You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on May 17, 200516, 2006 at 10:00 a.m.,A.M. local time, at theThe Westin Cypress Creek,Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, FLFlorida 33334.

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. 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.

The Board of Directors of BFC Financial Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Westin Cypress Creek,Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, FLFlorida 33334 on May 17, 200516, 2006 at 10:00 a.m.A.M., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.

This Proxy Statement, Notice of Meeting and accompanying proxy card are being mailed to shareholders on or about April 19, 2005.17, 2006.

At our Annual Meeting, shareholders will act upon the matters outlined in the Notice of Meeting on the cover page of this Proxy Statement, including the election of directors and the approval of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan, as well as any other matters which may properly be brought before the Annual Meeting. Also, management will report on the Company’s performance during the last fiscal year and respond to appropriate questions from shareholders.

Record holders of the Company’s Class A Common Stock (“Class A Stock”) and record holders of the Company’s Class B Common Stock (“Class B Stock”) at the close of business on March 28, 200520, 2006 (the “Record Date”) may vote at the Annual Meeting.

On the Record Date, 23,862,84128,680,325 shares of Class A Stock and 4,284,4157,136,134 shares of Class B Stock were outstanding and, thus, are eligible to vote at the Annual Meeting.

Holders of Class A Stock and holders of Class B Stock will vote as one class on the matters to be voted upon at the Annual Meeting. Holders of Class A Stock are entitled to one vote per share, with all holders of Class A Stock having in the aggregate 22%22.0% of the general voting power. The number of votes represented by each share of Class B Stock, which represent in the aggregate 78%78.0% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of Class B Stock will be entitled to 19.747114.25 votes on each matter.

The presence at the Annual Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of the common stock outstanding on the Record Date will constitute a quorum, permitting the conduct of business at the Annual Meeting.

If your shares are registered directly in your name with American Stock Transfer & Trust Company, the Company’s stock transfer agent, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of these shares but not the shareholder of record, and your shares are held in “street name.”

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.

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

Yes. If you are a shareholder of record, you may vote your shares 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 only if you obtain a signed proxy from your broker or nominee giving you the right to vote the shares.

Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your vote by proxy or by giving instructions to your broker or nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

In the election of directors, you may vote for all nominees, or your vote may be withheld with respect to one or more nominees. The proposal related to the election of directors is described in this Proxy Statement beginning at page 7.

With respect to the proposal to approve the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan, you may vote for the proposal, against the proposal or abstain from voting on the proposal. This proposal is described in this Proxy Statement beginning aton page 22.

The Board of Directors recommends a voteFORall of the nominees for director andFORthe approval of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan.

If you do not specify on your proxy card how you want to vote your shares, we will vote themFORall of the nominees for director andFORthe approval of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan. 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.

Yes. You can revoke your proxy at any time before it is exercised in any of three ways:

For the election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting is required. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

For the approval of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan, the affirmative vote of the holders of a majority of the votes cast on the proposal will be required for approval. Since abstentions are treated for these purposes as votes cast on the proposal, abstentionsan abstention will effectively count as votesa vote against the adoption of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan.

If you hold your shares in “street name” through a broker or other nominee, and you have not provided voting instructions to your broker or nominee, then whether your broker or nominee may vote your shares in its discretion depends on the proposals before the Annual Meeting. Under the rules of The Nasdaq Stock Market (“Nasdaq”), your broker or nominee may vote your shares in its discretion on “routine matters.” The election of directors is a routine matter on which your broker or nominee will be permitted to vote your shares if no instructions are furnished. The Nasdaq rules however, do not permit your broker or nominee to vote your shares in its discretion on proposals that are “non-routine.” The approval of the Company’s 2005 Stock2006 Performance-Based Annual Incentive Plan is a non-routine matter. Accordingly, if your broker has not received your voting instructions with respect to thatthis proposal, your broker cannot vote your shares on thatsuch proposal. This is called a “broker non-vote.” However, because shares that constitute broker non-votes (which include shares as to which brokers withhold authority) will not be considered entitled to vote on such matter,matters, broker non-votes will have no effect on the outcome of either of the proposal.proposals.

Pursuant to the Company’s bylaws and the Florida Business Corporation Act, the Company’s business and affairs are managed under the direction of the Board of Directors. Directors are kept informed of the Company’s business through discussions with management, including the Chief Executive Officer and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board’s Nominating/ Corporate Governance Committeefull Board undertook a review of theeach director’s independence on February 14, 2005, and the full Board reviewed the committee’s determinations regarding independence and the facts underlying those determinations on March 7, 2005.13, 2006. During these reviews, the Nominating/ Corporate Governance Committee andthis review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates, including those reported below under“Certain Relationships and Related Transactions.”They also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of these reviewsthis review was to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent under applicable laws and regulations and Nasdaq listing standards. As permitted by Nasdaq listing standards, the Board has determined that the following categories of relationships will not constitute material relationships that impair a director’s independence: (i) banking relationships with BankAtlantic in the ordinary course of BankAtlantic’s business, (ii) serving on third party boards of directors with other members of the Board, (iii) payments or charitable gifts by the Company to entities with which a director is an executive officer or employee where such payments or gifts do not exceed the greater of $1 million or 2% of such company’s or charity’s consolidated gross revenues, and (iv) investments by directors in common with each other or the Company, its affiliates or executive officers. As a result of its review of the relationships of each of the members of the Board, and considering these categorical standards, and in accordance with the recommendations of the Nominating/ Corporate Governance Committee, the Board has affirmatively determined that a majority of the Company’s Board members, including D. Keith Cobb, Oscar Holzmann, Earl Pertnoy and

The Company’s Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these three committees and Corporate Governance Guidelines that address themake-up and functioning of the Board. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of our website atwww.bfcfinancial.com and each is available in print, without charge, to any shareholder.

The Board met 10thirteen times and executed 1three unanimous written consents in lieu of a meeting during 2004.2005. Each of the members of the Board of Directors attended at least 75% of the meetings of the Board and Committees

The Audit Committee consists of Oscar Holzmann, Chairman, D. Keith Cobb, Earl Pertnoy and Neil Sterling. The Board has determined that all members of the Audit Committee are “financially literate” and “independent” within the meaning of the listing standards of Nasdaq and applicable Securities and Exchange Commission (“SEC”) regulations. Mr. Holzmann, the chair of this Committee, and D. Keith Cobb are both qualified as audit committee financial experts within the meaning of SEC regulations and the Board has determined that each of them has finance and accounting expertise which results in their “financial sophistication” within the meaning of the listing standards of Nasdaq. The Audit Committee met seveneight times during the 20042005 fiscal year and its members also held various informal conference calls and meetings as a committee. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor. Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, performance and independence of the Company’s independent auditor, and (iv) the performance of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from and meets with the Company’s internal audit group, management and the Company’s independent auditors. The Committee receives information concerning internal controls over financial reporting and any deficiencies in such controls, and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from the Audit Committee is included at page 19.20.

The Compensation Committee consists of Earl Pertnoy, Chairman, D. Keith Cobb, Oscar Holzmann and Neil Sterling. All of the members of the Committee are “independent” within the meaning of the listing standards of Nasdaq. In addition, each committee member is a “Non-Employee Director” as defined inRule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee met threefive times during 2004.2005. The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers. It reviews and determines the compensation of the Chief Executive Officer and determines or makes recommendations with respect to the compensation of the Company’s other executive officers. It also assists the Board in the administration ofadministers the Company’s equity-based compensation plans.plans and if approved at the meeting, it will administer the 2006 Performance-Based Annual Incentive Plan. A report from the Compensation Committee is included at page 17.

Generally, the Committee will identify director candidates through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Committee considers appropriate. In assessing potential new directors, the Committee will seek individuals from diverse professional backgrounds who provide a broad range of experience and expertise. Board candidates should have a reputation for honesty and integrity, strength of character, mature

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 our bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. For our 20062007 Annual Meeting, we must receive this notice between January 1716 and February 16, 2006.17, 2007.

In accordance with applicable Nasdaq rules, the non-management directors of the Company met oncetwo times in executive session of the Board in which management directors and other members of management did not participate. Earl Pertnoy was selected to be the presiding director for this session.these sessions. The non-management directors have scheduled regular meetings in January and June of each year, and may schedule additional meetings without management present as they determine to be necessary.

The Company’s Compensation Committee recommends director compensation to the Board based on factors it considers appropriate and based on the recommendations of management. Non-employeeIn 2005, non-employee directors of the Company each received ana pro rated annual retainer fee of $30,000 for the six month period ending June 30, 2005. On July 11, 2005, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved a non-employee director compensation plan which provides that for the period July 1, 2005 through June 30, 2006, each non-employee director will receive $100,000 for service on the Board of Directors, payable in 2004 withcash, restricted stock or non-qualified stock options, in such combinations as the directors may elect, provided that no more than $50,000 may be payable in cash. The restricted stock and stock options are granted in Class A Common Stock under the Company’s 2005 Stock Incentive Plan. Restricted stock vests monthly over the12-month service period and stock options are fully vested on the date of grant, have a ten-year term and have an exercise price equal to the closing market price of the Class A Common Stock on the date of grant. The number of stock options and restricted stock granted is determined by the Company based on assumptions and formulas typically used to value these types of securities. Based on their elections, directors will receive for their services during the annual period commencing July 1, 2005 an aggregate of $200,000 in cash, 22,524 shares of restricted Class A Common Stock and no stock options pursuant to this plan. No director receives additional compensation for attendance at Board of Directors’ meetings. Except for the Chairmanmeetings or meetings of committees on which he serves except as follows. In 2005, members of the Audit Committee, whoother than its Chairman, received an additional $15,000 during 2004 for his service on that committee, the other membersannual cash amount of $10,000. The Chairman of the Audit Committee received an additional $10,000annual cash amount of $15,000 during 2004 for their service on that committee. On2005. Effective July 28, 2004, all non-employee directors then serving received options to acquire 6,250 shares1, 2005, the Chairman of the Company’s Class B Stock underNominating/Corporate Governance and Compensation Committees each were entitled to receive $3,500, which was prorated for the BFC Financial Corporation Stock Option Plan, as amended (the “Option Plan”) at an exercise price of $8.40 per share. The number of options granted and the exercise price per share have been adjusted in accordance with the Option Plan to reflect the stock-split paid on March 7,six-month period July 1, 2005 through December 31, 2005. All such options vested and became exercisable immediately upon grant. Directors who are also officers of the Company or its subsidiaries do not receive additional compensation for their service as directors or for attendance at Board of Directors’ meetings or committee meetings.

On February 6, 2001, Alan B. Levan, Chairman, President and Chief Executive Officer of the Company and John E. Abdo, Vice Chairman of the Company, each borrowed $500,000 from the Company on a recourse basis and Glen R. Gilbert, Executive Vice President, and Earl Pertnoy, a director of the Company, each borrowed $50,000 on a non-recourse basis to make investments in a technology company sponsored by the Company. On July 16, 2002, John E. Abdo borrowed an additional $3.0 million from the Company on a recourse basis. All borrowings bear interest at the prime rate plus 1%, which interest is, except for interest on the Abdo borrowing, payable annually. The entire principal balance under the borrowings, except for the Abdo borrowing, iswas due and paid in full in

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 Corporate Secretary, BFC Financial Corporation, 1750 East Sunrise Boulevard,2100 West Cypress Creek Road, Fort Lauderdale, Florida 33304. The33309. If the person submitting the letter is a shareholder of the Company, the letter should include a statement indicating that the sender is a shareholder of the Company.such. Depending on the subject matter, the Company will:

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

The Company has a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, including its principal executive officer, principal financial officer and principal accounting officer. The Company will post amendments to or waivers from its Code of Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website. There were no such waivers from the Company’s Code of Ethics subsequent to its adoption in 2004.during 2005. The Company made ministerial amendments to its Code of Business Conduct and Ethics on February 14, 2005. The amended Code of Business Conduct and Ethics has been posted on the Company’s website.

The Board of Directors has designated directors D. Keith Cobb, Oscar Holzmann, Earl Pertnoy and Neil Sterling, none of whom are employees of the Company or any of its subsidiaries, to serve on the Compensation Committee. Messrs. Levan and Abdo also received compensation from Levitt Corporation (“Levitt”) and BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and received stock option grants from Bluegreen Corporation (a company 31% owned by Levitt) (“Bluegreen”). Mr. Cobb also serves on the Board of Directors of BankAtlantic Bancorp and receives compensation from BankAtlantic Bancorp for his service on the Board and its committees including the Audit Committee and the Nominating/Corporate Governance Committee.

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 during the year ended December 31, 2004,2005, 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 except for one Form 4basis.

The Company’s Board of Directors currently consists of six directors divided into three classes, each of which has a three-year term, expiring in annual succession. The Company’s bylaws provide that the Board of Directors shall consist of no less than three nor more than twelve directors. The specific number of directors is set from time to time by resolution of the Board.

A total of two directors will be elected at the Annual Meeting, eachboth of whom will be elected for the term expiring in 2008.2009. Each of the nominees was recommended for re-election by the Nominating/Corporate Governance Committee and has consented to serve for the term indicated. If anyeither of them 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, the nominees and directors listed below have had no change in principal occupation or employment during the past five years.

Mr. Pertnoy, age 78,79, is a real estate investor and developer. He has been a director of the Company and its predecessor companies since 1978.

Mr. Levan, age 60,61, formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been the Chairman of the Board, President and Chief Executive Officer of the Company or its predecessors. He is Chairman of the Board and President of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc. and Florida Partners Corporation. He has been Chairman of the Board, President and Chief Executive Officer of BankAtlantic Bancorp since 1994, and President and Chairman of the Board of BankAtlantic since 1987. He is Chairman of the Board and Chief Executive Officer of Levitt and Chairman of the Board of Bluegreen.

Mr. Sterling, age 53,54, has been the principal of The Sterling Resources Group, a business development-consulting firm in Fort Lauderdale, Florida, since 1998.

The following individuals are executive officers of the Company:

All 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 or director nominees:

Phil J. Bakes, age 59, 60,joined the Company as an Executive Vice President in January 2004. He was named Managing Director on October 4, 2004. Before joining the Company, he served as Chairman, Co-Founder and Chief Executive Officer of FAR&WIDE Travel Corp. from 1999 to 2003. In September 2003, FAR&WIDE Travel Corp. liquidated under Chapter 11 of the U.S. Bankruptcy Act. Prior to founding FAR&WIDE Travel Corp., Mr. Bakes served as President and Chief Executive Officer of an advisory and merchant banking firm as well as serving as an airline executive.

Glen R. Gilbert, age 60,61, has been Executive Vice President of the Company since July 1997. In May 1987, he was appointed Chief Financial and Accounting Officer and, in October 1988, was appointed Secretary. He joined the Company in November 1980 as Vice President and Chief Accountant. He has been a certified public accountant since 1970. He also serves as an officer of Florida Partners Corporation. He has served as Secretary ofheld various positions at Levitt, since 1997. He served asincluding Executive Vice President and Chief Financial Officer of Levitt from 1997 through August 2004. He was appointed2004 and until December 2005, Mr. Gilbert served as Secretary and Senior Executive President of Levitt in August 2004.Levitt. Mr. Gilbert no longer holds a position at Levitt.

During 2004,2005, BankAtlantic Bancorp and BankAtlantic received fees from the Company and Levitt in connection with certain general and administrative services performance for these companies. BankAtlantic Bancorp providesprovided the Company and Levitt with various back-office services, including, human resources, risk management, project planning, systems support and investor and public relations. The Company compensates compensated

The following table sets forth fees paid by the Company, Levitt and LevittBluegreen to BankAtlantic Bancorp for the year ended December 31, 20042005 (in thousands):

In 2005, a subsidiary of BFC received $127,000 in consulting fees for assisting a subsidiary of Levitt in obtaining financing of certain properties. Also during 2005, Levitt paid to the CompanyBluegreen approximately $81,000 for general and administrative services providedprovided.

Prior to its related parties for the year ended December 31, 2004 (in thousands):

During 1999 and 2000, the Company (without consideration of BankAtlantic Bancorp) acquired interests in unaffiliated technology entities. During 2000 and 2001, the Company’s interests in the technology entities were transferred at the Company’s cost to specified asset limited partnerships. Subsidiaries of the Company are the controlling general partners of these venture partnerships, and therefore, they are consolidated in the Company’s financial statements. The general partners are limited liability companies of which the members are: BFC Financial Corporation — 57.5%57.50%; John E. Abdo — 13.75%; Alan B. Levan — 9.25%; Glen R. Gilbert — 2.0%2.00%; and John E. Abdo, Jr. — 17.5%17.50%. At December 31, 2004,2005, the Company’s net investment in these partnerships was $971,000.$950,000. See also the information concerning director and management indebtedness set forth in the section titled“Director and Management Indebtedness”on page 6.5.

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

Florida Partners Corporation owns 133,314 shares of the Company’s Class B Stock and 1,270,2941,270,924 shares of the Company’s Class A Stock. Mr. Levan may be deemed to beneficially be the principal shareholder and is a member of the Board of Florida Partners Corporation. Mr. Gilbert, Executive Vice President, Chief Financial and Accounting Officer and Secretary of the Company holds similar positions at Florida Partners Corporation.

Included in the Company’s other assets at December 31, 20042005 were approximately $101,000$131,000 due from affiliates.

Jarett Levan, the son of Alan B. Levan, Chairman of the Board and Chief Executive Officer, is employed by BankAtlantic as Executive Vice President and Chief Marketing Officer.President. He was paid approximately $237,000$357,500 for his services to BankAtlantic Bancorp during 2004.2005. Mr. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving approximately $54,000$57,500 during 2004.2005.

The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2004,2005, the Foundation made donations aggregating $438,000,$516,585, including $25,000 to the Broward Community College Foundation (as the secondthird installment of a four-year4-year commitment of $100,000 to the Will and Jo Holcombe Institute for Teaching and Learning), $15,000 to the Florida Grand Opera, $7,500 to the Leadership Broward Foundation, $10,000 to Nova Southeastern University (including $5,000 as the secondthird installment of a five-year5-year commitment of $25,000 to the Wayne HuizengaHuizinga School of BusinessBusiness; and $5,000 to Nova Southeastern University Libraries), $500 to ArtServe, $3,500 to the Broward Performing Arts Foundation and $10,000 to the Museum of Art of Ft. Lauderdale. In additionFort Lauderdale (as the second installment of a3-year $30,000 commitment) and $5,000 to the contributions made by the BankAtlantic Foundation, BankAtlantic made certain direct contributions to various non-profit organizations.West Broward Family YMCA. In 2004,2005, BankAtlantic made donations of $2,500 to the Urban LeagueWest Broward Family YMCA, $25,290 to United Way of Broward County, $5,000$5,200 to Nova Southeastern University, $6,000 to ArtServe, $6,060 to Museum of Art of Fort Lauderdale, $2,000 to Broward Community College Foundation, and $900$850 to the Leadership Broward Foundation. Mr.Alan B. Levan sits on the BoardsBoard of the Broward Community College Foundation, the Florida Grand Opera and Nova Southeastern University.University, Jarett Levan sits on the Boards of the Leadership Broward Foundation, and ArtServe and the Board of Governors of the Museum of Art of Ft. Lauderdale. John E. Abdo is PresidentFort Lauderdale, and D. Keith Cobb sits on the Boards of theNova Southeastern University and United Way of Broward Performing Arts Foundation.County.

The following table sets forth information with respect to the annual compensation paid or accrued by the Company, BankAtlantic Bancorp, BankAtlantic and Levitt, for services rendered in all capacities during the three years ended December 31, 20042005 to each of the executive officers of the Company.

Each of the executive officers named in the Summary Compensation Table, above, was eligible for a bonus which is determined based upon the achievement of individual and corporate goals. These goals are established each year for each such officer, and the Compensation Committee reviews the performance of each officer against such goals each year. The amounts set forth under “Bonus” in the Summary Compensation Table, above, include the amount earned by each officer named in the table under this bonus program with respect to 2004.2005. If the BFC Financial Corporation 2006 Performance-Based Annual Incentive Plan is approved by the shareholders, commencing in 2006 our executive officers will be eligible for awards under that plan.

The following table sets forth information concerning individual grants of stock options to the named executives in the Summary Compensation Table pursuant to the Company’s stock option plans during the fiscal year ended December 31, 2004.2005. The Company has not granted and does not currently grant stock appreciation rights.