UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

FFLC BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

________________________________________________________________________________

FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
(352) 787-3311

March 30, 2001

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
FFLC Bancorp, Inc. (the "Company") to be held on May 10, 2001, at the Leesburg
Community Building, 109 E. Dixie Avenue, Leesburg, Florida, at 2:00 p.m.

As described in the enclosed Proxy Statement, the election of three
directors and the ratification of the appointment of auditors for fiscal 2001
are scheduled to be presented for stockholder action at the Annual Meeting.
There will also be a report on the operations of First Federal Savings Bank of
Lake County (the "Bank"), the wholly-owned subsidiary of the Company. Detailed
information concerning the activities and operating performance of the Bank
during the fiscal year ended December 31, 2000, is contained in the 2000 Annual
Report to Stockholders, which accompanies the Proxy Statement. Directors and
officers of the Company, as well as representatives of the Company's independent
auditors, will be present to respond to any questions which stockholders may
have.

The Board of Directors of the Company has determined that approval of the
matters to be considered at the meeting is in the best interests of the Company
and its stockholders. For the reasons set forth in the Proxy Statement, the
Board unanimously recommends a vote "FOR" each matter to be considered.

We hope you will be able to attend the Annual Meeting in person. Whether or
not you expect to attend, we urge you to sign, date and return the enclosed
proxy card so that your shares will be represented.

On behalf of the Board of Directors and all of the employees of the Company
and the Bank, I wish to thank you for your support and interest. I look forward
to seeing you at the Annual Meeting.

Sincerely,

/s/ Stephen T. Kurtz

Stephen T. Kurtz
President and Chief Executive Officer

FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 10, 2001

-------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ( the
"Annual Meeting") of FFLC Bancorp, Inc. (the "Company") will be held at the
Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, on May 10,
2001, at 2:00 p.m. Eastern time.

A Proxy Statement and proxy card for the Annual Meeting are enclosed. The
Annual Meeting is being held for the purpose of considering and voting upon the
following matters:

1. The election of three directors for terms of three years, each;

2. The ratification of the appointment of Hacker Johnson & Smith PA as
independent auditors of the Company for the fiscal year ending
December 31, 2001; and

3. Such other matters as may properly come before the meeting, and at any
adjournments thereof.

Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 15, 2001, as the voting record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
Only holders of the common stock of the Company as of the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum
or to approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders entitled to vote
at the Annual Meeting will be available at 800 North Boulevard, West, Leesburg,
Florida, for a period of ten days prior to the Annual Meeting and will also be
available for inspection at the Annual Meeting.

By Order of the Board of Directors

/s/ Sandra L. Rutschow

Sandra L. Rutschow
Secretary

Leesburg, Florida
March 30, 2001

EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
(352) 787-3311

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PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001

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Solicitation and Voting of Proxies

This Proxy Statement is being furnished to stockholders of FFLC Bancorp,
Inc. (the "Company") in connection with the solicitation of proxies by the Board
of Directors for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Thursday, May 10, 2001, at 2:00 p.m., Eastern time, at
the Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, and at
any adjournments thereof. The 2000 Annual Report to Stockholders, containing the
consolidated financial statements for the fiscal year ended December 31, 2000,
and a proxy card accompany this Proxy Statement which is first being mailed to
stockholders on or about March 30, 2001.

Regardless of the number of shares of common stock owned, it is important
that stockholders be represented by proxy or be present in person at the Annual
Meeting. Stockholders are requested to vote by completing the enclosed proxy
card and returning it, signed and dated, in the enclosed postage-paid envelope.
Stockholders are urged to indicate the way they wish to vote in the spaces
provided on the proxy card. Proxies solicited by the Board of Directors of the
Company will be voted in accordance with the directions given therein. Where no
instructions are indicated, signed proxies will be voted FOR the election of
each of the nominees for director named in this Proxy Statement and FOR the
ratification of Hacker Johnson & Smith PA as independent auditors for the fiscal
year ending December 31, 2001.

The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.

A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if

you are a stockholder whose shares are not registered in your own name, you will
need appropriate documentation from your recordholder to vote personally at the
Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail,
telephone, or telegraph by the Company's directors, officers and regular
employees, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.

Householding of Proxy Statements

The Securities and Exchange Commission recently adopted rules that permit
companies to mail a single proxy statement to two or more shareholders sharing
the same address--a practice known as "householding." Householding provides
greater convenience to shareholders and saves the Company money by reducing
excess printing costs. You may have been identified as living at the same
address as another Company shareholder. If this is the case and unless the
Company receives contrary instructions from you, we will continue to "household"
your proxy statement and annual report for the reasons stated above.

If you are a shareholder at a shared address to which a single copy of both
the proxy statement and the annual report have been delivered, Registrar and
Transfer Company, the Company's transfer agent, has undertaken to deliver a
separate copy of this proxy statement and the annual report to you promptly upon
written or oral request . If you are such a shareholder and you would like to
receive your own copy of this proxy statement and the annual report, please
contact Registrar and Transfer Company either by phone at (800) 368-5948, by fax
at (908) 497-2318, by e-mail at info@rtco.com, or by mail at 10 Commerce Drive,
Cranford, New Jersey 07016-3572, and indicate that you are a shareholder at a
shared address and would like an additional copy of each document.

If, on the other hand, you are a multiple shareholder sharing an address
and are receiving multiple copies of this proxy statement, please contact
Registrar and Transfer Company at the phone number or address listed above and
all shareholders at the shared address can request that only a single copy be
mailed to your address in the future. If you are the beneficial owner, but not
the recordholder, of Company shares and wish to receive a copy of this proxy,
you will need to contact your broker and request that your broker send you a
copy of the proxy statement and the annual report.

Voting Securities

The securities which may be voted at this Annual Meeting consist of shares
of common stock of the Company, par value $.01 per share (the "Common Stock"),
with each share entitling

its owner to one vote on each matter to be voted on at the Annual Meeting,
except as indicated below. There is no cumulative voting for the election of
directors.

The close of business on March 15, 2001, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of the Company's Common Stock
outstanding on the Record Date (exclusive of Treasury shares) was 3,534,590
shares.

The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding and entitled to vote (after giving
effect to the limitation described below, if applicable) is necessary to
constitute a quorum at the Annual Meeting. In the event there are not sufficient
votes for a quorum, or to approve or ratify any matter being presented, at the
time of the Annual Meeting, the Annual Meeting may be adjourned in order to
permit the further solicitation of proxies.

In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
persons acting in concert with, such person or entity. The Company's Certificate
of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board to implement and
apply the Limit.

As to the election of Directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or more of the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, directors are elected by a plurality of votes cast,
without regard to either (i) broker non-votes, or (ii) proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.

As to other matters that may properly come before the Annual Meeting, by
checking the appropriate box, a shareholder may: (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) ABSTAIN from voting on such item. Under the
Company's Certificate of Incorporation and Bylaws, other matters shall be
determined by a majority of the votes cast affirmatively or negatively, without
regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that
matter unless otherwise required by law.

Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board, who will not be
employed by, or be a director of, the Company or any of its affiliates.

Participants in the Bank's ESOP

If you participate in the First Federal Savings Bank of Lake County
Employee Stock Ownership Plan, you will receive a voting authorization form that
reflects all shares you may vote under this plan. Under the terms of the ESOP,
all shares held by the ESOP are voted by the trustee, but each participant in
the ESOP may direct the trustee as to the manner in which shares of Company
common stock allocated to each participant's account are to be voted. Allocated
shares for which no voting instructions are received will be voted by the
trustee in the same proportion as shares for which the trustee has received
voting instructions. The deadline for returning your voting instructions to the
trustee is April 20, 2001.

Security Ownership of Certain Beneficial Owners

Persons and groups owning in excess of five percent of the Company's Common
Stock are required to file certain reports regarding such ownership with the
Company and with the Securities and Exchange Commission ("SEC"), in accordance
with the Securities Exchange Act of 1934 (the "Exchange Act"). The following
table sets forth information regarding persons known to be beneficial owners of
more than five percent of the Company's outstanding Common Stock as of March 15,
2001.

Amount and Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
- -------------- ------------------- ----------------- ----------

Common Stock First Federal Savings Bank of 321,209 9.09%
Lake County Employee Stock
Ownership Plan ("ESOP")(1)
800 North Boulevard, West
Leesburg, Florida 34748

Common Stock First Manhattan Co. (2) 238,503 6.75%
437 Madison Avenue
New York, New York 10022

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(1) A committee of the Board of Directors has been appointed (the "ESOP
Committee") to administer the ESOP, and the Bank of New York, an
unaffiliated corporation, serves as trustee for the ESOP (the "ESOP
Trustee"). The ESOP Trustee must vote all allocated shares held in the ESOP
in accordance with the instructions of the participating employees. As of
the record date, all shares of the Common Stock in the ESOP had been
allocated.

(2) The information furnished is derived from a Schedule 13G filed by the First
Manhattan Co. on February 7, 2001, and a Schedule 13D filed by First
Manhattan Co. on October 29, 1996, as the general partner of First Save
Associates, L.P.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Board of Directors currently consists of eight directors and is divided
into three classes. Each of the eight members of the Board of Directors of the
Company also serves on the Board of Directors of First Federal Savings Bank of
Lake County (the "Bank"). Directors are elected for classified terms of three
years, each, with the term of office of only one class of directors expiring in
each year. Directors serve until their successors are elected and qualified.

The names of the three nominees for election to the Board of Directors are
set forth below, along with certain other information concerning such
individuals and the other members of the Board as of March 15, 2001. Management
believes that such nominees will stand for election and will serve if elected as
directors. However, if any person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person as the Board of Directors may recommend.
Unless authority to vote for the directors is withheld, it is intended that the
shares represented by the enclosed proxy card, if executed and returned, will be
voted FOR the election of all nominees proposed by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED
IN THIS PROXY STATEMENT.

Information with Respect to the Nominees, Continuing Directors and Executive
Officers

The following table sets forth, as of March 15, 2001, the names of the
nominees, the continuing directors, and the named executive officers of the
Company as well as their ages; a brief description of their recent business
experience, including present occupations and employment; certain directorships
held by each; the year in which each became a director of the Bank and the year
in which his term as director of the Company expires. This table also sets forth
the amount of Common Stock and the percent thereof beneficially owned as of the
Record Date by each director and all directors and executive officers as a group
as of the Record Date.

Shares of
Expiration Common Ownership
Name and Principal of Stock as
Occupation at Present Director Term as Beneficially a Percent of
and for Past Five Years Age Since(1) Director Owned(2)(6) Class
- ---------------------------------------- --------- ------------ ---------------- ---------------- ---------------

Nominees:

Howard H. Hewitt 63 2000 2001 23,196(3)(4) *
Mr. Hewitt is the President and CEO
of Hewitt Contracting Company,
Inc., a highway and heavy
construction company which builds
highways, bridges and utilities and
is engaged in land development.

H.D. Robuck, Jr. 53 1997 2001 47,154(4) 1.30%
Mr. Robuck is a practicing attorney
and the Chief Executive Officer of
Romac Lumber Company, a Lake
County based supplier of construction
materials.

Stephen T. Kurtz 47 1990 2001 99,810(5) 2.75%
Mr. Kurtz was first employed by the
Bank in 1978. He became President
and Chief Executive Officer in 1988.
He also serves as a director of the
Bank.

Continuing Directors:

James P. Logan 52 1990 2002 47,740(4) 1.31%
A director of the Bank. President and
owner of Logan Sitework
Contractors, Inc., a firm primarily
involved in the residential
construction industry.

Ted R. Ostrander, Jr. 52 1995 2002 19,039(4) *
A director of the Bank. President of
Lassiter-Ware, Inc., an insurance
agency.

Joseph J. Junod 64 1987 2003 33,674(4) *
A director of the Bank, Mr. Junod
retired in 1991 as the general
manager of Avesta Sheffield Pipe,
Wildwood, Florida.

Claron D. Wagner 69 1987 2003 68,537(4) 1.89%
A director of the Bank and President,
Woody Wagner, Inc. Former partner
in Wagner Construction Company.

Paul K. Mueller 49 1993 2003 104,894(5) 2.89%
Mr. Mueller was first employed by
the Bank in 1979. He became Senior
Vice President and Treasurer of the
Bank in 1985 and Executive Vice
President in 1997. He also serves as
a director of the Bank.

Executive Officer
Who Is Not A Director

Sandra L. Rutschow 61 - - 32,943(5) *
Secretary and Vice President of the
Bank and Secretary of the Company.

All directors and executive 476,987 13.12%
officers as a group (nine persons)

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* Does not exceed 1.0% of the Company's Common Stock.
(1) Includes years of service as a director of the Company's predecessor, the
Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported.
(3) Includes 2,014 RRP shares awarded to Director Hewitt as a result of his
election as a Director on June 1, 2000.
(4) Includes 20,138 options granted to each Outside Director, serving on
January 4, 1994, under the FFLC Bancorp, Inc. 1993 Stock Option Plan for
Outside Directors, all of which became immediately exercisable upon the
date of grant (January 4, 1994), 2,368 options remaining (of 5,035 granted
to) Director Ostrander on January 26, 1995 upon his election as a director,
5,035 options granted to Director Robuck on December 31, 1997, upon his
election as a director and 5,035 options granted to Director Hewitt on June
1, 2000, upon his election as a director.
(5) Includes 13,000, 11,400, and 13,990 shares subject to options granted to
Messrs. Kurtz, Mueller, and Mrs. Rutschow, respectively, which became
exercisable January 4, 1995.
(6) Includes a total of 50,314 options granted to three outside directors under
the FFLC Bancorp, Inc. 1993 Stock Option Plan for Outside Directors, which
are currently exercisable and includes a total of 38,390 options granted
under the FFLC Bancorp, Inc. 1993 Incentive Stock Option Plan to three
executive officers which are currently exercisable.

Meetings of the Board of Directors and Committees of the Board of the Company

The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 2000. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
director served during fiscal 2000. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:

The Executive Committee consists of all members of the Board of Directors.
The purpose of this Committee is to review matters pertaining to day-to-day
operations, including review of operational policies and procedures and loan
approval. During fiscal 2000, this Committee met on a weekly basis. This
Committee met 47 times during fiscal 2000.

The Audit Committee consists of three outside Directors of the Company,
Messrs. Wagner (Chairman), Logan and Ostrander. This Committee meets with the
Bank's independent auditors, and evaluates policies and procedures relating to
auditing functions and internal controls. This Committee held four meetings in
fiscal 2000.

The Nominating Committee is not a standing committee but is convened as
needed with director members appointed by the Chairman. While the committee will
consider nominees recommended by stockholders, it has not actively solicited
recommendations from stockholders. Nominations by stockholders must comply with
certain procedural and informational requirements set forth in the Company's
Bylaws. See "Advance Notice of Business to be Conducted at an Annual Meeting."
The Nominating Committee met on February 15, 2001.

In 2000, the Compensation Committee of the Company consisted of Directors
Junod, Wagner, Logan, Ostrander, Robuck and Hewitt and is responsible for the
2001 Compensation Committee Report on Executive Compensation. The Committee
establishes compensation for the chief executive officer and reviews
compensation for other officers and employees and the bonus program, when
necessary. The Compensation Committee met three times during 2000.

Directors' Compensation

Fees. Directors do not receive fees from the Company for services on the
Company's Board. In 2000, the monthly retainer for service on the Board of
Directors of the Bank was $600. Directors are paid additional fees of $200 per
member for attendance at meetings of the Bank's Executive Committee held on days
other than when the Board of Directors meets and $75 for Audit Committee Loan,
Committee and Bylaws Committee meetings. Messrs. Kurtz and Mueller, officers of
the Company, do not receive fees for serving as directors of the Company.

1993 Stock Option Plan for Outside Directors. The Company maintains the
FFLC Bancorp, Inc., 1993 Stock Option Plan for Outside Directors (the
"Directors' Option Plan"). The Directors' Option Plan provides that each outside
director serving on the Board of Directors as of the effective date of the plan
and each subsequent outside director appointed or elected to the Board will be
granted an option to purchase 5,035 shares of Company common stock. All options
granted under the Directors' Option Plan expire upon the earlier of 20 years
following the date of grant or one year following the date the optionee ceases
to be a Director for any reason other than removal for cause. Mr. Hewitt became
an outside director on May 25, 2000 and was granted a non-statutory option to
purchase 5,035 shares of Company common stock on June 1, 2000 with an exercise
price of $12.5625. Mr. Hewitt's option is fully vested.

Recognition and Retention Plan for Outside Directors. The Bank maintains
the First Federal Savings Bank of Lake County Recognition and Retention Plan for
Outside Directors (the "Directors' RRP"). The Directors' RRP provides that each
outside director serving on the Board as of the effective date of the plan and
each subsequent outside director will receive a stock award for 2,014 shares of
restricted Company common stock (if available under the plan). The Awards vest
in three equal annual installments commencing 15 months after the effective date
of the award. Awards are nontransferable and nonassignable. Mr. Hewitt became an
outside director on May 25, 2000 and was awarded 2,014 shares of restricted
Company common stock on June 1, 2000.

Executive Compensation

The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of
1934 (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company. The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting those individuals. In fulfillment of
that requirement, the Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.

The Compensation Committee is made up of all outside directors of the
Company and is responsible for determining annual compensation levels for the
Chief Executive Officer, the Executive Vice President and Treasurer and the
Senior Vice Presidents. The Compensation Committee also is responsible for
determining the amount contributed to the Bank's bonus plan, which is
distributed to all full-time employees who have completed at least one year of
service.

The Compensation Committee generally meets three times each year. In
December, the Compensation Committee reviews management recommendations for
officer compensation. The Compensation Committee determines salary levels after
reviewing published surveys of compensation paid to executives performing
similar duties with institutions of comparable asset size and geographic
location. Specifically, the Committee utilizes the salary survey of the Florida
Bankers Association, the survey of America's Community Bankers and the SNL
Executive Compensation Review. In addition, the Compensation Committee considers
available executive compensation data of other local, publicly traded financial
institutions. In making those compensation decisions, the Compensation Committee
also considers the earnings and condition of the Bank, the contribution of each
executive officer to the success of the Bank and the results of any supervisory
examination of the Bank. At the meeting held on December 21, 2000, and, based
upon the criteria listed above, the Compensation Committee increased the salary
of Stephen T. Kurtz, the President and Chief Executive Officer, from $156,750 to
$180,000, an increase of 15%. At that same meeting, the salary of Paul K.
Mueller, Executive Vice President and Treasurer was increased from $132,840 to
$146,000, an increase of 10%.

The Compensation Committee also meets in June and in November to consider
funding of the Bank's bonus plan. The bonus plan is generally funded based upon
the overall profitability of the Bank with bonus plan distributions made in June
and December. All full-time personnel with at least one year of service are
eligible to participate in the bonus plan. Distribution of funds to employees
under the bonus plan is based upon salary and length of service.

Compensation Committee of the Company

Joseph J. Junod
Claron D. Wagner
James P. Logan
Ted R. Ostrander, Jr.
H.D. Robuck, Jr.
Howard H. Hewitt

Stock Performance Graph. The following graph shows a comparison of
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Common Stock assuming reinvestment of dividends, with the
cumulative total return of companies in the Nasdaq National Market and Nasdaq
Savings Institution Stocks for the period beginning on December 31, 1995 through
December 31, 2000.

- --------------------------------------------------------------------------------
FFLC Bancorp, Inc.
- --------------------------------------------------------------------------------

Total Return Performance

Period Ending
-----------------------------------------------------------------
Index 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ----------------------------------------------------------------------------------------

FFLC Bancorp, Inc. 100.00 117.10 201.04 153.12 147.35 148.38
NASDAQ - Total US* 100.00 123.04 150.69 212.51 394.92 237.62
NASDAQ BAnk Index 100.00 132.04 221.06 219.64 211.14 241.08
SNL OTC Bank INdex 100.00 132.08 228.14 235.45 226.21 261.15

Summary Compensation Table. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the fiscal years
ended December 31, 2000, 1999 and 1998, to the Chief Executive Officer and to
the Executive Vice President and Treasurer , who were the only executive
officers to receive compensation in salary and bonus in excess of $100,000 in
the fiscal year ended December 31, 2000.

Annual Compensation
--------------------------------

All Other
Name and Principal Compensation
Position Year Salary ($) Bonus ($) (1)(2)
- ------------------------------- -------- ----------- ----------- -------------

Stephen T. Kurtz 2000 $156,755 $28,140 $ 34,637
President, Chief Executive 1999 142,506 23,132 33,207
Officer and Director 1998 132,006 21,067 24,199
Paul K. Mueller 2000 $132,855 $21,021 $29,884
Executive Vice President, 1999 123,016 20,238 29,057
Treasurer and Director 1998 116,005 19,534 21,527

- -------------
(1) Includes employer matching contributions under the 401(k) Plan of $3,135
and $2,657 for Messrs. Kurtz and Mueller.
(2) Includes $31,502 and $27,227 which represents the value of allocations made
under the Bank's ESOP for Messrs. Kurtz and Mueller, respectively.

Employment Agreements. The Bank and the Company have entered into
employment agreements with Mr. Stephen T. Kurtz and Mr. Paul K. Mueller. The
employment agreements provide for a three-year term of employment that extends
on a daily basis until either the executive, the Bank or the Company provides
written notice of non-renewal, at which time the term of the agreements becomes
fixed at three years. Under the employment agreements, the base salary for each
executive is reviewed annually by the Board of Directors of the Bank. For 2001,
the annual base salary for Mr. Kurtz and Mr. Mueller is $180,000 and $146,000,
respectively. In addition to the base salary, the employment agreements provide
for, among other things, participation in various employee benefit plans and
stock-based compensation programs, as well as furnishing fringe benefits
available to similarly-situated executive personnel.

The employment agreements provide for termination by the Company and the
Bank for cause, as defined in the employment agreements, at any time. If the
Company or the Bank chooses to terminate the Mr. Kurtz's or Mr. Mueller's
employment for reasons other than for cause, or if Mr. Kurtz or Mr. Mueller
resigns from the Company or the Bank after specified circumstances that would
constitute constructive termination, then the executive or, if he dies, his
beneficiary, would be entitled to receive a sum equal to the remaining payments
due on the agreement, including base salary, bonuses and contributions that
would have been made on executive's behalf to any employee benefit plans of the
Bank and the Company during the remaining term of his employment agreement. The
Company would also continue and/or pay for executive's life, medical, dental and
disability coverage for the remaining term of the employment agreement. The
employment agreements restrict Mr. Kurtz's and Mr. Mueller's right to compete

against the Bank or the Company for a period of one year from the date of
termination of the agreement if executive's employment is terminated without
cause, except if termination follows a change in control.

Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company (as defined in the agreements),
executive or, in the event of his death, executive's beneficiary would be
entitled to a severance payment or liquidated damages, or both, in a sum equal
to three times the average of the three preceding taxable years' "annual
compensation" (as defined in the agreements). The Bank or the Company would also
continue the executive's life, medical, dental and long-term disability coverage
for thirty-six months. Even though both the Bank and Company employment
agreements provide for a severance payment if a change in control occurs, the
executives would not receive duplicative payments or benefits under the
agreements.

The maximum present value of the severance benefits under the employment
agreement's is 2.99 times executive's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base amount"). The agreements also provide for continued coverage under the
Bank's life, medical, dental and long-term disability programs for a 36-month
period following a change in control.

All reasonable costs and legal fees paid or incurred by the executives
under any dispute or question of interpretation relating to the employment
agreements shall be paid by the Bank or Company, respectively, if executive is
successful on the merits in a legal judgment, arbitration or settlement. The
employment agreements also provide that the Bank and Company shall indemnify Mr.
Kurtz and Mr. Mueller to the fullest extent legally allowable.

The following table provides certain information with respect to the number
of shares of Common Stock acquired on exercise of stock options and the value
realized thereon and the number of shares of Common Stock represented by
outstanding stock options held by the Named Executive Officers as of December
31, 2000. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the price of the Common Stock as of the end of the fiscal year
on December 31, 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

Number of Securities
Underlying Unexercised
Shares Options at Fiscal Year End Value of Unexercised In-the-Money
Acquired on Value (#) Options at Fiscal Year End ($)(1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------- ------------ ------------ -------------------------- ---------------------------------

Stephen T. Kurtz 6,500 49,562 13,000 / 0 $114,562 / 0
Paul K. Mueller 2,200 19,387 11,400 / 0 $100,462 / 0

- ------------

(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2000, less the
option exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the exercise price.

Compliance with Section 16 of the Exchange Act

Section 16(a) of the Securities and Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., and to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that Director Hewitt was 15
days late in filing a Form 3 upon his election as a director and Director Logan
filed two late Forms 4 for February and March purchases on April 10 and April
20, 2000.

Transactions with Related Persons

Federal regulations generally require that loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
board of directors.

Except as hereafter indicated, the Bank currently makes loans to its
executive officers and directors on the same terms and conditions offered to the
general public. All loans made by the bank to its executive officers and
directors are made in the ordinary course of business, on substantially the same
terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features.

In accordance with applicable regulations, the Bank extends credit to its
directors and executive officers pursuant to a benefit program that is widely
available to employees of the Bank and does not give preference to any executive
officer or director over other employees of the Bank. Set forth below is certain
information relating to loans in excess of $60,000 made to executive officers
and directors which were outstanding at December 31, 2000.

Balance as of
Date of Loan or Original December 31,
Name Modification Amount 2000 Note Rate Market Rate
- ---------------------- --------------- --------------- ---------------- -------------- ---------------

Stephen T. Kurtz 12/07/90 $125,000 $91,003 7.125% 7.625%
4/29/98 $50,000 $34,172 8.000% 9.500%
Ted R. Ostrander 06/28/91 $300,000 $266,817 6.375% 6.875%
07/05/94 $112,000 $90,890 7.250% 7.750%
James P. Logan 10/14/93 $160,000 $108,433 6.375% 6.875%
Paul K. Mueller 12/31/99 $100,000 $76,152 8.000% 8.500%
7/26/00 $24,000 $21,648 9.000% 10.500%

H. D. Robuck, Jr., a director of the Company is the owner and President of
H. D. Robuck, Jr., P.A., an attorney representing the Company. In 2000, the
Company paid H.D. Robuck, Jr., P.A., legal fees aggregating $42,564. Ted R.
Ostrander, Jr., a director of the Company, is the President of Lassiter-Ware,
Inc., an insurance agency. In 2000, the Company paid $127,203 in insurance
premiums through the agency to the insurance companies Mr. Ostrander represents
as agent.

Report Of the Audit Committee

The Audit Committee of the Board of Directors is responsible for assisting
the Board in fulfilling its responsibility to the shareholders relating to
corporate accounting, reporting practices and the quality and integrity of the
financial reports of the Company. Additionally, the Audit Committee selects the
auditors and reviews their independence and their annual audit. The Audit
Committee is comprised of 3 directors, each of whom is independent under the
Nasdaq's listing standards. The Audit Committee acts under a written charter
adopted by the Board of Directors, a copy of which is attached to this proxy
statement as Appendix A.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussions, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 for
filing with the Securities and Exchange Commission.

Claron D. Wagner, Chairman
James P. Logan
Ted R. Ostrander, Jr.

PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's financial statements as of December 31, 1999 and 2000 and for
each of the years in the three-year period ended December 31, 2000 were audited
by Hacker Johnson & Smith PA.

The Company's Board of Directors has reappointed Hacker Johnson & Smith PA
to continue as independent auditors for the Bank and the Company for the year
ending December 31, 2001, subject to ratification of such appointment by the
stockholders.

A representative of Hacker Johnson & Smith PA will be present at the Annual
Meeting, will be given an opportunity to make a statement if so desired and will
be available to respond to appropriate questions from stockholders present at
the Annual Meeting.

Unless marked to the contrary, the shares represented by the enclosed
Proxy, if executed and returned, will be voted FOR ratification of the
appointment of Hacker Johnson & Smith PA as the independent auditors of the
Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF HACKER JOHNSON & SMITH PA AS THE INDEPENDENT AUDITORS OF THE
COMPANY.

ADDITIONAL INFORMATION

Stockholder Proposals

To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following fiscal
year ending December 31, 2000, a stockholder proposal must be received by the
Secretary of the Company, at the address set forth on the first page of this
Proxy Statement, no later than December 1, 2000. Any shareholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.

Advance Notice of Business to be Conducted at an Annual Meeting

The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the date fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.

Other Matters which may Properly Come Before the Meeting

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy card to vote the shares represented thereby on such matters in accordance
with their best judgment.

INDEPENDENT AUDITORS

The independent public accounting firm of Hacker Johnson & Smith PA has
acted as the independent auditors of the Company and the Bank for 2000 and it is
anticipated that the same firm will be selected to perform the same duties for
2001 for the Company and the Bank. A representative of the firm will be
available to respond to appropriate questions at the Annual Meeting of the
Stockholders.

Audit Fees

Hacker Johnson & Smith PA billed the Company aggregate fees of $52,500 for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the reviews of the condensed
consolidated financial statements included in the Company's Form 10-Q for the
year ended December 31, 2000.

Financial Information Systems Design and Implementation Fees

Hacker Johnson & Smith PA did not provide any such services to the Company
for the year ended December 31, 2000.

Audit Committee Determination

The Audit Committee of the Board of Directors has considered and determined
that the independent auditor's provision of other non-audit services to the
Company is compatible with maintaining the auditor's independence.

Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.

A copy of the Form 10-K (without exhibits) for the year ended December 31,
2000, as filed with the SEC, will be furnished without charge to stockholders of
record upon written request to FFLC Bancorp, Inc., Ms. Sandra L. Rutschow,
Secretary, P.O. Box 490420, Leesburg, Florida 34749-0420. The Form 10-K can also
be accessed through the Bank's World-Wide Web Internet Site at
"http://www.1stfederal.com".

By Order of the Board of
Directors

/s/ Sandra L. Rutschow

Sandra L. Rutschow
Secretary

Leesburg, Florida
March 30, 2001

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

Appendix A

FFLC BANCORP, INC.
CHARTER - AUDIT COMMITTEE

Mission Statement

The committee's role is to assist the board of directors in overseeing all
material aspects of financial reporting, internal control, and audit functions,
including a particular focus on the qualitative aspects of financial reporting
to stockholders, on compliance with significant applicable legal, ethical, and
regulatory requirements and to ensure the objectivity of the financial
statements of FFLC Bancorp, Inc. (the "Company"). The role also includes
maintenance of strong, positive working relationships with management, external
and internal auditors, counsel, and other audit committee advisors.

Organization

Committee Composition. The committee shall consist of at least three board
members, all of whom shall be independent of management and the Company.
Committee members shall have: (1) knowledge of the primary industries in which
the Company operates; and (2) the ability to read and understand financial
statements, including the balance sheet, income statement, statement of cash
flows, and key performance indicators. At least one member of the committee must
have past employment experience in finance or accounting, requisite professional
certification in accounting or other comparable experience or background that
results in the individual's financial sophistication, including being or having
been a chief executive officer, chief financial officer or other senior officer
with financial oversight responsibilities. Committee appointments, including
selection of the committee chairperson, shall be approved annually by the full
board.

Meetings. The committee shall meet at least quarterly. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. A
quorum of the committee shall be declared when a majority of the appointed
members of the committee are in attendance.

External Resources. The committee shall be authorized to access internal
and external resources, as the committee requires, to carry out its
responsibilities.

Roles and Responsibilities

Communication with the Board of Directors and Management

o The chairperson and others on the committee shall, to the extent
appropriate, have contact throughout the year with senior management,
the board of directors, external and internal auditors and legal
counsel, as applicable, to strengthen the committee's knowledge of
relevant current and prospective business issues, risks and exposures.
This will include requests by the committee that members of
management, counsel, the internal and external auditors, as
applicable, participate in committee meetings, as necessary, to carry
out the committee's responsibilities.

o The committee, with input from management and other key committee
advisors, shall develop an annual plan, which shall include an agenda
and procedures for the review of the Company's quarterly financial
data, its year end audit, the procedures and results of the internal
audit and the review of the independence of its accountants.

A-1

o The committee, through the committee chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the
full board.

o The committee will review the Company's Conflict of Interest Policy,
and shall report at least annually to the Board of Directors in regard
to any instances of violations of such policy, and make
recommendations to the board of remedies or other actions the
committee feels are appropriate. In connection with the committee's
review of the Policy, the committee may recommend revisions or
modifications to the Policy from time to time, as necessary.

o The committee shall make recommendations to the full board regarding
the compensation to be paid to the external auditors and its views
regarding the retention of the auditors for the upcoming fiscal year.

Review of the Internal Audit

o The internal audit function shall be responsible to the board of
directors through the committee.

o The committee shall review and assess the annual internal audit plan,
including the activities and organizational structure of the internal
audit function.

o The committee shall meet with the internal auditors, at least
annually, to review the status of the internal audit activities, any
significant findings and recommendations by the internal auditors and
management's response.

o If either the internal auditors identify significant issues relative
to the overall board responsibility that have been communicated to
management but, in their judgment, have not been adequately addressed,
they should communicate these issues to the committee.

Review of the External Audit

o The committee shall meet with the external auditors, at least
annually, who shall report all relevant issues to the committee.

o The external auditors, in their capacity as independent public
accountants, shall be responsible to the board of directors and the
audit committee as representatives of the stockholders.

o The committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review should
include a determination of whether the annual financial statements are
complete and consistent with the information known to committee
members. This review shall also include a review of key financial
statement issues and risks, their impact or potential effect on
reported financial information, the processes used by management to
address such matters, related auditor views, and the basis for audit
conclusions. Any important conclusions concerning the year-end audit
work should be discussed well in advance of the public release of the
annual financial statements.

o The committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The committee
shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards
Board. Additionally, the committee shall discuss with the auditor any
relationships or services that may affect auditor objectivity or
independence. If the committee is not satisfied with the auditors'
assurances of independence, it shall take or recommend to the full
board appropriate action to ensure the independence of the external
auditor.

o The committee shall review and discuss with the external auditors, any
important recommendations on financial reporting, internal controls
and other matters, along with management's response thereto.

A-2

o If the external auditors identify significant issues relative to the
overall board responsibility that have been communicated to management
but, in their judgment, have not been adequately addressed, they
should communicate these issues to the committee.

Reporting to Stockholders

o The committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any
important issues on interim financial statements should be discussed
well in advance of the public release of the interim financial
statements.

o The committee will ensure that management requires that the external
auditors review the financial information included in the Company's
interim financial statements before the Company files its quarterly
reports with the Securities and Exchange Commission.

o The committee shall review all major financial reports in advance of
filings or distribution, including the annual report.

o The committee shall annually provide a written report of its
activities and findings, a copy of which shall be included within the
proxy statement for the annual meeting. The report shall appear over
the names of the audit committee. Such report shall be furnished to
and approved by the full board of directors prior to its inclusion in
the proxy statement. The report will state whether the committee: (i)
has reviewed and discussed the audited financial statements with
management; (ii) has discussed with the independent auditors the
matters to be discussed by Statement of Auditing Standards No. 61;
(iii) has received the written disclosures and the letter from the
independent auditors regarding the independence required by
Independence Standards Board Standard No. 1; (iv) has discussed with
the auditors their independence; and (iv) based on the review and
discussion of the audited financial statements with management and the
independent auditors, has recommended to the board of directors that
the audited financial statements be included in the Company's annual
report on Form 10-K.

o The Company shall disclose that the committee is governed by a written
charter, a copy of which has been approved by the full board of
directors. The committee shall review the charter annually, assess its
adequacy and propose appropriate amendments to the full board of
directors. A copy of the charter shall be filed as an appendix to the
proxy statement at least every three years.

o The Company shall also disclose in its proxy statement the
independence of the committee. To the extent that the board appoints a
non-independent director to the committee, the Company will disclose
the nature of the relationship of the non-independent director and the
reasons for appointing the non-independent director to the committee
in the next proxy statement.

Regulatory Examinations

o The committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.

Committee Self Assessment and Education

o The committee shall review, discuss, and assess its own performance as
well as the committee role and responsibilities, seeking input from
senior management, the full board, and others.

A-3

o The Committee shall review significant accounting and reporting
issues, including recent professional and regulatory pronouncements
and understand their impact on the Company's business, results of
operation and financial statements.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.

*******

This Charter approved and adopted by Board of Directors, on May 18, 2000.

A-4

REVOCABLE PROXY
FFLC BANCORP, INC.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
2:00 p.m.

The undersigned hereby appoints the official proxy committee, consisting of
each member of the Board of FFLC Bancorp, Inc. (the "Company"), each with full
power of substitution, to act as attorneys and proxies for the undersigned, and
to vote all shares of Common Stock of the Company which the undersigned is
entitled to vote only at the Annual Meeting of Stockholders, to be held at the
Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, on May 10,
2001, at 2:00 p.m., and at any and all adjournments thereof, as follows:

1. The election as directors of all nominees listed (except as marked to the
contrary below):

Howard H. Hewitt, H. D. Robuck, Jr. and Stephen T. Kurtz

FOR ALL
[ ] FOR [ ] WITHHOLD [ ] EXCEPT

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

2. The approval of Hacker Johnson & Smith PA as the Company's independent
auditors for the fiscal year ending December 31, 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, this proxy
will be voted by those named in this proxy in their best judgment. At the
present time, the Board of Directors knows of no other business to be presented
at the Annual Meeting.

The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of the Meeting and of a Proxy Statement dated March
30, 2001, as well as a copy of FFLC Bancorp's 2000 Annual Report.

Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign, but the signature of
one holder is sufficient, unless contested.

Please be sure to sign and date this Proxy in the box below.

_________________________________________
Date

_________________________________________
Stockholder sign above

_________________________________________
Co-holder (if any) sign above

Detach above card, sign, date and mail in postage paid envelope provided.

FFLC BANCORP, INC.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

Stockholder Assistance
Stockholders requiring a change of address, records or information about lost
certificates or dividend checks should contact FFLC Bancorp's transfer agent:

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
800-368-5948

HAS YOUR ADDRESS CHANGED?

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