Bancshares of Florida,
Inc. (Nasdaq: BOFL), a $570 million-asset multi-bank holding company based in
Naples, Florida, and Bristol Bank, a $93 million-asset bank based in Coral
Gables, Florida, jointly announced today the signing of a definitive agreement
by which Bancshares of Florida, Inc. will acquire Bristol Bank by merging it
with and into Bank of Florida, a wholly owned subsidiary of Bancshares of
Florida, Inc.

"This merger will establish a presence for Bank of Florida in the dynamic
City of Coral Gables," said Bancshares of Florida, Inc. President and CEO
Michael McMullan. "Dade County is a market our management team knows well, and
Coral Gables is one of the crown jewels of this area. The demographics of this
market are a perfect fit for our premium brand and business model. Our
franchise is firmly established in Broward, Collier, Hillsborough and Palm
Beach Counties, and we look forward to expanding into Dade County through the
acquisition of Bristol Bank and a planned de novo office in Aventura."
Bancshares of Florida, Inc.'s business model focuses on serving the
commercial banking and wealth management needs of small business owners,
professionals, executives, entrepreneurs, and high net worth individuals and
foundations. "Emphasis on client service, along with leading-edge technology,
comprehensive cash management solutions and a full-service mortgage division,
have enabled us to succeed in Florida's fastest-growing markets. In addition,
our investment consulting and wealth management services offered through the
Bank of Florida Trust Company have allowed us to penetrate the private banking
niche that is so prevalent in the strategic markets where the company has
established a presence," McMullan went on to say.
Christopher Roden, who currently serves as Chairman and CEO for Bristol
Bank, will join the Bank of Florida senior management team effective with the
merger. "This partnership will enhance and strengthen our client relationships
by providing access to greater technology and expanded products, as well as
wealth management services that are in high demand in our market," said Roden.
"We will look to Chris' experience, reputation and community presence to
continue to build strong relationships in the Southeast Florida market and to
ensure a smooth transition," said McMullan. "We are also pleased that Patricia
Frost, who currently serves on the Bristol Bank Board of Directors, has agreed
to join the Bancshares of Florida, Inc. Board of Directors. Her perspective as
a leader and trustee for both non-profit organizations and public companies
will be invaluable to us as we continue to grow our organization."
Under the terms of the definitive agreement, Bristol's shareholders will
receive $20.9 million, of which 70% will be paid in Bancshares common stock
and 30% in cash. This equates to approximately 2.07 times Bristol's book value
as of September 30, 2005 and is expected to be accretive to Bancshares'
earnings and book value for 2006. The merger is subject to customary closing
conditions, including approval from the shareholders of Bristol Bank and
banking regulators. The transaction is expected to close early in the third
quarter. Raymond James & Associates advised Bancshares of Florida, Inc. and
Sandler O'Neill advised Bristol Bank in this transaction.
Upon completion of the acquisition, Bancshares of Florida, Inc. will
exceed $663 million in assets with the following affiliates: Bank of Florida,
Fort Lauderdale in Broward, Dade and Palm Beach Counties; Bank of Florida,
Southwest in Collier County; Bank of Florida, Tampa Bay in Hillsborough
County; and Bank of Florida Trust Company.

Bancshares of Florida, Inc. (Nasdaq: BOFL, Newspaper listing: "BcshFla")
is a $570 million-asset multi-bank holding company located in Naples, Florida.
It is the parent company for Bank of Florida, Southwest, and Bank of Florida
Trust Company, both based in Naples, Florida; Bank of Florida, based in Fort
Lauderdale, Florida; and Bank of Florida, Tampa Bay, based in Tampa, Florida.
Investor information may be found on the company's web site,
http://www.bankofflorida.com , by clicking on the "Investor Relations" tab.

The foregoing may be deemed to be offering materials of Bancshares in
connection with Bancshares' proposed acquisition of Bristol Bank, on the terms
and subject to the conditions in the Agreement and Plan of Merger dated March
7, 2006 between Bancshares and Bristol Bank.
Bancshares and Bristol shareholders and other investors are urged to read
the Proxy Statement/Prospectus that will be included in the Registration
Statement on Form S-4, which Bancshares will file with the Securities and
Exchange Commission in connection with the proposed merger, because it will
contain important information about Bancshares, Bristol Bank, the merger, the
solicitation of proxies in the merger and related matters.

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