BANK OF FLORIDA CORPORATION DEFERRED COMPENSATION PLAN

Section 1.1

Definitions . Whenever used in this Plan, the following words and phrases shall have the meanings specified.

1.1.1

“Anniversary Date” means the 31 ^st day of December of each calendar year.

1.1.2

“Initial Vesting Period” means that for the first five (5) years after the Effective Date, Executive will not be vested, i.e., Executive will not be entitled to any retirement benefits provided under the terms of this Plan until five Years of Service following the Effective Date of the Executive Agreement, at which time Executive shall be vested fifty percent (50%) in his or her retirement benefit. For each year thereafter, Executive shall be vested an additional percentage (as determined by the Compensation Committee, and set forth in the Executive Agreement) until he or she is one hundred percent (100%) vested. Provided, however, in the event of a Change in Control as defined in Section 1.1.3, Executive will become 100% vested.

1.1.3

“Change in Control” shall mean the first to occur of any one or more of the following:

(i)

any Transaction as defined in this Subsection 1.1.3, whether by merger, consolidation, asset sale, recapitalization, reorganization, combination, stock purchase, tender offer, reverse stock split, or otherwise, which results in the acquisition of, or beneficial ownership (as such term is

defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities (other than the group consisting of a majority of the directors currently serving on the Board of Directors as of the date of this Agreement or other group, which has been specifically approved by the Company’s Board of Directors and management, to make an equity investment in the Company) “acting in concert,” as contemplated by Section 225.41 of the Federal Reserve Board of Governors’ Regulation Y, of 50% or more of the outstanding shares of common stock of the Company, or

(ii)

in a Transaction considered to be a merger of equals wherein a duplication of positions results and Executive is not retained in the same or similar position with the same or greater compensation benefits following the consummation of the Transaction;

(iii)

the sale of all or substantially all of the assets of the Company; or

(iv)

the liquidation of the Company or a material amount of Company’s assets;

(v)

a change in the majority of the members of the Company’s Board of Directors, other than through new directors nominated or appointed by the Company’s Nominating and Corporate Governance Committee or Board of Directors; or

(vi)

the takeover or control of all or substantially all of the operations of the Company, through any of the means specified above.

(vii)

“Resulting Company” is defined to be the entity that exists following the consummation of the Change in Control.

1.1.4

“Disability” means sickness, accident, or injury resulting in Executive becoming Totally or Permanently Disabled as defined in Section 2.3 herein.

1.1.5

“Early Retirement Date” means the date on which Executive voluntarily terminates employment before the Normal Retirement Date.

1.1.6

“Effective Date of the Plan” means the 1 ^st day of January, 2008.

1.1.7

“Effective Date” for purposes of the Agreement with Executive shall mean the 1 ^st day of January of the year in which the Agreement is executed.

1.1.8

“Executive” or “Executives” means key executives identified by the Chief Executive Officer and the Board of Directors, or one of its designated committees to be eligible to participate under this Plan.

1.1.9

“Executive Agreement” means the deferred compensation agreement to provide retirement benefits under this Plan to Executive entered into between the Company and Executive (a sample of which is attached hereto as Exhibit “A ”).

1.1.10

“Month of Service” means each completed full month of a Year of Service following the Effective Date.

1.1.11

“Normal Retirement Date” means the Anniversary Date in the year Executive attains the age of 65 .

1.1.12

“Termination of Employment” means when Executive ceases to be employed by the Company for any reason whatsoever, voluntary or involuntary, other than by reason of an approved leave of absence.

1.1.13

“Years of Service” means the total number of consecutive twelve-month periods during which Executive is employed on a full-time or part-time basis by the Company, inclusive of any approved leaves of absence, from the Effective Date of the Executive Agreement with the Company, until Termination of Employment.

Section 2.1

Normal Retirement Benefit . If Executive terminates employment on or after the Normal Retirement Date for reasons other than death, the Company shall pay to Executive the benefit described in this Section 2.1.

2.1.1

Computation of Benefit . After the Initial Vesting Period, the annual benefit (“Annual Benefit”) under this Plan shall mean an amount equal to a certain starting percentage as determined by the Company, but not to exceed fifty percent (50%) of Executive’s base salary as specified in the Executive Agreement, increased by not more than two percent (2%) each year following the Effective Date.

2.1.2

Payment of Benefit . The Company shall pay the amount determined in Subsection 2.1.1 of this Article in equal quarterly installments to Executive on the first day of each quarter commencing with the month following the Normal Retirement Date and continuing thereafter for the remainder of his or her life.

Section 2.2

Early Retirement Benefit . If Executive voluntarily terminates employment before the Normal Retirement Date for reasons other than death or Disability, the Company shall pay to Executive the benefit described in this Section 2.2.

2.2.1

Early Retirement . To be eligible for Early Retirement Benefits as provided under this Section 2.2, Executive shall not be employed, directly or indirectly, with any financial institution (defined as a bank holding company, thrift holding company, bank, or savings bank) located in any of the

following Florida counties: Collier; Lee; Hillsborough; Broward; Palm Beach; or Miami-Dade, between the date of Termination of Employment and the Normal Retirement Date. Notwithstanding the foregoing, Executive may continue to be eligible for Early Retirement Benefits and work for a financial institution located within one of the above named counties in the specified time period, if the Company specifically consents to such employment in writing.

2.2.2

Computation of Benefit . The Early Retirement benefit under this Section 2.2 is the Annual Benefit multiplied by the Vested Percentage as set forth on Exhibit “B” determined as of the date of Termination of Employment due to Executive’s voluntary early retirement.

2.2.3

Payment of Benefit . The Company shall pay the amount determined in Subsection 2.2.1 above in equal quarterly installments to Executive on the first day of each quarter commencing with the month following the Normal Retirement Date and continuing thereafter for the remainder of his or her life.

2.2.4

Death . In the event of Executive’s death prior to the Normal Retirement Date, Executive’s estate shall be entitled to the payment of the Benefit as contemplated under Section 3.1, within 90 days of the date of Executive’s death.

Section 2.3

Disability . Should Executive while actively employed by the Company and prior to the Normal Retirement Date, become Totally and Permanently Disabled, Company, beginning at a date to be determined by the Company, but within six months from the date of such disability, shall commence payment of Disability Benefits to the Employee in accordance with this Section 2.3 until the cessation of the disability, until death, or until the Normal Retirement Date, whichever occurs first. Disability benefits are to be paid in addition to any death [or retirement benefits] payable under this Plan.

1.

If the Company and Executive agree in writing the Executive is Totally and Permanently Disabled, such agreement shall be fully determinative for purposes of this Plan, regardless of any subsequent determination from any source; provided, however, that the Company and Executive may subsequently agree in writing that the Employee is no longer Totally and Permanently Disabled.

2.

If Sub-paragraph 1 of this Section entitled “ Disability ” is inapplicable, a finding that the Executive is Totally and Permanently Disabled under the Federal Social Security Act shall be fully determinative for purposes of this Plan, regardless of any subsequent determination from any source; provided, however, that the Company and Executive may subsequently agree in writing that the Employee is no longer Totally and Permanently Disabled.

3.

If Sub-paragraphs 1 and 2 of this Section entitled “ Disability ” are both inapplicable, Executive may have a determination of Total and Permanent Disability made by a “Disability Status Determination Committee” (hereinafter referred to as the “Committee”). The costs of same shall be borne by Executive. The Committee shall be comprised of three licensed medical doctors who shall be selected by the Plan Administrator. If the Executive is found to be Totally and Permanently Disabled by a unanimous vote of the Committee, such finding shall be determinative for purposes of the Plan, regardless of any subsequent determination from any source; provided, however, that the Company and Executive may subsequently agree in writing that the Executive is no longer Totally and Permanently Disabled.