EXHIBIT 10.3


                   ASSUMPTION OF DIRECTORS' STOCK OPTION PLAN


         THIS ASSUMPTION OF STOCK OPTION PLAN (the "Assumption") is made as of
the 1st day of July, 2001.

                                WITNESSETH THAT:

         WHEREAS, Old Florida Bank (the "Bank") and Old Florida Bankshares, Inc.
("Bankshares") entered into an Agreement and Plan of Share Exchange (the
"Agreement") pursuant to which the Bank has been reorganized as a wholly-owned
subsidiary of Bankshares through a share exchange transaction (the "Share
Exchange"); and

         WHEREAS, the Bank has in effect a Directors' Stock Option Plan (the
"Plan");

         WHEREAS, Bankshares and the Bank desire to set forth in this Assumption
the assumption by Bankshares of the Plan and the options issued thereunder
("Options").

        NOW, THEREFORE, the parties agree as follows:

         1. Adoption of Recitals. The parties confirm that the foregoing
recitals are true and accurate as of the date hereof and are reflective of the
intent of the parties.

         2. Assumption of Plan and Options. Effective July 1, 2001, Bankshares
shall assume the Plan and the Options, and the obligations of the Bank in
connection with the Plan and said Options, as if an original party thereto.

         3. Additional Instruments. Bankshares and the Bank agree to provide
from time to time any additional documents, agreements, instruments or writings
that may be deemed necessary or appropriate by either party to evidence the
assumption by Bankshares of the Plan and the Options.

         IN WITNESS WHEREOF, Bankshares and the Bank have caused this Assumption
to be duly executed all as of the date first above written.

OLD FLORIDA BANKSHARES, INC.             OLD FLORIDA BANK



By:  /s/ Larry W. Johnson                By:  /s/ Larry W. Johnson
   -----------------------------            -----------------------------
   Larry W. Johnson                         Larry W. Johnson
   President and Chief Executive            President and Chief Executive
      Officer                                 Officer