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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 March 31, 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 April 30, 2009 was 12,955,520 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 March 31, 2009 and December 31, 2008                                                      |  | 1   
|           |  |                                                                                                                      
|           |  | Consolidated Statements of Operations - Three months ended March 31, 2009 and 2008                                    |  | 2   
|           |  |                                                                                                                      
|           |  | Consolidated Statements of Stockholders Equity - Year ended December 31, 2008 and three-months ended March 
31, 2009 |  | 3   
|           |  |                                                                                                                      
|           |  | Consolidated Statements of Comprehensive Income (Loss) - Three months ended March 31, 2009 and
2008                   |  | 3   
|           |  |                                                                                                                      
|           |  | Consolidated Statements of Cash Flows - Three months ended March 31, 2009 and 2008                                    |  | 4   
|           |  |                                                                                                                      
|           |  | Notes to the Consolidated Financial Statements                                                                        |  | 5   
|           |  |                                                                                                                      
|           |  | Selected Quarterly Consolidated Financial Data                                                                        |  | 14  
|           |  |                                                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                  |  |     
|           |  |                                                                                                                      
|           |  | Overview                                                                                                              |  | 15  
|           |  |                                                                                                                      
|           |  | Analysis of Financial Condition                                                                                       |  | 16  
|           |  |                                                                                                                      
|           |  | Analysis of Results of Operations                                                                                     |  | 18  
|           |  |                                                                                                                      
|           |  | Liquidity and Capital Resources                                                                                       |  | 19  
|           |  |                                                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                            |  | 21  
|           |  |                                                                                                                      
|Item 4.    |  | Controls and Procedures                                                                                               |  | 21  
|           |  |                                                                                                                      
|PART II.   |  | Other Information                                                                                                     |  |     
|           |  |                                                                                                                      
|Item 1.    |  | Legal Proceedings                                                                                                     |  | 22  
|           |  |                                                                                                                      
|Item 6.    |  | Exhibits                                                                                                              |  | 22  
|           | 
|Signatures |  | 24                                                                                                                   



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2009 and December 31, 2008

(In Thousands, except share data)



|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                    |  | March 31,2009 |           |   | December 31,2008 |  
|                                                                                                                                                                                    |  | (Unaudited)   |           |   | (Audited)        |  
|ASSETS                                                                                                                                                                              |  |               |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                                             |  | $             | 55,891    |   |                  | $ | 47,064    |  
|Interest-bearing deposits due from other banks                                                                                                                                      |  |               | 190       |   |                  |   | 561       |  
|Federal funds sold                                                                                                                                                                  |  |               | 241       |   |                  |   | 313       |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|Total cash and cash equivalents                                                                                                                                                     |  |               | 56,322    |   |                  |   | 47,938    |  
|                                                                                                                                                                                    |  |              
|Securities held to maturity                                                                                                                                                         |  |               | 3,317     |   |                  |   | 3,316     |  
|Securities available for sale                                                                                                                                                       |  |               | 109,741   |   |                  |   | 114,660   |  
|Loans held for sale                                                                                                                                                                 |  |               | 156       |   |                  |   |          |  
|                                                                                                                                                                                    |  |              
|Loans held for investment                                                                                                                                                           |  |               | 1,288,021 |   |                  |   | 1,275,311 |  
|Less: Allowance for loan losses                                                                                                                                                     |  |               | 24,479    |   |                  |   | 29,533    |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|Net loans held for investment                                                                                                                                                       |  |               | 1,263,542 |   |                  |   | 1,245,778 |  
|                                                                                                                                                                                    |  |              
|Federal Home Loan Bank and Federal Reserve Bank stock, at cost                                                                                                                      |  |               | 8,647     |   |                  |   | 9,246     |  
|Premises and equipment                                                                                                                                                              |  |               | 29,029    |   |                  |   | 29,501    |  
|Accrued interest receivable                                                                                                                                                         |  |               | 5,121     |   |                  |   | 4,990     |  
|Cash surrender value of life insurance                                                                                                                                              |  |               | 3,564     |   |                  |   | 3,526     |  
|Deferred tax asset                                                                                                                                                                  |  |               | 7,067     |   |                  |   | 9,277     |  
|Goodwill                                                                                                                                                                            |  |               | 61,960    |   |                  |   | 61,960    |  
|Intangible assets, net                                                                                                                                                              |  |               | 2,778     |   |                  |   | 2,890     |  
|Foreclosed real estate, net                                                                                                                                                         |  |               | 5,481     |   |                  |   | 4,817     |  
|Other assets                                                                                                                                                                        |  |               | 13,530    |   |                  |   | 11,114    |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                                        |  | $             | 1,570,255 |   |                  | $ | 1,549,013 |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                |  |               |           |   |                  |   |           |  
|                                                                                                                                                                                    |  |              
|Deposits                                                                                                                                                                            |  | $             | 1,165,267 |   |                  | $ | 1,166,282 |  
|Subordinated debt                                                                                                                                                                   |  |               | 16,000    |   |                  |   | 16,000    |  
|Other borrowings                                                                                                                                                                    |  |               | 80,000    |   |                  |   | 20,000    |  
|Federal Home Loan Bank advances                                                                                                                                                     |  |               | 118,470   |   |                  |   | 152,474   |  
|Accrued interest payable                                                                                                                                                            |  |               | 2,140     |   |                  |   | 2,286     |  
|Accrued expenses and other liabilities                                                                                                                                              |  |               | 2,044     |   |                  |   | 1,992     |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|TOTAL LIABILITIES                                                                                                                                                                   |  |               | 1,383,921 |   |                  |   | 1,359,034 |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|                                                                                                                                                                                    |  |              
|Stockholders Equity:                                                                                                                                                               |  |               |           |   |                  |   |           |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at March 31, 2009 and
December 31, 2008                                 |  |               |          |   |                  |   |          |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2009
and December 31, 2008                       |  |               |          |   |                  |   |          |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,955,520 and 12,779,020 shares issued and outstanding at
March 31, 2009 and December 31, 2008, respectively |  |               | 130       |   |                  |   | 128       |  
|Additional paid-in capital                                                                                                                                                          |  |               | 200,592   |   |                  |   | 199,862   |  
|Restricted stock, 176,500 shares                                                                                                                                                    |  |               | (651      | ) |                  |   |          |  
|Accumulated deficit                                                                                                                                                                 |  |               | (19,403   | ) |                  |   | (15,030   | )
|Accumulated other comprehensive income                                                                                                                                              |  |               | 5,666     |   |                  |   | 5,019     |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                          |  |               | 186,334   |   |                  |   | 189,979   |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  
|                                                                                                                                                                                    |  |              
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                          |  | $             | 1,570,255 |   |                  | $ | 1,549,013 |  
|                                                                                                                                                                                    |  |               |           |   |                  |   |           |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 and 2008

(In Thousands, except share data, unaudited)



|                                                      |  |                             |            |   |      |   |           
|----------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ----------
|                                                      |  | Three-months endedMarch 31,
|                                                      |  | 2009                        |            |   | 2008
|INTEREST INCOME                                       |  |                             |            |   |      |   |           
|Interest and fees on loans                            |  | $                           | 17,299     |   |      | $ | 20,193    
|Interest on securities and other                      |  |                             | 1,492      |   |      |   | 704       
|Interest on federal funds sold                        |  |                             | 2          |   |      |   | 28        
|                                                      |  |                             |            |   |      |   |           
|TOTAL INTEREST INCOME                                 |  |                             | 18,793     |   |      |   | 20,925    
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|INTEREST EXPENSE                                      |  |                             |            |   |      |   |           
|Interest on deposits                                  |  |                             | 7,686      |   |      |   | 8,309     
|Interest on subordinated debt                         |  |                             | 147        |   |      |   | 270       
|Interest on Federal Home Loan Bank advances and other |  |                             | 1,365      |   |      |   | 1,611     
|                                                      |  |                             |            |   |      |   |           
|TOTAL INTEREST EXPENSE                                |  |                             | 9,198      |   |      |   | 10,190    
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES  |  |                             | 9,595      |   |      |   | 10,735    
|                                                      |  |                            
|PROVISION FOR LOAN LOSSES                             |  |                             | 6,693      |   |      |   | 687       
|                                                      |  |                             |            |   |      |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES   |  |                             | 2,902      |   |      |   | 10,048    
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|NONINTEREST INCOME                                    |  |                             |            |   |      |   |           
|Service charges and fees                              |  |                             | 472        |   |      |   | 494       
|Trust fees                                            |  |                             | 654        |   |      |   | 740       
|Gain on sale of assets, net                           |  |                             | 29         |   |      |   | 62        
|                                                      |  |                             |            |   |      |   |           
|TOTAL NONINTEREST INCOME                              |  |                             | 1,155      |   |      |   | 1,296     
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|NONINTEREST EXPENSES                                  |  |                             |            |   |      |   |           
|Salaries and employee benefits                        |  |                             | 5,211      |   |      |   | 5,494     
|Occupancy                                             |  |                             | 1,769      |   |      |   | 1,720     
|Equipment rental, depreciation and maintenance        |  |                             | 837        |   |      |   | 813       
|Data processing                                       |  |                             | 585        |   |      |   | 571       
|Stationary, postage and office supplies               |  |                             | 154        |   |      |   | 229       
|Professional fees                                     |  |                             | 483        |   |      |   | 510       
|Advertising, marketing and public relations           |  |                             | 219        |   |      |   | 188       
|Other                                                 |  |                             | 1,773      |   |      |   | 1,427     
|                                                      |  |                             |            |   |      |   |           
|TOTAL NONINTEREST EXPENSES                            |  |                             | 11,031     |   |      |   | 10,952    
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|(LOSS) INCOME BEFORE INCOME TAXES (BENEFIT)           |  |                             | (6,974     | ) |      |   | 392       
|Income taxes (benefit)                                |  |                             | (2,601     | ) |      |   | 159       
|                                                      |  |                             |            |   |      |   |           
|NET (LOSS) INCOME                                     |  | $                           | (4,373     | ) |      | $ | 233       
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|NET (LOSS) INCOME PER SHARE: BASIC                    |  | $                           | (0.34      | ) |      | $ | 0.02      
|                                                      |  |                             |            |   |      |   |           
|NET (LOSS) INCOME PER SHARE: DILUTED                  |  | $                           | (0.34      | ) |      | $ | 0.02      
|                                                      |  |                             |            |   |      |   |           
|                                                      |  |                            
|WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC            |  |                             | 12,779,020 |   |      |   | 12,779,020
|                                                      |  |                             |            |   |      |   |           
|WEIGHTED AVERAGE SHARES OUTSTANDING: DILUTED          |  |                             | 12,779,020 |   |      |   | 12,779,376
|                                                      |  |                             |            |   |      |   |           

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

For the Year Ended December 31, 2008 and the Three-Months Ended March 31, 2009 (Unaudited)

(In Thousands, except share and per share data)



|                                                                       |  |              |  |                          |     |                 |   |         |                    |   |      |                     |  |       |         |   |  |   |       |  |   |         |  
|---------------------------------------------------------------------- |  | ------------ |  | ------------------------ | --- | --------------- | - | ------- | ------------------ | - | ---- | ------------------- |  | ----- | ------- | - |  | - | ----- |  | - | ------- | -
|                                                                       |  | Common Stock |  | AdditionalPaid-InCapital |     | RestrictedStock |   |         | AccumulatedDeficit |   |      | ComprehensiveIncome |  | Total |        
|                                                                       |  | Shares       |  | Amount                   |     |                 |   |         |                   
|Balance, December 31, 2007                                             |  | 12,779,020   |  | $                        | 128 |                 | $ | 199,576 |                    |   |     |                     |  | $     | (1,808  | ) |  | $ | 1,035 |  | $ | 198,931 |  
|Net loss                                                               |  |             |  |                          |    |                 |   |         |                    |   |      |                     |  |       | (13,222 | ) |  |   |      |  |   | (13,222 | )
|Paid-in-capital from stock compensation expense                        |  |             |  |                          |    |                 |   | 286     |                    |   |     |                     |  |       |        |   |  |   |      |  |   | 286     |  
|Changes in fair value of interest rate swap, net of tax                |  |             |  |                          |    |                 |   |        |                    |   |     |                     |  |       |        |   |  |   | 2,312 |  |   | 2,312   |  
|Changes in fair value on available-for-sale securities and, net of tax |  |             |  |                          |    |                 |   |        |                    |   |     |                     |  |       |        |   |  |   | 1,672 |  |   | 1,672   |  
|                                                                       |  |              |  |                          |     |                 |   |         |                    |   |      |                     |  |       |         |   |  |   |       |  |   |         |  
|Balance, December 31, 2008                                             |  | 12,779,020   |  | $                        | 128 |                 | $ | 199,862 |                    |   |     |                     |  | $     | (15,030 | ) |  | $ | 5,019 |  | $ | 189,979 |  
|Net loss                                                               |  |              |  |                          |     |                 |   |         |                    |   |      |                     |  |       | (4,373  | ) |  |   |      |  |   | (4,373  | )
|Paid-in-capital from stock compensation expense                        |  |             |  |                          |    |                 |   | 70      |                    |   | 11   |                     |  |       |        |   |  |   |      |  |   | 81      |  
|Common stock issued                                                    |  | 176,500      |  |                          | 2   |                 |   | 660     |                    |   | (662 | )                   |  |       |        |   |  |   |      |  |   |        |  
|Changes in fair value of interest rate swap, net of tax                |  |             |  |                          |    |                 |   |        |                    |   |     |                     |  |       |        |   |  |   | 3     |  |   | 3       |  
|Changes in fair value on available-for-sale securities, net of tax     |  |             |  |                          |    |                 |   |        |                    |   |     |                     |  |       |        |   |  |   | 644   |  |   | 644     |  
|                                                                       |  |              |  |                          |     |                 |   |         |                    |   |      |                     |  |       |         |   |  |   |       |  |   |         |  
|Balance, March 31, 2009                                                |  | 12,955,520   |  | $                        | 130 |                 | $ | 200,592 |                    | $ | (651 | )                   |  | $     | (19,403 | ) |  | $ | 5,666 |  | $ | 186,334 |  
|                                                                       |  |              |  |                          |     |                 |   |         |                    |   |      |                     |  |       |         |   |  |   |       |  |   |         |  

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands, unaudited)



|                                                                                                                       |  |                             |        |   |      |   |      
|---------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | -----
|                                                                                                                       |  | Three-months endedMarch 31,
|                                                                                                                       |  | 2009                        |        |   | 2008
|Net income                                                                                                             |  | $                           | (4,373 | ) |      | $ | 233  
|                                                                                                                       |  |                            
|Other comprehensive income :                                                                                           |  |                             |        |   |      |   |      
|                                                                                                                       |  |                            
|Unrealized gains on available-for-sale securities:                                                                     |  |                             |        |   |      |   |      
|Unrealized holding gains arising during the period, net of income taxes of $388 in 2009 and $132 in 2008, respectively |  |                             | 644    |   |      |   | 220  
|                                                                                                                       |  |                            
|Unrealized gains on interest rate swap:                                                                                |  |                             |        |   |      |   |      
|Unrealized holding gains arising during the period, net of income taxes of $2 in 2009 and $651 in 2008, respectively   |  |                             | 3      |   |      |   | 1,081
|                                                                                                                       |  |                             |        |   |      |   |      
|                                                                                                                       |  |                            
|Comprehensive income                                                                                                   |  | $                           | (3,726 | ) |      | $ | 1,534
|                                                                                                                       |  |                             |        |   |      |   |      

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three-Months Ended March 31, 2009 and 2008

(In Thousands)



|                                                                                            |  |                                        |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | -------------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                            |  | (Unaudited)Three-Months EndedMarch 31, |         
|                                                                                            |  | 2009                                   |          |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net (loss) income                                                                           |  | $                                      | (4,373   | ) |      | $ | 233      |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                                        |          |   |      |   |          |  
|Depreciation and amortization                                                               |  |                                        | 785      |   |      |   | 777      |  
|Provision for loan losses                                                                   |  |                                        | 6,693    |   |      |   | 687      |  
|Accretion of deferred loan fees and costs, net                                              |  |                                        | (113     | ) |      |   | (358     | )
|Accretion of premiums and discounts on investments, net                                     |  |                                        | 3        |   |      |   | (30      | )
|Gain on sale of assets, net                                                                 |  |                                        | (29      | ) |      |   | (62      | )
|Originations of loans held for sale                                                         |  |                                        | (8,681   | ) |      |   | (14,697  | )
|Proceeds from sale of loans held for sale                                                   |  |                                        | 8,532    |   |      |   | 12,129   |  
|Amortization of intangible assets                                                           |  |                                        | 112      |   |      |   | 135      |  
|Increase (decrease) in accrued interest receivable                                          |  |                                        | (131     | ) |      |   | 422      |  
|Deferred income taxes (benefit)                                                             |  |                                        | 1,820    |   |      |   | 990      |  
|Increase in cash surrender value of bank-owned life insurance                               |  |                                        | (38      | ) |      |   | (36      | )
|Increase in other assets                                                                    |  |                                        | (2,412   | ) |      |   | (6       | )
|Stock compensation expense                                                                  |  |                                        | 81       |   |      |   | 75       |  
|Increase (decrease) in accrued interest payable                                             |  |                                        | (146     | ) |      |   | 66       |  
|Decrease in accrued expenses and other liabilities                                          |  |                                        | 52       |   |      |   | (1,031   | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         |  |                                        | 2,155    |   |      |   | (706     | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net increase in loans held for investment                                                   |  |                                        | (25,156  | ) |      |   | (29,002  | )
|Purchase of securities available for sale                                                   |  |                                        |         |   |      |   | (50,012  | )
|Purchase of FHLB stock                                                                      |  |                                        | (2,271   | ) |      |   | (8,482   | )
|Sale of FHLB stock                                                                          |  |                                        | 2,870    |   |      |   | 7,821    |  
|Proceeds from maturing securities and principal payments on available for sale securities   |  |                                        | 5,947    |   |      |   | 7,327    |  
|Proceeds from sale of foreclosed real estate                                                |  |                                        | 171      |   |      |   | 1,494    |  
|Purchase of premises and equipment, net                                                     |  |                                        | (313     | ) |      |   | (1,170   | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |                                        | (18,752  | ) |      |   | (72,024  | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net (decrease) increase in deposits                                                         |  |                                        | (1,015   | ) |      |   | 65,926   |  
|Proceeds from other borrowings                                                              |  |                                        | 196,900  |   |      |   | 20,000   |  
|Repayments of other borrowings                                                              |  |                                        | (136,900 | ) |      |   | (250     | )
|Proceeds from FHLB Advances                                                                 |  |                                        | 52,278   |   |      |   | 309,500  |  
|Repayment of FHLB Advances                                                                  |  |                                        | (86,282  | ) |      |   | (302,304 | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   |  |                                        | 24,981   |   |      |   | 92,872   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   |  |                                        | 8,384    |   |      |   | 20,142   |  
|CASH AND CASH EQUIVALENTS:                                                                  |  |                                        |          |   |      |   |          |  
|Beginning of period                                                                         |  |                                        | 47,938   |   |      |   | 17,388   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|End of period                                                                               |  | $                                      | 56,322   |   |      | $ | 37,530   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                            |  |                                        |          |   |      |   |          |  
|Cash paid during the period for:                                                            |  |                                        |          |   |      |   |          |  
|Interest                                                                                    |  | $                                      | 9,344    |   |      | $ | 10,124   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Taxes                                                                                       |  | $                                      |         |   |      | $ | 200      |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Noncash Transactions:                                                                       |  |                                        |          |   |      |   |          |  
|Unrealized holding gain on securities available-for-sale                                    |  | $                                      | 644      |   |      | $ | 220      |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Unrealized holding gain on derivatives                                                      |  | $                                      | 3        |   |      | $ | 1,081    |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Increase in goodwill                                                                        |  | $                                      |         |   |      | $ | 242      |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Transfer of loans to other real estate owned                                                |  | $                                      | 812      |   |      | $ | 242      |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Transfer of loans to held for sale                                                          |  | $                                      |         |   |      | $ | 15,242   |  
|                                                                                            |  |                                        |          |   |      |   |          |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1Organization and Basis of Presentation

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, Bank of Florida  Tampa Bay (collectively, the Banks), and Bank of Florida Trust Company (the Trust Company). All significant intercompany
balances and transactions have been eliminated.

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 consolidated financial statements reflect all adjustments necessary
(consisting of normal recurring adjustments) to present fairly our financial position as of March 31, 2009 and December 31, 2008, and the results of operations and cash flows for the three month periods ended March 31, 2009 and 2008,
and the stockholders equity for the three and twelve months ended March 31, 2009 and December 31, 2008. 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 March 31, 2009 financial statement presentation.
These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

NOTE
2Stock-based Compensation

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 March 31, 2009, there were 746,793 shares available for grant under the Plan.

The total fair value
of shares vested and recognized as compensation expense for the three months ended March 31, 2009 and 2008 was approximately $68,000 and $71,000, respectively. There was no associated tax benefit recognized in connection with these incentive
stock options. As of March 31, 2009, the Company had 115,613 nonvested options outstanding and there was approximately $786,000 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 31, 2013.

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



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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)



The per share weighted-average fair value of stock options granted during the
three months ended March 31, 2008 was $6.19 on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions.



|                        |  |                                         |  
|----------------------- |  | --------------------------------------- | -
|                        |  | For the three monthsended March 31,2008 |  
|Expected dividend yield |  |                                        |  
|Expected volatility     |  | 56.39                                   | %
|Risk-free interest rate |  | 3.25                                    | %
|Expected life           |  | 7 years                                 |  

There were no options exercised in the first quarter of 2009 and 2008. Stock option activity
during the three months ended March 31, 2009 was as follows (in thousands, except per share data):



|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|--------------------------- |  | ------------------ | - |  | ------------------------------------- | ----- | ------------------------ | --------- | ----------------------- | - | -
|                            |  | OPTIONSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE |       | REMAININGCONTRACTUALTERM |           | AGGREGATEINTRINSICVALUE
|Balance December 31, 2008   |  | 617,671            |   |  | $                                     | 14.71 |                          |           |                         | $ |  
|Granted                     |  |                   |   |  |                                       |      |                          |           |                         |   |  
|Exercised                   |  |                   |   |  |                                       |      |                          |           |                         |   |  
|Forfeited                   |  | (13,823            | ) |  |                                       | 15.58 |                          |           |                         |   |  
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|Balance, March 31, 2009     |  | 603,848            |   |  |                                       | 14.69 |                          | 5.4 years |                         |   | 
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|Exercisable, March 31, 2009 |  | 488,235            |   |  |                                       | 14.96 |                          | 4.7 years |                         |   | 
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  

The Company has also issued warrants to certain members of the Boards of Directors and Advisory
Boards of the Company and its subsidiaries. At March 31, 2009 and December 31, 2008 warrants to purchase 145,131 common shares at an average exercise price of $11.52 were outstanding. Of that amount, 136,377 were fully vested at
March 31, 2009 and December 31, 2008. Compensation expense totaling $1,000 and $4,000 was recognized during the three months ended March 31, 2009 and 2008, respectively, in connection with certain of these warrants (in thousands,
except per share data).



|                          |  |                     |  |                                       |      
|------------------------- |  | ------------------- |  | ------------------------------------- | -----
|                          |  | WARRANTSOUTSTANDING |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE
|Balance December 31, 2008 |  | 145,131             |  | $                                     | 11.52
|Granted                   |  |                    |  |                                       |     
|Exercised                 |  |                    |  |                                       |     
|Forfeited                 |  |                    |  |                                       |     
|                          |  |                     |  |                                       |      
|Balance March 31, 2009    |  | 145,131             |  |                                       | 11.52
|                          |  |                     |  |                                       |      

The Company granted restricted stock for 176,500 shares to Executive 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 176,500 nonvested shares of restricted stock as of March 31, 2009.
Compensation expense totaling $11,000, or $3.75 per share, was recognized during the three months ended March 31, 2009 in connection with restricted stock.



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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 April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (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. Management does
not anticipate it will 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. Management
does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In
December 2008, the FASB issued FSP FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets.This FSP amends FASB Statement No. 132 (revised 2003), Employers Disclosures about Pensions and Other
Postretirement Benefits,to provide guidance on an employers disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP also includes a technical amendment to Statement 132(R) that requires a
nonpublic entity to disclose net periodic benefit cost for each annual period for which a statement of income is presented. This FSP is effective for fiscal years ending after December 15, 2009. Management does not anticipate it will have a
material effect on the Companys consolidated financial condition or results of operations.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4Loans

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



|                                                     |  |               |           |   |                  |   |           |  
|---------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                     |  | March 31,2009 |           |   | December 31,2008 |  
|Loans held for sale  one-to-four family residential |  | $             | 156       |   |                  | $ |          |  
|                                                     |  |               |           |   |                  |   |           |  
|                                                     |  |              
|Real estate:                                         |  |               |           |   |                  |   |           |  
|Commercial real estate                               |  | $             | 619,416   |   |                  | $ | 576,486   |  
|Land and construction                                |  |               | 280,204   |   |                  |   | 318,607   |  
|One-to-four family residential                       |  |               | 180,822   |   |                  |   | 163,143   |  
|Multi-family                                         |  |               | 30,566    |   |                  |   | 42,539    |  
|                                                     |  |               |           |   |                  |   |           |  
|Total real estate loans                              |  | $             | 1,111,008 |   |                  | $ | 1,100,775 |  
|Commercial and industrial loans                      |  |               | 121,780   |   |                  |   | 118,883   |  
|Lines of credit                                      |  |               | 44,426    |   |                  |   | 44,681    |  
|Consumer loans                                       |  |               | 12,368    |   |                  |   | 12,646    |  
|                                                     |  |               |           |   |                  |   |           |  
|Total gross loans held for investment                |  |               | 1,289,582 |   |                  |   | 1,276,985 |  
|Less: allowance for loan losses                      |  |               | (24,479   | ) |                  |   | (29,533   | )
|Less: deferred loan fees, net                        |  |               | (1,561    | ) |                  |   | (1,674    | )
|                                                     |  |               |           |   |                  |   |           |  
|Total loans held for investment, net                 |  | $             | 1,263,542 |   |                  | $ | 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):



|                                                            |  |               |         |                  |   |       
|----------------------------------------------------------- |  | ------------- | ------- | ---------------- | - | ------
|                                                            |  | March 31,2008 |         | December 31,2008
|Impaired loans without a valuation allowance                |  | $             | 27,856  |                  | $ | 15,896
|Impaired loans with a valuation allowance                   |  |               | 96,190  |                  |   | 65,555
|                                                            |  |               |         |                  |   |       
|Total impaired loans                                        |  | $             | 124,046 |                  | $ | 81,451
|                                                            |  |               |         |                  |   |       
|                                                            |  |              
|Valuation allowance related to impaired loans               |  | $             | 13,920  |                  | $ | 18,554
|Total nonaccrual loans                                      |  | $             | 113,147 |                  | $ | 71,853
|Total foreclosed real estate                                |  | $             | 5,481   |                  | $ | 4,817 
|Total loans ninety days or more past due and still accruing |  | $             | 1,887   |                  | $ |      

There were no outstanding commitments to extend credit related to those loans in nonaccrual status
or 90 days or more past due.

At March 31, 2009 the primary source of repayment with respect to $124.0 million of the impaired loans
is sale of the related collateral or the conversion of the existing debt into debt at another financial institution. The majority of these loans are located in Lee and Collier counties of Florida.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 4Loans (contd)



With the uncertain real estate market in Collier and Lee counties of 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 March 31, 2009.

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



|                                |  |               |         |   |                  |   |        |  
|------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------ | -
|                                |  | March 31,2009 |         |   | December 31,2008 |  
|Balance at beginning of year    |  | $             | 29,533  |   |                  | $ | 14,431 |  
|Provision charged to operations |  |               | 6,719   |   |                  |   | 24,327 |  
|Charge-offs                     |  |               | (11,779 | ) |                  |   | (9,297 | )
|Recoveries                      |  |               | 6       |   |                  |   | 72     |  
|                                |  |               |         |   |                  |   |        |  
|Balance at end of year          |  | $             | 24,479  |   |                  | $ | 29,533 |  
|                                |  |               |         |   |                  |   |        |  

Of the $11.8 million in charge-offs during the first quarter of 2009, approximately $10.8 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 $10.8
million taken to absorb impaired collateral, would have been approximately 2.71% in the first quarter, compared to 2.32% at the end of 2008. The additions to nonperforming loans in the first quarter did not reveal significant collateral impairments.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 5(Loss) Income Per 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 March 31, 2009 and 2008, are summarized as follows (in thousands,
except per share data):



|                                                         |  |                                      |        |   |                                   |            |              |       |   |           |   |                                   |  |                |  |     
|-------------------------------------------------------- |  | ------------------------------------ | ------ | - | --------------------------------- | ---------- | ------------ | ----- | - | --------- | - | --------------------------------- |  | -------------- |  | ----
|                                                         |  | For the three months ended March 31,
|                                                         |  | 2009                                 |        |   | 2008                             
|                                                         |  | Net Loss                             |        |   | Weighted-AverageSharesOutstanding |            | LossPerShare |       |   | NetIncome |   | Weighted-AverageSharesOutstanding |  | IncomePerShare
|(Loss) income available to common shareholders - basic   |  | $                                    | (4,373 | ) |                                   | 12,779,020 |              | (0.34 | ) |           | $ | 233                               |  | 12,779,020     |  | 0.02
|Dilutive effect of stock options outstanding             |  |                                      |       |   |                                   |           |              |      |   |           |   |                                  |  | 300            |  |    
|Dilutive effect of warrants outstanding                  |  |                                      |       |   |                                   |           |              |      |   |           |   |                                  |  | 56             |  |    
|                                                         |  |                                      |        |   |                                   |            |              |       |   |           |   |                                   |  |                |  |     
|(Loss) income available to common shareholders  diluted |  | $                                    | (4,373 | ) |                                   | 12,779,020 |              | (0.34 | ) |           | $ | 233                               |  | 12,779,376     |  | 0.02
|                                                         |  |                                      |        |   |                                   |            |              |       |   |           |   |                                   |  |                |  |     

During the three months ended March 31, 2009 and March 31, 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-monthsendedMarch 31,2009 |         | Three-monthsendedMarch 31,2008
|Number of Shares                |  |                                | 748,979 |                                | 532,339
|Weighted Average Exercise Price |  | $                              | 14.08   |                                | 16.57  

Because the Company recorded a net loss for the three months ended March 31, 2009, all
potentially dilutive securities were anti-dilutive and basic and diluted loss per share were the same.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 6Fair Value Measurements

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

The following table sets forth the Companys assets that are measured at fair value on a recurring basis at the end of
the recent quarter (in thousands).



|                              |  |                                |  |                                                            |         |                                           |  |                                        |   |  |   |         |  |  
|----------------------------- |  | ------------------------------ |  | ---------------------------------------------------------- | ------- | ----------------------------------------- |  | -------------------------------------- | - |  | - | ------- |  | -
|                              |  | Fair ValueMeasurements03/31/09 |  | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |         | SignificantOtherObservableInputs(Level
2) |  | SignificantUnobservableInputs(Level 3)
|Description                   |  |                                |  |                                                            |         |                                           |  |                                        |   |  |   |         |  |  
|Securities available for sale |  | $                              |  |                                                            | 109,741 |                                           |  |                                        |  |  | $ | 109,741 |  | 
|Derivative assets             |  |                                |  |                                                            | 5,103   |                                           |  |                                        |  |  |   | 5,103   |  | 

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

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

During the first 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 first 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 quarter end (in thousands).



|                       |  |                                |        |                                                            |   |                                           |   |                                        |  |   |       
|---------------------- |  | ------------------------------ | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | - | ------
|Description            |  | Fair ValueMeasurements03/31/09 |        | Quoted Prices inActive Marketsfor
IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level
2) |   | SignificantUnobservableInputs(Level
3)
|Impaired loans         |  | $                              | 96,190 |                                                            |  |                                           | $ | 35,714                                 |  | $ | 60,476
|Foreclosed real estate |  |                                | 5,481  |                                                            |  |                                           |   |                                       |  |   | 5,481 



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 6Fair Value Measurements (contd)



Impaired loans had a carrying amount of $124,046,000 with a valuation
allowance of $13,920,000 at March 31, 2009. In addition, impaired loans with a carrying value of $27,856,000 at March 31, 2009 were measured for impairment using Level 3 inputs and had fair value in excess of carrying value.

NOTE 7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):



|                                                |  |               |        |   |                  |   |        |  
|----------------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                                |  | March 31,2009 |        |   | 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 |  | $             | 5,103  |   |                  | $ | 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 March 31, 2009, the unrealized gain relating to
the use of interest-rate swaps was recorded in other assets on the balance sheet in accordance with SFAS No. 133.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 8Other Borrowings

During March 2009, the company secured $15.0 million and $45.0 million in funding through the Federal Reserves Term Auction Facility and Federal Reserve Overnight Discount Window, respectively.

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



|                                                         |  |                   |        |      |                      |   |        |   |        |  |      |  
|-------------------------------------------------------- |  | ----------------- | ------ | ---- | -------------------- | - | ------ | - | ------ |  | ---- | -
|                                                         |  | At March 31, 2009 |        |      | At December 31, 2008 |  
|                                                         |  | Amount            |        | Rate |                      |   | Amount |   | Rate   | 
|Repurchase agreements; repurchase date 3/18/2013         |  | $                 | 20,000 |      | 3.29                 | % |        | $ | 20,000 |  | 3.29 | %
|Federal Reserve Term Auction Facility; matures 6/18/2009 |  |                   | 15,000 |      | .25                  |   |        |   |       |  |     |  
|Federal Reserve Discount Window Advances; daily maturity |  |                   | 45,000 |      | .50                  |   |        |   |       |  |     |  



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

(Unaudited)

SELECTED QUARTERLY
CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|------------------------------------------------------------- |  | --------------------------------------------- | ---------- | -- | ------------ | - | ---------- | ------------- |  | - | ------------ | -- |  | ------------- | ---------- | - |  | - | ---------- | -
|                                                              |  | Quarter Ended                                 |           
|                                                              |  | March 31,2009                                 |            |    | Dec. 31,2008 |   |            | Sept. 30,2008 |  |   | June 30,2008 |    |  | March 31,2008 |           
|                                                              |  | (dollars in thousands, except per share data) |           
|Statement of Operations Data:                                 |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Total interest income                                         |  | $                                             | 18,793     |    |              | $ | 20,428     |               |  | $ | 20,980       |    |  | $             | 20,994     |   |  | $ | 20,925     |  
|Total interest expense                                        |  |                                               | 9,198      |    |              |   | 10,639     |               |  |   | 10,059       |    |  |               | 9,647      |   |  |   | 10,190     |  
|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Net interest income before provision for loan losses          |  |                                               | 9,595      |    |              |   | 9,789      |               |  |   | 10,921       |    |  |               | 11,347     |   |  |   | 10,735     |  
|Provision for loan losses                                     |  |                                               | 6,693      |    |              |   | 16,026     |               |  |   | 6,190        |    |  |               | 1,585      |   |  |   | 687        |  
|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Net interest income after provision for loan losses           |  |                                               | 2,902      |    |              |   | (6,237     | )             |  |   | 4,731        |    |  |               | 9,762      |   |  |   | 10,048     |  
|Noninterest income                                            |  |                                               | 1,155      |    |              |   | 1,195      |               |  |   | 1,162        |    |  |               | 1,049      |   |  |   | 1,296      |  
|Noninterest expense                                           |  |                                               | 11,031     |    |              |   | 10,951     |               |  |   | 11,388       |    |  |               | 10,770     |   |  |   | 10,952     |  
|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Net (loss) income before income taxes (benefit)               |  |                                               | (6,974     | )  |              |   | (15,993    | )             |  |   | (5,495       | )  |  |               | 41         |   |  |   | 392        |  
|Income taxes (benefit)                                        |  |                                               | (2,601     | )  |              |   | (5,979     | )             |  |   | (2,050       | )  |  |               | 37         |   |  |   | 159        |  
|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Net (loss) income                                             |  |                                               | (4,373     | )  |              |   | (10,014    | )             |  |   | (3,445       | )  |  | $             | 4          |   |  |   | 233        |  
|                                                              |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|                                                              |  |                                               |            |    |             
|Share Data:                                                   |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Basic (loss) income per share                                 |  | $                                             | (0.34      | )  |              | $ | (0.78      | )             |  | $ | (0.27        | )  |  | $             | 0.00       |   |  | $ | 0.02       |  
|Diluted (loss) income per share                               |  |                                               | (0.34      | )  |              |   | (0.78      | )             |  |   | (0.27        | )  |  |               | 0.00       |   |  |   | 0.02       |  
|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 |   |  |   | 12,779,376 |  
|Total shares outstanding                                      |  |                                               | 12,955,520 |    |              |   | 12,779,020 |               |  |   | 12,779,020   |    |  |               | 12,779,020 |   |  |   | 12,779,020 |  
|Book value per common share (period end)                      |  |                                               | 14.38      |    |              |   | 14.87      |               |  |   | 15.39        |    |  |               | 15.45      |   |  |   | 15.69      |  
|                                                              |  |                                               |            |    |             
|Balance Sheet Data:                                           |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Total assets                                                  |  | $                                             | 1,570,255  |    |              |   | 1,549,013  |               |  | $ | 1,545,054    |    |  | $             | 1,414,689  |   |  | $ | 1,404,034  |  
|Total cash and cash equivalents                               |  |                                               | 56,322     |    |              |   | 47,938     |               |  |   | 90,759       |    |  |               | 17,252     |   |  |   | 37,530     |  
|Interest-earning assets                                       |  |                                               | 1,410,313  |    |              |   | 1,403,407  |               |  |   | 1,418,720    |    |  |               | 1,294,991  |   |  |   | 1,284,195  |  
|Investment securities                                         |  |                                               | 113,058    |    |              |   | 117,976    |               |  |   | 91,600       |    |  |               | 92,542     |   |  |   | 81,075     |  
|Loans, net                                                    |  |                                               | 1,288,177  |    |              |   | 1,275,311  |               |  |   | 1,247,802    |    |  |               | 1,191,733  |   |  |   | 1,174,472  |  
|Allowance for loan losses                                     |  |                                               | 24,479     |    |              |   | 29,533     |               |  |   | 14,264       |    |  |               | 13,232     |   |  |   | 12,811     |  
|Intangible assets                                             |  |                                               | 64,738     |    |              |   | 64,850     |               |  |   | 64,968       |    |  |               | 65,091     |   |  |   | 65,220     |  
|Deposit accounts                                              |  |                                               | 1,165,267  |    |              |   | 1,166,282  |               |  |   | 1,199,705    |    |  |               | 1,012,408  |   |  |   | 1,003,042  |  
|Other borrowings                                              |  |                                               | 214,470    |    |              |   | 188,474    |               |  |   | 144,278      |    |  |               | 201,282    |   |  |   | 198,286    |  
|Stockholders equity                                          |  |                                               | 186,334    |    |              |   | 189,979    |               |  |   | 196,686      |    |  |               | 197,492    |   |  |   | 200,540    |  
|                                                              |  |                                               |            |    |             
|Performance Ratios:                                           |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Return on average assets                                      |  |                                               | (1.15      | )% |              |   | (2.65      | )%            |  |   | (0.95        | )% |  |               | 0.00       | % |  |   | 0.07       | %
|Return on average common stockholders equity                 |  |                                               | (9.23      | )  |              |   | (20.89     | )             |  |   | (6.96        | )  |  |               | 0.01       |   |  |   | 0.47       |  
|Interest-rate spread during the period                        |  |                                               | 2.71       |    |              |   | 3.01       |               |  |   | 2.90         |    |  |               | 3.11       |   |  |   | 3.01       |  
|Net interest margin                                           |  |                                               | 2.93       |    |              |   | 2.89       |               |  |   | 3.33         |    |  |               | 3.58       |   |  |   | 3.62       |  
|Efficiency ratio1                                             |  |                                               | 102.61     |    |              |   | 99.70      |               |  |   | 94.48        |    |  |               | 86.88      |   |  |   | 91.01      |  
|                                                              |  |                                               |            |    |             
|Asset Quality Ratios:                                         |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Allowance for loan losses to period end loans                 |  |                                               | 1.90       | %  |              |   | 2.32       | %             |  |   | 1.14         | %  |  |               | 1.11       | % |  |   | 1.09       | %
|Allowance for loan losses to nonperforming loans              |  |                                               | 21.28      |    |              |   | 41.10      |               |  |   | 49.08        |    |  |               | 54.56      |   |  |   | 68.76      |  
|Net charge-offs to average loans                              |  |                                               | 3.92       |    |              |   | 0.26       |               |  |   | 1.72         |    |  |               | 0.40       |   |  |   | 0.74       |  
|Nonperforming assets to period end total assets               |  |                                               | 7.67       |    |              |   | 4.95       |               |  |   | 2.15         |    |  |               | 1.75       |   |  |   | 1.33       |  
|                                                              |  |                                               |            |    |             
|Capital and Liquidity Ratios:                                 |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Average equity to average assets                              |  |                                               | 12.46      | %  |              |   | 12.70      | %             |  |   | 13.66        | %  |  |               | 14.12      | % |  |   | 15.14      | %
|Leverage (4.00% required minimum)                             |  |                                               | 7.62       |    |              |   | 7.86       |               |  |   | 9.19         |    |  |               | 9.68       |   |  |   | 10.31      |  
|                                                              |  |                                               |            |    |             
|Risk-based capital:                                           |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Tier 1                                                        |  |                                               | 8.49       | %  |              |   | 8.64       | %             |  |   | 9.35         | %  |  |               | 10.17      | % |  |   | 10.09      | %
|Total                                                         |  |                                               | 10.98      |    |              |   | 11.12      |               |  |   | 11.59        |    |  |               | 12.47      |   |  |   | 12.33      |  
|Average loans to average deposits                             |  |                                               | 104.04     |    |              |   | 103.84     |               |  |   | 112.45       |    |  |               | 116.29     |   |  |   | 120.79     |  
|                                                              |  |                                               |            |    |             
|Trust Assets Under Advice:                                    |  |                                               |            |    |              |   |            |               |  |   |              |    |  |               |            |   |  |   |            |  
|Total assets under advice                                     |  | $                                             | 522,541    |    |              | $ | 494,633    |               |  | $ | 439,942      |    |  | $             | 475,890    |   |  | $ | 479,610    |  
|                                                              |  |                                               |            |    |             
|Trust fee income                                              |  |                                               | 654        |    |              |   | 621        |               |  |   | 679          |    |  |               | 679        |   |  |   | 740        |  
|Trust fees as a % of average assets under advice (annualized) |  |                                               | 0.50       | %  |              |   | 0.50       | %             |  |   | 0.62         | %  |  |               | 0.57       | % |  |   | 0.62       | %



|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 $1.6 billion financial services 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 are among the fastest growing markets in Florida. Those markets include Collier and Lee Counties on the southwest coast of Florida (served by Bank of Florida - Southwest),
Broward, Miami-Dade, and Palm Beach Counties on the southeast coast (served by Bank of Florida - Southeast), and Hillsborough and Pinellas Counties in the Tampa Bay area (served by Bank of Florida  Tampa Bay). The high population growth and
income demographics of the counties in which the Company operates support its plans to grow loans, deposits, and wealth management revenues with limited, highly selective, full-service locations. These counties together constitute more than 50% of
the deposit market share in the state of Florida.

CRITICAL ACCOUNTING POLICIES

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



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##### Table of Contents

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

A loan is considered impaired when, based on current information and events, it is probable that the
Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral
value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Larger impaired credits that are
measured according to SFAS No. 114 have been defined to include loans 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 made outside the scope of SFAS No. 114 are measured according to SFAS No. 5 and include commercial real estate loans that are performing
or have not been specifically identified under SFAS No. 114, and large groups of smaller balance homogeneous loans evaluated based on historical loss experience adjusted for qualitative factors.

EXECUTIVE SUMMARY

Total Assets grew to $1.6 billion
at March 31, 2009, up $21.2 million or 1.4% from December 31, 2008, primarily as a result of loan growth, and cash and due from banks. Loans climbed $12.9 million or 1.0% during the first three months of this year and investments
securities decreased $4.9 million or 4.2%, and cash and due from banks increased to $56.3 million. Total deposits decreased $1.0 million to $1.2 billion. Core deposits, which exclude all certificates of deposit, decreased $4.8 million while
certificates of deposit increased $5.8 million. Book value per share declined to $14.38, down $.49 over the last three months.

The Company
realized a first quarter net loss of $4.4 million, or ($0.34) per diluted share, versus $0.02 per diluted share during the same period in 2008. The net loss was primarily due to a $6.0 million increase in provision for loan losses in addition to a
$1.3 million or 10.6% 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.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities available for
sale and overnight investments were $110.0 million at March 31, 2009, a decrease of $5.0 million or 4.3% over that held at December 31, 2008.

Securities available for sale totaled $109.7 million, a decrease of $4.9 million from the level held at December 31, 2008. The Company had $3.3 million classified as held to maturity at March 31, 2009 and
December 31, 2008. The Company does not currently engage in trading activities and, therefore, did not hold any securities classified as trading at March 31, 2009 or December 31, 2008.



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##### Table of Contents

Loans

Total gross loans, including loans held for sale, totaled $1.3 billion at March 31, up $12.9 million or 1.0% for the first three months of 2009. Construction loans, largely secured by commercial real estate, totaled $280.2 million
(21.8% of total loans) at March 31, 2009, down $38.4 million since the end of last year. Commercial real estate loans, including multi-family dwellings but excluding those in construction, increased by $31.1 million and also total 50.3% of
total loans outstanding, while commercial and industrial loans climbed $2.9 million to approximately 9.5% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $181.0 million (14.0% of total loans), up
$17.8 million from year-end. Consumer lines of credit and installment and other loans decreased $0.5 million (4.4% 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 $115.0 million at March 31, 2009, 8.93% of total loans outstanding, compared to $71.9 million at the end of
2008. Thirty-to-ninety day delinquent loans were $36.5 million or 2.83% of loans outstanding at March 31, 2009, an increase of $13.7 million in total loan delinquencies from December 31, 2008. There were $11.8 million in net charge-offs
for the first three months of 2009, resulting in net charge-offs to average loans of 3.92%, an increase of 3.18% from the first three 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 4  Loans.

Deposits

Total deposits decreased $1.0 million or 0.1% during the first quarter of 2009 to $1.2 billion. Core deposits, which exclude all CDs, increased $4.8
million or 1% in the past 90 days, with the growth in money market and NOW accounts more than offsetting the decline in non interest bearing deposits. Certificate of deposit accounts decreased $5.8 million decline or 1.0% in the first three months
of 2009.

The annualized average rate paid on total interest bearing deposits during the first three months of 2009 was 2.96%, a decrease
of 105 basis points compared to the first quarter last year. This decrease resulted primarily from 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 March 31, 2009 borrowings totaled $214.5 million, an increase of $26.0 million
compared to December 31, 2008. Total borrowings at March 31, 2009 consisted of $20.0 million of repurchase agreements, $60 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 $45.0 million that mature daily. The maturities of all
borrowings range from June 2009 through July 2017.

During March 2009, the company secured funding of $15.0 million at a rate of 0.25% and
$45.0 million at a rate of 0.50% through the Federal Reserves Term Auction facility and Federal Reserve Overnight Discount Window, respectively.

Stockholders equity

Total stockholders equity was $186.3 million at March 31, 2009 a $3.6 million
decrease since December 31, 2008. Book value per share was $14.38 at March 31 while the tangible book value per share was $9.39. The Companys Tier 1 leverage ratio decreased 24 basis points to 7.62% at March 31, 2009 and is
still well above the minimum for bank holding companies of 4.0%.



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ANALYSIS OF RESULTS OF OPERATIONS

First Quarter 2009 Compared to First Quarter 2008

Consolidated net loss for the first quarter of 2009 totaled $4.4 million, a decrease of $4.6 million or 1976.8% compared to first 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 $1.3 million or 10.6%, primarily driven by the decline in interest rates.

The $1.3 million decrease in top-line revenue against a $79 thousand or 0.7% increase in noninterest expense resulted in an efficiency ratio for the quarter of 102.6%. The provision for loan losses increased $6.0
million compared to the same period last year.

Net interest income

Net interest income in the first quarter totaled $9.6 million, down $1.1 million or 10.6% less than the first quarter of 2008, the result of the 200 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 29 basis points when comparing first quarter 2009 versus first quarter 2008. The yield on earning
assets decreased 130 basis points over the same period last year to 5.75%, with continued pressures from a declining rate environment as interest bearing liabilities repriced during the quarter resulted in a 100 basis point decrease in the cost of
funds to 3.04%. Interest income was negatively impacted by approximately $1.1 million in first quarter 2009 due to interest that was reversed on loans that migrated to nonaccrual status.

Noninterest income

Noninterest income was $1.2 million in the first quarter of 2009, a $141
thousand or 10.9% decrease over the same quarter last year. This decrease was primarily the result of a decline in trust revenues. First quarter 2009 trust fees were $654,000 compared to $740,000 for the first quarter of the prior year. Over the
past twelve months, assets under advice have increased $42.9 million or 9.0% to $522.5 million at March 31st. Service charges and other fee income decreased $22,000 over the first quarter of 2008 as a result of less late fee and other income.
Additionally, gain on sale of assets declined $33,000 as a result of lower secondary market income and fixed asset dispositions.

Noninterest expense

Noninterest expense totaled $11.0 million for the first quarter of 2009 compared to $10.9 million for the comparable quarter last
year. This increase reflected a 0.7% or $79 thousand increase compared to first quarter 2008. The primary increases occurred in occupancy and equipment-related expenses, advertising, regulatory assessments and repossession expenses associated with
the other real estate owned properties. These increases were partially offset by decreases in personnel costs, office supplies and professional fees.

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 first quarter provision for loan losses was $6.7 million, up $6.0 million (874.2%) from first quarter 2008. At March 31, 2009, the loan loss allowance was 1.90% of total loans or 21.3% of the
nonperforming loans. There were $11.8 million in net charge-offs in the first quarter of 2009, resulting in net charge-offs to average loans of 3.92%. The primary factor impacting the amount of these charge-offs is the continued decline in property
values across the Florida markets.

There were $115.0 million in nonperforming loans at March 31, 2009 compared to $18.6 million at
March 31, 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 $36.5 million at
March 31, 2009 from $20.4 million at March 31, 2008.



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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 money market conditions. Borrowings may be used on a short-term basis to compensate for
reductions in other sources, such as deposits at less than projected levels, and may be used to fund the origination of mortgage loans designated to be sold in the secondary market.

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 March 31, 2009, the Company had $118.5 million in outstanding
borrowings from the FHLB of its present $269.8 million line, and there was $162.1 million in other available lines from correspondents.

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

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 currently 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



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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.

The Company and subsidiary Banks were all considered well capitalized as of March 31, 2009. The Companys Tier 1 leverage ratio, Tier 1
risk-based capital ratio and Total risk-based capital ratio was 7.62%, 8.49% and 10.98%, respectively as of March 31, 2009 which are consistent with the Banks capital ratios.

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 March 31, 2009, follows (in thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 2,212  
|Undisbursed lines of credit  |  |                 | 134,938
|Commitments to extend credit |  |                 | 18,501 



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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. Our disclosure controls and procedures are designed to provide us with a reasonable assurance that the information required to be disclosed in reports filed with the SEC is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.

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

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

Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of March 31, 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 three months ended March 31,
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 from these proceedings, if any, will not have a material adverse effect on our financial
condition or results of operations.



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

The following exhibits are filed with the
Securities and Exchange Commission and are incorporated by reference into this Form 10-Q. The exhibits which are denominated by 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 (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.



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|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|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                             
|              | 
|b.4.1         |  | Specimen Common Stock Certificate                                                                              
|              | 
|m.4.2         |  | 2006 Stock Compensation Plan                                                                                   
|              | 
|b.4.3         |  | Form of Stock Purchase Warrant1999 Offering                                                                   
|              | 
|i.4.5         |  | Form of Stock Purchase Warrant A 2004 Offering                                                                
|              | 
|i.4.6         |  | Form of Stock Purchase Warrant B 2004 Offering                                                                
|              | 
|k.10.1        |  | Amended and Restated Employment Agreement of Michael L. McMullan dated February 1, 2005                        
|              | 
|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                                       
|              | 
|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: May 7, 2009 |  | By:                         |  | /s/ Michael L. McMullan      
|                   |  |                             |  | Michael L. McMullan          
|                   |  |                             |  | Chief Executive Officer      
|                   |  |                             |  | (Principal Executive Officer)
|                   |  |                            
|Dated: May 7, 2009 |  | By:                         |  | /s/ Tracy L. Keegan          
|                   |  |                             |  | Tracy L. Keegan              
|                   |  |                             |  | Chief Financial Officer      
|                   |  |                             |  | (Principal Financial Officer)



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