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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, 2008

Commission File Number 000-50091





BANK OF FLORIDA CORPORATION





A Florida Corporation

IRS Employer
Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100





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

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

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

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

The number of shares outstanding of the
Registrants common stock, as of April 30, 2008 was 12,779,020 shares of $.01 par value common stock.









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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index



|           |  |                                                                                                                               |  |     
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                               |  | Page
|PART I.    |  | Financial Information                                                                                                         |  |     
|           |  |                                                                                                                              
|Item 1.    |  | Financial Statements (Unaudited)                                                                                              |  |     
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Balance SheetsMarch 31, 2008 and December 31, 2007                                                     |  | 1   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Operations -Three months ended March 31, 2008 and 2007                                   |  | 2   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Stockholders Equity -Year ended December 31, 2007 and three-months ended March 31, 2008 |  | 3   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Comprehensive Income -Three months ended March 31, 2008 and 2007                         |  | 3   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2008 and 2007                                   |  | 4   
|           |  |                                                                                                                              
|           |  | Notes to the Condensed Consolidated Financial Statements                                                                      |  | 5   
|           |  |                                                                                                                              
|           |  | Selected Quarterly Consolidated Financial Data                                                                                |  | 13  
|           |  |                                                                                                                              
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                          |  |     
|           |  |                                                                                                                              
|           |  | Overview                                                                                                                      |  | 14  
|           |  |                                                                                                                              
|           |  | Analysis of Financial Condition                                                                                               |  | 15  
|           |  |                                                                                                                              
|           |  | Analysis of Results of Operations                                                                                             |  | 16  
|           |  |                                                                                                                              
|           |  | Liquidity and Capital Resources                                                                                               |  | 17  
|           |  |                                                                                                                              
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 19  
|           |  |                                                                                                                              
|Item 4.    |  | Controls and Procedures                                                                                                       |  | 20  
|           |  |                                                                                                                              
|PART II.   |  | Other Information                                                                                                             |  |     
|           |  |                                                                                                                              
|Item 1.    |  | Legal Proceedings                                                                                                             |  | 21  
|           |  |                                                                                                                              
|Item 6.    |  | Exhibits                                                                                                                      |  | 21  
|           |  |                                                                                                                              
|Signatures |  |                                                                                                                               |  | 23  



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2008 and December 31, 2007

($ In Thousands, except share data)



|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                     |  | March 31,2008 |           |   | December 31,2007 |  
|                                                                                                                                                                     |  | (Unaudited)   |           |   |                  |  
|ASSETS                                                                                                                                                               |  |               |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                              |  | $             | 18,659    |   |                  | $ | 17,171    |  
|Interest-bearing deposits due from other banks                                                                                                                       |  |               | 40        |   |                  |   | 217       |  
|Federal funds sold                                                                                                                                                   |  |               | 18,831    |   |                  |   |          |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                                      |  |               | 37,530    |   |                  |   | 17,388    |  
|Securities held to maturity                                                                                                                                          |  |               | 3,314     |   |                  |   | 3,314     |  
|Securities available for sale                                                                                                                                        |  |               | 77,761    |   |                  |   | 34,694    |  
|Loans held for sale                                                                                                                                                  |  |               | 18,286    |   |                  |   | 417       |  
|Loans held for investment                                                                                                                                            |  |               | 1,156,186 |   |                  |   | 1,144,345 |  
|Less: Allowance for loan losses                                                                                                                                      |  |               | 12,811    |   |                  |   | 14,431    |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|Net loans held for investment                                                                                                                                        |  |               | 1,143,375 |   |                  |   | 1,129,914 |  
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                       |  |               | 9,778     |   |                  |   | 9,117     |  
|Premises and equipment                                                                                                                                               |  |               | 30,152    |   |                  |   | 29,782    |  
|Accrued interest receivable                                                                                                                                          |  |               | 5,142     |   |                  |   | 5,564     |  
|Cash surrender value of life insurance                                                                                                                               |  |               | 3,419     |   |                  |   | 3,383     |  
|Deferred tax asset                                                                                                                                                   |  |               | 3,834     |   |                  |   | 5,607     |  
|Goodwill                                                                                                                                                             |  |               | 61,960    |   |                  |   | 62,202    |  
|Intangible assets, net                                                                                                                                               |  |               | 3,260     |   |                  |   | 3,395     |  
|Other assets                                                                                                                                                         |  |               | 6,223     |   |                  |   | 5,711     |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                         |  | $             | 1,404,034 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|                                                                                                                                                                     |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                 |  |               |           |   |                  |   |           |  
|Deposits                                                                                                                                                             |  | $             | 1,003,042 |   |                  | $ | 937,116   |  
|Federal funds purchased                                                                                                                                              |  |               |          |   |                  |   | 250       |  
|Subordinated Debt                                                                                                                                                    |  |               | 16,000    |   |                  |   | 16,000    |  
|Other borrowings                                                                                                                                                     |  |               | 20,000    |   |                  |   |          |  
|Federal home loan bank advances                                                                                                                                      |  |               | 162,286   |   |                  |   | 155,090   |  
|Accrued interest payable                                                                                                                                             |  |               | 1,827     |   |                  |   | 1,761     |  
|Accrued expenses and other liabilities                                                                                                                               |  |               | 339       |   |                  |   | 1,340     |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|TOTAL LIABILITIES                                                                                                                                                    |  |               | 1,203,494 |   |                  |   | 1,111,557 |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|                                                                                                                                                                     |  |              
|Stockholders Equity:                                                                                                                                                |  |               |           |   |                  |   |           |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at March 31, 2008 and
December 31, 2007.                 |  |               |          |   |                  |   |          |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2008
and December 31, 2007.       |  |               |          |   |                  |   |          |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,779,020 shares issued and outstanding at March 31, 2008 and
December 31, 2007, respectively |  |               | 128       |   |                  |   | 128       |  
|Additional paid-in capital                                                                                                                                           |  |               | 199,651   |   |                  |   | 199,576   |  
|Accumulated deficit                                                                                                                                                  |  |               | (1,575    | ) |                  |   | (1,808    | )
|Accumulated other comprehensive income                                                                                                                               |  |               | 2,336     |   |                  |   | 1,035     |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                           |  |               | 200,540   |   |                  |   | 198,931   |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                           |  | $             | 1,404,034 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                     |  |               |           |   |                  |   |           |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2008 and 2007

(In Thousands, except share data, unaudited)



|                                                    |  |                             |            |      |   |          
|--------------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ---------
|                                                    |  | Three-months endedMarch 31,
|                                                    |  | 2008                        |            | 2007
|INTEREST INCOME                                     |  |                             |            |      |   |          
|Interest and fees on loans                          |  | $                           | 20,193     |      | $ | 16,013   
|Interest on securities and other                    |  |                             | 704        |      |   | 616      
|Interest on federal funds sold                      |  |                             | 28         |      |   | 102      
|                                                    |  |                             |            |      |   |          
|TOTAL INTEREST INCOME                               |  |                             | 20,925     |      |   | 16,731   
|                                                    |  |                             |            |      |   |          
|                                                    |  |                            
|INTEREST EXPENSE                                    |  |                             |            |      |   |          
|Interest on deposits                                |  |                             | 8,309      |      |   | 6,650    
|Interest on subordinated debt and other             |  |                             | 295        |      |   | 207      
|Interest on Federal Home Loan Bank advances         |  |                             | 1,586      |      |   | 742      
|                                                    |  |                             |            |      |   |          
|TOTAL INTEREST EXPENSE                              |  |                             | 10,190     |      |   | 7,599    
|                                                    |  |                             |            |      |   |          
|                                                    |  |                            
|NET INTEREST INCOME                                 |  |                             | 10,735     |      |   | 9,132    
|PROVISION FOR LOAN LOSSES                           |  |                             | 687        |      |   | 576      
|                                                    |  |                             |            |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 10,048     |      |   | 8,556    
|                                                    |  |                             |            |      |   |          
|NONINTEREST INCOME                                  |  |                             |            |      |   |          
|Service charges and fees                            |  |                             | 494        |      |   | 468      
|Trust fees                                          |  |                             | 740        |      |   | 716      
|Gain on sale of assets, net                         |  |                             | 62         |      |   | 76       
|                                                    |  |                             |            |      |   |          
|TOTAL NONINTEREST INCOME                            |  |                             | 1,296      |      |   | 1,260    
|                                                    |  |                             |            |      |   |          
|NONINTEREST EXPENSES                                |  |                             |            |      |   |          
|Salaries and employee benefits                      |  |                             | 5,494      |      |   | 4,558    
|Occupancy                                           |  |                             | 1,720      |      |   | 1,145    
|Equipment rental, depreciation and maintenance      |  |                             | 813        |      |   | 417      
|Data processing                                     |  |                             | 571        |      |   | 595      
|Stationary, postage and office supplies             |  |                             | 229        |      |   | 178      
|Professional fees                                   |  |                             | 510        |      |   | 371      
|Advertising, marketing and public relations         |  |                             | 188        |      |   | 239      
|Other                                               |  |                             | 1,427      |      |   | 851      
|                                                    |  |                             |            |      |   |          
|TOTAL NONINTEREST EXPENSES                          |  |                             | 10,952     |      |   | 8,354    
|                                                    |  |                             |            |      |   |          
|INCOME BEFORE INCOME TAXES                          |  |                             | 392        |      |   | 1,462    
|Income taxes                                        |  |                             | 159        |      |   | 597      
|                                                    |  |                             |            |      |   |          
|NET INCOME                                          |  | $                           | 233        |      | $ | 865      
|                                                    |  |                             |            |      |   |          
|NET INCOME PER SHARE: BASIC                         |  | $                           | 0.02       |      | $ | 0.09     
|                                                    |  |                             |            |      |   |          
|NET INCOME PER SHARE: DILUTED                       |  | $                           | 0.02       |      | $ | 0.09     
|                                                    |  |                             |            |      |   |          
|WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC          |  |                             | 12,779,020 |      |   | 9,588,972
|                                                    |  |                             |            |      |   |          
|WEIGHTED AVERAGE SHARES OUTSTANDING: DILUTED        |  |                             | 12,779,376 |      |   | 9,794,468
|                                                    |  |                             |            |      |   |          
|DIVIDENDS PER SHARE                                 |  | $                           |           |      | $ |         
|                                                    |  |                             |            |      |   |          

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

For the Year Ended December 31, 2007 and the Three-Months Ended March 31, 2008 (Unaudited)

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



|                                                                       |  |              |  |                   |     |             |   |         |                          |   |        |   |       |   |       |  |   |        
|---------------------------------------------------------------------- |  | ------------ |  | ----------------- | --- | ----------- | - | ------- | ------------------------ | - | ------ | - | ----- | - | ----- |  | - | -------
|                                                                       |  | Common Stock |  | AdditionalPaid-In |     | Accumulated |   |         | AccumulatedComprehensive |   |       
|                                                                       |  | Shares       |  | Amount            |     | Capital     |   | Deficit |                          |   | Income |   | Total
|Balance, December 31, 2006                                             |  | 9,575,153    |  | $                 | 96  |             |   | 139,854 |                          | $ | (4,551 | ) |       | $ | 106   |  | $ | 135,505
|Net income                                                             |  |              |  |                   |     |             |   |         |                          |   | 2,743  |   |       |   |      |  |   | 2,743  
|Exercise of stock options, warrants and other                          |  | 160,585      |  |                   | 2   |             |   | 1,837   |                          |   |       |   |       |   |      |  |   | 1,839  
|Paid-in-capital from stock compensation expense                        |  |             |  |                   |    |             |   | 350     |                          |   |       |   |       |   |      |  |   | 350    
|Tax benefit from stock options exercised                               |  |             |  |                   |    |             |   | 397     |                          |   |       |   |       |   |      |  |   | 397    
|Common stock issued in acquisition                                     |  | 3,043,282    |  |                   | 30  |             |   | 57,138  |                          |   |       |   |       |   |      |  |   | 57,168 
|Changes in fair value of interest rate swap, net of tax                |  |             |  |                   |    |             |   |        |                          |   |       |   |       |   | 870   |  |   | 870    
|Changes in fair value on available-for-sale securities and, net of tax |  |             |  |                   |    |             |   |        |                          |   |       |   |       |   | 59    |  |   | 59     
|                                                                       |  |              |  |                   |     |             |   |         |                          |   |        |   |       |   |       |  |   |        
|Balance, December 31, 2007                                             |  | 12,779,020   |  | $                 | 128 |             | $ | 199,576 |                          | $ | (1,808 | ) |       | $ | 1,035 |  | $ | 198,931
|Net income                                                             |  |              |  |                   |     |             |   |         |                          |   | 233    |   |       |   |      |  |   | 233    
|Paid-in-capital from stock compensation expense                        |  |             |  |                   |    |             |   | 75      |                          |   |       |   |       |   |      |  |   | 75     
|Changes in fair value of interest rate swap, net of tax                |  |             |  |                   |    |             |   |        |                          |   |       |   |       |   | 1,081 |  |   | 1,081  
|Changes in fair value on available for sale securities, net of tax     |  |             |  |                   |    |             |   |        |                          |   |       |   |       |   | 220   |  |   | 220    
|                                                                       |  |              |  |                   |     |             |   |         |                          |   |        |   |       |   |       |  |   |        
|Balance as of March 31, 2008                                           |  | 12,779,020   |  | $                 | 128 |             | $ | 199,651 |                          | $ | (1,575 | ) |       | $ | 2,336 |  | $ | 200,540
|                                                                       |  |              |  |                   |     |             |   |         |                          |   |        |   |       |   |       |  |   |        

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, unaudited)



|                                                                                                                      |  |                             |       |      |   |    
|--------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | ---- | - | ---
|                                                                                                                      |  | Three-months endedMarch 31,
|                                                                                                                      |  | 2008                        |       | 2007
|Net income                                                                                                            |  | $                           | 233   |      | $ | 865
|                                                                                                                      |  |                            
|Other comprehensive income:                                                                                           |  |                             |       |      |   |    
|                                                                                                                      |  |                            
|Unrealized gains on available-for-sale securities:                                                                    |  |                             |       |      |   |    
|Unrealized holding gains arising during the period, net of income taxes of $134 in 2008 and $17 in 2007, respectively |  |                             | 220   |      |   | 28 
|                                                                                                                      |  |                            
|Unrealized gains on interest rate swap:                                                                               |  |                             |       |      |   |    
|Unrealized holding gains arising during the period, net of income taxes of $656 in 2008                               |  |                             | 1,081 |      |   |   
|                                                                                                                      |  |                             |       |      |   |    
|Comprehensive income                                                                                                  |  | $                           | 1,534 |      | $ | 893
|                                                                                                                      |  |                             |       |      |   |    

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three-Months Ended March 31, 2008 and 2007

(In Thousands)



|                                                                                            |  |                                        |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | -------------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                            |  | (Unaudited)Three-Months EndedMarch 31, |         
|                                                                                            |  | 2008                                   |          |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net income                                                                                  |  | $                                      | 233      |   |      | $ | 865      |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                                        |          |   |      |   |          |  
|Depreciation and amortization                                                               |  |                                        | 777      |   |      |   | 385      |  
|Provision for loan losses                                                                   |  |                                        | 687      |   |      |   | 576      |  
|Accretion of deferred loan fees and costs, net                                              |  |                                        | (358     | ) |      |   | (284     | )
|Accretion of premiums and discounts on investments, net                                     |  |                                        | (30      | ) |      |   | (24      | )
|Loss on sale of fixed assets, net                                                           |  |                                        | 23       |   |      |   |         |  
|Gain on sale of other real estate owned, net                                                |  |                                        | (26      | ) |      |   |         |  
|Gain on sale of loans held for sale, net                                                    |  |                                        | (59      | ) |      |   | (76      | )
|Originations of loans held for sale                                                         |  |                                        | (14,697  | ) |      |   | (14,710  | )
|Proceeds from sale of loans held for sale                                                   |  |                                        | 12,129   |   |      |   | 15,134   |  
|Amortization of intangible assets                                                           |  |                                        | 135      |   |      |   | 90       |  
|Decrease in accrued interest receivable                                                     |  |                                        | 422      |   |      |   | 281      |  
|Deferred income taxes (benefit)                                                             |  |                                        | 990      |   |      |   | (147     | )
|Increase in cash surrender value of bank-owned life insurance                               |  |                                        | (36      | ) |      |   | (36      | )
|Decrease (increase) in other assets                                                         |  |                                        | (6       | ) |      |   | (398     | )
|Stock compensation expense                                                                  |  |                                        | 75       |   |      |   | 94       |  
|Increase (decrease) in accrued interest payable                                             |  |                                        | 66       |   |      |   | (97      | )
|Decrease in accrued expenses and other liabilities                                          |  |                                        | (1,031   | ) |      |   | (260     | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         |  |                                        | (706     | ) |      |   | 1,393    |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net increase in loans held for investment                                                   |  |                                        | (29,002  | ) |      |   | (47,855  | )
|Purchase of securities available for sale                                                   |  |                                        | (50,012  | ) |      |   |         |  
|Purchase of FHLB stock                                                                      |  |                                        | (661     | ) |      |   | (1,429   | )
|Proceeds from maturing securities and principal payments on available-for-sale securities   |  |                                        | 7,327    |   |      |   | 2,303    |  
|Proceeds from sale of other real estate                                                     |  |                                        | 1,494    |   |      |   |         |  
|Disposals of premises and equipment                                                         |  |                                        | 33       |   |      |   |         |  
|Purchase of premises and equipment, net                                                     |  |                                        | (1,203   | ) |      |   | (520     | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |                                        | (72,024  | ) |      |   | (47,501  | )
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                                        |          |   |      |   |          |  
|Net increase in deposits                                                                    |  |                                        | 65,926   |   |      |   | 27,404   |  
|Proceeds from other borrowings (net)                                                        |  |                                        | 19,750   |   |      |   |         |  
|Proceeds from FHLB Advances                                                                 |  |                                        | 309,500  |   |      |   | 128,750  |  
|Repayment of FHLB Advances                                                                  |  |                                        | (302,304 | ) |      |   | (101,750 | )
|Tax benefit from exercise of common stock options and warrants                              |  |                                        |         |   |      |   | 84       |  
|Net proceeds from issuance of common stock                                                  |  |                                        |         |   |      |   | 452      |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   |  |                                        | 92,872   |   |      |   | 54,940   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   |  |                                        | 20,142   |   |      |   | 8,832    |  
|CASH AND CASH EQUIVALENTS:                                                                  |  |                                        |          |   |      |   |          |  
|Beginning of period                                                                         |  |                                        | 17,388   |   |      |   | 27,744   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|End of period                                                                               |  | $                                      | 37,530   |   |      | $ | 36,576   |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|                                                                                            |  |                                       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                            |  |                                        |          |   |      |   |          |  
|Cash paid during the period for:                                                            |  |                                        |          |   |      |   |          |  
|Interest                                                                                    |  | $                                      | 10,124   |   |      | $ | 7,696    |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Taxes                                                                                       |  | $                                      | 200      |   |      | $ | 90       |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Noncash Transactions:                                                                       |  |                                        |          |   |      |   |          |  
|Unrealized holding gain on securities available-for-sale                                    |  | $                                      | 220      |   |      | $ | 28       |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Unrealized holding gain on derivatives                                                      |  | $                                      | 1,081    |   |      |   |         |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Increase in Goodwill                                                                        |  | $                                      | 242      |   |      | $ | 67       |  
|                                                                                            |  |                                        |          |   |      |   |          |  
|Transfer of Loans to Other Real Estate Owned                                                |  | $                                      | 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. Lauderdale, Palm Beach, Miami-Dade and Tampa Bay areas of
Florida. The Banks are subject to regulation by both the Florida Department of Financial Services and the Federal Deposit Insurance Corporation.

The Trust Company offers investment management, trust administration, estate planning, and financial planning services. The assets under advice of Bank of Florida Trust Company, as well as the obligations associated with those assets, are
not included as part of the consolidated financial statements of the Company.

In the opinion of management, the accompanying unaudited
interim condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to present fairly our financial position as of March 31, 2008 and December 31, 2007, and the results of
operations and cash flows for the three month periods ended March 31, 2008 and 2007, and the stockholders equity for the three and twelve months ended March 31, 2008 and December 31, 2007. The results of operations for interim
periods are not necessarily indicative of the results of operations to be expected for the fiscal year ending December 31, 2008 or any other interim period.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the
March 31, 2008 financial statement presentation. These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

NOTE 2Stock-based Compensation

In 2000, the Company adopted the 1999 Stock Option Plan
(1999 Plan) pursuant to which the Companys Board of Directors may grant stock options to directors and key employees. The 1999 Plan, as amended at the 2005 Annual Shareholders meeting, authorized grants of options to purchase
no less than 11.5% of outstanding shares, with a limit of 1,000,000 shares. Following approval by the shareholders of the 2006 Stock Compensation Plan (2006 Plan) at the 2006 Annual Meeting, no further grants will be made under the 1999
Plan. The 2006 Plan authorized 12% of common shares issued after April 3, 2006 plus 58,154 shares, which were available for grant under the 1999 Plan.

The 2006 Plan provides for the grant of the following: options to purchase common stock; restricted shares of common stock (which may be subject to both grant and forfeiture conditions) (Restricted Stock);
units (which are a contractual right for a recipient to receive shares of Restricted Stock at a certain date or upon the occurrence of a certain event); and stock appreciation rights (entitling the grantee to receive the difference in value between
the underlying common stock on the date of exercise and the value of such stock on the date of grant) (SARS), which may be either freestanding or granted in tandem with an option. Options to purchase common stock may be either incentive
stock options (ISOs), which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), or nonqualified stock options (NQOs) which are not intended to
satisfy the requirements of Section 422 of the Code.

The exercise price of the stock options may not be less than the fair market
value of common stock on the date the option is granted. The 2006 Plan provides for the grant of options at the discretion of the Board of Directors or a committee designated by the Board of Directors to administer the 2006 Plan. Each stock option
granted under the 2006 Plan has a maximum term of ten years subject to earlier termination in the event the participant ceases to be an



5



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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)



employee. The committee shall determine the period during which stock options vest at the date of grant. The 2006 Plan will terminate on June 8, 2016.
At March 31, 2008, there were 760,l93 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, 2008 and 2007 was $71,000 and $76,000, respectively. There was no associated tax benefit recognized in connection with these incentive stock options. As of March 31, 2008, the
Company had 101,703 nonvested options outstanding and there was $951,000 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, 2012.

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

The per share weighted-average fair value of stock options granted during the three months
ended March 31, 2008 and 2007 was $6.19 and $11.64, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions.



|                        |  |                                     |   |  |         |  
|----------------------- |  | ----------------------------------- | - |  | ------- | -
|                        |  | For the three months endedMarch 31, |  
|                        |  | 2008                                |   |  | 2007    |  
|Expected dividend yield |  |                                    |   |  |        |  
|Expected volatility     |  | 56.39                               | % |  | 49.00   | %
|Risk-free interest rate |  | 3.25                                | % |  | 4.69    | %
|Expected life           |  | 7 years                             |   |  | 7 years |  

There were no options exercised in the first quarter of 2008. The total intrinsic value of options
exercised during the three months ended March 31, 2007 was $75,000. Stock option activity during the three months ended March 31, 2008 was as follows (in thousands, except per share data):



|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|--------------------------- |  | ------------------ | - |  | ------------------------------------- | ----- | ------------------------ | --------- | ----------------------- | - | -
|                            |  | OPTIONSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE |       | REMAININGCONTRACTUALTERM |           | AGGREGATEINTRINSICVALUE
|Balance December 31, 2007   |  | 601,128            |   |  | $                                     | 15.60 |                          |           |                         | $ |  
|Granted                     |  | 20,500             |   |  |                                       | 10.40 |                          |           |                         |   |  
|Exercised                   |  |                   |   |  |                                       |      |                          |           |                         |   |  
|Forfeited                   |  | (16,455            | ) |  |                                       | 16.28 |                          |           |                         |   |  
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|Balance, March 31, 2008     |  | 605,173            |   |  |                                       | 15.40 |                          | 6.2 years |                         |   | 8
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  
|Exercisable, March 31, 2008 |  | 503,470            |   |  |                                       | 14.85 |                          | 5.6 years |                         |   | 8
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |  



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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 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, 2008 and December 31, 2007 warrants to purchase 146,731 common shares, respectively, at an average exercise price of $11.53 were outstanding. Of that amount, 131,531 were fully
vested at March 31, 2008 and December 31, 2007. Compensation expense totaling $4,000 and $18,000 was recognized during the three months ended March 31, 2008 and 2007, respectively in connection with certain of these warrants (in
thousands, except per share data).



|                          |  |                     |  |                                       |      
|------------------------- |  | ------------------- |  | ------------------------------------- | -----
|                          |  | WARRANTSOUTSTANDING |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE
|Balance December 31, 2007 |  | 146,731             |  | $                                     | 11.53
|Granted                   |  |                    |  |                                       |     
|Exercised                 |  |                    |  |                                       |     
|Forfeited                 |  |                    |  |                                       |     
|                          |  |                     |  |                                       |      
|Balance March 31, 2008    |  | 146,731             |  |                                       | 11.53
|                          |  |                     |  |                                       |      

NOTE 3Recent Accounting Pronouncements

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

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

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

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



7



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 3Recent Accounting Pronouncements (contd)



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

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

NOTE 4Income Per Share

Basic income per share represents net income divided by the weighted-average number of common shares outstanding during the
period. Dilutive income per share is computed based on the weighted-average number of common shares outstanding plus the effect of stock options and warrants outstanding computed using the treasury stock method.

Components used in computing income per share for the three months ended March 31, 2008 and 2007, are summarized as follows (in thousands, except
per share data):



|                                                  |  |                                      |     |                                   |            |                |      |           |   |                                   |  |                |  |   |     
|------------------------------------------------- |  | ------------------------------------ | --- | --------------------------------- | ---------- | -------------- | ---- | --------- | - | --------------------------------- |  | -------------- |  | - | ----
|                                                  |  | For the three months ended March 31,
|                                                  |  | 2008                                 |     | 2007                             
|                                                  |  | NetIncome                            |     | Weighted-AverageSharesOutstanding |            | IncomePerShare |      | NetIncome |   | Weighted-AverageSharesOutstanding |  | IncomePerShare
|Net income                                        |  | $                                    | 233 |                                   | 12,779,020 |                | 0.02 |           | $ | 865                               |  | 9,588,972      |  | $ | 0.09
|Dilutive effect of stock options outstanding      |  |                                      |    |                                   | 300        |                |     |           |   |                                  |  | 144,847        |  |   |    
|Dilutive effect of warrants outstanding           |  |                                      |    |                                   | 56         |                |     |           |   |                                  |  | 60,649         |  |   |    
|                                                  |  |                                      |     |                                   |            |                |      |           |   |                                   |  |                |  |   |     
|Income available to common shareholders  diluted |  | $                                    | 233 |                                   | 12,779,376 |                | 0.02 |           | $ | 865                               |  | 9,794,468      |  | $ | 0.09
|                                                  |  |                                      |     |                                   |            |                |      |           |   |                                   |  |                |  |   |     



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4Income Per Share (contd)



During the three months ended March 31, 2008, certain stock options were excluded from diluted
earnings per share calculations because the exercise price exceeded the fair value of the common stock as follows:



|                                |  |                                  |        
|------------------------------- |  | -------------------------------- | -------
|                                |  | Three-months endedMarch 31, 2008
|Number of Shares                |  |                                  | 442,273
|Weighted Average Exercise Price |  | $                                | 17.39  

NOTE 5Goodwill and Other Intangible Assets

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

In connection with the acquisition of Bristol Bank, the Company recorded $11.4 million in goodwill and $1.7 million of core deposit intangible which is
being amortized on a double declining balance basis over ten years. The estimated amortization expense for each of the five succeeding years ending December 31, 2012 is $242,000, $198,000, $162,000, $133,000, and $126,000, respectively. In
connection with the acquisition of Old Florida, the Company recorded $50.6 million in goodwill and $1.4 million of core deposit intangible which is being amortized on a double declining balance basis over ten years. The estimated amortization
expense for each of the five succeeding years ending December 31, 2012 is $224,000, $183,000, $149,000, $122,000, and $104,000 respectively.

Bank of FloridaTampa Bay

On July 27, 2004, the Company acquired 100% ownership of Bank of Florida 
Tampa Bay that had not yet been incorporated or commenced its planned principal operations. For this acquisition the Company paid $300,000 in cash to an investor group. The acquisition was consummated as a means for Bank of Florida Corporation to
expand its business in Florida and provide traditional banking services in the Tampa Bay area.

The Company does not believe this acquisition was a business combination pursuant to the provisions of SFAS No. 141, Accounting for Business Combinations, but rather an acquisition of net assets.
Accordingly, the excess of fair value of the liabilities assumed over the fair value of the assets acquired of $974,000 was allocated to an amortizable identifiable intangible. This intangible is being amortized on a straight-line basis over 25
years. The estimated amortization expense for each of the five succeeding years ending December 31stis $39,000 per year.

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



|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|------------------------------- |  | -------------------- | ----- | ----------------------- | ---- | - | ------------------ | ----- | -------------------- | - | ----------------------- |  | - | ------------------ | - |  | - | -----
|                                |  | As of March 31, 2008 |       | As of December 31, 2007
|                                |  | Gross CarryingAmount |       | AccumulatedAmortization |      |   | Net CarryingAmount |       | Gross CarryingAmount |   | AccumulatedAmortization |  |   | Net CarryingAmount
|Identifiable intangible assets: |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|Core Deposit Intangibles        |  | $                    | 3,132 |                         | (710 | ) |                    | 2,422 |                      | $ | 3,132                   |  | $ | (584               | ) |  | $ | 2,548
|Other Intangibles               |  |                      | 974   |                         | (136 | ) |                    | 838   |                      |   | 974                     |  |   | (127               | ) |  |   | 847  
|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|Total                           |  | $                    | 4,106 |                         | (846 | ) |                    | 3,260 |                      | $ | 4,106                   |  | $ | (711               | ) |  | $ | 3,395
|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      



9



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 6Business Combination

The Companys results of operations includes the operations of Old Florida since the acquisition date (April 24, 2007). The following table presents unaudited proforma results for the Company and Old Florida for
the three months ended March 31, 2007. Since no consideration is given to operational efficiencies and expanded products and services, the proforma summary information does not necessarily reflect the results of operations as they would have
been, if the acquisition had occurred on January 1, for the periods presented (in thousands, except per share amount).



|                       |  |                                  |        |  
|---------------------- |  | -------------------------------- | ------ | -
|                       |  | Three months endedMarch 31, 2007 |       
|Total revenue          |  | $                                | 23,510 |  
|Net loss               |  | $                                | (1,954 | )
|Basic loss per share   |  | $                                | (0.15  | )
|Diluted loss per share |  | $                                | (0.15  | )

NOTE 7Fair Value Measurements

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

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



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active
exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|Level 2 |  | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments
and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and
agency mortgage-backed debt securities, corporate debt securities, derivative contracts and residential mortgage loans held-for-sale.
|        | 
|Level 3 |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include
financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.                                                                                                                                                                                                                                                                                                                                                                                                 

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

The Company performs
fair-market valuations on certain assets as the result of the application of accounting guidelines that were in effect prior to the adoption of FAS 157. These assets include securities that are available for sale and are valued based upon
open-market quotes obtained from reputable third-party brokers. Market pricing is based upon specific CUSIP identification for each individual security. Changes in fair value are recorded in other comprehensive income. Fair values of
derivative instruments are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the
period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatility.

The 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 Value Measurements at Report Date Using
|                              |  |                                |        |                                                         
|                              |  | Fair ValueMeasurements03/31/08 |        | QuotedPrices
inActiveMarketsfor IdenticalAssets(Level 1) |                                              | SignificantOtherObservableInputs(Level
2) |   | SignificantUnobservableInputs(Level 3)
|Description                   |  |                                |        |                                                          |                                              |                                           |   |                                        |  |  
|Securities available for sale |  | $                              | 77,761 |                                                          |                                             |                                           | $ | 77,761                                 |  | 
|Derivative assets             |  |                                | 3,126  |                                                          |                                             |                                           |   | 3,126                                  |  | 

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 reflects 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.

During the first quarter of 2008, 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 2008 that were still held on the balance sheet at quarter end, the following table
provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets at quarter end (in thousands).



|            |  |                       |                                  |                                                          |   |                                           |   |                                        |   |       
|----------- |  | --------------------- | -------------------------------- | -------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- | - | ------
|            |  |                       | Carrying value at March 31, 2008
|            |  |                       |                                  |                                                         
|            |  | CarryingValue03/31/08 |                                  | QuotedPrices inActiveMarketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level
3)
|Description |  |                       |                                  |                                                          |   |                                           |   |                                        |   |       
|Loans       |  | $                     | 38,144                           |                                                          |  |                                           |  |                                        | $ | 38,144



10



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 8Derivative Financial Instruments

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

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

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

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



|                                                |  |          |            |   |      |  
|----------------------------------------------- |  | -------- | ---------- | - | ---- | -
|                                                |  | March 31
|                                                |  | 2008     |            |   | 2007
|Notional amount                                 |  | $        | 45,000,000 |   |      | 
|Pay rate (Prime)                                |  |          | 5.25       | % |      | 
|Receive rate (Fixed)                            |  |          | 7.51       | % |      | 
|Maturity in years                               |  |          | 5          |   |      |  
|Unrealized gain relating to interest-rate swaps |  | $        | 1,951,000  |   |      | 

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, 2008, the unrealized gain relating to
the use of interest-rate swaps was recorded in derivate assets and liabilities 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 9Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income for the three months ended March 31, 2008 and 2007, net of tax (in
thousands):



|                                                                        |  |            |     |             |   |       |  |   |      
|----------------------------------------------------------------------- |  | ---------- | --- | ----------- | - | ----- |  | - | -----
|                                                                        |  | Securities |     | Derivatives |   | Total
|Balance, December 31, 2007                                              |  | $          | 165 |             | $ | 870   |  | $ | 1,035
|Change in fair value recorded in accumulated other comprehensive income |  |            | 220 |             |   | 1,081 |  |   | 1,301
|                                                                        |  |            |     |             |   |       |  |   |      
|Balance, March 31, 2008                                                 |  | $          | 385 |             | $ | 1,951 |  | $ | 2,336
|                                                                        |  |            |     |             |   |       |  |   |      
|                                                                        |  |            |    
|                                                                        |  | Securities |     | Derivatives |   | Total
|Balance, December 31, 2006                                              |  | $          | 105 |             | $ |      |  | $ | 105  
|Change in fair value recorded in accumulated other comprehensive income |  |            | 28  |             |   |      |  |   | 28   
|                                                                        |  |            |     |             |   |       |  |   |      
|Balance, March 31, 2007                                                 |  | $          | 133 |             | $ |      |  | $ | 133  
|                                                                        |  |            |     |             |   |       |  |   |      



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

(Unaudited)

SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | - | ------------ | - | ---------- | ------------- |  | - | ------------ | - |  | ------------- | ---------- | - |  | - | --------- | -
|                                                              |  | Quarter Ended                                  |           
|                                                              |  | March 31,2008                                  |            |   | Dec. 31,2007 |   |            | Sept. 30,2007 |  |   | June 30,2007 |   |  | March 31,2007 |           
|                                                              |  | (Dollars In Thousands, except per share data.) |           
|Statement of Operations Data:                                 |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Total interest income                                         |  | $                                              | 20,925     |   |              | $ | 22,445     |               |  | $ | $23,727      |   |  | $             | 21,251     |   |  | $ | 16,731    |  
|Total interest expense                                        |  |                                                | 10,190     |   |              |   | 11,441     |               |  |   | 11,773       |   |  |               | 10,119     |   |  |   | 7,599     |  
|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Net interest income before provision for loan losses          |  |                                                | 10,735     |   |              |   | 11,004     |               |  |   | 11,954       |   |  |               | 11,132     |   |  |   | 9,132     |  
|Provision for loan losses                                     |  |                                                | 687        |   |              |   | 2,717      |               |  |   | 336          |   |  |               | 624        |   |  |   | 576       |  
|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Net interest income after provision for loan losses           |  |                                                | 10,048     |   |              |   | 8,287      |               |  |   | 11,618       |   |  |               | 10,508     |   |  |   | 8,556     |  
|Noninterest income                                            |  |                                                | 1,296      |   |              |   | 1,765      |               |  |   | 1,263        |   |  |               | 1,301      |   |  |   | 1,260     |  
|Noninterest expense                                           |  |                                                | 10,952     |   |              |   | 11,662     |               |  |   | 10,220       |   |  |               | 9,745      |   |  |   | 8,354     |  
|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Net income (loss) before income taxes (benefit)               |  |                                                | 392        |   |              |   | (1,610     | )             |  |   | 2,661        |   |  |               | 2,064      |   |  |   | 1,462     |  
|Income taxes (benefit)                                        |  |                                                | 159        |   |              |   | (640       | )             |  |   | 1,054        |   |  |               | 824        |   |  |   | 597       |  
|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Net income (loss)                                             |  | $                                              | 233        |   |              | $ | (970       | )             |  | $ | 1,607        |   |  |               | 1,240      |   |  |   | 865       |  
|                                                              |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|                                                              |  |                                                |            |   |             
|Share Data:                                                   |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Basic income (loss) per share                                 |  | $                                              | 0.02       |   |              | $ | (0.08      | )             |  | $ | 0.13         |   |  | $             | 0.10       |   |  | $ | 0.09      |  
|Diluted income (loss) per share                               |  |                                                | 0.02       |   |              |   | (0.08      | )             |  |   | 0.12         |   |  |               | 0.10       |   |  |   | 0.09      |  
|Weighted-average shares outstanding - basic                   |  |                                                | 12,779,020 |   |              |   | 12,779,020 |               |  |   | 12,765,269   |   |  |               | 11,894,312 |   |  |   | 9,588,972 |  
|Weighted-average shares outstanding - diluted                 |  |                                                | 12,779,376 |   |              |   | 12,845,424 |               |  |   | 12,874,038   |   |  |               | 12,060,332 |   |  |   | 9,794,468 |  
|Total shares outstanding                                      |  |                                                | 12,779,020 |   |              |   | 12,779,020 |               |  |   | 12,779,020   |   |  |               | 12,726,131 |   |  |   | 9,610,069 |  
|Book value per common share (period end)                      |  |                                                | 15.69      |   |              |   | 15.57      |               |  |   | 15.55        |   |  |               | 15.40      |   |  |   | 14.26     |  
|                                                              |  |                                                |            |   |             
|Balance Sheet Data:                                           |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Total assets                                                  |  | $                                              | 1,404,034  |   |              |   | 1,310,488  |               |  | $ | 1,323,415    |   |  | $             | 1,280,984  |   |  | $ | 938,739   |  
|Total cash and cash equivalents                               |  |                                                | 37,530     |   |              |   | 17,388     |               |  |   | 17,675       |   |  |               | 34,094     |   |  |   | 36,576    |  
|Interest-earning assets                                       |  |                                                | 1,284,195  |   |              |   | 1,192,104  |               |  |   | 1,202,796    |   |  |               | 1,164,703  |   |  |   | 899,205   |  
|Investment securities                                         |  |                                                | 81,075     |   |              |   | 38,008     |               |  |   | 40,815       |   |  |               | 42,290     |   |  |   | 39,490    |  
|Loans, net                                                    |  |                                                | 1,174,472  |   |              |   | 1,144,762  |               |  |   | 1,152,263    |   |  |               | 1,106,375  |   |  |   | 831,195   |  
|Allowance for loan losses                                     |  |                                                | 12,811     |   |              |   | 14,431     |               |  |   | 11,754       |   |  |               | 11,804     |   |  |   | 8,203     |  
|Intangible assets                                             |  |                                                | 65,220     |   |              |   | 65,597     |               |  |   | 64,451       |   |  |               | 63,146     |   |  |   | 13,808    |  
|Deposit accounts                                              |  |                                                | 1,003,042  |   |              |   | 937,116    |               |  |   | 985,149      |   |  |               | 970,296    |   |  |   | 718,584   |  
|Other borrowings                                              |  |                                                | 198,286    |   |              |   | 171,090    |               |  |   | 135,294      |   |  |               | 110,798    |   |  |   | 80,500    |  
|Stockholders equity                                          |  |                                                | 200,540    |   |              |   | 198,931    |               |  |   | 198,763      |   |  |               | 196,032    |   |  |   | 137,028   |  
|                                                              |  |                                                |            |   |             
|Performance Ratios:                                           |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Return on average assets                                      |  |                                                | 0.07       | % |              |   | (0.30      | ) %           |  |   | 0.49         | % |  |               | 0.42       | % |  |   | 0.38      | %
|Return on average common stockholders equity                 |  |                                                | 0.47       |   |              |   | (1.94      | )             |  |   | 3.27         |   |  |               | 2.75       |   |  |   | 2.53      |  
|Interest-rate spread during the period                        |  |                                                | 3.01       |   |              |   | 3.16       |               |  |   | 3.23         |   |  |               | 3.21       |   |  |   | 3.24      |  
|Net interest margin                                           |  |                                                | 3.62       |   |              |   | 3.98       |               |  |   | 3.96         |   |  |               | 4.10       |   |  |   | 4.25      |  
|Efficiency ratio1                                             |  |                                                | 91.01      |   |              |   | 81.91      |               |  |   | 77.32        |   |  |               | 78.38      |   |  |   | 80.39     |  
|                                                              |  |                                                |            |   |             
|Asset Quality Ratios:                                         |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Allowance for loan losses to period end loans                 |  |                                                | 1.09       | % |              |   | 1.26       | %             |  |   | 1.02         | % |  |               | 1.07       | % |  |   | 0.99      | %
|Allowance for loan losses to nonperforming loans              |  |                                                | 68.76      |   |              |   | 101.69     |               |  |   | 206.32       |   |  |               | 237.58     |   |  |   | 418.28    |  
|Net charge-offs to average loans                              |  |                                                | 0.74       |   |              |   | 0.04       |               |  |   | 0.06         |   |  |               | 0.00       |   |  |   | 0.10      |  
|Nonperforming assets to period end total assets               |  |                                                | 1.33       |   |              |   | 1.19       |               |  |   | 0.54         |   |  |               | 0.39       |   |  |   | 0.21      |  
|                                                              |  |                                                |            |   |             
|Capital and Liquidity Ratios:                                 |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Average equity to average assets                              |  |                                                | 15.14      | % |              |   | 15.08      | %             |  |   | 14.86        | % |  |               | 15.26      | % |  |   | 14.93     | %
|Leverage (4.00% required minimum)                             |  |                                                | 10.31      |   |              |   | 10.24      |               |  |   | 10.42        |   |  |               | 11.59      |   |  |   | 13.38     |  
|                                                              |  |                                                |            |   |             
|Risk-based capital:                                           |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Tier 1                                                        |  |                                                | 10.09      | % |              |   | 10.14      | %             |  |   | 10.36        | % |  |               | 10.57      | % |  |   | 13.23     | %
|Total                                                         |  |                                                | 12.33      |   |              |   | 12.57      |               |  |   | 12.57        |   |  |               | 12.84      |   |  |   | 15.35     |  
|Average loans held for investment to average deposits         |  |                                                | 120.79     |   |              |   | 117.31     |               |  |   | 120.19       |   |  |               | 114.74     |   |  |   | 115.63    |  
|                                                              |  |                                                |            |   |             
|Trust Assets Under Advice:                                    |  |                                                |            |   |              |   |            |               |  |   |              |   |  |               |            |   |  |   |           |  
|Total assets under advice                                     |  | $                                              | 479,607    |   |              | $ | 499,350    |               |  | $ | 502,383      |   |  | $             | 514,192    |   |  | $ | 510,980   |  
|Trust fee income                                              |  |                                                | 740        |   |              |   | 789        |               |  |   | 790          |   |  |               | 722        |   |  |   | 716       |  
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.62       | % |              |   | 0.63       | %             |  |   | 0.63         | % |  |               | 0.56       | % |  |   | 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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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

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

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

OVERVIEW

Bank of Florida Corporation, incorporated in Florida in September 1998, is a $1.4 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.

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.

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



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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 which are classified as doubtful,
substandard or special mention risk grades where the borrower relationship is greater than $250,000. 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 $1.4 billion at March 31, 2008, up $93.5 million or 7% from December 31, 2007, primarily as a result of loan growth, security purchases and federal funds sold. Loans climbed $29.7
million or 2.6% during the first three months of this year, investments securities increased $43.1 million or 113%, and federal funds sold increased to $18.8 million. Total deposits increased $65.9 million to $1 billion. Core deposits decreased $6.6
million while certificates of deposit increased $72.5 million. Book value per share rose to $15.69, up $.12 over the last three months.

The Company realized first quarter net income of $233 thousand, or $0.02 per diluted share, a 77% decrease compared to the same period in 2007 with nearly 3.0 million in higher average shares outstanding. The decrease in net income was
primarily associated with higher personnel, occupancy and equipment expenses.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities and overnight investments were $96.6 million at March 31, 2008, an increase of $61.9 million or 64% over that held at
December 31, 2007.

Federal Funds sold totaled $18.8 million at March 31, 2008, an increase of $18.8 million from
December 31, 2007. This category of earning assets is normally used as a temporary investment vehicle to support the Companys daily funding requirements and, as a result, fluctuates with loan demand. The average yield on federal funds for
the first three months of 2008 was 2.73%, down 259 basis points compared to the first three months of 2007.

Conversely, securities
available for sale totaled $77.8 million, an increase of $43.1 million from the level held at December 31, 2007. The Company had $3.3 million classified as held to maturity at March 31, 2008 and December 31, 2007. The Company does not
currently engage in trading activities and, therefore, did not hold any securities classified as trading at March 31, 2008 or December 31, 2007.

Loans

Total gross loans, including loans held for sale, totaled $1.2 billion at March 31, up $29.7 million or
3% for the first three months of 2008. Construction loans, largely secured by commercial real estate, totaled $386.2 million (32.9% of total loans) at March 31, 2008, down $11.1 million since the end of last year. Commercial real estate loans,
including multi-family dwellings but excluding those in construction, increased by $37.1 million and also total 41.3% of total loans outstanding, while commercial and industrial loans climbed $3.7 million to approximately 8.3% of total loans
outstanding. One-to-four family residential loans, including loans held for sale, were $139.0 million (11.8% of total loans), down $1.2 million from year-end. Consumer lines of credit and installment and other loans increased to $1.2 million (5.7%
of total loans).



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Asset quality

The Companys nonperforming loans (nonaccrual and 90+ days past due) totaled $18.6 million at March 31, 2008 or 1.59% of total loans outstanding. Thirty-to-ninety day delinquent loans were $20.4 million or
1.74% of loans outstanding at March 31, 2008, an increase of $17.7 million in total loan delinquencies from December 31, 2007. There were $2.1 million in net charge-offs for the first three months of 2008, primarily associated with the
specific reserves the Company recorded in the fourth quarter of 2007, resulting in net charge-offs to average loans of 0.74%, an increase of 0.64% from the first three months of 2007.

Deposits

Total deposits rose $65.9 million or 7% during the first quarter of 2008 to $1
billion. Core deposits, which exclude all CDs, declined $6.6 million or 1% in the past 90 days, with strong growth in certificates of deposit accounts (up $72.5 million or 18%) more than offsetting the decline in money market and NOW accounts.

The annualized average rate paid on total interest bearing deposits during the first three months of 2008 was 4.01%, a decrease of 40
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, 2008 borrowings totaled $198.3 million, an increase of $27.2 million compared to
December 31, 2007. Total borrowings at March 31, 2008 consisted of $20.0 million of other borrowings, $16.0 million of subordinated debt and $162.3 million of FHLB Advances compared to $16.0 million of subordinated debt and $155.1 million
of FHLB advances, respectively, at the end of 2007. All of the Companys borrowings are long-term with maturities ranging from April 2008 through July 2017.

Stockholders equity

Total stockholders equity was $200.5 million at March 31, 2008 a $1.6 million
increase since December 31, 2007. Book value per share was $15.69 at March 31 while the tangible book value per share was $10.59. The Companys Tier 1 leverage ratio increased 7 basis points to 10.31% at March 31, 2008 and is
still well above the minimum for bank holding companies of 4.0%.

ANALYSIS OF RESULTS OF OPERATIONS

First Quarter 2008 Compared to First Quarter 2007

Consolidated net income for the first quarter of 2008 totaled $233 thousand, a decrease of $632 thousand or 73% compared to first quarter 2007. Top-line
revenue (a non-GAAP measure which the Company defines as net interest income plus noninterest income, excluding net securities gains/losses) climbed $1.6 million or 15.8%, primarily driven by net interest income, resulting from $385.0 million or
42.8% growth in earning assets.

The $1.6 million increase in top-line revenue against a $2.6 million or 31% increase in noninterest
expense resulted in an efficiency ratio for the quarter of 91.01%. The increase in noninterest expense relates to personnel, occupancy and equipment costs. The provision for loan losses increased $111,000 compared to the same period last year.

Net interest income

Net
interest income in the first quarter totaled $10.7 million, up $1.6 million or 17.6% greater than the first quarter of 2007. The improvement in net interest income is due to a $322 million increase in average interest-earning assets, partially
offset by a 63 basis point decline in the net interest margin, to 3.62%. The spread between the yield on



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earning assets and cost of interest-bearing liabilities also narrowed when comparing first quarter 2008 versus first quarter 2007. The yield on earning
assets decreased 73 basis points over the same period last year to 7.05%, with continued pressures from a declining rate environment as interest bearing liabilities repriced during the quarter resulted in a 50 basis point decrease in the cost of
funds to 4.04%.

Noninterest income

Noninterest income was $1.3 million in the first quarter of 2008, a $36 thousand or 2.9% increase over the same quarter last year. This increase was primarily the result of a steady improvement in trust revenues. First quarter 2008 trust
fees were $740,000 compared to $716,000 for the first quarter of the prior year. Over the past twelve months, assets under advice have declined $31.4 million or 6.1% to $479.6 million at March 31st. Service charges and other fee income
increased $26,000 over the first quarter of 2007. These improvements offset the $14,000 reduction in gain on sale of assets primarily related to loans sold in the secondary market.

Noninterest expense

Noninterest expense totaled $11.0 million for the first quarter of 2008
compared to $8.4 million for the comparable quarter last year. This increase reflected a 31.1% or $2.6 million increase compared to first quarter 2007. Approximately $936,000 of the increase over the same period last year occurred in personnel
expense, caused by additions to staff in support of the Companys growth. Approximately $971,000 of the increase is explained by higher occupancy and equipment-related expense. Building lease costs rose due to additional space required for
business expansion, and equipment rental, maintenance, and depreciation expense increased accordingly. Other increases, which are also attributable to the growth of the Company, occurred in the areas of professional fees ($135,000), and regulatory
assessments ($182,000).

Provision and Allowance for Loan Losses

The first quarter provision for loan losses was $687,000, up $111,000 (19.3%) from first quarter 2007. At March 31, 2008, the loan loss
allowance was 1.09% of total loans and .7 times the level of nonperforming loans. There were $2.1 million in net chargeoffs in the first quarter of 2008, resulting in net chargeoffs to average loans of .74%.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Management

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

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

At March 31, 2008, the Company had $162.3 million in outstanding borrowings from the FHLB of its present $216.5 million line, and there was $72.6
million in other available lines from correspondents.

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



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Asset Liability and Interest Rate Risk Management

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

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

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

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

Capital

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

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

The
Company and subsidiary Banks were all considered well capitalized as of March 31, 2008. The Companys Tier 1 leverage ratio, Tier 1 risk-based capital ratio and Tier 2 risk-based capital ratio was 10.31%, 10.09% and 12.33%, respectively as
of March 31, 2008.



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Off-Balance Sheet Financial Instruments

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

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

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

A summary of the amounts of the Companys financial instruments, with off-balance sheet risk at March 31, 2008, follows (in thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 2,949  
|Undisbursed lines of credit  |  |                 | 209,225
|Commitments to extend credit |  |                 | 61,049 



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

Market risk is the risk of loss from adverse changes in market prices and interest rates. Subsequent to September 30, 2007, the Company engaged in an interest rate swap. An integral component of the Companys interest rate risk
management strategy is its ability to use derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by changes in market interest rates. Examples of derivative instruments that the Company may use
as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, principal only swaps, options and swaptions. As part of the overall risk management strategy, the
Company may enter into forward contracts accounted for as free-standing derivatives to economically hedge interest rate lock commitments that are also considered freestanding derivatives. When the Company establishes derivative contracts, they
are with reputable third parties in order to economically hedge significant exposures assumed in commercial customer accommodation derivative contracts. Generally, these contracts will have similar terms in order to protect the Company from market
volatility. Credit risks may arise from the possible inability of counterparties to meet the terms of their contracts, which the Company minimizes through approvals, limits and monitoring procedures.

Our market risk arises primarily from interest rate risk inherent in lending and deposit-taking and borrowing activities. The measurement of market risk
associated with financial instruments is meaningful only when all related and offsetting on-and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments
as of December 31, 2007, which reflect changes in market prices and rates, can be found in note 20 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. We believe
there have been no significant changes in our market risk exposure since December 31, 2007.



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|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, 2008. Our managements
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007 has been audited by Hacker, Johnson & Smith PA, an independent registered public accounting firm, as stated in their report
included in our Form 10-K for the year ended December 31, 2007.



|(c) | Changes in Internal Controls
|--- | ----------------------------

Bank of
Florida Corporation has made no significant changes in its internal controls over financial reporting during the three months ended March 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control
over financial reporting.



|(d) | Limitations on the Effectiveness of Controls
|--- | --------------------------------------------

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

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



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PART II.  OTHER INFORMATION



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

From time-to-time, the Company
may be involved in various legal proceedings arising in the ordinary course of business. Management believes that the ultimate aggregate liabilities arising 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 a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC
on March 24, 1999, File No. 333-74997. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which are denominated by a (c.)
were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.) were previously filed as a part of Form S-4 filed with the SEC on October 3, 2006. The exhibits which are
denominated by an (e.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on December 28, 2001, File No. 333-76094. The exhibits which are denominated by an (f.) were previously
filed as part of a Form 10-QSB/A filed on September 10, 2002. The exhibits which are denominated by a (g) were previously filed as part of a Form 10-Q filed on November 1, 2006. The exhibits which are denominated by a (h) were
previously filed as part of a Form 10-Q filed on November 9, 2007. The exhibits which are denominated by an (i.) were previously filed as part of a Registration Statement on Form SB-2 filed with the SEC on September 24, 2004, File
No. 333-116833. The exhibits that are denominated by a (j.) were previously filed as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by a (k.) were previously filed as part of Form 10-Q filed with
the SEC on November 3, 2005. The exhibits that are denominated by an (l.) were previously filed as part of Form 10-K filed with the SEC on March 5, 2008. The exhibits that are denominated by an (m.) were previously filed as part of
Schedule DEF 14A filed with the SEC on April 21, 2006. The exhibits that are denominated by an (n.) were previously filed as part of Form 10-K filed with the SEC on March 8, 2007. The exhibit numbers correspond to the exhibit numbers in
the referenced document.



|              |  |                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                 
|j.3.1         |  | Amended and Restated Articles of Incorporation                                         
|              | 
|a.3.2         |  | Bylaws                                                                                 
|              | 
|n.3.3         |  | Article of Amendment to Restated Articles of Incorporation dated December 20, 2006     
|              | 
|h.3.4         |  | Amendment to Bylaws dated October 19, 2007                                             
|              | 
|b.4.1         |  | Specimen Common Stock Certificate                                                      
|              | 
|m.4.2         |  | 2006 Stock Compensation Plan                                                           
|              | 
|b.4.3         |  | Form of Stock Purchase Warrant1999 Offering                                           
|              | 
|e.4.4         |  | Form of Stock Purchase Warrant2002 Offering                                           
|              | 
|i.4.5         |  | Form of Stock Purchase Warrant A2004 Offering                                         
|              | 
|i.4.6         |  | Form of Stock Purchase Warrant B2004 Offering                                         
|              | 
|k.10.1        |  | Amended and Restated Employment Agreement of Michael L. McMullan dated February 1, 2005
|              | 
|g.10.2        |  | Change in Control Agreement of Roy N. Hellwege dated September 19, 2006                
|              | 
|g.10.3        |  | Change in Control Agreement of Charles K. Cross dated September 19, 2005               
|              | 
|c.10.4        |  | 1999 Stock Option Plan                                                                 
|              | 
|c.10.5        |  | Form of Incentive Stock Option Agreement                                               
|              | 
|d.10.6        |  | Employment Agreement of Craig D. Sherman dated May 3, 1999                             
|              | 
|f.10.6.1      |  | Amendment to Employment Agreement of Craig Sherman dated July 30, 2001                 
|              | 
|h.10.7        |  | Change in Control Agreement of R. Moyle Fritz, Jr. dated September 20, 2007            
|              | 
|h.10.8        |  | Change in Control Agreement of Julie W. Husler dated September 20, 2007                



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



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SIGNATURES

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



|                   |  |                             |  |                                                      
|------------------ |  | --------------------------- |  | -----------------------------------------------------
|                   |  | BANK OF FLORIDA CORPORATION
|                   |  |                            
|Dated: May 6, 2008 |  | By:                         |  | /s/ MICHAEL L. MCMULLAN                              
|                   |  |                             |  | Michael L. McMullan                                  
|                   |  |                             |  | Chief Executive Officer (Principal Executive Officer)
|                   |  |                            
|Dated: May 6, 2008 |  | By:                         |  | /s/ Tracy L. Keegan                                  
|                   |  |                             |  | Tracy L. Keegan                                      
|                   |  |                             |  | Chief Financial Officer (Principal Financial Officer)



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