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

March 28, 2003

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
FFLC Bancorp, Inc. (the "Company") to be held on May 8, 2003, 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, the amendment of the Certificate of Incorporation and the
ratification of the appointment of auditors for fiscal 2003 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, 2002, is contained in the 2002 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,

Stephen T. Kurtz
President and Chief Executive Officer

FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
-------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 8, 2003
-------------------------------------------

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 8,
2003, 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. Amendment of the Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 9,000,000 to 15,000,000;

3. The ratification of the appointment of Hacker Johnson & Smith PA as
independent auditors of the Company for the fiscal year ending December 31,
2003; and

.. 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 14, 2003, 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

Sandra L. Rutschow
Secretary
Leesburg, Florida
March 28, 2003

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

PROXY STATEMENT
-------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS
May 8, 2003
-------------------------------------------

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 8, 2003, at 2:00 p.m., Eastern time, at
the Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, and at
any adjournments thereof. The 2002 Annual Report to Stockholders, containing the
consolidated financial statements for the fiscal year ended December 31, 2002,
and a proxy card accompany this Proxy Statement which is first being mailed to
stockholders on or about March 28, 2003.

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, FOR the
amendment of the Certificate of Incorporation, and FOR the ratification of
Hacker Johnson & Smith PA as independent auditors for the fiscal year ending
December 31, 2003.

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 judgment 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 has 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 and mailing 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 has 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.

If your shares are not registered in your own name, an intermediary other
than Registrar and Transfer Company may be responsible for "householding" your
proxy statement. If that is the case, and you want to obtain a separate copy of
the proxy statement and 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, indicate that you are a shareholder at a shared address and request
an additional copy of each document. Since Registrar and Transfer has no record
of your stock ownership, it will be necessary for you to provide Registrar and
Transfer Company with your name and address and it will be necessary to identify
who is the recordholder of your shares.

If your shares and those of another shareholder sharing an address are not
registered in your own names, and you are receiving multiple copies of the proxy
statement and annual report,

please contact your recordholder. All shareholders
at the shared address can request the record holder to mail only a single copy
to your address in the future.

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 14, 2003, 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. As a result of the three-for-two stock dividend effected
on February 28, 2003, the total number of shares of the Company's Common Stock
outstanding on the Record Date (exclusive of Treasury shares) was 5,377,346
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.
Consequently, votes that are withheld in the election of directors and broker
non-votes will have no effect on the election.

Approval of the amendment to the Certificate of Incorporation of the
Company requires the affirmative vote of the holders of at least a majority of
the issued and outstanding shares of Common Stock entitled to vote at the Annual
Meeting. Accordingly, abstentions from voting and shares as to which the
"ABSTAIN" box is selected on the Proxy Card with respect to the approval of the
amendment to the Certificate of Incorporation will have the effect of a vote

against that proposal. Shares underlying broker non-votes or held in excess of
the Limit will also be counted as votes against that proposal.

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 and 401(k) Plan (the "KSOP"), you will receive a
voting authorization form that reflects all shares you may vote under this plan.
Under the terms of the KSOP, all shares held by the KSOP are voted by the
trustee, but each participant in the KSOP 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 18, 2003.

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 February
28, 2003.

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

Common Stock First Federal Savings Bank of Lake 361,798 10.1%
County Employee Stock Ownership and
401(k)Plan(1)
800 North Boulevard, West
Leesburg, Florida 34748

Common Stock First Manhattan Co. (2) 238,803 6.6%
437 Madison Avenue
New York, New York 10022

- -----------------------------
(1) A committee of management has been appointed by the Board of Directors (the
"Retirement Committee") to administer the KSOP, and the Bank of New York,
an unaffiliated corporation, serves as trustee for the KSOP (the "KSOP
Trustee"). The KSOP Trustee must vote all allocated shares held in the KSOP
in accordance with the instructions of the participating employees. As of
the record date, all shares of the Common Stock in the KSOP had been
allocated.
(2) The information furnished is derived from a Schedule 13G filed by the First
Manhattan Co. on February 12, 2003, 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 February 28, 2003.
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 February 28, 2003, 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
February 28, 2003, by each director and all directors and executive officers as
a group as of February 28, 2003.

Expiration Shares of
Name and Principal of Common Stock Ownership as
Occupation at Present Director Term as Beneficially a Percent of
and for Past Five Years Age Since(1) Director Owned(2)(5) Class
----------------------- --- -------- -------- ----------- -----

Nominees:

Claron D. Wagner 71 1987 2003 61,482(3) 1.66%
A director of the Bank and President,
Woody Wagner, Inc. Former partner in
Wagner Construction Company.

Paul K. Mueller 51 1993 2003 108,652 2.97%
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.

Joseph J. Junod 66 1987 2003 33,674(3) *
A director of the Bank, Mr. Junod retired
in 1991 as the general manager of
Avesta Sheffield Pipe, Wildwood, Florida.

Continuing Directors:

Howard H. Hewitt 65 2000 2004 52,639(3) 1.44%
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. 55 1997 2004 49,029(3) 1.34%
Mr. Robuck is a practicing attorney
and the Chief Executive Officer of Romac
Lumber Company, a Lake County based
supplier of construction materials.

James P. Logan 54 1990 2005 46,868(3) 1.28%
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. 54 1995 2005 19,707(3) *
A director of the Bank. President of
Lassiter-Ware, Inc., an insurance
agency.

Stephen T. Kurtz 49 1990 2004 104,248 2.85%
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.

Executive Officer
Who Is Not A Director

Sandra L. Rutschow 63 - - 34,196(4) *
Secretary and Vice President of the
Bank and Secretary of the Company.

All directors and executive 509,336 13.95%
officers as a group (nine persons)

- -------------------------------------
*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 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,
and 5,035 options granted to Director Robuck on December 31, 1997, upon his
election as a director.
(4) Includes options for 9,859 shares granted to Mrs. Rutschow which became
exercisable January 4, 1995.
(5) 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 9,859 options granted
under the FFLC Bancorp, Inc. 1993 Incentive Stock Option Plan to one
executive officer 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 2002. 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 2002. 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 2002, this Committee met 12 times.

The Audit Committee consists of three outside Directors of the Company,
Messrs. Logan (Chairman), Ostrander and Junod. This Committee meets with the
Bank's independent auditors, and evaluates policies and procedures relating to
auditing functions and internal controls. This Committee held five meetings in
fiscal 2002. For further information, please see Report of the Audit Committee,
infra.

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 January 30, 2003.

In 2002, the Compensation Committee of the Company consisted of Directors
Junod, Wagner, Logan, Ostrander, Robuck and Hewitt and is responsible for the
2002 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 profit sharing program,
when necessary. The Compensation Committee met twice during 2002.

Directors' Compensation

Fees. Directors do not receive fees from the Company for service on the
Company's Board. In 2002, the monthly retainer for service on the Board of
Directors of the Bank was $900. 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.

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. .

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. The
Compensation Committee also is responsible for determining the amount to be
contributed to the Bank's profit sharing 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 28, 2002, and, based upon the criteria
listed above, the Compensation Committee increased the salary of Stephen T.
Kurtz, the President and Chief Executive Officer, from $192,200 to $197,800, an
increase of 3%. At that same meeting, the salary of Paul K. Mueller, Executive
Vice President and Treasurer was increased from $151,840 to $156,300, also a 3%
increase.

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

Compensation Committee of the Company

Claron D. Wagner
James P. Logan
Joseph J. Junod
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, 1997 through
December 31,2002.

[LETTERHEAD OF FFLC BANCORP, INC. GRAPH OMMITED PLOTTED POINTS BELOW]

Period Ending
Index -----------------------------------------------------------------------------
12/31/1997 1/1/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002
- ---------------------------------------------------------------------------------------------------------------------------

FFLC Bancorp, Inc. 100.00 76.16 73.30 73.80 106.35 154.89
NASDAQ - Total US* 100.00 140.99 261.48 157.42 124.89 86.33
NASDAQ Bank Index* 100.00 99.36 95.51 108.95 117.97 120.61
SNL OTC Bank Index 100.00 103.20 99.15 114.47 124.60 128.15

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, 2002, 2001 and 2000, 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 profit sharing in excess of $100,000 in
the fiscal year ended December 31, 2002.

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

Stephen T. Kurtz 2002 $192,203 $53,464 $27,203
President, Chief Executive Officer 2001 180,010 27,429 18,269
and Director 2000 156,755 28,140 34,637
Paul K. Mueller 2002 $151,846 $45,495 $26,974
Executive Vice President, 2001 146,001 23,487 18,223
Treasurer and Director 2000 132,855 21,021 29,884

- ----------------------------------
(1) Includes employer matching contributions under the 401(k) Plan of $11,961
and $11,841 for Messrs. Kurtz and Mueller.
(2) Includes $15,242 and $15,133 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. Each
employment agreement provides 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 agreement becomes
fixed at three years. Under each employment agreement, the base salary for the
executive is reviewed annually by the Board of Directors of the Bank. In
addition to the base salary, each employment agreement provides 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.

Each employment agreement provides 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 executive's employment for reasons
other than for cause, or if the executive 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, profit sharing and contributions that would have been made on the
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. Each employment
agreement restricts the executive'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, unless 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
agreements is 2.99 times the 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 executive under
any dispute or question of interpretation relating to his employment agreement
are to be paid by the Bank or Company if the executive is successful on the
merits in a legal judgment, arbitration or settlement. Each employment agreement
also provides that the Bank and Company shall indemnify the executive 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, 2002. 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, 2002.

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

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

Stephen T. Kurtz 0 0 0 0
Paul K. Mueller 0 0 0 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, 2002, 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 all filing requirements
applicable to its executive officers, directors and 10% stockholder were met
during 2002.

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.

Claron D. Wagner, a director and Chairman of the Board of the Company, is
the President of Woody Wagner, Inc., a firm engaged in construction and in
supervision and consulting on construction. During 2002, the Company paid Woody
Wagner, Inc., a total of $170,602 for various construction projects and for the
supervision of construction projects.

H. D. Robuck, Jr., a director of the Company, is the owner and President of
H. D. Robuck, Jr., P.A., a law firm. Mr. Robuck owns a 10% interest in First
Alliance Title, L.L.C., a 90% owned subsidiary of the Company. In 2002, the
Company paid the law firm legal fees of $97,379 and paid the law firm $5,839 in
fees for legal services provided to First Alliance Title Company.

Ted R. Ostrander, Jr., a director of the Company, is the President of
Lassiter-Ware, Inc., an insurance agency. The insurance premiums paid by the
Company to the agency during 2002 were less than 5% of the Company's gross
revenues and Mr. Ostrander has advised the Company that the insurance premiums
paid by the Company to the agency during 2002 were less than 5% of the agency's
gross revenues.

Ken Wagner, the son of director Claron D. Wagner, owns a 25% interest in a
construction firm, Wagner Construction Company, L.L.C. During 2002, the Company
paid a total

of $1,269,074 to Wagner Construction Company, L.L.C. for the construction of two
bank branch offices.

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 made pursuant to that benefit program in excess of
$60,000 made to executive officers and directors which were outstanding at
December 31, 2002.

Balance as of
Date of Loan or Original December 31, Market
Name Modification Amount 2002 Note Rate Rate
- ----------------------- ------------------ --------------- ---------------- -------------- ---------------

Stephen T. Kurtz 04/04/02 $125,000 $108,176 6.00% 6.50%
Ted R. Ostrander 06/28/02 $560,000 $557,017 6.00% 6.50%
James P. Logan 10/14/93 $160,000 $ 87,165 6.25% 6.50%
H.D. Robuck, Jr. 01/04/02 $259,795 $222,321 6.00% 6.50%

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.

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, 2002 for
filing with the Securities and Exchange Commission.

James P. Logan, Chairman
Ted R. Ostrander, Jr.
Joseph J. Junod

PROPOSAL 2. AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Company is currently authorized to issue 9,000,000 shares of Common
Stock, of which, as of February 28, 2003, 3,584,897 shares were issued and
283,713 shares were reserved for issuance upon the exercise of options which
have been granted or may be granted pursuant to the stock option plans of the
Company. Thus, as of February 28, 2003, there were only approximately 5,415,103
shares of Common Stock (including 994,274 Treasury Shares) which were unissued
and not reserved for issuance.

In these circumstances, the Board of Directors determined that it would be
advisable and in the best interest of the Company to amend the Certificate of
Incorporation to increase the number of authorized shares of Common Stock in
order to have additional shares available for issuance to meet various business
needs as they may arise and to enhance the Company's flexibility in connection
with possible future actions. Those business needs and actions may include stock
dividends, stock splits, employee benefit programs, corporate business
combinations, funding of business acquisitions and other corporate purposes.
Although the Board periodically considers transactions such as those listed
above, it currently does not have plans to issue any significant amount of such
Common Stock, except as reserved for issuance under those Company stock option
plans already approved by stockholders.

Pursuant to that determination, on February 13, 2003, the Board of
Directors unanimously approved and recommended that the stockholders consider
and approve an amendment to Article Fourth of the Certificate of Incorporation
of the Company to increase the number of shares of Common Stock the Company has
authority to issue from 9,000,000 shares to 15,000,000 shares.

The authorization of additional shares of Common Stock pursuant to this
proposal will have no dilutive effect upon the proportionate voting power of the
present shareholders of the Company. However, to the extent that shares are
subsequently issued in connection with any corporate action to persons other
than the present shareholders, such issuance could have a dilutive effect on the
earnings per share and voting power of present shareholders. The Company would
expect that the dilutive effect on earnings per share would be relatively
short-term in duration.

In addition, although the issuance of shares of Common Stock in certain
instances may have the effect of forestalling a hostile takeover, the Board does
not intend nor does it view the increase in authorized Common Stock as an
anti-takeover measure. The Company is not aware of any proposed or contemplated
transaction of this type, and the proposed amendment to the Certificate of
Incorporation is not being recommended in response to any specific effort of
which the Company is aware to obtain control of the Company.

The authorized shares of Common Stock in excess of those presently
authorized and issued will be available for issuance at such times and for such
purposes as the Board of Directors may deem advisable without further action by
the Company's stockholders, except as may be required by applicable laws or
regulations.

and shares as to which the "ABSTAIN" box is selected on the Proxy Card with
respect to the approval of the amendment to the Certificate of Incorporation
will have the effect of a vote against that proposal. Shares underlying broker
non-votes or held in excess of the Limit will also be counted as votes against
that proposal.

In connection with this proposal, the Company recommends that each
stockholder consider the financial statements of the Company as set forth in the
Company's 2002 Annual Report to Stockholders, a copy of which is being furnished
to each stockholder together with this proxy statement.

At the Annual Meeting of Stockholders, the stockholders will be asked to
consider the proposal recommended by the Board of Directors to amend Article
Fourth of the Certificate of Incorporation As proposed to be amended, paragraphs
A. and B. of Article Fourth would read as follows:

"FOURTH: A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is sixteen million (16,000,000),
consisting of:

1. One million (1,000,000) shares of Preferred Stock, par value one
cent ($.01) per share (the "Preferred Stock"); and

2. Fifteen million (15,000,000) shares of Common Stock, par value
one cent ($.01) per share (the "Common Stock").

B. The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in series, and by filing a certificate pursuant to the applicable law
of the State of Delaware (such certificate being hereinafter referred to as
a "Preferred Stock Designation"), to establish from time to time the number
of shares to be included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the Common Stock, without a vote of
the holders of the Preferred Stock, or of any series thereof, unless a vote
of any such holders is required pursuant to the terms of any Preferred
Stock Designation."

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO AMEND
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK.

PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's financial statements as of December 31, 2001 and 2002 and for
each of the years in the three-year period ended December 31, 2002 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, 2003, 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, 2003, 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 November 30, 2003. 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 2002 and it is
anticipated that the same firm will be selected to perform the same duties for
2003 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 $62,500 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 Forms 10-Q for the
year ended December 31, 2002.

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, 2002.

All Other Fees

Hacker Johnson & Smith PA billed the Company $7,500 for tax related
services for the year ended December 31, 2002.

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.

Please Return Your Proxy Card.

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,
2002, 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

Sandra L. Rutschow
Secretary
Leesburg, Florida
March 28, 2003

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.

[FFLC Bancorp, Inc. Letterhead]

Dear KSOP Participant:

On behalf of the Board of Directors of FFLC Bancorp, Inc. (the "Company"),
I am forwarding the attached vote authorization form provided for the purpose of
conveying your voting instructions to the Bank of New York, as trustee for the
First Federal Savings Bank of Lake County Employee Stock Ownership Plan and
401(k) Plan ("KSOP"), on the proposals to be presented at the 2003 Annual
Meeting of Stockholders of FFLC Bancorp, Inc. Also enclosed is a Notice and
Proxy Statement for the Annual Meeting and a copy of the Company's Annual Report
to Stockholders.

As a participant in the KSOP, you are entitled to vote all shares of
Company common stock credited to your account as of March 15, 2003, the Annual
Meeting Record Date. If you do not direct the KSOP Trustee as to how to vote the
shares of Company common stock credited to your KSOP account, or your voting
instructions are not received by the KSOP Trustee by April 18, 2003, the KSOP
Trustee will vote your shares in a manner calculated to most accurately reflect
the instructions it receives from other participants subject to its fiduciary
duties.

In order to direct the voting of the shares of Company common stock
credited to your KSOP account, please complete and sign the attached vote
authorization form and return it in the enclosed envelope no later than April
18, 2003. Your vote will not be revealed, directly or indirectly, to any
officer, employee or director of the Company or First Federal Savings Bank of
Lake County. Your voting instructions will be tabulated by an independent third
party who will provide the KSOP Trustee with the results.

Sincerely,

FFLC Bancorp, Inc.
Board of Directors

NAME:_______________________________________
(Print Name)

SHARES CREDITED TO KSOP ACCOUNT: _________

VOTE AUTHORIZATION FORM

I, the undersigned, understand that the Bank of New York, as Trustee is the
holder of record and custodian of all shares attributable to me of FFLC Bancorp,
Inc. (the "Company") common stock under the First Federal Savings Bank of Lake
County Employee Stock Ownership and 401(k) Plan. Further, I understand that my
voting instructions are solicited on behalf of the Company's Board of Directors
for the Annual Meeting of Stockholders on May 8, 2003.

Accordingly, you are to vote all shares attributable to me as follows:

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

James P. Logan and Ted R. Ostrander, Jr. and Paul K. Mueller

FOR VOTE WITHHELD FOR ALL 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 the increase of authorized shares of Common Stock from
9,000,000 to 15,000,000

FOR AGAINST ABSTAIN

|-| |-| |-|

3. The approval of Hacker, Johnson & Smith, PA as the Company's independent
auditors for the fiscal year ending December 31, 2003.

FOR AGAINST ABSTAIN

|-| |-| |-|

The Trustee is hereby authorized to vote any shares attributable to me in
his or her trust capacity as indicated above.

- --------------------------------- ----------------------------------------
Date Signature

Please date, sign and return this voting authorization form in the enclosed
envelope by April 18, 2003.

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