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

March 29, 1999

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
of FFLC Bancorp, Inc. (the "Company") to be held on May 6, 1999, 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 two
directors and the ratification of the appointment of auditors for fiscal 1999
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, 1998, is contained in the 1998 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
-------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 6, 1999
-------------------------------------------

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 6,
1999, 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 two directors for terms of three years, each;

2. The ratification of the appointment of Hacker, Johnson, Cohen
& Grieb as independent auditors of the Company for the fiscal
year ending December 31, 1999; 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, 1999, 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 29, 1999

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 6, 1999

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

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 6, 1999, at 2:00 p.m., Eastern
time, at the Leesburg Community Building, 109 E. Dixie Avenue, Leesburg,
Florida, and at any adjournments thereof. The 1998 Annual Report to
Stockholders, containing the consolidated financial statements for the fiscal
year ended December 31, 1998, and a proxy card accompany this Proxy Statement
which is first being mailed to stockholders on or about March 29, 1999.

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, Cohen & Grieb as independent auditors for the fiscal year
ending December 31, 1999.

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.
1

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.

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, 1999, 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 3,681,456
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.

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, 1999.

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 343,625 9.33%
Lake County Employee Stock
Ownership Plan ("ESOP")(1)
800 North Boulevard, West
Leesburg, Florida 34748

Common Stock First Manhattan Co. (2) 189,804 5.16%
437 Madison Avenue
New York, New York 10022
(See footnote on next page.)

- -----------------------------
(1) A committee of the Board of Directors has been appointed (the "ESOP
Committee") to administer the ESOP, and Huntingdon National Bank, 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, 238,414 shares of the Common Stock in
the ESOP have been allocated. Under the ESOP, unallocated shares, and
shares held in the suspense account, will be voted in a manner
calculated to most accurately reflect the instructions the ESOP Trustee
has received from participants regarding the allocated stock so long as
such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

(2) The information furnished is derived from a Schedule 13G filed by the
First Manhattan Co. on February 11, 1999, 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 seven directors and is
divided into three classes. Each of the seven 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 two 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, 1999. 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, 1999, the names of the
nominees, the continuing directors, and the 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.

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) Class
----------------------- --- -------- -------- -------- -----

Nominees:

James P. Logan 50 1990 1999 48,574(4) 1.26%
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. 50 1995 1999 18,717(3)(4) *
A director of the Bank. President
of Lassiter-Ware, Inc., an
insurance agency.

Continuing Directors:

Joseph J. Junod 62 1987 2000 33,674(4) *
A director of the Bank, Mr. Junod
retired in 1991 as the general
manager of Avesta Sandvik
Tube,Wildwood, Florida.

Claron D. Wagner 67 1987 2000 67,674(4) 1.76%
A director of the Bank and
President, Woody Wagner, Inc.
Former partner in Wagner
Construction Company.

Paul K. Mueller 47 1993 2000 99,417(5) 2.58%
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.

H.D. Robuck, Jr. 51 1997 2001 39,623(3)(4) 1.03%
Mr. Robuck is a practicing
attorney and the Chief Executive
Officer of Romac Lumber
Company, a Lake County based
supplier of construction materials.

Expiration
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) Class
----------------------- --- -------- -------- -------- -----

Stephen T. Kurtz 45 1990 2001 93,731(5) 2.44%
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 Officers
Who Are Not Directors

Dwight L. Hart 43 - - 41,992(5) 1.09%
Senior Vice President of the Bank
and the Company. Mr. Hart has
also served as head of the
Mortgage Loan Department of the
Bank since June, 1986.

Joseph D. Cioppa 49 - - 22,654(5) *
Senior Vice President of the Bank
and the Company. Mr. Cioppa has
also served as head of the
Commercial Loan Department
since July, 1998.

Lawrence E. Hoag 43 - - 19,682(5) *
Vice President of the Bank and the
Company. Mr. Hoag has headed
the Savings Department of the
Bank since January, 1985.

Brenda M. Grubb 45 - - 6,237(5) *
Vice President of the Bank and the
Company. Mrs. Grubb has also
been the Human Resources
Manager since July, 1997.

Jay Bartholomew 32 - - 1,540(5) *
Vice President of the Bank and the
Company. Mr. Bartholomew has
also served as head of the Retail
Banking Department since
November, 1998.

Sandra L. Rutschow 59 - - 31,495(5) *
Secretary and Vice President of the
Bank and Secretary of the
Company

525,008(6) 13.64%

All directors and executive
officers as a group (thirteen 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 2,015 shares awarded to Director Ostrander upon his election as a
Director on January 26, 1995, and 2,014 shares awarded to Director Robuck on
December 31, 1997. Although awards granted under the plan vest at a rate of
331/3% commencing 15 months from the date of grant (January 4, 1994 for the
directors serving on that date), each participant presently has voting power
as to the full number of shares awarded.
(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), 3,368 options 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 of a director. Mr. Ostrander
exercised options for 1,667 shares on April 30, 1997. Mr. Logan exercised
options for 3,100 shares on February 2, 1998. Mr. Wagner exercised options
for 7,000 shares on September 3, 1998.
(5)Includes 31,000, 32,000, 15,000, 10,166, 1,766 and 17,370 shares subject to
options granted to Messrs. Kurtz, Mueller, Hart, and Hoag, and Mesdames Grubb
and Rutschow, respectively, which became exercisable January 4, 1995.
Includes options for 1,250 shares awarded to Mr. Bartholomew, which became
exercisable December 19, 1997. Excludes options for 7,111 shares awarded to
Mr. Cioppa in 1998 which are not currently exercisable.
(6)Includes a total of 58,717 options granted to five outside directors under
the FFLC Bancorp, Inc. 1993 Stock Option Plan for Outside Directors, which
are currently exercisable and includes a total of 108,552 options granted
under the FFLC Bancorp, Inc. 1993 Incentive Stock Option Plan to eight
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 1998. 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 1998. 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. This Committee meets on a weekly basis. This Committee met 50
times during fiscal 1998.

The Audit Committee consists of all outside Directors of the Company.
This Committee meets with the Bank's independent auditors, and evaluates
policies and procedures relating to auditing functions and internal controls.
This Committee held one meeting in fiscal 1998.

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 22, 1999.

In 1998, the Compensation Committee of the Company consisted of
Directors Junod, Wagner, Logan, Ostrander and Robuck and is responsible for the
1999 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 1998.

Directors' Compensation

Fees. Directors do not receive fees from the Company for services on
the Company's Board. In 1998, 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 Loan Committee and
Bylaws Committee meetings.

1993 Stock Option Plan for Outside Directors. Under the FFLC Bancorp,
Inc., 1993 Stock Option Plan for Outside Directors (the "Directors' Option
Plan"), which was ratified by shareholders at the Annual Meeting held May 12,
1994, each person who was then serving as an outside director who was not an
officer of the Company or the Bank and each of the two advisory directors
received options to purchase 20,138 shares of Common Stock at an exercise price
of $6.00 per share on the date of grant, January 4, 1994. Such options became
exercisable immediately. To the extent options for shares are available for
grant under the Directors' Option Plan, each subsequently appointed or elected
outside director ("Subsequent Outside Director") will be granted options to
purchase 5,035 shares of Common Stock with an exercise price equal to the fair
market value of the Common Stock on the date of grant. All options granted under
the Directors' Option Plan expire upon the earlier of 10 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. Options for 5,035 shares
were granted to Mr. Robuck in 1997.

Recognition and Retention Plan for Outside Directors. Under the First
Federal Savings Bank of Lake County Recognition and Retention Plan for Outside
Directors (the "Directors' RRP"), ratified by shareholders on May 12, 1994, each
person who is subsequently elected as an Outside Director ("Subsequent Outside
Director") will be granted an award of 2,014 shares to the extent shares are
available. The Awards vest in three equal annual installments commencing 15

months after the effective date of the award. Awards are nontransferable and
nonassignable. Director Robuck was awarded 2,014 shares on December 31, 1997.

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 28, 1998, and, based
upon the criteria listed above, the Compensation Committee increased the salary
of Stephen T. Kurtz, the President and Chief Executive Officer, from $132,000 to
$142,500, an increase of 8%. At that same meeting, the salary of Paul K.
Mueller, Executive Vice President and Treasurer was increased from $116,000 to
$123,000, an increase of 6%.

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.

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 January 4, 1994, through
December 31, 1998.

[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]

Period Ending
----------------------------------------------------------------
Index 1/4/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------------

FFLC Bancorp, Inc. 100.00 108.75 144.29 168.96 290.08 220.93
NASDAQ - Total US 100.00 98.07 138.70 170.56 209.25 294.16
NASDAQ Bank Index 100.00 100.27 149.33 197.16 330.11 326.98
SNL OTC Thrift Index 100.00 101.11 153.74 200.02 324.86 284.05

SNL Securities LC
Charlottesville, VA

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, 1998, 1997 and 1996, 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, 1998.

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

Other Annual
Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Compensation ($)(3)
--------------------------- ---- ------------- ------------ -------------------

Stephen T. Kurtz 1998 $132,006 $21,067 $ --
President, Chief Executive 1997 124,171 8,234 --
Officer and Director 1996 108,100 18,492 --

Paul K. Mueller 1998 $116,005 $19,534 --
Executive Vice President, 1997 109,171 7,871 --
Treasurer and Director 1996 95,300 14,992 --

(continued)

Long Term Compensation
- ----------------------------------------------------------
Awards Payouts
---------------------------------------- -------------
Restricted Stock Securities Underlying LTIP All Other
Awards ($)(4) Options/SARS (#)(5) Payouts($)(6) Compensation(7)
------------- ------------------- ------------- ---------------

$ -- -- $ -- $21,559
-- -- -- 22,654
31,125 -- -- 22,467

48,300 -- -- 19,207
26,030 -- -- 20,026
24,900 -- -- 19,807

- ----------------------------------
(1) Salary, only. Mr. Kurtz and Mr. Mueller are not paid director's fees.
(2)Includes bonuses granted pursuant to the Bank's bonus plan, which bases
bonuses upon annual salary and performance.
(3)There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
motivation; (d) tax payment reimbursements; or (e) preferential discounts on
stock.
(4)Includes awards granted pursuant to the First Federal Savings Bank of Lake
County Recognition and Retention Plan for Officers and Employees (the
"Officers' and Employees' RRP") in connection with the conversion which had a
market value of $6.00 per share on the date of grant (January 4, 1994). The
Officers and Employees RRP was ratified by shareholders at the Annual Meeting
held May 12, 1994. Such awards vested in equal installments at a rate of
331/3% per year beginning on April 4, 1995. When such shares vested and are
distributed, the recipient will also receive an amount equal to the
accumulated dividends and earnings thereon. On December 19, 1996, Messrs.
Kurtz and Mueller received additional awards of 2,500 and 2,000 shares,
respectively. At December 31, 1998, the aggregate amount of restricted stock
awards held by Mr. Kurtz and Mr. Mueller was 17,333 and 10,501, with market
values of $281,661 and $170,641, respectively, based upon the closing market
price on that date.
(5)Includes options granted on January 4, 1994 pursuant to the Incentive Plan.
Options granted to officers in fiscal 1994 become exercisable in equal
installments at a rate of 331/3% per year commencing one year from the date
of grant. The first installment of options became exercisable on January 4,
1995. Options granted include limited rights which generally are exercisable
upon a change in control.
(6)For the fiscal years 1997, 1996 and 1995, the Bank had no long-term
incentive plans in existence and therefore made no payouts or awards under
such plans.
(7)Annual ESOP allocation at cost. In addition, the Company contributed $2,640
for Mr. Kurtz and $2,320 for Mr. Mueller to the 401(k) Plan.

Employment Agreement. The Company has entered into employment
agreements with Mr. Stephen T. Kurtz and Mr. Paul K. Mueller. Each of the
agreements, the terms of which are substantially identical except for salary,
provides for a three-year term. On December 28, 1998, the Board of Directors of
the Company extended each agreement for an additional year, increased Mr.
Kurtz's base salary to $142,500 and Mr. Mueller's to $123,000 and provided for
renewal of the agreements on a daily basis unless written notice of non-renewal
is given by the Company or an executive. In addition to the base salary, the
agreements provide for, among other things, disability pay, participation in
stock benefit plans, and other fringe benefits applicable to executive
personnel. The agreements provide for termination for cause at any time. In the
event the Company terminates either executive's employment for reasons other
than a Change in Control of the Bank or Company, retirement, or for cause, or in
the event of the executive's resignation from the Bank and the Company upon (i)
failure to re-elect the executive to his current office, (ii) a material change
in the executive's functions, duties, or responsibilities, (iii) relocation of
his principal place of employment by more than 30 miles, (iv) liquidation or
dissolution of the Bank or the Company, or (v) a breach of the agreement by the
Company, the executive, or in the event of death, his beneficiary, would be
entitled to severance pay in an amount equal to the remaining salary payments
under the agreement, including base salary, bonuses, and other cash
compensation.

If termination, voluntary or involuntary, follows a change in control
of the Bank or the Company, the executive or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to three times his
average annual compensation paid over the three year period preceding the
termination as stated in the employment agreement with the Bank or the Company.
The Bank and the Company would also continue the executive's life, health, and
any disability coverage for the remaining unexpired term of the agreement. For
purposes of determining whether a change in control under the agreements has
occurred, the respective Boards of Directors will apply the definition of
control set forth in 12 C.F.R. ss. 574.4 of the Rules and Regulations of the
Office of Thrift Supervision ("OTS"). This definition includes certain
conclusive control determinations and rebuttable control determinations. The
conclusive control determinations include that an acquiror has acquired control
if it: (i) acquires more than 25 percent of any class of voting stock of a
company; (ii) acquires irrevocable proxies representing more than 25 percent of
any class of voting stock of a company; (iii) acquires any combination of voting
stock and irrevocable proxies representing more than 25 percent of any class of
voting stock of a savings association; (iv) controls in any manner the election
of a majority of the directors or trustees of a company; (v) is a general
partner of a company; (vi) has contributed more than 25 percent of the capital
of the company; or (vii) is a trustee of a trust.

Payments to the executives under the agreements is guaranteed by the
Company in the event that payments or benefits are not paid by the Bank.
Payments and benefits under the employment agreements, made contingent upon a
change in control, if they would constitute an excess parachute payment under
Section 280G of the Code, would be reduced to $1.00 less than the excess
parachute amount. If Mr. Kurtz's employment had been terminated, following a
change in control, as of January 1, 1997, the cash payment to him would have
been
13

approximately $427,500 in addition to certain non-cash benefits. In the case of
Mr. Mueller, the cash payment would have been $369,000.

1993 Incentive Stock Option Plan. Under the FFLC Bancorp, Inc. 1993
Incentive Stock Option Plan (the "Incentive Option Plan"), which was ratified by
shareholders at the Annual Meeting held May 12, 1994, options are granted to
employees at the discretion of a committee comprised of disinterested directors
who administer the plan. No options or limited rights were granted under the
Incentive Option Plan to the Named Executive Officers in 1997.

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, 1998. 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, 1998. At the Record Date, options for 31,000 and 32,000 shares
of Common Stock, respectively were exercisable by Messrs. Kurtz and Mueller.

Fiscal Year End Options/SAR 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 2,500 38,125 31,000 /0 $317,750 /0

Paul K. Mueller 0 0 32,000 /0 $328,000 /0
- ------------------------------------

(1)Market value of underlying securities at fiscal year end ($16.25 per share)
minus the exercise or base price of $6.00 per share.

Retirement Plan. Through 1995, the Bank maintained a qualified
non-contributory defined benefit pension plan for its eligible employees through
the Financial Institutions Retirement Fund. On February 1, 1996, the company
withdrew from participation in the Pension Plan, participants' benefits were
frozen and participants became fully vested. The Company did not make a
contribution to the Pension Plan for 1996 and instituted a 401(k) plan on April
1, 1996. The following table sets forth the estimated annual benefits payable
upon retirement at age 65, expressed in the form of a single life annuity, for
the final average salary and benefit service classifications specified.

Final Average
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- --------

$ 15,000 $3,375 $4,500 $5,625 $6,750 $7,875
25,000 5,625 7,500 9,375 11,250 13,125
50,000 11,250 15,000 18,750 22,500 26,250
75,000 16,875 22,500 28,125 33,750 39,375
100,000 22,500 30,000 37,500 45,000 52,500
125,000 28,125 37,500 46,875 56,250 65,625

Mr. Kurtz had 16 years of credited service as of January 1, 1996.

Transactions With Certain Related Persons

Until November, 1996, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 required that all loans or extensions of credit to
executive officers and Directors 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 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 hereinafter indicated, all loans made by the Bank to its
executive officers and Directors are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
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, 1998.

Balance as of
Date of Loan or Original December 31,
Name Modification Amount 1998 Note Rate Market Rate
---- ------------ ------ ---- --------- -----------

Dwight L. Hart 06/25/97 $128,000 $125,290 7.250% 7.875%
Stephen T. Kurtz 02/11/97 $125,000 $106,324 7.125% 7.750%
Ted R. Ostrander 06/26/98 $300,000 $277,951 6.375% 6.875%
James P. Logan 06/26/98 $160,000 $127,631 6.375% 6.875%

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 1998, the
Company paid H.D. Robuck, Jr., P.A., legal fees aggregating $52,229.

PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Company's financial statements as of December 31, 1997 and 1998 and
for each of the years in the three-year period ended December 31, 1998 were
audited by Hacker, Johnson, Cohen & Grieb.

The Company's Board of Directors has reappointed Hacker, Johnson, Cohen
& Grieb to continue as independent auditors for the Bank and the Company for the
year ending December 31, 1999, subject to ratification of such appointment by
the stockholders.

A representative of Hacker, Johnson, Cohen & Grieb 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, Cohen & Grieb as the independent auditors of the
Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF HACKER, JOHNSON, COHEN & GRIEB 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, 1998, 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, 1998. 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
17

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.

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, 1998, 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 29, 1999

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.

REVOCABLE PROXY
FFLC BANCORP, INC.

[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
May 6, 1999 o 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 6,
1999, 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).

James P. Logan and Ted R. Ostrander, Jr.

With- For All
[ ] For [ ] hold [ ] 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, Cohen & Grieb as the Company's independent
auditors for the fiscal year ending December 31, 1999.

[ ] 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.

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.

The above signed 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
29, 1999, as well as a copy of FFLC Bancorp's 1998 Annual Report prior to the
execution of this proxy.

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 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