13.69, down $1.18 over the last six months.

The Company realized a second quarter net loss of $6.5 million, or ($0.51) per diluted share, versus $0.00 per diluted share during the same period in 2008. The net loss was primarily due to an $8.2 million increase
in provision for loan losses in addition to a $1.6 million or 13.2% decrease in top-line revenue mostly attributable to the decline in interest rates. Top-line revenue is a non-GAAP measure which the Company defines as net interest income plus
noninterest income, excluding net securities gains/losses. Net interest margin decreased 61 basis points from second quarter 2008 to 2.97%.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities available for sale and overnight investments were $102.5 million at June 30, 2009, a decrease of $12.5 million or 10.9%
over that held at December 31, 2008.

Securities available for sale totaled $102.5 million, a decrease of $12.2 million from the level
held at December 31, 2008. The Company had $2.4 million and $3.3 million classified as held to maturity at June 30, 2009 and December 31, 2008, respectively. The Company does not currently engage in trading activities and, therefore,
did not hold any securities classified as trading at June 30, 2009 or December 31, 2008. Additional details related to the securities portfolio can be found in Note 4Securities.



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Loans

Total gross loans, including loans held for sale, totaled $1.3 billion at June 30, 2009, down $8.0 million or 0.6% for the first six months of 2009. Construction loans, largely secured by commercial real estate, totaled $280.5 million
(22.1% of total loans) at June 30, 2009, down $38.1 million since the end of last year. Commercial real estate loans, including multi-family dwellings, but excluding those in construction, increased by $31.3 million and also total 51.2% of
total loans outstanding, while commercial and industrial loans declined $6.1 million to approximately 8.9% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $166.7 million (13.1% of total loans),
up $3.5 million from year-end. Consumer lines of credit and installment and other loans increased by $1.1 million (4.7% of total loans).

Asset
quality

The Banks loan portfolios are subject to periodic reviews by our internal loan review department, our external loan
review consultant and state and federal bank regulators. The Companys nonperforming loans (nonaccrual and 90+ days past due) totaled $141.0 million at June 30, 2009 or 11.12% of total loans outstanding, compared to $71.9 million at the
end of 2008. Thirty-to-ninety day delinquent loans were $23.3 million or 1.84% of loans outstanding at June 30, 2009, an increase of $595 thousand in total loan delinquencies from December 31, 2008. There were $21.3 million in net
charge-offs for the first six months of 2009, resulting in net charge-offs to average loans of 3.61%, an increase of 3.04% from the first six months of 2008. The increased level of nonperforming assets in 2009 is a result of a slowing economy and
real estate market which is discussed further in Note 5Loans.

Deposits

Total deposits rose $770 thousand or 0.07% during the first six months of 2009 to $1.2 billion. Core deposits, which exclude wholesale brokered CDs,
wholesale CDAR deposits, and CDs with balances in excess of $100, increased $19.6 million or 2.8% in the past 90 days, with the growth in money market, NOW, and retail CDARs accounts more than offsetting the decline in non interest bearing
deposits. Non-core deposit accounts decreased $18.9 million or 4.2% in the first six months of 2009.

The annualized average rate paid on
total interest bearing deposits during the first six months of 2009 was 2.83%, a decrease of 91 basis points compared to the first six 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
June 30, 2009 borrowings totaled $175.2 million, a decrease of $13.3 million compared to December 31, 2008. Total borrowings at June 30, 2009, consisted of $21.3 million of repurchase agreements, $19.4 million of other borrowings,
$16.0 million of subordinated debt and $118.5 million of FHLB Advances compared to $20.0 million of repurchase agreements, $16.0 million of subordinated debt and $152.5 million of FHLB advances, respectively, at the end of 2008. Other borrowings and
FHLB advances include $4.4 million that mature daily. The maturities of all borrowings range from September 2009 through July 2017.

During
June 2009, the company secured funding of $15.0 million at a rate of 0.25%, $4.4 million at a rate of 0.50%, and $1.3 million at a rate of 2.00% through the Federal Reserves Term Auction facility, the Federal Reserve Discount Window and
Customer repurchase agreements. Note 9Other Borrowings provides additional information regarding the Companys outstanding other borrowings.

Stockholders equity

Total stockholders equity was $180.8 million at June 30, 2009, a $9.2 million
decrease since December 31, 2008. Book value per share was $13.69 at June 30 while the tangible book value per share was $8.70. The Companys Tier 1 leverage ratio decreased 63 basis points to 7.23% at June 30, 2009 from 7.86% at
December 31, 2008 and is still well above the minimum for bank holding companies of 4.0%.



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ANALYSIS OF RESULTS OF OPERATIONS

Second Quarter 2009 Compared to Second Quarter 2008

Consolidated net loss for the second quarter of 2009 totaled $6.5 million, a decrease in net earnings of $6.5 million compared to second quarter 2008. Top-line revenue (a non-GAAP measure which the Company defines as
net interest income plus noninterest income, excluding net securities gains/losses) declined $1.6 million or 13.2%, primarily driven by the decline in interest rates.

The $1.6 million decrease in top-line revenue against a $1.9 million or 18.0% increase in noninterest expense resulted in an efficiency ratio for the quarter of 118.1%. The increase in noninterest expense relates to
regulatory assessments, repossession expenses, other losses, occupancy costs, and data processing. The provision for loan losses increased $8.2 million compared to the same period last year due to additional provisions for loan downgrades.

Net interest income

Net
interest income in the second quarter totaled $9.4 million, down 1.9 million or 16.9% less than the second quarter of 2008, the result of a 175 basis point reduction in rates over the twelve month period. The spread between the yield on earning
assets and cost of interest-bearing liabilities declined 22 basis points when comparing second quarter 2009 versus second quarter 2008. The yield on earning assets decreased 93 basis points over the same period last year to 5.69%, with continued
pressures from a declining rate environment as interest bearing liabilities re-priced during the quarter resulted in a 71 basis point decrease in the cost of funds to 2.80%. Interest income was negatively impacted by approximately $731 thousand in
second quarter 2009 due to interest that was reversed on loans that migrated to nonaccrual status.

Noninterest income

Noninterest income was $2.7 million in the second quarter, a $1.6 million increase over the second quarter 2008. Gain on sale of assets increased $1.7
million compared to the second quarter of the prior year primarily as a result of sales of securities ($1.3 million), foreclosed property sales ($184,000), fixed asset dispositions ($135,000) and lower secondary market income ($9,000). Second
quarter 2009 trust fees were $574,000 compared to $679,000 for the second quarter of the prior year due to the decline in market values and the shift from equities into cash and bonds, producing lower income streams. Over the past twelve months,
assets under advice have increased $154.8 million or 32.5% to $630.7 million at June 30th. Service charges and other fee income increased $69,000 over the second quarter of 2008 as a result of greater service charge income.

Noninterest expense

Noninterest expense
totaled $12.7 million for the second quarter of 2009 compared to $10.8 million for the comparable quarter last year. Approximately $787,000 of the increase is explained by an increase in regulatory assessments primarily related to the FDICs
special assessment. Other increases occurred in repossession expenses ($395,000) reflecting an increase in foreclosed properties, other losses ($329,000) primarily due to the writeoff of Silverton Bank stock, occupancy and equipment ($181,000), data
processing ($168,000), salaries and benefits ($133,000) and professional fees ($117,000).

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 second
quarter provision for loan losses was $9.8 million, an increase of $8.2 million (516%) from second quarter 2008. At June 30, 2009, the loan loss allowance was 1.96% of total loans or 17.58% of the nonperforming loans. There were $9.5
million in net chargeoffs in the second quarter of 2009, resulting in net chargeoffs to average loans of 3.29%. The primary factor impacting the amount of these charge-offs is the continued decline in property values across the Florida markets.

There were $141.0 million in nonperforming loans at June 30, 2009 compared to $24.3 million at June 30, 2008. The increase was
primarily caused by the downturn in the residential real estate market which negatively impacted the liquidity of a number of borrowers. Loans thirty to eighty-nine days delinquent increased to $23.3 million at June 30, 2009 from $13.9 million
at June 30, 2008.



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Six-months Ended June 30, 2009 Compared to Six-months Ended June 30, 2008

Consolidated net loss for the first half of 2009 totaled $10.8 million, a decrease in net earnings of $11.1 million or 4687.8% than the same time last
year. Top-line revenue decreased $2.9 million or 11.9%, primarily driven by $3.1 million less net interest income, the result of the decline in interest rates.

The $2.9 million decrease in top-line revenue against a $2.0 million or 9.3% increase in noninterest expense resulted in an efficiency ratio of 110.3% for the first half of the year. The majority of the expense
increase relates to regulatory assessments, repossession expenses, other losses, occupancy, insurance and professional fees. The provision for loan losses increased $14.2 million or 624% compared to the same period last year due to additional
provisions for loan downgrades.

Net interest income

Net interest income for the first half of 2009 totaled $19.0 million, down $3.1 million or 13.8% less than the first six months of 2008, primarily due to the reduction in interest rates year over year. The spread
between the yield on interest earning assets and cost of interest-bearing liabilities declined 26 basis points when comparing the six months ended June 30, 2009 to six months ended June 30, 2008. Yield on interest earning assets decreased
110 basis points to 5.72% while cost of funds decreased 84 basis to 2.92% due to the continued pressures from a declining rate environment. Interest income was negatively impacted by approximately $1.8 million in the first six months of 2009 due to
interest that was reversed on loans that migrated to nonaccrual status.

Noninterest income

Noninterest income was $3.8 million in the first six months of 2009, a $1.5 million or 63.5% increase over the comparable period of 2008. Gain on sale of
assets increased $1.6 million as a result of sales of securities ($1.3 million), foreclosed property sales ($180,000), fixed asset dispositions ($159,000) and lower secondary market income ($61,000). Trust fees declined $190,000 compared to the
first six months of 2008 due to the decline in market values and investors shift from equities into cash and bonds which produce lower revenue streams. Assets under advice increased $154.8 million to $630.7 million at June 30th. Service
charges and other fee income increased $48,000 over the first six months of 2008 as a result of greater service charge income.

Noninterest expense

Noninterest expense totaled $23.7 million for the first six months of 2009, an increase of 9.3% or $2.0 million compared to the
same period of 2008. Approximately $864,000 of the increase is explained by regulatory assessments driven by the FDIC special assessment. Other increases occurred in the areas of repossession expenses ($626,000) related to the increase in foreclosed
property, other losses ($341,000) primarily related to the writeoff of Silverton Bank stock, occupancy ($230,000) related to building lease expenses, and data processing ($182,000).

Provision and Allowance for Loan Losses

The provision for loan losses for the first six
months of 2009 was $16.5 million, up $14.2 million (624.0%) 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. There were $21.3
million in net charge-offs during the first six months of 2009, resulting in a ratio of net charge-offs to average loans of 3.61% compared to 0.57% net charge-offs for the first half of 2008. The primary factor impacting the amount of these
charge-offs is the continued decline in property values across the Florida markets.

There were $141.0 million in nonperforming loans at
June 30, 2009 compared to $24.3 million at June 30, 2008. The increase was primarily caused by the downturn in the residential real estate market which negatively impacted the liquidity of a number of borrowers. Loans thirty to eighty-nine
days delinquent increased to $23.3 million at June 30, 2009 from $13.9 million at June 30, 2008.



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ALLOWANCE FOR LOAN LOSSES

The Board of Directors of each Bank is responsible for overseeing the establishment of an appropriate level of the Allowance for Loan and Lease Losses in
compliance with Generally Accepted Accounting Principals. An evaluation of the level of allowance for loan losses is performed on a recurring basis, and at least quarterly.

Homogenous Loan Pools

In April 2009, the Banks established general reserve allocations
as a percentage of loans for homogeneous pools of loans where each category demonstrates similar risk characteristics. The reserve metrics will be monitored and adjusted for adequacy on a quarterly basis.



|                                          |  |               |   |  |                   |   |  |                   |   |  |                   |  
|----------------------------------------- |  | ------------- | - |  | ----------------- | - |  | ----------------- | - |  | ----------------- | -
|FAS 5 Homogeneous Loan Pool               |  | 2008All Banks |   |  | 2009BOF-Southwest |   |  | 2009BOF-Southeast |   |  | 2009BOF-Tampa Bay |  
|Residential Land & Construction           |  | 1.30          | % |  | 3.65              | % |  | 1.65              | % |  | 1.40              | %
|Land & Construction                       |  | 1.30          | % |  | 2.20              | % |  | 1.90              | % |  | 1.45              | %
|Home Equity Loans (Lines on 1-4 Family)   |  | 1.00          | % |  | 2.10              | % |  | 1.65              | % |  | 0.80              | %
|1-4 Family Non Revolving                  |  | 0.70          | % |  | 1.10              | % |  | 1.45              | % |  | 0.75              | %
|Multifamily                               |  | 0.70          | % |  | 0.65              | % |  | 0.55              | % |  | 0.55              | %
|Commercial Real Estate Owner Occupied     |  | 0.75          | % |  | 0.75              | % |  | 0.80              | % |  | 0.60              | %
|Commercial Real Estate Non-Owner Occupied |  | 0.80          | % |  | 0.95              | % |  | 0.95              | % |  | 0.75              | %
|Commercial Non Real Estate Secured        |  | 1.00          | % |  | 2.00              | % |  | 0.90              | % |  | 0.85              | %
|Consumer and Other Loans                  |  | 1.50          | % |  | 1.70              | % |  | 1.05              | % |  | 0.80              | %

The Banks have derived loss rates for each loan category to determine the appropriate level of
funding for each loan segment. The analysis includes the Banks actual loan losses and delinquencies over a three-year period, adjusted for the Banks best estimates of the impact of economic trends, changes in key personnel, loan policy
changes, delinquency history, and other qualitative factors. In reviewing the trends in delinquencies and impaired loans, as well as the level of, and trends in, charge-offs and recoveries, the Banks are of the opinion that the current loan loss
rates are appropriate and warranted.

Economic Outlook

The Banks also consider the impact of national and local economic trends and conditions. Each Banks primary market territory continues to show growth in population, but at a nominal pace in comparison to the
past ten years. Floridas unemployment rate, while normally below the national average, is now close to the national average. The residential and condominium market continues to show signs of deterioration, as home sales have declined in both
frequency and median price. In addition, commercial activity in the Banks primary market areas have shown signs of weakening as vacancy percentages have begun to increase while many new projects continue to be brought on line.

According to Econ Souths 4th Quarter 2008 The Southeastern Economy in 2009, declining energy prices in the fall of 2008 offered workers
and employers some relief in the form of lower travel and input costs. Because of the uncertain economic outlook, many businesses are hesitant to hire or make new investments. Seasonal hiring is expected to be soft this winter. The surge in initial
and continuing unemployment claims late in 2008 is a sign that the jobless will continue to have difficulty finding work in 2009.

Although
the labor markets felt a pinch from this years financial crisis, the full impact on employment is likely yet to come. Moodys Economy.com forecasts that employment in Southeastern states will continue to decline through part of
2009. Recovery in the labor market will be a key to the regions economic outlook in 2009. Even as credit markets ease and confidence is restored, jobs must be restored for consumer spending and economic growth to improve. As unemployment
continues to trend upward, the confidence level of the average Floridian has declined over the past three years.

In 2008, following two
years of weak growth, employment in the Southeast declined for the first time in five years as a result of troubled financial markets and a weak economy. Collectively, the Southeastern states lost more than 235,000 net jobs in 2008 through the third
quarter, according to data from the U.S. Department of Labor. The rate of job loss is currently the same as that experienced during the 2001 recession.



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As the construction sector slumped, Florida was one the largest contributors to the regions job
losses in 2008. By the fall of 2008, employment in Floridas construction sector hit its lowest level since 1991. Through the third quarter of 2008, Florida lost more than 130,000 jobs, a sharp contrast to the 277,000 jobs the state gained in
2005 before employment growth began to decline. Even more troubling, job losses became pronounced throughout the Southeast in 2008, with most states in the region losing jobs. The following table illustrates unemployment rates in our markets as of
December 31 for each of the years listed:



|                    |  |       |   |  |      |   |  |      |   |  |      |  
|------------------- |  | ----- | - |  | ---- | - |  | ---- | - |  | ---- | -
|Group               |  | 2008  |   |  | 2007 |   |  | 2006 |   |  | 2005 |  
|National            |  | 7.10  | % |  | 4.80 | % |  | 4.30 | % |  | 4.60 | %
|Florida             |  | 7.80  | % |  | 4.40 | % |  | 3.00 | % |  | 3.10 | %
|Collier County      |  | 8.10  | % |  | 4.70 | % |  | 2.50 | % |  | 2.60 | %
|Lee County          |  | 10.00 | % |  | 5.70 | % |  | 2.70 | % |  | 2.50 | %
|Broward County      |  | 6.80  | % |  | 4.00 | % |  | 2.70 | % |  | 3.00 | %
|Dade County         |  | 7.00  | % |  | 3.90 | % |  | 3.50 | % |  | 3.80 | %
|Palm Beach County   |  | 7.80  | % |  | 4.60 | % |  | 3.10 | % |  | 3.30 | %
|Hillsborough County |  | 7.80  | % |  | 4.40 | % |  | 2.90 | % |  | 3.00 | %
|Pinellas County     |  | 8.00  | % |  | 4.40 | % |  | 2.80 | % |  | 3.10 | %

As illustrated in the table above, Lee County continues to experience one of the highest
unemployment rates in the state due to the heavy reliance of real estate activity for employment and lack of industry as compared to Floridas larger markets.

National Employment Statistics(compiled from the Bureau of Labor Statistics)

In February 2009,
national payroll employment fell by 651,000. The declines in the prior two months were also revised further downward to similar levels. Adjusting for the size of the labor force, this rate of decline is about on par with the loss rate at the worst
portion of 1982. The unemployment rate jumped half a percentage point to 8.1 percent, a level last seen in 1983.

Payroll declines over the
month were wide spread across the economy with only the health/education sector and government employment adding to payrolls. The largest losses were in manufacturing (168,000) and professional/business services (180,000). About half of the
latter was due to losses in temporary employment services. This subcategory is usually a leading indicator of future total employment changes.

Consumer Price Index

The Consumer Price Index, a measure of inflation, reported a decline in December 2008
for the third straight month, capping off the worst year for spending since 1961. Consumer spending historically accounts for more than two-thirds of the nations gross domestic product. Half of Decembers consumer spending declines was
due to falling prices as inflation continues to moderate, especially on falling oil and gas prices. Spending for the full year rose just 3.6%, the lowest increase in 47 years.

The national savings rate is trending upward, reaching 2.9% of income in the fourth quarter of 2008, the highest in seven years. Consumers received two
income windfalls in 2008, the tax rebates in the second quarter and the boost in buying power from the plunge in energy prices last quarter. The corresponding spikes in the savings rate suggest they saved most of both.

The Consumer Confidence Index fell to 37.7 in January 2009, an all-time low going back to the indexs inception in 1967. The index is designed to
gauge the relative financial health, spending power and confidence of the average consumer by surveying 5,000 American households. The results show that U.S. consumers remain very guarded about their spending decisions, even with some macro-economic
trends moving in their favor, such as lower gas prices.

Florida Real Estate Outlook

The general investment outlook for Florida real estate, though still mixed, edged downward, according to the University of Florida Bergstrom Center for
Real Estate Studies. Though new home prices are anticipated to decline, the expectation for absorption is for no change. The outlook for single family development remains mixed but positive, while the outlook for condo development, perhaps
surprisingly, remains mixed but neutral. While the outlook for market rate apartments weakened in every respect, it still remained positive for occupancy and investment outlook.

The outlook for all rental rates was for sub-inflation rate growth or decline, and the expectation became more pessimistic for all property types. The
outlook for occupancy is for declines in all property types except market rent apartments, with the outlook generally having declined from last quarter. Cap rates reached their lowest levels in three years, despite declining interest rates. This is
a strong indication of perceived growing long term investment risk. Local economic conditions, from a historical perspective, continue to deteriorate and may be deemed the worst in the United States since the 1930s. With increased
unemployment, the credit crunch, decreased housing prices, increased commercial vacancy, and inflation all representing challenges within the Banks markets.



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The vacancy rate of commercial properties in the seven counties within the Banks footprint, have
all experienced increases in vacancy rates from approximately 3% to 4% in March 2006 to between 7% and 9% in December 2008.

Weakness in
the regional housing markets is expected to persist in 2009, particularly in light of tighter lending standards and rising foreclosure rates. Florida inventory levels will remain high, particularly in the condominium market as buildings are
completed and added to the already growing inventory numbers. Across the southeast, foreclosures are expected to add to available inventory and hold down housing prices. An optimistic forecast would be declines in housing activity for the southeast
continuing until middle to late 2009, with a subdued recovery coming afterward. However, weak housing demand may persist beyond middle to late 2009, especially if some borrowers lack access to affordable credit. The full extent of the impact of
foreclosures on housing prices and housing wealth is also uncertain based on most economic reports.

Three Year Delinquency and Non-Accrual Loans

The last three years of past due and non-accrual history for Bank of Florida has generally been favorable in comparison to that
of market peers, with the exception of 2008. Increases were noted in all loan categories (Land and Construction, Residential and Consumer, and Commercial/CRE) for past due and non-accrual loans. The majority of the past dues and non-accruals were
concentrated within the Southwest Florida portfolio, since the Lee County market has taken the hardest economic hit within the footprint.



|     |  |         |   |  |           |   |  |         |   |  |           |   |  |         |   |  |           |  
|---- |  | ------- | - |  | --------- | - |  | ------- | - |  | --------- | - |  | ------- | - |  | --------- | -
|Year |  | BOFL-SW |   |  | UBPR PEER |   |  | BOFL-SE |   |  | UBPR PEER |   |  | BOFL-TB |   |  | UBPR PEER |  
|2008 |  | 9.26    | % |  | 3.59      | % |  | 5.80    | % |  | 3.59      | % |  | 5.53    | % |  | 3.63      | %
|2007 |  | 2.67    | % |  | 2.22      | % |  | 0.31    | % |  | 2.22      | % |  | 0.20    | % |  | 1.53      | %
|2006 |  | 0.07    | % |  | 1.42      | % |  | 0.26    | % |  | 0.97      | % |  | 1.29    | % |  | 0.70      | %

Uniform Bank Performance Report% Total P/D LN & LS including Nonaccrual

Three Year Changes in Charge-Offs and Recoveries

The loss experience for the Banks for the past three years has been very minimal and below peers, with the exception of the Southwest Florida market in 2008. The losses in land and construction, as well as residential
and consumer loans, are primarily related to residential non-owner occupied properties.



|     |  |         |   |  |           |   |  |         |   |  |           |   |  |         |   |  |           |  
|---- |  | ------- | - |  | --------- | - |  | ------- | - |  | --------- | - |  | ------- | - |  | --------- | -
|Year |  | BOFL-SW |   |  | UBPR PEER |   |  | BOFL-SE |   |  | UBPR PEER |   |  | BOFL-TB |   |  | UBPR PEER |  
|2008 |  | 1.32    | % |  | 0.49      | % |  | 0.30    | % |  | 0.49      | % |  | 0.15    | % |  | 0.46      | %
|2007 |  | 0.08    | % |  | 0.18      | % |  | 0.00    | % |  | 0.18      | % |  | 0.00    | % |  | 0.12      | %
|2006 |  | 0.05    | % |  | 0.11      | % |  | 0.08    | % |  | 0.14      | % |  | 0.00    | % |  | 0.04      | %

Uniform Bank Performance ReportNet Loss to Average Total LN & LS

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), other
correspondent bank borrowings, 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 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.

The Companys banking subsidiaries are members of the Federal Home Loan
Bank and, subject to certain collateral verification requirements, Bank of FloridaSouthwest, Bank of FloridaSoutheast and Bank of FloridaTampa Bay may borrow up to 20%, 20% and 10%, respectively, of their outstanding assets. At
June 30, 2009, the Company had $118.5 million in outstanding borrowings from the FHLB of its present $205.9 million line, and there was $133.6 million in other available lines from correspondents.



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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.

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 liability sensitive; meaning that in a given period there will be more liabilities than assets subject to immediate re-pricing as interest rates change in the market. During periods of rising rates, this results in
decreased 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 certain loans. Management believes the entering into the interest rate swaps helps manage the Companys exposure variabilities in cash flows
due to changes in the level of interest rates. It is the Companys objective to hedge the change in cash flows, and maintain 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. 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.

During second quarter, as part of the on-going initiative to support capital levels, insiders of the Company and other accredited investors placed $4.1 million in the Company which contributed to the improvement of
capital at the bank level. The Company and subsidiary Banks were all considered well capitalized as of June 30, 2009. The Companys Tier 1 Leverage ratio, Tier 1 risk-based capital ratio and Tier 2 risk-based capital ratio were 7.23%,
8.18% and 10.68%, respectively as of June 30, 2009, which are consistent with the Banks capital ratios.



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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 June 30, 2009, follows (In thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 3,725  
|Undisbursed lines of credit  |  | $               | 116,030
|Commitments to extend credit |  | $               | 15,613 



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|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. 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, 2008, 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, 2008. We believe there have been no significant changes in our market risk exposure since December 31, 2008.



|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.

(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 June 30, 2009. Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 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, 2008.



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(c) Changes in Internal Controls

Bank of Florida Corporation has made no significant changes in its internal controls over financial reporting during the six months ended June 30,
2009 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.

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 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

On April 30, 2009, the Company held its Annual Meeting of shareholders at which the following proposals were considered and acted upon:



|                                                                          |  |            |  |                
|------------------------------------------------------------------------- |  | ---------- |  | ---------------
|PROPOSAL IElection of the following directors, each for a one-year term:
|                                                                          |  |           
|Director                                                                  |  | Votes For: |  | Votes Withheld:
|Donald R. Barber                                                          |  | 9,988,523  |  | 179,772        
|Joe B. Cox                                                                |  | 10,033,306 |  | 134,989        
|Bradford G. Douglas                                                       |  | 9,152,955  |  | 1,015,340      
|John B. James                                                             |  | 9,986,828  |  | 181,467        
|LaVonne Johnson                                                           |  | 9,905,423  |  | 262,872        
|Edward Kaloust                                                            |  | 10,051,948 |  | 116,347        
|Michael L. McMullan                                                       |  | 10,000,907 |  | 167,388        
|Edward A. Morton                                                          |  | 10,039,034 |  | 129,261        
|Pierce T. Neese                                                           |  | 10,035,569 |  | 132,726        
|Michael T. Putziger                                                       |  | 10,025,424 |  | 142,871        
|Ramon A. Rodriguez                                                        |  | 10,018,811 |  | 149,484        
|L. Francis Rooney, III                                                    |  | 9,158,578  |  | 1,009,717      
|Terry W. Stiles                                                           |  | 10,027,834 |  | 140,461        



|                                                               |  |  |  | 
|-------------------------------------------------------------- |  |  |  | 
|PROPOSAL IIThe amendment of the 2006 Stock Compensation Plan:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|6,817,478 |  | 967,871 |  | 101,899



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##### Table of Contents

|                                                                                                                                                                            |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|PROPOSAL IIIAdjournment of the annual meeting to solicit additional proxies in the event there are not sufficient votes to approve any one or more of the above
Proposals:



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|8,997,347 |  | 950,128 |  | 219,820



|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 an (a.) were previously filed as a part of Form 10-K filed with the SEC on March 9, 2009. 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 Form 10-Q
filed with the SEC on November 5, 2008. The exhibits which are denominated by an (f.) were previously filed as part of Form 10-QSB/A filed on September 10, 2002. The exhibits which are denominated by a (g.) were previously filed as part of
Form 8-K filed on July 2, 2009. The exhibits which are denominated by a (h.) were previously filed as part of 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.



|              |  |                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------
|ExhibitNumber |  | 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     
|              | 
|g.3.4         |  | Articles of Amendment to Articles of Incorporation dated June 26, 2009                 
|              | 
|b.4.1         |  | Specimen Common Stock Certificate                                                      
|              | 
|m.4.2         |  | 2006 Stock Compensation Plan                                                           
|              | 
|b.4.3         |  | Form of Stock Purchase Warrant1999 Offering                                           
|              | 
|g.4.4         |  | Specimen Series B Preferred Stock Certificate                                          
|              | 
|i.4.5         |  | Form of Stock Purchase Warrant A2004 Offering                                         
|              | 
|i.4.6         |  | Form of Stock Purchase Warrant B2004 Offering                                         
|              | 
|g.4.7         |  | Form of Warrant2009 Offering                                                          
|              | 
|k.10.1        |  | Amended and Restated Employment Agreement of Michael L. McMullan dated February 1, 2005
|              | 
|a.10.2        |  | Change in Control Agreement of Roy N. Hellwege effective January 1, 2009               
|              | 
|a.10.3        |  | Change in Control Agreement of Charles K. Cross effective January 1, 2009              
|              | 
|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                 
|              | 
|a.10.7        |  | Deferred Compensation Plan of Bank of Florida dated November 19, 2008                  
|              | 
|a.10.8        |  | Change in Control Agreement of Julie W. Husler effective January 1, 2009               



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##### Table of Contents

|        |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|f.10.9  |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida                          
|        | 
|a.10.10 |  | Change in Control Agreement of Christopher Willman effective January 1, 2009                                 
|        | 
|a.10.11 |  | Change in Control Agreement of John B. James effective January 1, 2009                                       
|        | 
|l.10.12 |  | Change in Control Agreement of John S. Chaperon dated January 1, 2008                                        
|        | 
|e.10.13 |  | Change in Control Agreement of John Klumpp dated August 1, 2008                                              
|        | 
|e.10.14 |  | Change in Control Agreement of Wayne Gilmore dated August 1, 2008                                            
|        | 
|a.10.15 |  | Change in Control Agreement of Roberto Pelaez effective January 1, 2009                                      
|        | 
|e.10.16 |  | Change in Control Agreement of Charles Tipton dated August 1, 2008                                           
|        | 
|e.10.17 |  | Change in Control Agreement of Danny E. Morgan dated June 30, 2008                                           
|        | 
|l.10.18 |  | Change in Control Agreement of Tracy L. Keegan dated January 1, 2008                                         
|        | 
|a.10.19 |  | Amendment to Amended and Restated Employment Agreement of Michael L. McMullan dated December 15, 2008        
|        | 
|a.10.20 |  | Deferred Compensation Agreement of Tracy L. Keegan dated December 21, 2008                                   
|        | 
|a.10.21 |  | Deferred Compensation Agreement of John S. Chaperon dated December 21, 2008                                  
|        | 
|a.10.22 |  | Deferred Compensation Agreement of Roy N. Hellwege dated December 21, 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: August 7, 2009 |  | By:                         |  | /s/ Michael L. McMullan                              
|                      |  |                             |  | Michael L. McMullan                                  
|                      |  |                             |  | Chief Executive Officer (Principal Executive Officer)
|                      |  |                            
|Dated: August 7, 2009 |  | By:                         |  | /s/ Tracy L. Keegan                                  
|                      |  |                             |  | Tracy L. Keegan                                      
|                      |  |                             |  | Chief Financial Officer (Principal Financial Officer)



37