UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

~~Proxy Statement Pursuant to Section~~PROXY STATEMENT PURSUANT TO SECTION 14(a) ~~of the~~OF THE SECURITIES

~~Securities Exchange Act of~~EXCHANGE ACT OF 1934

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BFC Financial Corporation

(Name of Registrant as Specified In Its Charter)

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BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

~~November 24, 2010~~April 27, 2011

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on ~~December 15, 2010~~May 17, 2011 at ~~10:~~11:30 a.m., local time, at ~~the BankAtlantic Support Center,~~our principal executive offices located at 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.

On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support.

Sincerely,

Alan B. Levan

BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on ~~December 15, 2010~~May 17, 2011

Notice is hereby given that the Annual Meeting of Shareholders of BFC Financial Corporation (the “Company”) will be held at the ~~BankAtlantic Support Center,~~Company’s principal executive offices located at 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309 on ~~December 15, 2010~~May 17, 2011 commencing at ~~10:~~11:30 a.m., local time, for the following purposes:

1. To elect ~~eight~~ten directors to the Company’s Board of Directors to serve until the Annual Meeting in ~~2011.~~2012.

2. To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

The proposal relating to the election of directors is more fully described in the Proxy Statement that forms a part of this Notice of Meeting.

Only shareholders of record at the close of business on ~~November 18, 2010~~April 11, 2011 are entitled to notice of, and to vote at, the Annual Meeting.

Sincerely yours,

Alan B. Levan

How do I vote my shares?

If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing in the enclosed proxy card or by transmitting your voting instructions by telephone or internet as described ~~in further detail~~ on the enclosed proxy card. You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.

If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee has enclosed or provided a voting ~~instruction~~ card for you to use in ~~directing the broker or nominee how to vote~~providing your ~~shares.~~voting instructions.

Can I vote my shares in person at the Annual Meeting?

If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting. However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares.

Shareholders who wish to attend the Annual Meeting may contact the Company’s Investor Relations department at(954) 940-4994 for directions. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by ~~giving~~providing your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What are my choices when voting?

You may vote for all ~~eight~~ten of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page 8.

What is the Board’s recommendation?

The Board of Directors recommends a voteFORall of the director nominees.

What if I do not specify on my proxy card how I want my shares voted?

If you mail in your proxy card but do not specify on your proxy card how you want to vote your shares, the Company will vote themFORall of the director nominees.

Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy will vote the proxies in accordance with their best judgment on those matters.

Can I change my vote?

Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this in one of three ways. First, you can send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you can submit a new valid proxy bearing a later date or transmit new voting instructions by telephone or internet. Third, you can attend the Annual Meeting and vote in ~~person; however, attendance~~person. Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.

If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

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		Company’s Board of Directors, serves as President and as a director of BankAtlantic Bancorp and as Chief Executive Officer and President of BankAtlantic.


	•	Mr. Cobb is also a member of the Board of Directors of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. Alan B. Levan is a Trustee of Nova Southeastern University and the Chairman of its Finance Committee. Additionally, in 2008 and 2010, BankAtlantic and its affiliated

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order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, seeks individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the Company’s business. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Company also requires that its Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board.

Under the Company’s Bylaws, nominations for directors may be made only by or at the direction of the Board of Directors, or by a shareholder entitled to vote who delivers written notice (along with certain additional information specified in the Company’s Bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However, if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of a director nomination must be received by the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders. For the Company’s ~~2011 annual meeting~~2012 Annual Meeting of ~~shareholders,~~Shareholders, the Company must receive shareholder notice of a director nomination (i) between ~~August~~January 18 and February 17, ~~and September 16, 2011~~2012 or (ii) if the Company’s ~~2011 annual meeting~~2012 Annual Meeting of ~~shareholders~~Shareholders is held prior to ~~November 15, 2011,~~April 17 or after June 16, 2012, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.

Investment Committee

In addition to the Audit, Compensation and Nominating/Corporate Governance Committees, the Board has also established an Investment Committee. D. Keith Cobb, Chairman, Alan B. Levan, John E. Abdo, Darwin Dornbush, Joel Levy and Seth M. Wise currently serve as the members of the Investment Committee. The Investment Committee assists the Board in supervising and overseeing the management of the Company’s investments in capital assets. The Investment Committee met two times during 2010.

Leadership Structure

The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer, and Alan B. Levan has held this dual position since 1978. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as Mr. Levan serves as the direct link between senior management and the Board. Further, as the founder of the I.R.E. Group (predecessor to the Company) in 1972 and the Chairman, Chief Executive Officer and President of the Company for over 30 years, Mr. Levan is in a position to provide critical insight to the Board and feedback to senior management through his long-term relationships and understanding of the Company’s business and prospects.

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Risk Oversight

The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for assuring that the Board is provided the information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax strategy), and the Audit Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal ~~auditors~~audit group regarding the results of ~~their~~its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s

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executive compensation plans and related laws and policies. The Nominating/Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports to the Board the risks that may be material to the Company, including those disclosed in the Company’s quarterly and annual reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management ~~process~~processes and ~~system.~~systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the proper foundation and oversight perspective with respect to management of the material risks facing the Company.

Executive Sessions of Non-Management ~~and Independent~~ Directors

During ~~2009,~~2010, the Company’s non-management directors ~~all of whom are considered to be “independent” within the meaning of the NYSE Arca listing standards,~~ met twice in executive sessions of the Board in which management directors and other members of management did not participate. Neil Sterling was the presiding director for these sessions. The non-management directors have scheduled regular meetings in ~~April~~March and September of each year and may schedule additional meetings without management present as they determine to be necessary.

Communications with the Board of Directors and Non-Management Directors

Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company’s Secretary at BFC Financial Corporation, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309. If the person submitting the letter is a shareholder, the letter should include a statement indicating such. Depending on the subject matter, the Company will:


	•	forward the letter to the director or directors to whom it is addressed;

	•	attempt to handle the inquiry directly if it relates to routine or ministerial matters, including requests for information; or

	•	not forward the letter if it is primarily commercial in nature or if it is determined to relate to an improper or irrelevant topic.

A member of management will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to the Board and will make those letters available to the Board upon request.

Code of Ethics

The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on the Company’s website atwww.bfcfinancial.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that ~~except as set forth below,~~ all filing requirements under Section 16(a) of the Exchange Act applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2009. Alan B. Levan filed a Form 4 in December 2009 to report the sale of 351 shares of the Company’s Class A Stock during September 2009. The shares were held by Mr. Alan Levan through BankAtlantic’s 401(k) Plan and were sold by the Trustee for such plan in connection with Mr. Alan Levan’s participation in BankAtlantic Bancorp’s rights offering to its shareholders.2010.

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PROPOSAL FOR ELECTION OF DIRECTORS

The Company’s Bylaws ~~currently~~ provide that the Board of Directors shall consist of no less than three ~~nor~~and no more than fifteen directors. The specific number of directors is set from time to time by resolution of the Board. During 2008, the Board consisted of six directors. During January 2009, Earl Pertnoy, who served as a director of the Company or its predecessors since 1978, passed away. From that time until the consummation of the Woodbridge Merger onPrior to September 21, 2009, the Board ~~consisted of five directors who, pursuant to the Company’s Bylaws, were~~was divided into three classes, each of which had a three-year term expiring in annual succession. On September 21, 2009, the Company consummated its merger with Woodbridge Holdings Corporation (“Woodbridge”), pursuant to which Woodbridge merged with and into a wholly owned subsidiary of the Company (the “Woodbridge Merger”). In connection with the consummation of the Woodbridge Merger, ~~eight members of Woodbridge’s Board of Directors were appointed to the Company’s Board of Directors, and~~ the Company’s Bylaws were amended to, ~~increase the maximum size of the Board from twelve to fifteen directors (as set forth above) and to~~among other things, provide that each director elected or appointed to the Board on or after the effective date of the Woodbridge Merger will serve for a term expiring at the Company’s next annual meeting of shareholders. As a result, the Board is currently divided into three classes of directors as follows: (i) ten directors whose terms will expire at the Annual Meeting (eight of whom have been nominated for re-election at the Annual Meeting to serve for terms expiring at the Company’s 2011 annual meeting of shareholders); (ii) two directors who were most recently elected at the Company’s 2008 annual meeting of shareholders to serve for terms expiring at the Company’s 2011 annual meeting of shareholders; and (iii) one director who was most recently elected at the Company’sSeptember 21, 2009 annual meeting of shareholders to serve for a term expiring at the Company’s 2012 annual meeting of shareholders. Subject to any future amendments to the Company’s Amended and Restated Articles of Incorporation or Bylaws relating to the composition of the Board, following the Company’s 2012 annual meeting of shareholders, the Board will no longer be divided into multiple classes serving staggered terms, but rather each director will serve for a term expiring at the Company’s next annual meeting of shareholders.

~~Eight~~The Board currently consists of: (i) eight directors who were re-elected to the Board at the Company’s 2010 Annual Meeting of Shareholders to serve for terms expiring at the Annual Meeting; (ii) two directors who were re-elected to the Board at the Company’s 2008 Annual Meeting of Shareholders to serve for three-year terms expiring at the Annual Meeting; and (iii) one director who was re-elected to the Board at the Company’s 2009 Annual Meeting of Shareholders (which was held prior to the consummation of the Woodbridge Merger) to serve for a three-year term expiring at the Company’s 2012 Annual Meeting of Shareholders.

All ten of the directors whose terms are expiring at the Annual Meeting have been nominated for re-election at the Annual Meeting to serve for a term expiring at the Company’s 2011 annual meeting of shareholders. Based on recent discussions, it was determined that, while each of its members has provided important and valuable contributions, it would be more efficient if the Board was comprised of fewer members. In addition, James Blosser and William Scherer — the other two directors whose terms are expiring at the2012 Annual Meeting — recently expressed interest in pursuing other business ventures and activities. As a result, it was mutually agreed that Messrs. Blosser and Scherer would not stand for re-election at the Annual Meeting.

of Shareholders. Each of the ~~eight~~ten director nominees was recommended for election by the Nominating/Corporate Governance Committee and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Except as otherwise indicated, no director nominee or director continuing in office has had any change in principal occupation or employment during the past five years.

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~~The Directors Standing For Election Are:~~

~~TERMS ENDING AT THE COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS~~:Directors Standing for Election
for Terms Expiring at the Company’s 2012 Annual Meeting of Shareholders


ALAN B. LEVAN	Director since 1978

Alan B. Levan, age 66, formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been Chairman of the Board, President and Chief Executive Officer of the Company or its predecessors. Since 1994, he has been Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp and, since 1987, he has served as Chairman of the Board of BankAtlantic. Since 2002, Mr. Levan has also served as Chairman of the Board of Bluegreen Corporation, a New York Stock Exchange listed company in which the Company currently owns an approximately 52% voting interest (“Bluegreen”), and since June 2009, he has served as a director of Benihana, Inc., a NASDAQ listed company in which the Company holds a significant investment (“Benihana”). He was Chairman of the Board and Chief Executive Officer of Woodbridge from 1985 until the consummation of the Woodbridge Merger in September 2009. The Board believes that Mr. Levan is a strong operating executive and that his proven leadership skills enhance the Board and the Company. The Board also believes that Mr. Levan’s management and directorship positions at the Company, BankAtlantic Bancorp and BankAtlantic and his directorship positions at Bluegreen and Benihana provide the Board with critical insight regarding the business and prospects of each company. Alan B. Levan is the father of Jarett S. Levan.


JOHN E. ABDO	Director since 1988

John E. Abdo, age 67, has served as Vice Chairman of the Board of the Company since 1993. He has been Vice Chairman of the Board of BankAtlantic since April 1987, Chairman of the Executive Committee of BankAtlantic since October 1985 and Vice Chairman of the Board of BankAtlantic Bancorp since 1994. Mr. Abdo has served on the Board of Directors of Benihana since 1990 and currently serves as its Vice Chairman. He has also served as Vice Chairman of the Board of Bluegreen since 2002. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of Directors of the Performing Arts Center Authority (PACA) and former President and current director and Chairman of the Finance Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice

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Chairman of Woodbridge from 2001 until the consummation of the Woodbridge Merger during September 2009. The Board believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledge of the Florida business community and the business and affairs of the Company, BankAtlantic Bancorp, BankAtlantic, Bluegreen and Benihana, based on his long history of service on behalf of those entities. The Board also believes Mr. Abdo’s real estate background provides additional perspective to the Board.


DARWIN DORNBUSH	Director since 2009

Darwin Dornbush, age ~~80,~~81, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Dornbush has been a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP since 1964. He also served as Secretary of Cantel Medical Corp., a healthcare company, until ~~earlier in~~ 2010 and as a director of that company until 2009. In addition, during February 2009, Mr. Dornbush rejoined the Board of Directors of Benihana after serving as a director of Benihana from 1995 through 2005. From 1983 until 2008, he ~~also~~ served as Secretary of Benihana and its predecessor. The Board believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous and current memberships on public company ~~Boards.~~boards.


OSCAR HOLZMANN	Director since 2002

Oscar Holzmann, age 68, has been an Associate Professor of Accounting at the University of Miami School of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Board believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Audit Committee.


JARETT S. LEVAN	Director since 2009

Jarett S. Levan, age 37, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger and was appointed to serve as Executive Vice President of the Company during April 2011. He is the President and a director of BankAtlantic Bancorp and the Chief Executive Officer and President of BankAtlantic and has served in various capacities at BankAtlantic, including as Executive Vice President and Chief Marketing Officer; President, Alternative Delivery; President, BankAtlantic.com; and Manager of Investor Relations. He joined BankAtlantic as an attorney in the Legal Department in January 1998. ~~Mr. Levan was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger.~~ He ~~has~~ also ~~served~~serves as a director of ~~BankAtlantic Bancorp since 1999,~~ the Broward Center for the Performing Arts, ~~since 2009,~~ the Fort Lauderdale Museum of Art, ~~from 2003 through 2008 and again since 2009 and~~ the Museum of Discovery and Science (Fort Lauderdale) ~~since 2008.~~, the Broward Alliance and the Broward Workshop. The Board believes that Mr. Levan’s management and directorship positions at BankAtlantic Bancorp and BankAtlantic allow him to provide insight to the Board with respect to the business and affairs of those ~~entities.~~entities as well as the industry in general. Jarett S. Levan is the son of Alan B. Levan.


ALAN J. LEVY	Director since 2009

Alan J. Levy, age ~~70,~~71, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2005. Mr. Levy is the founder and, since 1980, has served as the President and Chief Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming, marketing and distribution of a variety of fresh fruits and vegetables. The Board believes that Mr. Levy’s leadership skills and business experience gained from his service as the President and Chief Executive Officer of Great American Farms enhances the Board.

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JOEL LEVY	Director since 2009

Joel Levy,, age ~~70,~~71, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Levy is currently the Vice Chairman of Adler Group, Inc., a commercial real estate company, and he served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. Mr. Levy is a Certified Public Accountant with vast

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experience in public accounting. The Board believes that Mr. Levy’s experience relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting and his previous directorship at Woodbridge provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Audit Committee.


WILLIAM NICHOLSON	Director since 2009

William Nicholson, age ~~64,~~65, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Since May 2010, Mr. Nicholson has ~~been~~served as a principal ~~with~~of Heritage Capital Group, an investment banking firm. He also served as a principal of Heritage Capital Group from December 2003 through March 2009. In addition, since ~~2003. Since~~ 2004, Mr. Nicholson has ~~also~~ served as President of WRN Financial Corporation and, since 2008, he has been a principal with EXP Loan Services LLC. He iswas also the Managing Director of BSE Management, ~~LLC.~~LLC from March 2009 through April 2010. The Board believes that, because of Mr. Nicholson’s extensive knowledge of the capital and financial markets and broad experience working with the investment community, Mr. Nicholson can provide important insight to the Board on financial issues.


NEIL STERLING	Director since 2003

Neil Sterling,, age 59, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, ~~in Fort Lauderdale, Florida,~~ since 1998. He is also the principal of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm. As a successful business consultant, the Board believes that Mr. Sterling brings strategic insight to the Board, both with respect to the Company’s business and investments as well as emerging business models.


SETH M. WISE	Director since 2009

Seth M. Wise, age ~~40,~~41, has served as a director and Executive Vice President of the Company since he was appointed to such positions in connection with the consummation of the Woodbridge Merger during September 2009. ~~From~~Since July 2005, ~~until September 2009,~~ Mr. Wise has served as President of Woodbridge after serving as its Executive Vice President since September 2003. At the request of Woodbridge, Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding subsidiary of Woodbridge, prior to its filing for bankruptcy on November 9, 2007. He also previously was Vice President of Abdo Companies, Inc. The Board believes that Mr. Wise’s experience and background in the real estate industry gained from his executive positions at Woodbridge and Abdo Companies enhance the Board’s knowledge and insight relating to the Company’s operations and the real estate industry.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

~~The Directors~~Director Continuing Inin Office ~~Are:~~

~~TERMS ENDING AT THE COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS~~:


~~JOHN E. ABDO~~	~~Director since 1988~~

~~John E. Abdo~~, age 67, has served as Vice Chairman of the Board of the Company since 1993. He has been Vice Chairman of the Board of BankAtlantic since April 1987, Chairman of the Executive Committee of BankAtlantic since October 1985 andfor a director and Vice Chairman of the Board of BankAtlantic Bancorp since 1994. Mr. Abdo has served on the Board of Directors of Benihana since 1990 and currently serves as its Vice Chairman. He has also served as Vice Chairman of the Board of Bluegreen since 2002. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of Directors and Finance Committee of the Performing Arts Center Authority (PACA)

Term
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and former President and current director and Chairman of the Investment Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice Chairman of Woodbridge from 2001 until the consummation of the Woodbridge Merger during September 2009. The Board believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledge of the Florida business community and the business and affairs of the Company, BankAtlantic Bancorp, BankAtlantic, Bluegreen and Benihana, based on his long history of service on behalf of those entities. The Board also believes Mr. Abdo’s real estate background provides additional perspective to the Board.


~~OSCAR HOLZMANN~~	~~Director since 2002~~

~~Oscar Holzmann~~~~, age 68, has been an Associate Professor of Accounting~~Expiring at the ~~University~~Company’s 2012 Annual Meeting of Miami since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Board believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Audit Committee.

~~TERM ENDING AT THE COMPANY’S 2012 ANNUAL MEETING OF SHAREHOLDERS~~:Shareholders


D. KEITH COBB	Director since 2004

In addition to the ten nominees for director listed above, D. Keith Cobb,, who was most recently re-elected to the Board at the Company’s 2009 Annual Meeting of Shareholders to serve for a three-year term expiring at the Company’s 2012 Annual Meeting of Shareholders, also currently serves on the Board of Directors. Mr. Cobb, age ~~69,~~70, has served as a business consultant and strategic advisor to a number of companies since 1996. In addition, Mr. Cobb completed a six-year term on the Board of the Federal Reserve Bank of Miami in 2002. Mr. Cobb spent thirty-two years as a practicing Certified Public Accountant at KPMG LLP, and was Vice Chairman and Chief Executive Officer of Alamo Rent A Car, Inc. from 1995 until its sale in 1996. Mr. Cobb ~~also serves~~has served on the ~~Boards~~Board of Directors of BankAtlantic Bancorp since 2003 and the Board of Directors of Alliance Data Systems Corporation ~~in each case~~ since ~~2003, and he~~2004. He also served on the Board of Directors of RHR International, Inc. from 1998 through 2008. The Board believes that it benefits from Mr. Cobb’s extensive banking, financial and Board service background and that

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Mr. Cobb brings insight to the Board with respect to the Company’s business, financial condition and strategic development.

IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are executive officers of the Company:


Name		Position

Alan B. Levan		Chairman of the Board, Chief Executive Officer ~~President~~ and ~~Director~~President
John E. Abdo		Vice Chairman of the Board
Jarett S. Levan		Executive Vice President and Director
Seth M. Wise		Executive Vice President and Director
John K. Grelle		Executive Vice President and Chief Financial Officer
Maria R. Scheker		Chief Accounting Officer

All executive officers serve until they resign or are replaced or removed by the Board of Directors.

The following additional information is provided for the executive officers shown above who are not directors of the Company:

John K. Grelle, age 67, joined the Company as acting Chief Financial Officer on January 11, 2008 and was appointed Executive Vice President and Chief Financial Officer of the Company on May 20, 2008. From May 2008 until the consummation of the Woodbridge Merger during September 2009, Mr. Grelle also served as Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. Prior to joining the Company, Mr. Grelle served as a Partner of Tatum, LLC, an executive services firm. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and principal of a business formation and strategic development consulting firm. From 1996 through 2003, Mr. Grelle served as Senior Vice President and Chief Financial Officer of ULLICO Inc. and, from 1993 through 1995, he served as Managing Director of DCG Consulting. Mr. Grelle has also been employed in various other executive and financial positions throughout his career, including Chairman and Chief Executive Officer of Old American Insurance Company; Controller of the Financial Services Division of American Can Company (later known as Primerica); Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary of Primerica; President of Bell National Life; Senior Vice

11

President and Chief Financial Officer of American Health and Life; Controller of Sun Life America; and Director of Strategic Planning and Budgeting for ITT Hamilton Life. Mr. Grelle is a former member of the Board of Directors of the N.Y. Council of Life Insurers.

Maria R. Scheker, age ~~52,~~53, was appointed Chief Accounting Officer of the Company in April 2007. Ms. Scheker joined the Company in 1985 and has held various positions with the Company during this time, including Assistant Controller from 1993 through 2003. Ms. Scheker was appointed Controller of the Company in 2003 and Senior Vice President of the Company in March 2006. ~~Ms. Scheker~~She has been a Certified Public Accountant in the State of Florida since 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company may be deemed to be controlled by Alan B. Levan and John E. Abdo, Chairman, Chief Executive Officer and President of the Company and Vice Chairman of the Company, respectively, who collectively may be deemed to beneficially own shares of the Company’s Class A Stock and Class B Stock representing approximately ~~71%~~72% of the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Messrs. Levan and Abdo.

The Company may be deemed to be the controlling shareholder of BankAtlantic Bancorp and Bluegreen. The Company also has a direct non-controlling interest in Benihana. Alan B. Levan and John E. Abdo are each executive officers and directors of BankAtlantic Bancorp and BankAtlantic, and directors of Bluegreen and Benihana. In addition, Jarett S. Levan, the son of Alan B. Levan, is an executive officer and director of BankAtlantic Bancorp and

11

BankAtlantic. Mr. Jarett Levan’s total compensation from BankAtlantic Bancorp and BankAtlantic was approximately $1,079,000 and $700,677 during the years ended December 31, 2009 and 2010, respectively. In addition, Mr. Jarett Levan received compensation from the Company totaling $12,500 and $54,808 during the years ended December 31, 2009 and 2010, respectively.

As previously discussed, on September 21, 2009, Woodbridge merged with a wholly owned subsidiary of the Company. In connection with the Woodbridge Merger, each outstanding share of Woodbridge’s Class A Common Stock, other than those held by shareholders of Woodbridge who exercised and perfected their appraisal rights under Florida law, converted into the right to receive 3.47 shares of the Company’s Class A Stock. Prior to the consummation of the ~~merger,~~Woodbridge Merger, the Company owned approximately 22% of Woodbridge’s Class A Common Stock and all of Woodbridge’s Class B Common Stock, representing approximately 59% of the total voting power of Woodbridge. Shares otherwise issuable to the Company attributable to the shares of Woodbridge’s Class A Common Stock and Class B Common Stock owned by the Company were canceled in connection with the ~~merger.~~Woodbridge Merger. Alan B. Levan and John E. Abdo served as ~~the~~ Chairman and Chief Executive Officer of Woodbridge and Vice Chairman of Woodbridge, respectively, and John K. Grelle, the Company’s Executive Vice President and Chief Financial Officer, served as the Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. In addition, effective upon consummation of the ~~merger,~~Woodbridge Merger, Seth M. Wise, Woodbridge’s ~~Executive Vice~~ President, was appointed to serve as Executive Vice President of the Company, and each of ~~Mr.~~Messrs. Wise and Jarett S. Levan, ~~who is the President of BankAtlantic Bancorp, the Chief Executive Officer and President of BankAtlantic and the son of Alan B. Levan, and~~as well as the following six directors of Woodbridge who were not also directors of the Company — James Blosser, Darwin Dornbush, Alan J. Levy, Joel Levy, William Nicholson and William Scherer — were appointed to the Company’s Board of Directors.

12

The following table presents related party transactions relating to the shared service arrangements between the Company, BankAtlantic Bancorp ~~Woodbridge~~ and Bluegreen ~~incurred at, and~~ for the years ended December 31, ~~2008~~2010 and 2009. Amounts ~~set forth for Woodbridge for 2009 include only those amounts~~ related to BankAtlantic Bancorp and BankAtlantic for all periods, and Bluegreen after the ~~period from January~~Company acquired a controlling interest in Bluegreen during November 2009, through September 2009, when Woodbridge was merged with a wholly owned subsidiary of BFC. Any amounts related to Woodbridge after that time, including cash and cash equivalents at December 31, 2009, are includedwere eliminated in ~~the amounts set forth for BFC.~~consolidation.

At and For the Year Ended December 31, 2008
BankAtlantic

BFC Woodbridge Bancorp Bluegreen
(In thousands)

Shared service income (expense) (a ) $ 3,157 (1,135 ) (1,593 ) (429 )
Facilities cost (a ) $ (245 ) (101 ) 271 75
Interest income (expense) from cash balance/securities sold under agreements to repurchase (b ) $ 8 72 (80 ) —
Cash and cash equivalents and (securities sold under agreements to repurchase) (b ) $ 263 4,433 (4,696 ) —


		For the Year Ended December 31, 2010
					BankAtlantic
		BFC			Bancorp			Bluegreen
		(In thousands)

Shared service income (expense)	(a)		2,565			(2,105	)		(460	)
Facilities cost and information technology	(b)		(544	)		484			60

At and For the Year Ended December 31, 2009
BankAtlantic

BFC Woodbridge Bancorp Bluegreen
(In thousands)

Shared service income (expense) (a ) $ 3,153 (811 ) (1,805 ) (537 )
Facilities cost (a ) $ (260 ) (113 ) 319 54
Interest income (expense) from cash balance/deposits (b ) $ 5 34 (39 ) —
Cash and cash equivalents and (deposits) (b ) $ 20,863 — (20,863 ) —


		For the Year Ended December 31, 2009
					BankAtlantic
		BFC			Bancorp			Bluegreen
		(In thousands)

Shared service income (expense)	(a)		2,342			(1,805	)		(537	)
Facilities cost and information technology	(b)		(553	)		479			54


(a)		Pursuant to the terms of shared service agreements between the Company and BankAtlantic Bancorp, subsidiaries of the Company provide human resources, risk management, investor relations, executive office administration and other services to BankAtlantic Bancorp. Additionally, the Company provides certain risk management and administrative services to Bluegreen. The costs of ~~these~~shared services are allocated based upon the usage of the respective services. ~~Also, as~~

(b)		As part of the shared service arrangement, the Company pays BankAtlantic ~~Bancorp~~ and Bluegreen for the cost of office facilities ~~costs relating to~~utilized by the Company and its shared service operations.

		In May 2008, the Company and BFC Shared Service Corporation, a wholly owned subsidiary of the Company (“BFC Shared Service”), entered into office lease agreements with BankAtlantic under which the Company and BFC Shared Service agreed to pay BankAtlantic an annual rent of approximately $294,000 for office space in BankAtlantic’s corporate headquarters. In May 2009, the lease agreement was amended to increase the annual rent to approximately $304,000. In May 2008, the The Company also ~~entered into an office sublease agreement with Woodbridge~~pays BankAtlantic for information technology related services pursuant to ~~which Woodbridge agreed tosub-lease~~ ~~from the Company office space in BankAtlantic’s corporate headquarters at an annual rent of~~a separate agreement. BankAtlantic received approximately ~~$152,000. In May 2009, the sublease agreement was amended to decrease the amount of office space subject to the sublease~~$154,000 and accordingly, to decrease the annual rent to approximately $141,000. For the year ended December 31, 2008 and the 2009 period prior to the consummation of the Woodbridge Merger, rent expense paid to BFC$160,000 under the ~~sublease~~ agreement ~~was approximately $101,000 and $113,000, respectively.~~

~~(b)~~		The Company and Woodbridge entered into securities sold under agreements to repurchase transactions with BankAtlantic in the aggregate of approximately $4.7 million at December 31, 2008. These transactions were on the same general terms as BankAtlantic repurchase agreements with unaffiliated third parties. The Company did not have any securities sold under agreements to repurchase with BankAtlantic at December 31, 2009. In addition, the Company had deposits at BankAtlantic totaling $20.9 million as of December 31, 2009. These deposits were on the same general terms as deposits made by unaffiliated third parties. The Company did not have any deposits at BankAtlantic as of December 31, 2008. The aggregate interest income recognized in connection with these funds held at BankAtlantic was approximately $80,000 and $39,000 forduring the years ended December 31, ~~2008~~2010 and 2009, ~~respectively. Additionally, during 2009,~~respectively, which payments are included in the ~~Company invested funds through the Certificate of Deposit Account Registry Service (“CDARS”) program at BankAtlantic, which facilitates the placement of funds into certificates of~~table above.

As of December 31, 2010 and 2009, the Company had cash and cash equivalents accounts at BankAtlantic with balances of approximately $1.8 million and $20.9 million, respectively. These accounts were on the same general terms as deposits made by unaffiliated third parties. Additionally, during 2010 and 2009, the Company had funds invested at BankAtlantic through the Certificate of Deposit Account Registry Service (“CDARS”) program, which

1312


		deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. At December 31, 2009, the Company had $7.7 million invested through the CDARS program at BankAtlantic.

facilitates the placement of funds into certificates of deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. During the year ended December 31, 2010, the Company had up to $7.7 million invested through the CDARS program at BankAtlantic, but the Company did not have any funds invested through this program at BankAtlantic as of December 31, 2010. During the year ended December 31, 2009, the Company had up to $49.9 million invested through the CDARS program at BankAtlantic, and had $7.7 million invested through this program at BankAtlantic as of December 31, 2009. The aggregate interest income recognized by the Company in connection with these funds held at BankAtlantic was approximately $1,000 and $39,000 for the years ended December 31, 2010 and 2009, respectively.

~~In March 2008,~~During June 2010, BankAtlantic Bancorp and BankAtlantic entered into ana real estate advisory service agreement with ~~Woodbridge~~the Company for assistance relating to ~~provide information technology support~~the work-out of loans and the sale of real estate owned. Under the terms of the agreement, the Company receives a monthly fee of $12,500 from each of BankAtlantic and BankAtlantic Bancorp and, if the Company’s efforts result in ~~exchange for monthly payments by Woodbridge~~net recoveries of ~~$10,000 and~~any non-performing loan or the sale of real estate owned, the Company will receive a ~~one-timeset-up~~ ~~charge~~fee equal to 1% of the net value recovered. During the year ended December 31, 2010, the Company was paid an aggregate of approximately ~~$20,000. Monthly payments~~$787,000 of real estate advisory service fees under this agreement.

During 2010, the Company loaned approximately $8.0 million to BankAtlantic Bancorp. BankAtlantic Bancorp executed a promissory note in favor of the Company with a maturity date of July 30, 2010. The note provided for payment either in cash or shares of BankAtlantic Bancorp’s Class A Common Stock, depending on the results of BankAtlantic Bancorp’s then ongoing rights offering and the number of shares allocable to the Company pursuant to its exercise of subscription rights in the rights offering. During July 2010, BankAtlantic Bancorp satisfied the promissory note in full through the issuance of 5,302,816 shares of BankAtlantic Bancorp’s Class A Common Stock to the Company. These shares were ~~increased~~in addition to ~~$15,000 effective July 1, 2009.~~ the 4,697,184 shares previously issued to the Company as a result of its exercise of subscription rights in the rights offering.

During the years ended December 31, ~~2008~~2010 and 2009, Bluegreen reimbursed the Company and Woodbridge approximately $1.4 million and $2.4 million, respectively, for certain expenses incurred in assisting Bluegreen in its efforts to explore potential additional sources of liquidity. Bluegreen also paid a subsidiary of the Company approximately $1.3 million and $500,000 for a variety of management advisory services during the years ended December 31, 2010 and 2009, respectively. In addition, the Company and Bluegreen have an agreement relating to the maintenance of different registered public accounting firms. Pursuant to the agreement, Bluegreen has reimbursed, or will reimburse, the Company for the $624,950 of fees related to certain reviews and procedures performed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (“PwC”), at Bluegreen as part of PwC’s annual audit of the Company’s consolidated financial statements for the year ended December 31, 2010.

Beginning in 2009, Bluegreen entered into a land lease with Benihana, who constructed and operates a restaurant on one of Bluegreen’s land parcels. During each of the years ended December 31, 2010 and 2009, Bluegreen received lease payments from Benihana of approximately ~~$90,000~~$0.1 million.

During December 2009, Benihana engaged a subsidiary of the Company to provide certain management, financial advisory and ~~$160,000, respectively, were paid~~other consulting services. For the year ended December 31, 2010, the consulting fees payable to ~~BankAtlantic~~the Company’s subsidiary under this ~~agreement.~~arrangement were approximately $650,000. The engagement ceased during November 2010. In addition, during 2010, Benihana engaged a separate subsidiary of the Company to provide insurance and risk management services. For the year ended December 31, 2010, the Company’s subsidiary received approximately $45,000 under this arrangement. The engagement ceased during January 2011.

In prior periods, BankAtlantic Bancorp issued options to purchase shares of BankAtlantic Bancorp’s Class A Common Stock to employees of ~~Woodbridge prior to~~ the ~~spin-off of Woodbridge to BankAtlantic Bancorp’s shareholders on December 31, 2003.~~Company. Additionally, certain employees of BankAtlantic Bancorp have transferred to affiliate companies, and BankAtlantic Bancorp has elected, in accordance with the terms of BankAtlantic Bancorp’s stock option plans, not to cancel the stock options held by those former employees. ~~BankAtlantic Bancorp accounts for these options to former employees as employee stock options because these individuals were employees of BankAtlantic Bancorp on the grant date.~~ There were no options exercised by former BankAtlantic Bancorp employees during the years ended December 31, ~~2008~~2010 or 2009. BankAtlantic Bancorp from time to time also issues options and restricted stock awards to employees of the Company that perform services for BankAtlantic Bancorp. During the year ended December 31, 2010,

13

BankAtlantic Bancorp granted 75,000 restricted shares of Class A Common Stock to employees of the Company that perform services to BankAtlantic Bancorp. These stock awards are scheduled to vest in equal annual installments over a four-year period. BankAtlantic Bancorp recorded $77,000 and $50,000 of expenses relating to the awards described in this paragraph for the years ended December 31, 2010 and 2009, respectively.

BankAtlantic Bancorp’s options and non-vested restricted stock outstanding to ~~former~~ employees of the Company consisted of the following as of December 31, ~~2008~~2010 and 2009:

As of December 31, 2008

As of December 31, 2009

As of December 31, 2010

As of December 31, 2009

BankAtlantic

Bancorp’s

Weighted

Bancorp’s

Weighted

Bancorp’s

Weighted

Bancorp’s

Weighted

Class A

Average

Class A

Average

Class A

Average

Class A

Average

Common

Exercise

Common

Exercise

Common

Exercise

Common

Exercise

Stock

Price

Stock

Price

Stock

Price

Stock

Price

Options outstanding

53,789

$

48.46

45,476

$

53.57

47,761

$

55.26

45,476

$

53.57

Options non-vested

13,610

$

92.85

6,181

$

95.10

Non-vested restricted stock

75,000

$

—

$

—

~~Jarett S.~~BankAtlantic Bancorp and its subsidiaries utilize certain services of the law firm of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”). Until 2006, Bruno Di Giulian, a director of BankAtlantic Bancorp, was of counsel to Ruden McClosky. During the years ended December 31, 2010 and 2009, BankAtlantic Bancorp paid fees to Ruden McClosky totaling $181,000 and $55,000, respectively, and the Company paid Ruden, McClosky fees totaling $203,000 and $484,000, respectively.

Certain of the Company’s affiliates, including its executive officers, have independently made investments with their own funds in both public and private entities that the Company sponsored in 2001 and in which it holds investments.

Florida Partners Corporation owns 1,270,294 shares of the Company’s Class A Stock and 133,314 shares of the Company’s Class B Stock. Alan B. Levan ~~who~~may be deemed to be the controlling shareholder of Florida Partners Corporation, and is also a member of ~~the Company’s~~its Board of Directors and who serves as a director and as the President of BankAtlantic Bancorp and as a director and the Chief Executive Officer and President of BankAtlantic, is the son of Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, BankAtlantic Bancorp’s Chairman and Chief Executive Officer and BankAtlantic’s Chairman. Mr. Jarett Levan’s total compensation from BankAtlantic Bancorp and BankAtlantic was approximately $580,000 and $1,079,000 during 2008 and 2009, respectively.

In June 2010, BankAtlantic Bancorp and BankAtlantic entered into a real estate advisory service agreement with the Company for assistance relating to the work-out of loans and the sale of real estate owned. The Company will receive a monthly fee of $12,500 from each of BankAtlantic Bancorp and BankAtlantic and, if the Company’s efforts result in net recoveries of any nonperforming loan or the sale of real estate owned, the Company will receive a fee equal to 1% of the net value recovered.

On June 28, 2010, the Company loaned approximately $8.0 million to BankAtlantic Bancorp, and BankAtlantic Bancorp executed a promissory note agreement in favor of the Company with a maturity date of July 30, 2010. The note provided for payment either in cash or shares of BankAtlantic Bancorp’s Class A Common Stock, depending on the results of BankAtlantic Bancorp’s rights offering to its shareholders and the number of shares allocable to the Company pursuant to the rights offering. In July 2010, BankAtlantic Bancorp satisfied the promissory note in full through the issuance of 5,302,816 shares of BankAtlantic Bancorp’s Class A Common Stock in respect of the Company’s exercise of subscription rights in the rights offering.

During 2009, the Company performed certain advisory services to assist Bluegreen in exploring potential additional sources of liquidity. The Company was reimbursed approximately $1.6 million from Bluegreen during 2009 in connection with these efforts.

During December 2009, Benihana engaged a wholly owned subsidiary of the Company to provide certain management, financial advisory and other consulting services. In addition, during 2010, Benihana engaged a wholly owned subsidiary of the Company to provide certain insurance and risk management services.Directors.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, during the fiscal years ended December 31, ~~2009~~2010 and ~~2008,~~2009, the Company (including Woodbridge), BankAtlantic Bancorp (including BankAtlantic) and Bluegreen paid to or accrued on behalf of Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, and John E. Abdo and Seth M. Wise, who, other than Mr. Alan Levan, were the Company’s two most highly compensated executive officers during the fiscal year ended December 31, ~~2009.~~2010. Messrs. Alan Levan, Abdo and Wise are sometimes hereinafter collectively referred to as the “Named Executive Officers.”


																Change in																				Change in
																Pension Value																				Pension Value
																and																				and
																Nonqualified																				Nonqualified
														Non-Equity		Deferred																		Non-Equity		Deferred
											Option			Incentive Plan		Compensation			All Other													Option		Incentive Plan		Compensation			All Other
Name and Principal								Stock			Awards			Compensation		Earnings			Compensation											Stock		Awards		Compensation		Earnings			Compensation
Position	Source(1)	Year		Salary($)		Bonus($)(2)		Awards($)(3)			($)(3)			($)(6)		($)(7)			($)(8)		Total($)		Source(1)	Year		Salary($)		Bonus($)(2)		Awards($)(3)		($)(4)		($)(5)		($)(6)			($)(7)		Total($)

Alan B. Levan,	BFC		2009		1,026,420		400,000					126,782	(4)		—		—			258,550		1,811,752	BFC		2010		1,035,865		—		—		—		—		—			260,384		1,296,249
Chairman of the	BBX		2009		540,859		377,511		—			—			901,111		73,151			26,450		1,919,082	BBX		2010		552,716		—		310,000		—		23,663		(19,539	)		15,328		882,168
Board, President	BXG		2009		—		—		—			—			—		—			—		—

and Chief					1,567,279		777,511		—			126,782			901,111		73,151			285,000		3,730,834
Board, Chief																							BXG		2010		—		—		—		—		—		—			100		100

Executive Officer																											1,588,581		—		310,000		—		23,663		(19,539	)		275,812		2,178,517

and President
	BFC		2008		828,593		500,000		—			—			267,956		—			229,363		1,825,912	BFC		2009		1,026,420		400,000		—		126,782		—		—			258,550		1,811,752
	BBX		2008		541,828		—		—			—			283,055		20,934			21,771		867,588	BBX		2009		540,859		377,511		—		—		901,111		73,151			26,450		1,919,082
	BXG		2008		—		—		495,580	(5)		370,700	(5)		—		—			—		866,280	BXG		2009		—		—		—		—		—		—			—		—

					1,370,421		500,000		495,580			370,700			551,011		20,934			251,134		3,559,780					1,567,279		777,511		—		126,782		901,111		73,151			285,000		3,730,834

John E. Abdo,	BFC		2009		1,026,420		400,000					134,427	(4)		—		—			307,740		1,868,587	BFC		2010		1,035,865		—				—		—		—			306,240		1,342,105
Vice Chairman	BBX		2009		540,859		377,511		—			—			901,111		(8,274	)		8,444		1,819,651	BBX		2010		552,716		—		310,000		—		23,663		(8,313	)		420		878,486
of the Board	BXG		2009		—		—		—			—			—		—			6,433		6,433	BXG		2010		—		—		—		—		—		—			6,351		6,351

					1,567,279		777,511		—			134,427			901,111		(8,274	)		322,617		3,694,670					1,588,581		—		310,000		—		23,663		(8,313	)		313,011		2,226,942

	BFC		2008		811,957		500,000		—			—			223,219		—			307,740		1,842,916	BFC		2009		1,026,420		400,000		—		134,427		—		—			307,740		1,868,587
	BBX		2008		509,274		—		—			—			281,785		12,147			9,240		812,446	BBX		2009		540,859		377,511		—		—		901,111		(8,274	)		8,444		1,819,651
	BXG		2008		—		—		495,580	(5)		370,700	(5)		—		—			5,634		871,914	BXG		2009		—		—		—		—		—		—			6,433		6,433

					1,321,231		500,000		495,580			370,700			505,004		12,147			322,614		3,527,276					1,567,279		777,511		—		134,427		901,111		(8,274	)		322,617		3,694,671

Seth M. Wise,	BFC		2009		350,007		175,000		—			17,585	(4)		—		—			17,000		559,592	BFC		2010		472,662		—		—		—		—		—			7,062		479,724
Executive	BBX		2009		—		—		—			—			—		—			—		—
Vice President(9)	BXG		2009		—		—		—			—			—		—			—		—

					350,007		175,000		—			17,585			—		—			17,000		559,592

Executive Vice President(1)																							BFC		2009		350,007		175,000		—		17,585		—		—			17,000		559,592


(1)		Amounts identified as BFC represent amounts paid or accrued by the Company and (i) from the period from January 1, ~~2008~~2009 through September 20, 2009, Woodbridge Holdings Corporation and (ii) from the period from September 21, 2009 through December 31, ~~2009,~~2010, Woodbridge Holdings, LLC, the Company’s wholly owned subsidiary and the successor by merger to Woodbridge Holdings Corporation. Amounts identified as BBX represent amounts paid or accrued by BankAtlantic Bancorp and BankAtlantic. Amounts identified as BXG represent amounts paid or accrued by Bluegreen. Mr. Wise did not receive any compensation from BankAtlantic Bancorp, BankAtlantic or Bluegreen during 2009 or 2010.

(2)		Represent discretionary cash bonuses paid to each of the Named Executive Officers based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured from financial results.

(3)		~~In accordance with a recent SEC rule amendment, amounts for stock and options awards reflect~~Represents the aggregate grant date fair value of restricted stock awards granted by BankAtlantic Bancorp to Mr. Alan Levan and Mr. Abdo on February 23, 2010. Each of Mr. Alan Levan and Mr. Abdo received 250,000 restricted shares of BankAtlantic Bancorp’s Class A Common Stock under BankAtlantic Bancorp’s 2005 Restricted Stock Option Plan which will vest in four equal annual installments, with the first such installment having vested on February 23, 2011. Assumptions used in the calculation of the grant date fair value of these awards ~~rather than~~are included in Note 23 to the ~~dollar amount recognized for~~audited consolidated financial ~~statement purposes~~statements included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the ~~fiscal~~ year ~~as previously required.~~ended December 31, 2010, which was filed with the SEC on March 31, 2011.

15


(4)		Represent the aggregate grant date fair value of option awards granted by the Company to the Named Executive Officers during 2009 and, with respect to ~~Messrs.~~Mr. Alan Levan and Mr. Abdo, option awards ~~previously~~ granted by the Company in prior years which were re-priced during 2009. On September ~~2009. Additional information regarding these option awards is set forth under “Option Grants~~21, 2009, the Company granted to Mr. Alan Levan and ~~Re-Pricings — 2009” below.~~Messrs. Abdo and Wise options to purchase 152,680 shares, 187,380 shares and 79,824 shares, respectively, of the Company’s Class A Stock. The options have an exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual installments, with the first such installment having vested on September 21, 2010. In addition, on September 21, 2009, options to purchase 529,329 shares of the Company’s common stock, which were previously granted to and currently held by each of Mr. Alan Levan and Mr. Abdo, were re-priced to a new exercise price of $0.41 per share. The re-priced options previously had exercise prices ranging from $1.84 per share to $8.92 per share. The re-pricings did not impact any of the other terms, including the vesting schedules or expiration dates, of the options. Assumptions used in the calculation of the grant date fair value of

15


		these option awards are included in ~~footnote~~Note 28 to the ~~Company’s~~audited consolidated financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, ~~2009,~~2010, which was filed with the SEC ~~Commission~~ on April ~~13, 2010.~~8, 2011.

(5)		Messrs. Levan and Abdo are not officers of Bluegreen; however, they serve as Chairman and Vice Chairman, respectively, of Bluegreen’s Board of Directors and have in the past and may in the future receive compensation from Bluegreen in consideration for their service in such capacities. During 2008, each of Messrs. Alan Levan and Abdo received options to acquire 50,000 shares of Bluegreen’s common stock at an exercise price of $9.31 per share, which options are scheduled to vest on May 21, 2013 and expire on May 21, 2018. During 2008, each of Messrs. Alan Levan and Abdo were also granted 71,000 shares of restricted common stock of Bluegreen and options to purchase an additional 71,000 shares of Bluegreen’s common stock at an exercise price of $7.50 per share. These additional options and restricted shares are scheduled to vest on May 21, 2013 (and the options are scheduled to expire on May 21, 2015); however, in the event of a~~change-in-control~~ ~~of Bluegreen at a price of at least $12.50 per share of common stock, a percentage (of up to 100%) of the options and restricted shares will vest depending on both the timing of thechange-in-control~~ ~~and the actual price for a share of Bluegreen’s common stock in the transaction which results in thechange-in-control.~~ Assumptions used in the calculation of the grant date fair value of these stock and option awards are included in footnote 1 to Bluegreen’s consolidated financial statements included in Bluegreen’s Annual Report on~~Form 10-K~~ ~~for the year ended December 31, 2009, filed with the SEC on March 31, 2010.~~

~~(6)~~		~~Each of the Company and~~ BankAtlantic Bancorp ~~have~~had in place an annual incentive ~~program, which is a~~programs during 2010 and 2009. These programs were cash bonus ~~plan~~plans intended to promote high performance and achievement of certain corporate strategic goals and initiatives. ~~The 2008 amounts relating to~~All members of the ~~Company represent cash bonuses granted to each~~Executive Management Council of ~~Messrs.~~BankAtlantic, including Mr. Alan Levan and Mr. Abdo, were eligible to receive cash bonuses under the ~~formula-based component~~programs, with eligible bonuses ranging from 50% to 200% of the ~~Company’s 2008 annual incentive program based on~~applicable executive officer’s base salary. Payment of bonuses under the programs was dependent, in whole or in part, upon the achievement of ~~pre-established, objective individual~~quarterly and ~~company-wide~~ annual financial performance goals. The 2009 amounts relating to BankAtlantic Bancorp represent cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorp’s 2009 annual incentive plan as a result of the achievement ofthreshold objectives, including objectives related to reductions in core non-interest expense and targets for core earnings. The amounts for 2010 represent amounts earned during the year by Mr. Alan Levan and Mr. Abdo based on the achievement of the performance objectives established under the 2010 annual incentive program for the first quarter of 2010. While the annual performance objective related to core earnings established under BankAtlantic Bancorp’s 2010 annual incentive program was achieved, in light of the overall financial environment, and based on the recommendation of Mr. Alan Levan and the concurrence of BankAtlantic Bancorp’s other named executive officers, BankAtlantic Bancorp’s Compensation Committee determined not to grant any bonuses related to the achievement of that objective. The amounts for 2009 represent amounts earned during the year by Mr. Alan Levan and Mr. Abdo based on the achievement of the performance objectives established under BankAtlantic Bancorp’s 2009 annual incentive program for the first three quarters of 2009 and for the year ended December 31, 2009. The 2008 amounts relating to BankAtlantic Bancorp represent (i) cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorp’s 2008 annual incentive program as a result of the achievement during the first three quarters of 2008 of the quarterly financial performance objectives of such program related to core non-interest expense reductions and (ii) cash bonuses of $4,462 and $3,192 due Messrs. Alan Levan and Abdo, respectively, under the BankAtlantic Profit Sharing Stretch Plan with respect to the fourth quarter of 2007, but paid to Messrs. Alan Levan and Abdo during the first quarter of 2008.

~~(7)~~(6)		Represents the increase (decrease) in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the “BankAtlantic Retirement Plan”). Additional information regarding the BankAtlantic Retirement Plan is set forth in the narrative accompanying the table entitled “Pension Benefits — ~~2009”~~2010” below.

16


~~(8)~~(7)		Items included under “All Other Compensation” for ~~2009~~2010 for each of the Named Executive Officers are set forth in the table below:


	Levan		Abdo		Wise		Levan		Abdo		Wise

BFC
Perquisites and other benefits	$	106,171	$	—	$	—	$	109,356	$	—	$	—
Amounts paid for life and disability insurance premiums		135,567		—		—		135,567		—		—
Amounts paid for other insurance premiums		1,500		1,500		—
Contributions to 401(k) plan		—		—		9,800
Management fees paid to Abdo Companies, Inc.		—		306,240		—		—		306,240		—
Amounts paid for automobile expenses		15,312		—		7,200
Amount paid for automobile expenses								15,461		—		7,062

All other compensation	$	258,550	$	307,740	$	17,000	$	260,384	$	306,240	$	7,062

BBX
Perquisites and other benefits	$	7,155	$	1,747	$	—	$	15,288	$	380	$	—
Amounts paid for insurance premiums		14,262		—		—
Contributions to retirement and 401(k) plans		4,993		6,657		—
Dividends on restricted stock, REIT shares		40		40		—
Dividends on REIT shares								40		40		—

All other compensation	$	26,450	$	8,444	$	—	$	15,328	$	420	$	—

BXG
Perquisites and other benefits							$	—	$	6,251	$	—
Director fees								100		100		—

Perquisites and other benefits	$	—	$	6,433	$	—
All other compensation							$	100	$	6,351	$	—


		The value of perquisites and other benefits included in the rows entitled “Perquisites and other benefits” in the table above is calculated based on their incremental cost to the respective company, which is determined based on the actual cost of providing these perquisites and other benefits. All perquisites and other benefits received in ~~2009~~2010 by Mr. Alan Levan from the Company related to his personal use of the Company’s tickets to entertainment and sporting events.

		Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.

~~(9)~~		Mr. Wise was appointed to serve as Executive Vice President of the Company during September 2009 in connection with the consummation of the Woodbridge Merger. Because Mr. Wise was not a named executive officer of the Company for 2008, no compensation information with respect to Mr. Wise is provided for 2008.

~~Option Grants and Re-Pricings — 2009~~

On September 21, 2009, the Company granted options to purchase an aggregate of 753,254 shares of the Company’s Class A Stock principally to Woodbridge’s directors, executive officers and employees, including Messrs. Alan Levan, Abdo and Wise who received options to purchase 152,680 shares, 187,380 shares and 79,824 shares of the Company’s Class A Stock, respectively. The options have an exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual installments beginning on September 21, 2010.

In addition, on September 21, 2009, options to purchase an aggregate of approximately 1,800,000 shares of the Company’s common stock, which were previously granted to and currently held by the Company’s directors and employees, were re-priced to a new exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009). The Compensation Committee approved the re-pricing based on its review of the Company’s outstanding stock options and a presentation by Mercer. Prior to the re-pricing, the Company disclosed that the Compensation Committee intended to review the terms of outstanding options with a view to re-pricing the options because, given the trading price of the Company’s common stock and in light of adverse economic conditions, the Compensation Committee believed that the previously granted awards no longer provided appropriate incentives to optionholders. Included in the re-priced options were options to purchase an aggregate of 529,329 shares held by each of Messrs. Alan Levan and Abdo, which previously had exercise prices ranging from $1.84 per share to $8.92 per share. The re-pricings did not impact any of the other terms, including the vesting schedules or expiration dates, of the previously granted stock options.

17

Outstanding Equity Awards at Fiscal Year-End — ~~2009~~2010

The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, ~~2009.~~2010.


	Option Awards													Option Awards
							Equity													Equity
							Incentive													Incentive
							Plan Awards:													Plan Awards:
	Number of			Number of			Number of							Number of			Number of			Number of
	Securities			Securities			Securities							Securities			Securities			Securities
	Underlying			Underlying			Underlying							Underlying			Underlying			Underlying
	Unexercised			Unexercised			Unexercised		Option			Option		Unexercised			Unexercised			Unexercised		Option			Option
	Options			Options			Unearned		Exercise			Expiration		Options			Options			Unearned		Exercise			Expiration
Name	Exercisable			Unexercisable			Options		Price			Date		Exercisable			Unexercisable			Options		Price			Date

Alan B. Levan		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013
		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014
		—			75,000	(2)(5)			$	0.41	(9)		7/11/2015		38,170	(2)(5)		114,510	(2)(5)			$	0.41			9/21/2014
		—			75,000	(2)(6)			$	0.41	(9)		6/5/2016		75,000	(2)(6)		—				$	0.41	(9)		7/11/2015
		—			75,000	(2)(7)			$	0.41	(9)		6/4/2017		—			75,000	(2)(7)			$	0.41	(9)		6/5/2016
					152,680	(2)(8)			$	0.41			9/21/2014		—			75,000	(2)(8)			$	0.41	(9)		6/4/2017
John E. Abdo		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013
		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014
		—			75,000	(2)(5)			$	0.41	(9)		7/11/2015		46,845	(2)(5)		140,535	(2)(5)			$	0.41			9/21/2014
		—			75,000	(2)(6)			$	0.41	(9)		6/5/2016		75,000	(2)(6)		—				$	0.41	(9)		7/11/2015
		—			75,000	(2)(7)			$	0.41	(9)		6/4/2017		—			75,000	(2)(7)			$	0.41	(9)		6/5/2016
					187,380	(2)(8)			$	0.41			9/21/2014		—			75,000	(2)(8)			$	0.41	(9)		6/4/2017
Seth M. Wise		—			79,824	(2)(8)			$	0.41			9/21/2014		19,956	(2)(5)		59,868	(2)(5)		N/A	$	0.41			9/21/2014

17


(1)		Represents options to purchase shares of the Company’s Class B Stock.

(2)		Represents options to purchase shares of the Company’s Class A Stock.

(3)		Vested on February 7, 2008.

(4)		Vested on July 28, 2009.

(5)		~~Vested on July 11, 2010. Options were unexercisable at December 31, 2009.~~

~~(6)~~		~~Vests on June 5, 2011.~~

~~(7)~~		~~Vests on June 4, 2012.~~

~~(8)~~		Vests in four equal annual installments. The first installment vested on September 21, 2010. ~~None of the options were exercisable at December 31, 2009.~~

(6)		Vested on July 11, 2010.

(7)		Vests on June 5, 2011.

(8)		Vests on June 4, 2012.

(9)		~~As described above, options~~Options were re-priced on September 21, 2009 to a new exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009).

18

cancellation and are not included in the table above as a result of their cancellation prior to December 31, 2010. Mr. Alan Levan and Mr. Abdo did not receive any consideration in connection with the cancellation of these stock options.

The following table sets forth certain information regarding equity-based awards of Bluegreen held by Messrs. Alan Levan and Abdo as of December 31, ~~2009.~~2010. Mr. Wise does not currently hold, and as of December 31, ~~2009~~2010 did not hold, any equity-based awards of Bluegreen.


	Option Awards												Stock Awards									Option Awards												Stock Awards
																				Equity																					Equity
																		Equity		Incentive																					Incentive
																		Incentive		Plan																					Plan
																		Plan		Awards:																			Equity		Awards:
							Equity											Awards:		Market or																			Incentive		Market or
							Incentive											Number of		Payout								Equity											Plan Awards:		Payout
							Plan											Unearned		Value of								Incentive											Number of		Value of
							Awards:									Market		Shares,		Unearned								Plan Awards:									Market		Unearned		Unearned
	Number of			Number of			Number of						Number of			Value of		Units or		Shares,		Number of			Number of			Number of						Number of			Value of		Shares,		Shares,
	Securities			Securities			Securities						Shares or			Shares or		Other		Units or		Securities			Securities			Securities						Shares or			Shares or		Units or		Units or
	Underlying			Underlying			Underlying						Units of			Units of		Rights		Other		Underlying			Underlying			Underlying						Units of			Units of		Other		Other
	Unexercised			Unexercised			Unexercised		Option		Option		Stock That			Stock That		That		Rights That		Unexercised			Unexercised			Unexercised		Option		Option		Stock That			Stock That		Rights That		Rights That
	Options			Options			Unearned		Exercise		Expiration		Have Not			Have Not		Have Not		Have Not		Options			Options			Unearned		Exercise		Expiration		Have Not			Have Not		Have Not		Have Not
Name	Exercisable			Unexercisable			Options		Price		Date		Vested			Vested		Vested		Vested		Exercisable			Unexercisable			Options		Price		Date		Vested			Vested		Vested		Vested

Alan B. Levan		50,000	(1)		—			—	$	18.36		7/20/2015		—			—		—		—		50,000	(1)		—			N/A	$	18.36		7/20/2015
		—			50,000	(2)		—	$	12.07		7/19/2016		—			—		—		—		—			50,000	(2)			$	12.07		7/19/2016
		—			50,000	(3)		—	$	11.98		7/18/2017		—			—		—		—		—			50,000	(3)			$	11.98		7/18/2017
		—			71,000	(4)		—	$	7.50		5/21/2015		—			—		—		—		—			71,000	(4)			$	7.50		5/21/2015
		—			50,000	(5)		—	$	9.31		5/21/2018		—			—		—		—		—			50,000	(5)			$	9.31		5/21/2018
		—			—			—		—		—		71,000	(4)	$	171,820		—		—		—			—					—		—		71,000	(4)	$	228,620		N/A		N/A
John E. Abdo		50,000	(1)		—			—	$	18.36		7/20/2015		—			—		—		—		50,000	(1)		—			N/A	$	18.36		7/20/2015
		—			50,000	(2)		—	$	12.07		7/19/2016		—			—		—		—		—			50,000	(2)			$	12.07		7/19/2016
		—			50,000	(3)		—	$	11.98		7/18/2017		—			—		—		—		—			50,000	(3)			$	11.98		7/18/2017
		—			71,000	(4)		—	$	7.50		5/21/2015		—			—		—		—		—			71,000	(4)			$	7.50		5/21/2015
		—			50,000	(5)		—	$	9.31		5/21/2018		—			—		—		—		—			50,000	(5)			$	9.31		5/21/2018
		—			—			—		—				71,000	(4)	$	171,820		—		—		—			—					—		—		71,000	(4)	$	228,620		N/A		N/A


(1)		Vested on July 20, 2005.

(2)		Vests on July 19, 2011.

(3)		Vests on July 18, 2012.

(4)		Scheduled to vest on May 21, 2013; however, in the event of achange-in-control of Bluegreen at a price of at least $12.50 per share of common stock, a percentage (of up to 100%) of the options and restricted shares will vest depending on both the timing of thechange-in-control and the actual price for a share of Bluegreen’s common stock in the transaction which results in thechange-in-control.

(5)		Vests on May 21, 2013.

Pension Benefits — ~~2009~~2010

The following table sets forth certain information with respect to accumulated benefits as of December 31, ~~2009~~2010 under any Company, BankAtlantic Bancorp, BankAtlantic or Bluegreen plan that provides for payments or other benefits to ~~Messrs.~~Mr. Alan Levan and Mr. Abdo at, following, or in connection with, retirement. Mr. Wise is not entitled to receive any payment or other benefit at, following, or in connection with, retirement under any ~~BankAtlantic Bancorp~~such plan.


					Present Value								Present Value
			Number of Years		of Accumulated		Payments During				Number of Years		of Accumulated			Payments During
Name	Plan Name		Credited Service		Benefit(1)		Last Fiscal Year		Plan Name		Credited Service		Benefit(1)			Last Fiscal Year

Alan B. Levan		Retirement Plan for Employees of BankAtlantic		26	$	1,061,527	$	0		Retirement Plan for Employees of BankAtlantic		26	$	1,041,989	(2)	$	0
John E. Abdo		Retirement Plan for Employees of BankAtlantic		14		441,236		0		Retirement Plan for Employees of BankAtlantic		14		432,924	(2)		0


(1)		Assumptions used in the calculation of these amounts are included in ~~footnote 19~~Note 20 to ~~BankAtlantic Bancorp’s~~the audited consolidated financial statements included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended

19


		December 31, ~~2009,~~2010, which was filed with the SEC on March ~~19, 2010,~~31, 2011, except that retirement age was assumed to be 65, the normal retirement age as defined in the BankAtlantic Retirement Plan.

(2)		Represents the present value of accumulated benefits under the BankAtlantic Retirement Plan and, for Mr. Alan Levan, the supplemental retirement benefit described below.

20

BankAtlantic and Mr. Alan Levan, Mr. Alan Levan owns the Policy, but BankAtlantic agreed to make premium payments for the Policy until Mr. Alan Levan reached the ~~retirement~~ age of 65 or(or his death if ~~earlier (the “triggering event”). Pursuant to the agreement, following the triggering event,~~earlier), after which BankAtlantic iswas entitled to be reimbursed for the amount of all premiums previously paid by it for the Policy. As

21

AUDIT COMMITTEE REPORT

The following Audit Committee Report does not constitute soliciting material and should not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates ~~this~~the Report by reference therein.

The charter of the Audit Committee sets forth the Audit Committee’s responsibilities, which include oversight of the Company’s financial reporting on behalf of the Board of Directors and shareholders. The Audit Committee held ~~eight~~twelve meetings during ~~2009.~~2010. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee and the Company’s management and internal auditors, as well as with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for ~~2009, PricewaterhouseCoopers LLP (“PwC”).~~2010. The Audit Committee discussed with the Company’s internal auditors and PwC the overall scope and plans for their respective audits and met with the internal auditors and PwC, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls and compliance matters. The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, ~~2009~~2010 with management and PwC prior to the filing of the Company’s Annual Report onForm 10-K with the SEC on April ~~13, 2010. At its meeting on August 2, 2010,~~8, 2011. On April 20, 2011, the Audit Committee approved the engagement of PwC as the Company’s independent registered public accounting firm for ~~2010.~~2011.

Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The Company’s independent ~~auditor~~registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America, and discusses with the Audit Committee its independence and any other matters that it is required to discuss with the Audit Committee or that it believes should be raised with it. The Audit Committee oversees these processes, although it must rely on information provided to it and on the representations made by management and the Company’s independent ~~auditor.~~registered public accounting firm.

The Audit Committee discussed with PwC the matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee also received from PwC the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with PwC its independence from the Company. When considering PwC’s independence, the Audit Committee considered whether PwC’s provision of services to the Company beyond those rendered in connection with its audit and review of the Company’s consolidated financial statements was compatible with maintaining PwC’s independence. The Audit Committee also reviewed, among other things, the amount of fees paid to PwC for audit and non-audit services.

Based on these reviews, meetings, discussions and reports, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, ~~2009~~2010 be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2009.~~2010.

Submitted by the Members of the Audit Committee:

Joel Levy, Chairman

Oscar Holzmann

William Nicholson

2523

FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL ~~2009~~2010 AND ~~2008~~2009

PwC served as the independent registered ~~certified~~ public accounting firm for the Company and BankAtlantic Bancorp for 2010 and ~~Woodbridge for 2009 and 2008.~~2009. The following table ~~presents: (i)~~presents, for each of the Company and BankAtlantic Bancorp, fees for professional services rendered by PwC for the audit of each company’s annual financial statements for ~~fiscal~~2010 and 2009, ~~and 2008; and (ii) for Woodbridge, fees for professional services rendered by PwC for the audit of its annual financial statements for 2008. The following table also includes~~as well as fees billed for audit-related services, tax services and all other services rendered by PwC for ~~each~~those years. PwC also served as Woodbridge Holdings Corporation’s independent registered public firm for the 2009 period ending upon consummation of ~~these companies~~the Woodbridge Merger on September 21, 2009 (at which time Woodbridge Holdings Corporation became a wholly owned subsidiary of the Company), and the following table includes, with respect to such period, fees for ~~fiscal 2009 and 2008.~~professional services rendered to Woodbridge by PwC. PwC did not serve as Bluegreen’s independent registered certified public accounting firm for ~~2009~~2010 or ~~2008.~~2009.


	2009			2008			2010			2009
	(In thousands)						(In thousands)

BFC Financial Corporation
Audit fees		1,067	(1)		469	(1)	$	1,475	(1)	$	1,067	(1)
Audit — related fees		89	(3)		—			—			89	(2)
Tax fees		5			—			—			5
All other fees		—			—			—			—
BankAtlantic Bancorp
Audit fees		1,582	(1)		1,675	(1)		1,821	(1)		1,582	(1)
Audit — related fees		74	(3)		77	(3)		36	(2)		74	(2)
Tax fees		—			—			—			—
All other fees		40			—			31	(3)		40	(3)
Woodbridge
Audit fees		150	(2)		715	(2)		—			150	(4)
Audit — related fees		—			—			—			—
Tax fees		—			—			—			—
All other fees		—			—			—			—


(1)		Includes fees for services primarily related to each company’s respective annual financial statement audits, the ~~2009~~2010 and ~~2008~~2009 audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements ~~filed~~included in each company’s quarterly reports onForm 10-Q. The 2010 amount for the Company also includes fees in the amount of $624,950 related to procedures performed by PwC at Bluegreen as part of the Company’s annual financial statement audit. Bluegreen has agreed to reimburse the Company for such fees.

(2)		Includes fees for services primarily related to Woodbridge’s 2008 annual financial statement audit, the 2008 audit of the effectiveness of Woodbridge’s internal control over financial reporting and the review of quarterly financial statements filed in Woodbridge’s quarterly reports on~~Form 10-Q~~ ~~for each quarter during 2008 and the first two quarters of 2009 prior to the Woodbridge Merger when it became a wholly owned subsidiary of the Company.~~

~~(3)~~		Includes primarily fees related to registration statements filed by the Company and BankAtlantic Bancorp with the SEC.

(3)		Includes primarily fees related to BankAtlantic Bancorp’s compliance with subpoenas for information received in connection with the SEC ~~and, for 2008, an audit~~investigation which is described in Item 3 of Part I of BankAtlantic Bancorp’s ~~employee benefit plans.~~Annual Report onForm 10-K for the year ended December 31, 2010, which was filed with the SEC on March 31, 2011.

(4)		Includes fees for services primarily related to the review of quarterly financial statements filed in Woodbridge’s quarterly reports onForm 10-Q for the first two quarters of 2009 prior to consummation of the Woodbridge Merger during September 2009.

All audit-related services and other services were pre-approved by the audit committee of the respective company, which concluded that the provision of such services by PwC was compatible with the maintenance of PwC’s independence in the conduct of its auditing functions.

Under the charter of the Company’s Audit Committee, the Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent ~~auditor~~registered public accounting firm and shall not engage the independent ~~auditor~~registered public accounting firm to perform any non-audit services prohibited by law or regulation. Each year, the independent ~~auditor’s~~registered public accounting firm’s retention to audit the Company’s

24

financial statements, including the associated fee, is approved by the Audit Committee. Under its current practices, the Audit Committee does not regularly evaluate potential engagements of the independent ~~auditor~~registered public accounting and approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent ~~auditor,~~registered public accounting firm, and management may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit

26


		dispositive power over 6,072,490. The mailing address of each ~~group member~~of Pennant Capital Management, L.L.C, Alan Fournier and Pennant Windward Master Fund, L.P. is 26 Main Street, Suite 203, Chatham, NJNew Jersey 07928.

28

request to American Stock Transfer & Trust Company, 59 Maiden Lane — Plaza Level, New York, NY 10038, Attn: Marianela Patterson.

Advance Notice Procedures. Under the Company’s Bylaws, no business may be brought before an annual meeting of shareholders unless it is specified in the notice of the annual meeting of shareholders or is otherwise brought before the annual meeting of shareholders by or at the direction of the Board of Directors or by a

29


~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING~~
~~CORPORATE GOVERNANCE~~
~~PROPOSAL FOR ELECTION OF DIRECTORS~~
~~IDENTIFICATION OF EXECUTIVE OFFICERS~~
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~
~~COMPENSATION OF NAMED EXECUTIVE OFFICERS~~
~~COMPENSATION OF DIRECTORS~~
~~AUDIT COMMITTEE REPORT~~
~~FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009 AND 2008~~
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~
~~OTHER MATTERS~~
~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON DECEMBER 15, 2010~~
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
~~ADDITIONAL INFORMATION~~


(1)		All options are to purchase shares of BankAtlantic Bancorp’s Class A Common Stock.

(2)		Vested on January 2, 2006 and expired on January 2, 2011.

(3)		Vested on March 4, 2007.

~~(3)~~(4)		Vested on March 31, 2008.

~~(4)~~(5)		Vested on July 6, 2009.

~~(5)~~(6)		Vested on July 12, 2010. ~~Options were unexercisable at December 31, 2009.~~

~~(6)~~		~~Vests on July 11, 2011.~~

(7)		~~Vests~~Vesting pro-rata over four years, with the first annual installment having vested on ~~June 5, 2012.~~February 23, 2011.


	Estimated Annual Benefits
Average Five Year Compensation	Years of Credited Service at December 31, 1998
at December 31, 1998	5 Years		10 Years		20 Years		30 Years		40 Years

$120,000	$	10,380	$	20,760	$	41,520	$	62,280	$	83,160
$150,000		13,005		26,010		52,020		78,030		104,160
$160,000 and above		13,880		27,760		55,520		83,280		111,160


(1)		Amounts represent the aggregate of the grant date fair value of option awards which were granted during 2009 and the incremental value of the option awards which were re-priced during 2009, in each case as described above. Assumptions used in the calculation of these amounts are included in footnote 28 to the Company’s consolidated financial statements included in the Company’s Annual Report on~~Form 10-K~~ ~~for the year ended December 31, 2009, filed with the SEC on April 13, 2010.~~

~~(2)~~		The table below sets forth the aggregate number of stock options held as by each of the above-named ~~directors~~individuals as of December 31, ~~2009.~~2010. None of the above-named ~~directors~~individuals held any shares of restricted stock as of December 31, ~~2009.~~2010.


(a)		Represents options to purchase shares of Class A Stock.

(b)		Represents options to purchase shares of Class B Stock.

(c)		Represents options to purchase shares of Class A Stock and Class B Stock as follows: Mr. Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; and Mr. Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock.

~~(d)~~		Represents options held by Pertnoy Parent Limited Partnership at December 31, 2009 which expired during January 2010. Mr. Pertnoy was the President of Pertnoy Parent, Inc., the General Partner of Pertnoy Parent Limited Partnership.


	•	Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. Mr. Cobb is also a member of the Audit Committee of the Board of Directors of BankAtlantic Bancorp. The Company owns shares of BankAtlantic Bancorp’s Class A Common Stock and Class B Common Stock representing approximately 71% of BankAtlantic Bancorp’s total voting power. In addition, Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, serves as Chairman and Chief Executive Officer of BankAtlantic Bancorp and Chairman of BankAtlantic; John E. Abdo serves as Vice Chairman of each of the Company, BankAtlantic Bancorp and BankAtlantic; and Jarett S. Levan, Executive Vice President of the Company and a member of the


		entities together made donations of $32,500 and $1,000, respectively, to the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. No such donations were made in ~~2007 or~~ 2009.


	•	Messrs. ~~Blosser,~~Cobb and Alan Levy ~~and Scherer~~ serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. ~~Blosser~~Alan Levy serves on the Board of Directors of the ~~Broward Performing Arts Foundation~~Fort Lauderdale Museum of Art with Mr. Abdo. BankAtlantic and its affiliated entities together made donations of $10,000 and $5,000 to the Broward Performing Arts Foundation during 2009 and 2008, respectively. No such donations were made during 2007. Mr. Blosser is also a subcontractor on a business development project on which Mr. Sterling is a consultant.Jarett Levan.

	•	Each of Mr. Alan Levy and Great American Farms, Inc., a corporation of which Mr. Alan Levy is the President and Chief Executive Officer, Mr. Joel Levy and an entity in which he owns ~~a 25%~~an approximate 5% interest, and Mr. ~~Scherer~~Holzmann have a banking relationship with BankAtlantic in the ordinary course of BankAtlantic’s business.

	•	Mr. Scherer is a Partner at the law firm of Conrad & Scherer LLP. During 2008 and 2007, Woodbridge Holdings Corporation, which at that time was a majority owned subsidiary of the Company and is currently a wholly owned subsidiary of the Company (“Woodbridge”), paid fees to Conrad & Scherer LLP totaling approximately $4,000 and $22,000, respectively. The Company did not pay any fees to Conrad & Scherer LLP during 2008 or 2007, and neither the Company nor Woodbridge paid any fees to such law firm during 2009. Mr. Scherer is also a member of the Board of Directors of a privately held entity to which Mr. Sterling serves as a consultant.


			At and For the Year Ended December 31, 2008
									BankAtlantic
			BFC			Woodbridge			Bancorp			Bluegreen
			(In thousands)

Shared service income (expense)	(a	)	$	3,157			(1,135	)		(1,593	)		(429	)
Facilities cost	(a	)	$	(245	)		(101	)		271			75
Interest income (expense) from cash balance/securities sold under agreements to repurchase	(b	)	$	8			72			(80	)		—
Cash and cash equivalents and (securities sold under agreements to repurchase)	(b	)	$	263			4,433			(4,696	)		—


Name	Stock Options

James Blosser		66,544	(a)
D. Keith Cobb		6,250	(b)
Darwin Dornbush		14,876	(a)
Oscar Holzmann		171,513	(c)
Jarett S. Levan		—
Alan J. Levy		9,577	(a)
Joel Levy		39,686	(a)
William Nicholson		65,357	(a)
William R. Scherer		19,078	(a)
Neil Sterling		171,513	(c)
~~Earl Pertnoy~~		~~20,290~~	~~(b)(d)~~


~~(3)~~(2)		~~Amounts for~~Effective December 15, 2010, Messrs. Blosser ~~Dornbush, Alan Levy, Joel Levy, Nicholson~~ and Scherer reflect compensation paid to them from September 21, 2009 (at which time they were appointed to the Company’s Board of Directors in connection with the consummation of the Company’s merger with Woodbridge) through December 31, 2009. Prior to their appointment to the Company’s Board of Directors, they servedceased serving as directors of ~~Woodbridge and received~~ the following additional compensation in consideration for their service on Woodbridge’s Board of Directors and its committees from January 1, 2009 through September 20, 2009: Mr. Blosser — $60,125; Mr. Dornbush — $45,939; Mr. Alan Levy — $60,939; Mr. Joel Levy — $70,473; Mr. Nicholson — $76,250; and Mr. Scherer — $45,939.Company.

~~(4)~~(3)		During ~~2009,~~the year ended December 31, 2010, Mr. Cobb also received compensation ~~of $80,000~~totaling $90,000 in consideration for his service as a member of BankAtlantic Bancorp’s Board of Directors and as Chairman of its Audit Committee.

~~(5)~~(4)		Represents the compensation paid by the Company to Mr. ~~Pertnoy died~~Jarett Levan during ~~January 2009.~~2010 for services he performed on its behalf.


				Class A		Class B		Percent of			Percent of						Class A		Class B		Percent of			Percent of
				Stock		Stock		Class A			Class B						Stock		Stock		Class A			Class B
Name of Beneficial Owner	Notes			Ownership		Ownership		Stock			Stock			Notes			Ownership		Ownership		Stock			Stock

Florida Partners Corporation		(1,2,4,5	)		1,270,294		133,314		2.0	%		1.9	%		(1,2,4,5	)		1,270,294		133,314		2.0	%		1.9	%
I.R.E. Properties, Inc.		(1,2,4,5	)		4,662,929		561,017		7.6	%		8.2	%		(1,2,4,5	)		4,662,929		561,017		7.6	%		8.2	%
Levan Enterprises, Ltd.		(1,2,4,5	)		1,299,130		146,865		2.1	%		2.1	%		(1,2,4,5	)		1,299,130		146,865		2.1	%		2.1	%
Alan B. Levan		(1,2,3,4,5,6,8	)		192,725		2,406,235		3.7	%		33.6	%		(1,2,3,4,5,6,8	)		267,725		2,406,235		3.8	%		33.6	%
John E. Abdo		(1,2,3,4,6	)		3,506,137		3,273,797		9.4	%		45.7	%		(1,2,3,4,6	)		3,581,137		3,273,797		9.5	%		45.7	%
Seth M. Wise		(2,3,7	)		25,047		0			*		0.0	%		(2,3,7	)		25,047		0			*		0.0	%
James Blosser		(3	)		16,636		0			*		0.0	%
D. Keith Cobb		(1,2,3	)		97,656		6,250			*			*		(1,2,3	)		97,656		6,250			*			*
Darwin Dornbush		(2,3	)		38,930		0			*		0.0	%		(2,3	)		38,930		0			*		0.0	%
Oscar Holzmann		(1,2,3	)		164,361		20,290			*			*		(1,2,3	)		164,361		20,290			*			*
Jarett S. Levan		(2,8	)		10,753		0			*		0.0	%		(2,8	)		10,753		0			*		0.0	%
Alan J. Levy		(2,3	)		44,600		0			*		0.0	%		(2,3	)		44,600		0			*		0.0	%
Joel Levy		(2,3	)		31,793		0			*		0.0	%		(2,3	)		31,793		0			*		0.0	%
William Nicholson		(2,3	)		36,293		0			*		0.0	%		(2,3	)		36,293		0			*		0.0	%
William Scherer		(2,3	)		136,600		0			*		0.0	%
Neil Sterling		(1,2,3	)		164,361		20,290			*			*		(1,2,3	)		164,361		20,290			*			*
Dr. Herbert A. Wertheim		(1,9	)		3,968,157		416,448		6.4	%		6.1	%		(1,9	)		3,968,157		416,448		6.4	%		6.1	%
Pennant Capital Management, L.L.C		(10	)		7,433,840		0		10.8	%		0.0	%		(10	)		7,433,850		0		10.9	%		0.0	%
Greek Investments, Inc.		(11	)		5,151,713		0		7.5	%		0.0	%		(11	)		4,211,090		0		6.2	%		0.0	%
SC Fundamental Value Fund L.P.		(12	)		3,928,108		0		5.7	%		0.0	%		(12	)		3,928,108		0		5.7	%		0.0	%
All directors and executive officers of the Company as of November 18, 2010 as a group (15 persons)		(1,2,3,4,5,6	)		11,709,590		6,578,205		24.2	%		87.4	%
All directors and executive officers of the Company as of April 11, 2011 as a group (13 persons)															(1,2,3,4,5,6	)		11,716,354		6,578,205		24.1	%		87.4	%


(1)		Class B Stock is convertible on ashare-for-share basis at any time at the beneficial owner’s discretion. However, see footnote 6 below regarding restrictions on Mr. Abdo’s right to convert his shares of Class B Stock into shares of Class A Stock. The number of shares of Class B Stock held by each beneficial owner is not separately included in the “Class A Stock Ownership” column, but is included for the purpose of calculating the percent of Class A Stock held by each beneficial owner.

(2)		Mailing address is 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

(3)		Includes shares that may be acquired within 60 days after ~~November 18, 2010~~April 11, 2011 pursuant to the exercise of stock options to purchase Class A Stock or Class B Stock as follows: Alan B. Levan — ~~113,170~~188,170 shares of Class A Stock and 304,329 shares of Class B Stock; John E. Abdo — ~~121,845~~196,845 shares of Class A Stock and 304,329 shares of Class B Stock; Seth M. Wise — 19,956 ~~shares of Class A Stock; James Blosser — 16,636~~ shares of Class A Stock; D. Keith Cobb — 6,250 shares of Class B Stock; Darwin Dornbush — 3,719 shares of Class A Stock; Oscar Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; Alan J. Levy — 2,394 shares of Class A Stock; Joel Levy — 9,921 shares of Class A Stock; William Nicholson — 16,339 shares of Class A Stock; ~~William Scherer — 4,769 shares of Class A Stock;~~ and Neil Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock. The group total also includes options held by Maria R. Scheker, the Company’s Chief Accounting Officer, to purchase ~~11,302~~21,302 shares of Class A Stock and 10,147 shares of Class B Stock.

(4)		The Company may be deemed to be controlled by Messrs. Alan Levan and Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of the Company’s Class A Stock and Class B Stock, including shares that may be acquired pursuant to the exercise of stock options (as set forth in footnote 3 above), representing approximately ~~71.6%~~72% of the total voting power of the Company.

(5)		I.R.E. Properties, Inc. is 100% owned by Levan Enterprises, Ltd., and Levan Enterprises, Ltd. may be deemed to be the controlling shareholder of Florida Partners Corporation. Levan Enterprises, Ltd. is a limited partnership whose sole general partner is Levan General Corp., a corporation 100% owned by Mr. Alan Levan. Therefore, Mr. Alan Levan may be deemed to be the beneficial owner of the shares of the Company’s Class A Stock and Class B Stock owned by each of such entities. In addition to Mr. Alan Levan’s personal holdings of the Company’s Class A Stock and Class B Stock, he may be deemed to be the beneficial owner of 11,440 shares of Class A Stock and 1,200 shares of Class B Stock held of record by his wife. Excluding shares of Class B Stock beneficially owned by Mr. Alan Levan (which are convertible at any time in his discretion on ashare-for-share basis into Class A Stock), Mr. Alan Levan may be deemed to beneficially own, in the aggregate, ~~7,425,078~~7,500,078 shares, or ~~10.8%~~approximately 11%, of the Company’s Class A Stock. He may also be deemed to beneficially own, in the aggregate, 3,247,431 shares, or ~~45.3%~~approximately 45%, of the Company’s Class B Stock. Collectively, these shares represent approximately ~~36.3%~~36% of the total voting power of the Company.

(6)		Messrs. Alan Levan and Abdo have agreed to vote their shares of Class B Stock in favor of the election of the other to the Company’s Board of Directors for so long as they are willing and able to serve as directors of the Company. Additionally, Mr. Abdo has agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of certain of his shares of Class B Stock into shares of Class A Stock.

(7)		Mr. Wise’s holdings of Class A Stock include 247 shares held in his spouse’s IRA which he may be deemed to beneficially own.

(8)		Mr. Jarett Levan is the son of Mr. Alan Levan.

(9)		Dr. Wertheim’s ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicates that Dr. Wertheim has no intention to manage or control, directly or indirectly, the Company. Dr. Wertheim’s mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.

(10)		Based on the ~~Form 4 filed with the SEC on July 26, 2010. Pennant Capital Management, L.L.C previously reported on a~~ Schedule 13G/A ~~which it~~ filed with the SEC on February ~~16, 2010, that it~~14, 2011, Pennant Capital Management, L.L.C and ~~certain of~~ its ~~affiliates~~affiliate, Alan Fournier, have shared voting and dispositive power over all such shares, and ~~that the~~another affiliate of Pennant Capital Management, L.L.C., Pennant Windward Master Fund, L.P., shares voting and


(11)		Based on the Schedule ~~13G/A~~13G filed with the SEC on February ~~17, 2010,~~15, 2011, Greek Investments, Inc. and ~~certain~~two of its affiliates, Jorge Constantino and Panayotis Constantino, have shared voting and dispositive power over all such shares. The mailing address of Greek Investments, Inc. is P.O. Box 10908, Caparra Heights Station, San Juan, Puerto Rico00922-0908. The mailing address of ~~its affiliates (Jorge Constantino~~each of Jorge and Panayotis ~~Constantino)~~Constantino is Zalokosta 14, Paleo Psihiko, Athens, 15452, Greece.

(12)		Based on the Schedule 13G/A filed with the SEC on February 12, 2010, ~~a group consisting~~SC Fundamental Value Fund L.P. has sole voting and dispositive power over 1,680,229 of such shares, each of Peter M. Collery and SC Fundamental LLC Employee Savings & Profit Sharing Plan has sole voting and dispositive power over 334,804 of such shares, certain of SC Fundamental Value Fund L.P. ~~and certain of its~~’s other affiliates have shared voting and dispositive power over some or all of the balance of such shares. The mailing address of SC Fundamental Value Fund, L.P. and each of ~~the other group members~~its applicable affiliates (other than SC Fundamental Value BVI, Ltd.) is 747 Third Avenue, ~~27th~~27^th Floor, New York, New York 10017. The mailing address of SC Fundamental Value BVI, Ltd. isc/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.


[ ]			FOR ALL NOMINEES
	~~1. The election of eight directors, each for a term expiring at the Company’s 2011 Annual Meeting of Shareholders.~~ ~~NOMINEES:~~ ~~Alan B. Levan~~ ~~Darwin Dornbush~~ ~~Jarett S. Levan~~ ~~Alan J. Levy~~ ~~Joel Levy~~ ~~William Nicholson~~ ~~Neil Sterling~~ ~~Seth Wise~~
[ ]		WITHHOLD AUTHORITY FOR ALL NOMINEES ~~[ ] WITHHOLD AUTHORITY~~ ~~FOR ALL NOMINEES~~ ~~[ ] FOR ALL EXCEPT~~ ~~(See instructions below)~~ ~~INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’s name(s) below.~~

~~2. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.~~ THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1. ~~PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.~~ ~~Please mark box if you plan to attend this meeting. [ ]~~ To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]
FOR ALL EXCEPT (See instructions below)


[ ]		FOR ALL NOMINEES

	~~1. The election of eight directors, each for a term expiring at the Company’s 2011 Annual Meeting of Shareholders.~~ ~~NOMINEES:~~ ~~Alan B. Levan~~ ~~Darwin Dornbush~~ ~~Jarett S. Levan~~ ~~Alan J. Levy~~ ~~Joel Levy~~ ~~William Nicholson~~ ~~Neil Sterling~~ ~~Seth Wise~~ [ ]		WITHHOLD AUTHORITY
		FOR ALL NOMINEES ~~[ ] WITHHOLD AUTHORITY~~ ~~FOR ALL NOMINEES~~ ~~[ ] FOR ALL EXCEPT~~ ~~(See instructions below)~~ ~~INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’s name(s) below.~~

~~2. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.~~ THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1. ~~PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.~~ ~~Please mark box if you plan to attend this meeting. [ ]~~ To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]		FOR ALL EXCEPT
		(See instructions below)