
~~(3)~~		The table below sets forth the aggregate number of stock options ~~and~~held as by each of the ~~aggregate number~~above-named directors as of December 31, 2009. None of the above-named directors held any shares of restricted stock ~~held~~ as of December 31, ~~2008 by each non-employee director of the Company during the year ended December 31, 2008:~~2009.

Name
Restricted Stock(a) Stock Options(b)

D. Keith Cobb 25,100 6,250
Oscar Holzmann — 171,513
Neil Sterling — 171,513
Earl Pertnoy 25,100 34,330 (c)


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)


(a)		~~All restricted stock awards are in~~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 orand Class B Stock as follows: ~~D. Keith Cobb — 6,250 shares of Class B Stock; Oscar~~Mr. Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; ~~Neil~~and Mr. Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B ~~Stock; and Earl Pertnoy — 34,330 shares of Class B~~ Stock.

~~(c)~~(d)		Represents options held by Pertnoy Parent Limited ~~Partnership.~~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.

~~2) PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION~~

~~Description of the Amendment~~

The proposed amendment (referred to within this section as the “Amendment”), if approved, would amend Articles IV and V of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Class A Stock from 70,000,000 shares to 100,000,000 shares. The Amendment has no impact on the relative rights, powers and limitations of the Class A Stock and Class B Stock or on the number of authorized shares of Class B Stock. Neither holders of Class A Stock or Class B Stock have preemptive rights to acquire or subscribe for any of the additional shares of Class A Stock authorized by the Amendment. The form of the Amendment is attached to this Proxy Statement as Appendix A.

~~Reasons for the Amendment~~

The Company’s Amended and Restated Articles of Incorporation presently authorize the issuance of a total of 70,000,000 shares of Class A Stock and 20,000,000 shares of Class B Stock. As of April 2, 2009, the Company had issued and outstanding 38,254,389 shares of Class A Stock. In addition, as of April 2, 2009, the Company had issued and outstanding 6,875,104 shares of Class B Stock, each of which is convertible at any time on a share-for-share basis into Class A Stock, subject to certain limited exceptions with respect to the shares of Class B Stock held by Mr. Abdo, and an aggregate of 1,797,960 shares of Class A Stock were reserved for issuance upon the exercise of outstanding stock options.

The Board of Directors approved the Amendment in order to give the Company the flexibility to consider potential future actions which involve the issuance of shares of Class A Stock, including public or private stock offerings, acquisitions, stock-based compensation, stock dividends or distributions or other corporate purposes which may be identified in the future by the Board of Directors.

Although the Company has and will continue to evaluate the advisability of stock offerings and other future actions involving the issuance of the Company’s securities in the future, the Company currently has no agreements with respect to the issuance of any shares of Class A Stock or Class B Stock. Subject to certain limited exceptions, shareholder approval will not be required prior to the issuance of shares of Class A Stock and, unless shareholder approval is required by applicable law, rule or regulation, the Company does not anticipate seeking the approval of its shareholders in connection with any such future issuances.

~~Possible Anti-Takeover Effects of the Amendment~~

The increase in the number of authorized shares of Class A Stock contemplated by the Amendment is not intended to have an anti-takeover effect. However, the issuance of shares of Class A Stock, which, as described above, has relatively less voting power than the Company’s Class B Stock, whether in connection with a public offering, an acquisition or a stock dividend, could have the effect of enabling existing management and shareholders, including Messrs. Levan and Abdo and entities controlled by them, to retain substantially their current relative voting power without the dilution which would be experienced if additional shares of Class B Stock were issued. Future issuances of Class A Stock would have the effect of diluting the voting rights of existing holders of such stock and could have the effect of diluting earnings per share and book value per share of all existing shareholders. Further, in the event that a stock dividend payable in shares of Class A Stock was declared on the Company’s Class B Stock, the recipient could dispose of shares of Class A Stock without significantly affecting its voting power. The Amendment will allow the existing holders of Class B Stock, including Messrs. Levan and Abdo and entities controlled by them, to continue to exercise voting control over the Company even if the Company were to raise additional capital through the issuance of shares of Class A Stock and, as described above, the Amendment will result in the authorization of additional shares of Class A Stock which may be issued without shareholder approval. As a consequence, the Amendment may further limit the circumstances in which a sale or transfer of control of the Company could be consummated which was not acceptable to management, including Messrs. Levan or Abdo. However, it should be noted that a sale, contested merger, assumption of control by an outside principal shareholder or the removal of incumbent directors would at the present time be impossible without the concurrence of Messrs. Levan and Abdo, given their collective ownership position in the Company.

The Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws also presently contain other provisions which could have anti-takeover effects. These provisions include, without limitation: (i) the higher relative voting power of the Class B Stock as compared to the Class A Stock; (ii) the division of the Board of Directors into three classes of directors with three-year staggered terms; (iii) the authority of the Board of Directors to issue additional shares of preferred stock, and to fix the relative rights and preferences of the preferred stock, without additional shareholder approval; and (iv) certain notice procedures to be complied with by shareholders in order to make shareholder proposals or nominate directors.

The Company is also subject to the Florida Business Corporation Act, including provisions related to “control share acquisitions” and “affiliated transactions.” The control share acquisition statute generally provides that shares acquired within specified voting ranges (shares representing in excess of 20%, 33% and 50% of the Company’s outstanding voting power) will not possess voting rights unless the acquisition of the shares is approved by the Company’s Board of Directors before acquisition of the shares or the voting rights associated with the shares are approved by a majority vote of the Company’s disinterested shareholders following the acquisition of the shares. Subject to exceptions for certain transactions based on pricing or approval by a majority of disinterested directors, the affiliated transaction statute generally requires the approval of the holders of shares representing 662/3% of the Company’s outstanding voting power, other than the shares owned by an interested shareholder, to effectuate certain transactions involving the Company and an interested shareholder or an affiliate of an interested shareholder, including, among others, a merger, sale of assets or issuance of shares.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION.~~

~~3) PROPOSAL TO AMEND THE COMPANY’S 2005 STOCK INCENTIVE PLAN~~

~~Background~~

In 2005, the Company’s Board of Directors and the Company’s shareholders approved the Company’s 2005 Stock Incentive Plan (referred to within this section as the “Plan”), which provides for the issuance of awards of restricted Class A Stock and for the grant of options to purchase shares of Class A Stock. The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility at the Company, to provide additional long term incentives to employees of the Company and its subsidiaries as well as to other individuals who perform services for the Company and its subsidiaries, and to promote the success and profitability

of the Company’s business. The Plan currently limits the total number of shares of Class A Stock available for grant under the Plan to 3,000,000 shares. The Plan also currently limits the number of shares of restricted stock and the number of shares underlying stock options which may be granted during any calendar year to “covered employees” (as defined in Section 162(m) of the Code) of the Company to 300,000 shares and 1,500,000 shares, respectively, and provides that no person shall be granted options under the Plan in any calendar year covering, in the aggregate, more than 100,000 shares. As of April 2, 2009, 2,015,804 shares of Class A Stock remained available for grant under the Plan.

~~Description of Proposed Amendment~~

In light of, among other factors, the current economic environment and the trading price of the Company’s Class A Stock, the Board of Directors has determined that the current number of shares available for grant under the Plan, both in the aggregate and to eligible individuals during any calendar year, does not afford the flexibility needed to provide competitive equity-based incentive compensation opportunities to employees of the Company. The Board of Directors believes that the ability to grant equity-based incentive compensation awards promotes the retention and recruiting of key employees and enhances the relationship between employee performance and the creation of shareholder value. Therefore, and based upon the recommendation of the Compensation Committee, the Board of Directors has approved an amendment to the Plan (referred to within this section as the “Plan Amendment”) which would increase the aggregate number of shares available for grant under the Plan to 6,000,000 shares as well as increase the number of shares of restricted stock and the number of shares underlying stock options which may be granted during any calendar year to covered employees of the Company and the number of shares underlying options which may be granted to any person under the Plan during any calendar year to the full amount of shares available for grant under the Plan. As a result of the Plan Amendment, the committee responsible for administering the Plan will also have the discretion to substitute new awards for previously granted awards which have less favorable terms, including the discretion to re-price stock options, or substitute new stock options for previously granted stock options which have higher exercise prices.

The Plan also sets forth a list of performance goals which must be attained as a condition of an award recipient’s retention of shares underlying performance-based restricted stock awards and provides that no performance-based restricted stock awards may be granted after March 7, 2010 unless such performance goals are re-approved by the Company’s shareholders. Shareholder approval of the Plan Amendment will constitute shareholder re-approval of the performance goals under the Plan such that, for the remaining term of the Plan, performance-based restricted stock awards may be granted without any further shareholder approval. See “Performance-Based Restricted Stock Awards” below as well as Section 8.3 of the Plan attached to this Proxy Statement as Appendix B for a discussion of the performance goals under the Plan.

~~Description of the Plan~~

Other than as described above, the terms and conditions of the Plan, which were approved by the Company’s shareholders at the Company’s 2005 annual meeting of shareholders, will remain unchanged and are summarized below.

~~Types of Awards.~~ ~~The Plan allows the Company to grant stock options (both incentive stock options and non-qualified stock options) and restricted stock.~~

~~Administration.~~ The Plan is administered by an administrative committee which may consist of not less than two members of the Board of Directors. The administrative committee has broad discretionary powers. The Board of Directors may exercise any power or discretion conferred on the administrative committee. The Compensation Committee currently serves as the administrative committee for the Plan.

~~Stock Subject to the Stock Incentive Plan.~~ The Company will at all times reserve and keep available such number of shares as may be required to meet the needs of the Plan. Any shares subject to stock awards or option grants under the Plan which expire or are terminated, forfeited or canceled without having been exercised or vested in full are available for further grant under the Plan.

~~Eligibility.~~ The administrative committee selects the people who will receive stock option grants and restricted stock awards under the Plan. Any employee or director of the Company or of any of the Company’s subsidiaries, and any independent contractor or agent of the Company, may be selected to receive restricted stock awards and stock option grants. As of April 2, 2009, five directors and approximately 36 employees of the Company were eligible to be selected to receive stock options and restricted stock awards under the Plan.

~~Restricted Stock Awards.~~ The administrative committee may, in its discretion, grant awards of restricted stock to eligible individuals under the Plan. The administrative committee determines at the time of the grant whether the award is a performance-based restricted stock award, the number of shares of Class A Stock subject to the award, the vesting schedule applicable to the award and may, in its discretion, establish other terms and conditions applicable to the award.

Unless the administrative committee determines otherwise with respect to any restricted stock award, before the shares subject to a restricted stock award are vested and transferred to the award recipient, the administrative committee exercises all voting and tender rights relating to such shares in its discretion and holds and accumulates any dividends or distributions on such shares for distribution at the same time and terms as the shares. However, the administrative committee may authorize the immediate distribution of the restricted shares to the award recipient in the form of a stock certificate bearing a legend containing the applicable vesting restrictions or the immediate distribution of dividends paid on the underlying shares.

~~Vesting.~~ All restricted stock awards are subject to a vesting schedule specified by the administrative committee at the time the award is made. If the administrative committee does not specify a vesting schedule, the award vests on the first anniversary of the grant date. In the event of death or termination due to disability before the vesting date, unvested awards that would have vested within six months after death or termination for disability are deemed vested. All other awards that are unvested at termination of employment are forfeited, with the award recipient receiving a refund equal to the lesser of the fair market value of the unvested shares at termination of employment or the amount (if any) paid when the award was made.

~~Performance-Based Restricted Stock Awards.~~ At the time of grant, the administrative committee may designate a restricted stock award as a performance-based restricted stock award. If it does so, the administrative committee establishes, in addition to or in lieu of service-based vesting requirements, one or more performance goals, which must be attained as a condition of retention of the shares. The performance goal(s) are based on one or more of the following:


	•	~~earnings per share;~~

	•	~~net income;~~

	•	~~EBITDA;~~

	•	~~return on equity;~~

	•	~~return on assets;~~

	•	~~core earnings;~~

	•	~~stock price;~~

	•	strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals, goals relating to acquisitions or divestitures, revenue targets or business development goals; and

	•	~~except in the case of a “covered employee” under Section 162(m) of the Code, any other performance criteria established by the administrative committee.~~

Performance goals may be established on the basis of reported earnings or cash earnings, and consolidated results or results of individual business units and may, in the discretion of the administrative committee, include or exclude extraordinary items~~and/or~~ ~~the results of discontinued operations. Each performance goal may be expressed on an absoluteand/or~~ ~~relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company (or individual business units)and/or~~ ~~the past or current performance of other~~

~~companies. Attainment of the performance goals will be measured over a performance measurement period specified by the administrative committee when the award is made.~~

The administrative committee determines in its discretion whether the award recipient has attained the performance goals. If the administrative committee determines that the award recipient attained the performance goals, the administrative committee certifies that fact in writing. If the performance goals are not satisfied during the performance measurement period, the relevant awards are forfeited. If the performance goals and any service-based vesting schedule are satisfied, the award is distributed (or any vesting-related legend removed from any stock certificates previously delivered to the award recipient).

~~Terms and Conditions of Stock Option Grants.~~ The administrative committee sets the terms and conditions of the stock options that it grants. The administrative committee may not grant a stock option with a term of greater than 10 years or with a purchase price that is less than the fair market value of a share of Class A Stock on the date it grants the stock option.

The administrative committee may grant incentive stock options that qualify for special federal income tax treatment or non-qualified stock options that do not qualify for special federal income tax treatment. Incentive stock options are subject to certain additional restrictions under the Code and the Plan. Unless otherwise designated by the administrative committee, options granted are exercisable for a period of ten years after the date of grant (or for a shorter period ending three months after the option holder’s termination of employment due to disability, one year after termination of employment due to death, or immediately upon termination for any other reason). The exercise period may be further extended for limited periods in the administrative committee’s discretion.

Upon the exercise of an option, the exercise price of the option must be paid in full. Payment may be made in cash, Class A Stock already owned by the option holder, or in such other consideration as the administrative committee authorizes. Options may be transferred prior to exercise only to certain family members, trusts or other entities owned by the option holder~~and/or~~ ~~such family members, to charitable organizations or upon death of the option holder.~~

~~Mergers and Reorganizations.~~ The number of shares available under the Plan, the maximum limits on option grants and restricted stock awards to persons or groups of persons individually and in the aggregate, any outstanding awards and the number of shares subject to outstanding options may be adjusted to reflect any merger, consolidation or business reorganization in which the Company is the surviving entity, and to reflect any stock split, stock dividend, spin-off or other event where the administrative committee determines an adjustment is appropriate in order to prevent the enlargement or dilution of an award recipient’s rights. If a merger, consolidation or other business reorganization occurs and the Company is not the surviving entity, any outstanding options, at the discretion of the administrative committee or the Board of Directors, may be canceled and payment made to the option holder in an amount equal to the value of the canceled options or modified to provide for alternative, nearly equivalent securities. Any outstanding restricted stock award shall be adjusted by allocating to the award recipient any money, stock, securities or other property received by the other shareholders of record, and such money, stock, securities or other property shall be subject to the same terms and conditions of the restricted stock award that applied to the shares for which it has been exchanged.

~~Termination or Amendment.~~ The Board of Directors has the authority to suspend or terminate the Plan in whole or in part at any time by giving written notice to the administrative committee. The Board of Directors also has the authority to amend or revise the plan in whole or part at any time, subject to shareholder approval of such revision or amendment if shareholder approval is required by applicable law, rule or regulation. No amendment or termination may affect any option or restricted stock award granted prior to the amendment or termination without the recipient’s consent, unless the administrative committee finds that such amendment or termination is in the best interests of the award recipient or the Company’s shareholders.

~~Term of Plan.~~ ~~Unless terminated sooner, the Plan will expire on March 7, 2015.~~

~~Federal Income Tax Consequences~~

The following discussion is intended to be a summary and is not a comprehensive description of the federal tax laws, regulations and policies affecting the Company and recipients of restricted stock awards or stock options that

may be granted under the Plan. Any descriptions of the provisions of any law, regulation or policy are qualified in their entirety by reference to the particular law, regulation or policy. Any change in applicable law or regulation or in the policies of various taxing authorities may have a significant effect on this summary. The Plan is not a qualified plan under Section 401(a) of the Code.

~~Restricted Stock Awards.~~ Stock awards granted under the Plan do not result in federal income tax consequences to either the Company or the award recipient. Once the award is vested and the shares subject to the award are distributed, the award recipient is generally required to include in ordinary income, for the taxable year in which the vesting date occurs, an amount equal to the fair market value of the shares on the vesting date. The Company is generally allowed to claim a deduction, for compensation expense, in a like amount. If dividends are paid on unvested shares held under the Plan, such dividend amounts are also included in the ordinary income of the recipient. The Company is generally allowed to claim a deduction for compensation expense for this amount as well.

In certain cases, a recipient of a restricted stock award that is not a performance-based restricted stock award may elect to include the value of the shares subject to a restricted stock award in income for federal income tax purposes when the award is made instead of when it vests.

~~Stock Options.~~ Incentive stock options do not create federal income tax consequences when they are granted. If incentive stock options are exercised during employment or within three months after termination of employment (one year for termination due to death or disability), the exercise does not create federal income tax consequences. When the shares acquired on exercise of an incentive stock option are sold, the seller must pay federal income taxes on the amount by which the sales price exceeds the purchase price. This amount will be taxed at capital gains rates if the sale occurs at least two years after the option was granted and at least one year after the option was exercised. Otherwise, it is taxed as ordinary income.

Incentive stock options that are exercised more than one year after termination of employment due to death or disability, or three months after termination of employment for other reasons, are treated as non-qualified stock options. Non-qualified stock options do not create federal income tax consequences when they are granted. When non-qualified stock options are exercised, federal income taxes at ordinary income tax rates must be paid on the amount by which the fair market value of the shares acquired by exercising the option exceeds the exercise price. When an option holder sells shares acquired by exercising a non-qualified stock option, he or she must pay federal income taxes on the amount by which the sales price exceeds the purchase price plus the amount included in ordinary income at option exercise. This amount will be taxed at capital gains rates, which will vary depending upon the time that has elapsed since the exercise of the option.

When a non-qualified stock option is exercised, the Company may be allowed a federal income tax deduction for the same amount that the option holder includes in his or her ordinary income. When an incentive stock option is exercised, the Company is not allowed to claim a deduction unless the shares acquired are resold sooner than two years after the option was granted or one year after the option was exercised.

~~Deduction Limits.~~ The Code places an annual limit of $1 million each on the tax deduction that the Company may claim in any fiscal year for the compensation of its chief executive officer and any other executive officers named in the summary compensation table for that fiscal year included in the Company’s annual proxy statement. There is an exception to this limit for “qualified performance-based compensation.” The Company designed the Plan with the intention that stock options and performance-based restricted stock awards granted under the Plan constitute qualified performance-based compensation. As a result, the Company does not believe that the $1 million limit will impair its ability to claim federal income tax deductions for compensation attributable to future performance-based restricted stock awards and stock options granted under the Plan. The $1 million limit would apply to future restricted stock awards, if any, made to covered employees that are not designated as performance-based restricted stock awards.

The preceding statements are intended to summarize the general principles of current federal income tax law applicable to awards that may be granted under the Plan. State and local tax consequences may also be significant.


(3)		Amounts for 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 served 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.

(4)		During 2009, Mr. Cobb also received compensation of $80,000 in consideration for his service as a member of BankAtlantic Bancorp’s Board of Directors and as Chairman of its Audit Committee.

(5)		Mr. Pertnoy died during January 2009.

~~Future Plan Benefits~~

Restricted stock awards and option grants under the Plan are discretionary, and the administrative committee has not yet determined to whom and in what amount future awards will be made. As a result, no information is provided concerning future benefits to be delivered under the Plan to any individual or group of individuals.

The foregoing descriptions of the Plan Amendment and the Plan are qualified in their entirety by reference to the full text of the Plan, as proposed to be amended by the Plan Amendment, which is attached to this Proxy Statement as Appendix B and is incorporated herein by reference.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2005 STOCK INCENTIVE PLAN.~~

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~The following table lists all securities authorized for issuance and outstanding under the Company’s equity compensation plans at December 31, 2008:~~

Number of Securities

Remaining Available

Number of Securities
Weighted-Average
for Future Issuance

to be Issued Upon
Exercise Price of
Under Equity

Exercise of
Outstanding
Compensation Plans

Outstanding Options
Options
(Excluding Outstanding

Plan Category
Warrants or Rights Warrants or Rights Options)

Equity compensation plans approved by security holders 1,797,960 $ 4.57 2,015,804
Equity compensation plans not approved by security holders — — —

Total
1,797,960 $ 4.57 2,015,804

AUDIT COMMITTEE REPORT

The following ~~Report of the~~ 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 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 ~~seven~~eight meetings during ~~2008.~~2009. 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 the Company’s independent ~~auditor~~registered public accounting firm for ~~2008,~~2009, PricewaterhouseCoopers LLP (“PwC”). 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, ~~2008~~2009 with management and PwC prior to the filing of the Company’s Annual Report onForm 10-K with the SEC on ~~March 31, 2009.~~April 13, 2010. At its meeting on ~~April , 2009,~~August 2, 2010, the Audit Committee approved the engagement of PwC as the Company’s independent ~~auditor~~registered public accounting firm for ~~2009.~~2010.

Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The independent auditor 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 independent auditor.

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~~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, ~~2008~~2009 be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2008.~~2009.

Submitted by the Members of the Audit Committee:

Joel Levy, Chairman

Oscar Holzmann ~~Chairman~~
~~D. Keith Cobb~~
~~Neil Sterling~~

William Nicholson

2625

FEES TO INDEPENDENT REGISTERED ~~CERTIFIED~~ PUBLIC ACCOUNTING FIRM
FOR FISCAL ~~2008~~2009 AND ~~2007~~2008

PwC served as the independent registered certified public accounting firm for the Company, BankAtlantic Bancorp and Woodbridge for ~~2008~~2009 and ~~2007.~~2008. The following table ~~presents,~~presents: (i) for each of ~~these companies,~~the Company and BankAtlantic Bancorp, fees for professional services rendered by PwC for the audit of each company’s annual financial statements for fiscal ~~2008~~2009 and ~~2007~~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 fees billed for audit-related services, tax services and all other services rendered by PwC for each of these companies for fiscal ~~2008~~2009 and ~~2007.~~2008. PwC did not serve as Bluegreen’s independent registered certified public accounting firm for 2009 or 2008.


	2008			2007			2009			2008
	(In thousands)						(In thousands)

BFC Financial Corporation
Audit fees		407	(1)		500	(1)		1,067	(1)		469	(1)
Audit — related fees		—			—			89	(3)		—
Tax fees		—			—			5			—
All other fees		—			216	(2)		—			—
BankAtlantic Bancorp
Audit fees		1,675	(1)		1,659	(1)		1,582	(1)		1,675	(1)
Audit — related fees		77	(3)		42	(3)		74	(3)		77	(3)
Tax fees		—			—			—			—
All other fees		—			—			40			—
Woodbridge
Audit fees		600	(1)		1,197	(1)		150	(2)		715	(2)
Audit — related fees		—			—			—			—
Tax fees		—			—			—			—
All other fees		—			—			—			—


(1)		Includes ~~primarily~~ fees for services primarily related to each company’s respective annual financial statement audits, the ~~2008~~2009 and ~~2007~~2008 audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements filed in each company’s ~~Quarterly Reports~~quarterly reports onForm 10-Q. ~~The Company’s fiscal 2007 amount also includes fees related to the merger of I.R.E RAG with and into the Company and the amendments to the Company’s Annual Report onForm 10-K/A~~ ~~for the year ended December 31, 2006 and Quarterly Report onForm 10-Q/A~~ for the quarter ended March 31, 2007. Woodbridge’s fiscal 2007 amount also includes fees related to services performed by PwC with respect to Woodbridge’s 2007 rights offering, the amendments to Woodbridge’s Annual Report on~~Form 10-K/A~~ ~~for the year ended December 31, 2006 and Quarterly Report onForm 10-Q/A~~ ~~for the quarter ended March 31, 2007 and the November 9, 2007 bankruptcy filing of Levitt and Sons and substantially all of its subsidiaries.~~

(2)		~~Principally~~Includes fees for services primarily related to Woodbridge’s 2008 annual financial statement audit, the ~~preparation and filing~~2008 audit of the ~~Registration Statement~~effectiveness of Woodbridge’s internal control over financial reporting and the review of quarterly financial statements filed in Woodbridge’s quarterly reports onForm ~~S-3~~10-Q for each quarter during 2008 and ~~Amendment No. 1 thereto, in each case related~~the first two quarters of 2009 prior to the ~~Company’s 2007 underwritten public offering~~Woodbridge Merger when it became a wholly owned subsidiary of ~~11,500,000 shares of Class A Stock.~~the Company.

(3)		~~Represents~~Includes primarily fees related to ~~audits~~registration statements filed by the Company and BankAtlantic Bancorp with the SEC and, for 2008, an audit of BankAtlantic Bancorp’s employee benefit ~~plans and, for 2008, fees related to BankAtlantic Bancorp’s Shelf Registration Statement onForm S-3,~~ ~~filed with the SEC during April 2008, which registered up to $100 million of BankAtlantic Bancorp’s securities.~~plans.

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 independent auditor and shall not engage the independent auditor to perform any non-audit services prohibited by law or regulation. Each year, the independent auditor’s retention to audit the Company’s 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 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, and management may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit

Committee the authority to evaluate and approve engagements involving projected fees of $10,000 or less on behalf of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings. If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting. Engagements involving projected fees of more than $10,000 may only be pre-approved by the full Audit Committee at a regular or special meeting of the Audit Committee.

The Audit Committee has determined that the provision of the services described above (including those services other than audit services) are compatible with maintaining the principal independent registered certified public accounting firm’s independence.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of ~~April 2, 2009,~~November 18, 2010, certain information as to the Company’s Class A Stock and Class B Stock beneficially owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock. In addition, this table includes the outstanding securities beneficially owned by (i) each Named Executive Officer, (ii) each of the Company’s directors ~~as of April 2, 2009~~ and (iii) the Company’s directors and executive officers ~~as of April 2, 2009~~ as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of the Company’s Class A Stock or Class B Stock as of ~~April 2, 2009.~~November 18, 2010. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and with the Company pursuant to the Exchange Act. For purposes of the table below, in accordance withRule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class A Stock or Class B Stock which he or she has or shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after ~~April 2, 2009.~~November 18, 2010. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned.


				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	)		1,270,302		133,314		3.7	%		1.9	%		(1,2,4,5	)		1,270,294		133,314		2.0	%		1.9	%
I.R.E. Properties, Inc.		(1,2,4,5	)		4,662,927		561,017		13.5	%		8.2	%		(1,2,4,5	)		4,662,929		561,017		7.6	%		8.2	%
Levan Enterprises, Ltd.		(1,2,4,5	)		1,298,749		146,865		3.8	%		2.1	%		(1,2,4,5	)		1,299,130		146,865		2.1	%		2.1	%
Alan B. Levan		(1,2,3,4,5,6,7	)		11,437		2,312,485		5.7	%		32.6	%		(1,2,3,4,5,6,8	)		192,725		2,406,235		3.7	%		33.6	%
John E. Abdo		(1,2,3,4,6,7	)		3,356,771		3,180,047		15.8	%		44.9	%		(1,2,3,4,6	)		3,506,137		3,273,797		9.4	%		45.7	%
John K. Grelle		(2	)		—		—		0.0	%		0.0	%
Seth M. Wise															(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	%
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	%
Alan J. Levy															(2,3	)		44,600		0			*		0.0	%
Joel Levy															(2,3	)		31,793		0			*		0.0	%
William Nicholson															(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			*			*
GoldenTree Asset Management LP		(8	)		4,800,000		—		12.5	%		0.0	%
Dr. Herbert A. Wertheim		(1,9	)		3,968,157		416,448		10.4	%		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	%
Greek Investments, Inc.															(11	)		5,151,713		0		7.5	%		0.0	%
SC Fundamental Value Fund L.P.		(10	)		3,720,461		—		9.7	%		0.0	%		(12	)		3,928,108		0		5.7	%		0.0	%
All directors and executive officers of the Company as of April 2, 2009 as a group (7 persons)		(1,3,4,5,6,7	)		11,026,564		6,387,580		38.7	%		86.9	%
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	%


*		Less than one percent of class.

2827


(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 ~~April 2, 2009~~November 18, 2010 pursuant to the exercise of ~~stock~~ options to purchase Class A Stock or Class B Stock as follows: Alan B. Levan — ~~210,579~~113,170 shares of Class A Stock and 304,329 shares of Class B Stock; John E. Abdo — ~~210,579~~121,845 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 — ~~164,361~~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 — ~~164,361~~151,223 shares of Class A Stock and 20,290 shares of Class B ~~Stock;~~Stock. The group total also includes options held by Maria R. Scheker, the Company’s Chief Accounting Officer, to purchase 11,302 shares of Class A Stock and ~~Maria Scheker — 7,022~~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 ~~73.8%~~approximately 71.6% 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, ~~Mr. Levan~~he may be deemed to be the beneficial owner of ~~11,437~~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 ~~Mr. Levan’s~~his discretion on ashare-for-share basis into Class A Stock), Mr. Alan Levan may be deemed to beneficially own, in the aggregate, ~~7,243,415~~7,425,078 shares, or ~~18.9%~~10.8%, of the Company’s Class A Stock. ~~Mr. Levan~~He may also be deemed to beneficially own, in the aggregate, ~~3,153,681~~3,247,431 shares, or ~~44.5%~~45.3%, of the Company’s Class B Stock. Collectively, these shares represent approximately ~~37.9%~~36.3% 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)		~~Includes beneficial ownership of shares subject to plans adopted under Rule 10b5-1 of the Exchange Act as follows:~~ Mr. ~~Levan — 71,250 shares of Class B Stock; and Mr. Abdo — 75,000 shares~~Wise’s holdings of Class A ~~Stock.~~Stock include 247 shares held in his spouse’s IRA which he may be deemed to beneficially own.

(8)		~~Based on~~Mr. Jarett Levan is the ~~Schedule 13G/A filed with the SEC on February 6, 2009, a group consisting~~son of GoldenTree Asset Management LP and certain of its affiliates have shared voting and dispositive power over all such shares. The mailing address of GoldenTree Asset Management LP and each of the other group members is 300 Park Avenue, 21st Floor, New York, New York 10022.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 and certain of its affiliates have shared voting and dispositive power over such shares and that the mailing address of each group member is 26 Main Street, Suite 203, Chatham, NJ 07928.


(11)		Based on the Schedule 13G/A filed with the SEC on February ~~13, 2009,~~17, 2010, Greek Investments, Inc. and certain of its affiliates have shared voting and dispositive power over 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 and Panayotis 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 of SC Fundamental Value Fund L.P. and certain of its affiliates have shared voting and dispositive power over ~~all~~ such shares. The mailing address of SC Fundamental Value Fund, L.P. and each of the other group members (other than SC Fundamental Value BVI, Ltd.) is 747 Third Avenue, 27th Floor, New York, New York 10017. The mailing address of SC Fundamental Value BVI, Ltd. isc/o MadisonGrey Fund Services (Cayman) Ltd., ~~Ground Floor, Windward 1, Regatta Office Park, West Bay Road,~~P.O. Box 10290, Grand ~~Cayman.~~Cayman KY1-1003, Cayman Islands.

OTHER MATTERS

AsOther than the proposal relating to the election of directors, as of the date of this Proxy Statement, the Board of Directors is not aware of any matters ~~other than those referred to in the accompanying Notice of Meeting,~~ which may be brought before the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING
TO BE HELD ON ~~MAY 19, 2009~~DECEMBER 15, 2010

This Proxy Statement (including forms of the accompanying ~~form of~~ proxy ~~card)~~cards) and the Company’s Annual Report to Shareholders for the year ended December 31, ~~2008~~2009 are available atwww.proxydocs.com/bfcf.

INDEPENDENT REGISTERED ~~CERTIFIED~~ PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP served as the Company’s independent registered ~~certified~~ public accounting firm for the year ended December 31, ~~2008.~~2009. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions from shareholders.

ADDITIONAL INFORMATION

“Householding” of Proxy Material. The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Company’s transfer agent, American Stock Transfer & Trust Company (“AST”), that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. However, the Company will deliver promptly upon written or oral request a separate copy of this Proxy Statement to a shareholder at a shared address to which a single Proxy Statement was delivered. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple proxy statements and would like to request delivery of a single proxy statement, please notify your broker if your shares are held in a brokerage account or AST if you or the record holder of your shares. You can notify AST by calling800-937-5449 or by sending a written 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

shareholder entitled to vote who has delivered written notice to the Company’s Secretary (containing certain information specified in the Company’s Bylaws about the shareholder and the proposed action) not less than 90 or 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 ~~— that is, with respect to~~changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of the proposed business 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 of shareholders, the Company must receive written notice of proposed business from a shareholder (i) between August 17 and September 16, 2011 or (ii) if the Company’s 2011 annual meeting of shareholders is held prior to ~~be held during 2010, between January 19 and February 18, 2010.~~November 15, 2011, within ten days after the Company first mails notice of or publicly discloses the date of the meeting. In addition, any shareholder who wishes to submit a nomination to the Board of Directors must deliver written notice of the nomination within this time period and comply with the information requirements in the Company’s Bylaws relating to shareholder nominations. These requirements are separate from and in addition to the SEC’s

requirements that a shareholder must meet in order to have a shareholder proposal included in the Company’s proxy statement relating to the ~~2010~~2011 annual meeting of shareholders.

Shareholder Proposals for the ~~2010~~2011 Annual Meeting of Shareholders. Shareholders interested in submitting a proposal for inclusion in the proxy materials for the ~~2010~~Company’s 2011 annual meeting of shareholders may do so by following the procedures ~~prescribed~~relating to shareholder proposals set forth in ~~Rulel4a-8~~the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by the Company’s Secretary at the Company’s main offices, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, by ~~December , 2009.~~July 27, 2011 (or such earlier date as may be specified in a Company filing under the Exchange Act).

Proxy Solicitation Costs. The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and nominees for theout-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail, but certain directors, officers and regular employees of the Company or its subsidiaries, ~~BankAtlantic Bancorpand/or~~ ~~Woodbridge,~~ without additional compensation, may solicit proxies personally or by telephone, fax, special letter or otherwise.

BY ORDER OF THE BOARD OF DIRECTORS

Alan B. Levan

Chairman of the Board

~~April , 2009~~November 24, 2010

3130

Appendix A

~~FORM OF ARTICLES OF AMENDMENT~~
~~TO THE AMENDED AND RESTATED~~
~~ARTICLES OF INCORPORATION~~
OF
~~BFC FINANCIAL CORPORATION~~

The Amended and Restated Articles of Incorporation, as amended, of BFC FINANCIAL CORPORATION, a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, and such amendments are set forth as follows:

~~1. The first sentence of the second paragraph of Article IV is hereby deleted in its entirety and replaced with the following:~~

~~“Special Class A Common Stock: The Corporation is authorized to issue 100,000,000 shares of Special Class A Common Stock at a par value of $.01 per share.”~~

~~2. The first two paragraphs of Section 6 of Article V are hereby deleted in their entirety and replaced with the following:~~

~~“1.~~ ~~Designation and Amount.~~ ~~The shares of such series shall be designated “Class A Common Stock” (the “Class A Common Stock”) and the number of shares constituting such series shall be 100,000,000.”~~

~~Appendix B~~

~~BFC FINANCIAL CORPORATION~~
~~2005 STOCK INCENTIVE PLAN~~

1. PURPOSES. The purposes of this BFC Financial Corporation 2005 Stock Incentive Plan (the “Plan”) are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to the Employees of the Company or its Subsidiaries (as defined in Section 2 below) as well as other individuals who perform services for the Company and its Subsidiaries, and to promote the success and profitability of the Company’s business. Options granted hereunder may be either “incentive stock options,” as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options,” at the discretion of the Committee (as defined in Section 2 below) and as reflected in the terms of the Stock Option Agreement (as defined in Section 2 below).

~~2. DEFINITIONS. As used herein, the following definitions shall apply:~~

(a) “Award Notice” shall mean, with respect to a particular Restricted Stock Award, a written instrument signed by the Company and the recipient of the Restricted Stock Award evidencing the Restricted Stock Award and establishing the terms and conditions thereof.

~~(b) “Award Recipient” shall mean the recipient of a Restricted Stock Award.~~

(c) “Beneficiary” shall mean the Person designated by an Award Recipient to receive any Shares subject to a Restricted Stock Award made to such Award Recipient that become distributable following the Award Recipient’s death.

~~(d) “Board of Directors” shall mean the Board of Directors of the Company.~~

~~(e) “Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company.~~

~~(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.~~

~~(g) “Committee” shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan.~~

~~(h) “Company” shall mean BFC Financial Corporation, a Florida corporation, and its successors and assigns.~~

(i) “Continuous Status as an Employee” shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board of Directors of the Company or the Committee. Continuous Status as an Employee shall not be deemed terminated or interrupted by a termination of employment followed immediately by service as a non-Employee director of the Company or one or more of its Subsidiaries until a subsequent termination of all service as either a non-Employee director or an Employee.

(j) “Covered Employee” shall mean, for any taxable year of the Company, a person who is, or who the Committee determines is reasonably likely to be, a “covered employee” (within the meaning of section 162(m) of the Code).

~~(k) “Disability” shall mean permanent and total disability as defined in Section 22(e)(3) of the Code.~~

(l) “Employee” shall mean any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company shall not be sufficient to constitute “employment” by the Company.

~~(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.~~

~~B-1~~

(n) “Fair Market Value” shall be determined by the Committee in its discretion; provided, however, that where there is a public market for the Class A Common Stock, the fair market value per Share shall be (i) if the Class A Common Stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the closing price of such stock on such exchange or reporting system, as the case may be, on the relevant date, as reported in any newspaper of general circulation, or (ii) if the Class A Common Stock is quoted on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) System, or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing bid and asked quotations for such stock on the relevant date, as reported by a generally recognized reporting service.

~~(o) “Incentive Stock Option” shall mean a stock option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.~~

(p) “Nonqualified Stock Option” shall mean a stock option not intended to qualify as an Incentive Stock Option or a stock option that at the time of grant, or subsequent thereto, fails to satisfy the requirements of Section 422 of the Code.

~~(q) “Option” shall mean a stock option granted pursuant to the Plan.~~

~~(r) “Optioned Stock” shall mean the Class A Common Stock subject to an Option.~~

~~(s) “Optionee” shall mean the recipient of an Option.~~

~~(t) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.~~

~~(u) “Performance-Based Restricted Stock Award” shall mean a Restricted Stock Award to which Section 8.3 is applicable.~~

(v) “Performance Goal” shall mean, with respect to any Performance-Based Restricted Stock Award, the performance goal(s) established pursuant to Section 8.3(a), the attainment of which is a condition of vesting of the Performance-Based Restricted Stock Award.

~~(w) “Performance Measurement Period” shall mean, with respect to any Performance Goal, the period of time over which attainment of the Performance Goal is measured.~~

(x) “Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.

~~(y) “Restricted Stock Award” shall mean an award of Shares pursuant to Section 8.~~

~~(z) “Rule 16b-3”~~ ~~shall meanRule 16b-3~~ ~~promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule.~~

(aa) “Service” shall mean, unless the Committee provides otherwise in an Award Notice: (a) service in any capacity as a common-law employee, director, advisor or consultant to the Company or a Parent or Subsidiary; (b) service in any capacity as a common-law employee, director, advisor or consultant (including periods of contractual availability to perform services under a retainer arrangement) to an entity that was formerly a Parent or Subsidiary, to the extent that such service is an uninterrupted continuation of services being provided immediately prior to the date on which such entity ceased to be a Parent or Subsidiary; and (c) performance of the terms of any contractual non-compete agreement for the benefit of the Company or a Parent or Subsidiary.

~~(bb) “Share” shall mean a share of the Class A Common Stock, as adjusted in accordance with Section 9 of the Plan.~~

~~(cc) “Stock Option Agreement” shall mean the written option agreements described in Section 14 of the Plan.~~

~~B-2~~

~~(dd) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.~~

~~(ee) “Transferee” shall mean a “transferee” of the Optionee as defined in Section 7.4 of the Plan.~~

3. STOCK. Subject to the provisions of Section 9 of the Plan, the maximum aggregate number of Shares which may be issued for Restricted Stock Awards and upon the exercise of Options under the Plan is 6,000,000 Shares. During any calendar year, individuals who are Covered Employees may not be issued in the aggregate Shares covered by Restricted Stock Awards or Options in excess of the full amount of Shares available for grant under the Plan. If an Option or Restricted Stock Award should expire or become unexercisable for any reason without having been exercised or vested in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for further grant under the Plan.

Subject to the provisions of Section 9 of the Plan, no person shall be granted Options under the Plan in any calendar year covering an aggregate of more than the full amount of Shares available for grant under the Plan. If an Option should expire, become unexercisable for any reason without having been exercised in full, or be cancelled for any reason during the calendar year in which it was granted, the number of Shares covered by such Option shall nevertheless be treated as Options granted for purposes of the limitation in the preceding sentence.

~~4. ADMINISTRATION.~~

(a) Procedure. The Plan shall be administered by a Committee appointed by the Board of Directors, which initially shall be the Compensation Committee of the Company. The Committee shall consist of not less than two (2) members of the Board of Directors. Once appointed, the Committee shall continue to serve until otherwise directed by the Board of Directors. From time to time the Board of Directors, at its discretion, may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), and appoint new members in substitution therefor, and fill vacancies however caused; provided, however, that at no time shall a Committee of less than two (2) members of the Board of Directors administer the Plan. If the Committee does not exist, or for any other reason determined by the Board of Directors, the Board may take any action and exercise any power, privilege or discretion under the Plan that would otherwise be the responsibility of the Committee.

(b) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its discretion: (i) to grant Incentive Stock Options, in accordance with Section 422 of the Code, to grant Nonqualified Stock Options or to grant Restricted Stock Awards; (ii) to determine, upon review of relevant information, the Fair Market Value of the Class A Common Stock; (iii) to determine the exercise price per share of Options to be granted or consideration for Restricted Stock Awards; (iv) to determine the persons to whom, and the time or times at which, Options and Restricted Stock Awards shall be granted and the number of Shares to be represented by each Option or Restricted Stock Award; (v) to determine the vesting schedule of the Options and Restricted Stock Awards to be granted; (vi) to interpret the Plan; (vii) to prescribe, amend and rescind rules and regulations relating to the Plan; (viii) to determine the terms and provisions of each Option or Restricted Stock Award granted (which need not be identical) and, with the consent of the holder thereof if required, modify or amend each Option or Restricted Stock Award; (ix) to accelerate or defer (with the consent of the holder thereof) the exercise or vesting date of any Option or the vesting date of any Restricted Stock Award; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or Restricted Stock Award previously granted by the Committee; (xi) to substitute new Options or Restricted Stock Awards for previously granted Options or Restricted Stock Awards, as the case may be, which previously granted Options or Restricted Stock Awards contain less favorable terms, including, in the case of Options, higher exercise prices (for example, a “re-pricing”), providing that any such substitution would not result in penalties imposed by Section 409A of the Code; and (xii) to make all other determinations deemed necessary or advisable for the administration of the Plan.

(c) Effect of the Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final and binding on all Optionees, Award Recipients or Transferees, if applicable.

5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options and Restricted Stock Awards may be granted to Employees as well as directors, independent contractors and agents who are natural persons (but only if such Options or Restricted Stock Awards are granted as compensation for

~~B-3~~

personal services rendered by the independent contractor or agent to the Company or a Subsidiary that are not services in connection with the offer or sale of securities in a capital-raising transaction or services that directly or indirectly promote or maintain a market for the Company’s securities), as determined by the Committee. Any person who has been granted an Option or Restricted Stock Award may, if he is otherwise eligible, be granted an additional Option or Options or Restricted Stock Award.

Except as otherwise provided under the Code, to the extent that the aggregate Fair Market Value of Shares for which Incentive Stock Options (under all stock option plans of the Company and of any Parent or Subsidiary) are exercisable for the first time by an Employee during any calendar year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For purposes of this limitation, (a) the Fair Market Value of Shares is determined as of the time the Option is granted and (b) the limitation is applied by taking into account Options in the order in which they were granted.

The Plan shall not constitute a contract of employment nor shall the Plan confer upon any Optionee or Award Recipient any right with respect to continuation of employment or continuation of providing services to the Company, nor shall it interfere in any way with his right or the Company’s or any Parent or Subsidiary’s right to terminate his employment or his provision of services at any time.

~~6. TERM OF PLAN. The Plan shall continue in effect ten (10) years from the date of its adoption by the Board of Directors, unless sooner terminated under Section 11 of the Plan.~~

~~7. STOCK OPTIONS.~~

7.1 Term of Option. The term of each Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. However, in the case of an Incentive Stock Option granted to an Employee who, immediately before the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter time as may be provided in such Optionee’s Stock Option Agreement.

~~7.2 Exercise Price and Consideration.~~

~~(a) Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as determined by the Committee, but shall be subject to the following:~~

~~(i) In the case of an Incentive Stock Option which is~~

(A) granted to an Employee who, immediately before the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one hundred and ten percent (110%) of the Fair Market Value per Share on the date of grant.

~~(B) granted to an Employee not within (A), the per share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.~~

~~(C) In the case of a Nonqualified Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.~~

(b) Certain Corporate Transactions. In the event the Company substitutes an Option for a stock option issued by another corporation in connection with a corporate transaction, such as a merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or partial or complete liquidation involving the Company and such other corporation, the exercise price of such substituted Option shall be as determined by the Committee in its discretion (subject to the provisions of Section 424(a) of the Code in the case of a stock option that was intended to qualify as an “incentive stock option”) to preserve, on a per Share basis immediately after such corporate transaction, the same ratio of Fair Market Value per Option Share to exercise price per Share which existed immediately prior to such corporate transaction under the option issued by such other corporation.

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(c) Payment. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, promissory note, or other shares of the Company’s capital stock having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the law of the Company’s jurisdiction of incorporation. The Committee may also establish coordinated procedures with one or more brokerage firms for the “cashless exercise” of Options, whereby Shares issued upon exercise of an Option are delivered against payment by the brokerage firm on the Optionee’s behalf. When payment of the exercise price for the Shares to be issued upon exercise of an Option consists of shares of the Company’s capital stock, such shares will not be accepted as payment unless the Optionee or Transferee, if applicable, has held such shares for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes.

~~7.3 Exercise Of Option.~~

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee, including performance criteria with respect to the Company or its Subsidiaries~~and/or~~ the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 7.2(c) of the Plan. Until the issuance of the stock certificate evidencing such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), which in no event will be delayed more than thirty (30) days from the date of the exercise of the Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Status as an Employee. Subject to this Section 7.3(b), if any Employee ceases to be in Continuous Status as an Employee, he or any Transferee may, but only within thirty (30) days or such other period of time not exceeding three (3) months as is determined by the Committee (or, provided that the applicable Option is not to be treated as an Incentive Stock Option, such longer period of time as may be determined by the Committee) after the date he ceases to be an Employee, exercise his Option to the extent that he or any Transferee was entitled to exercise it as of the date of such termination. To the extent that he or any Transferee was not entitled to exercise the Option at the date of such termination, or if he or any Transferee does not exercise such Option (which he or any Transferee was entitled to exercise) within the time specified herein, the Option shall terminate. If any Employee ceases to serve as an Employee as a result of a termination for cause (as determined by the Committee), any Option held by such Employee or any Transferee shall terminate immediately and automatically on the date of his termination as an Employee unless otherwise determined by the Committee. Notwithstanding the foregoing, if an Employee ceases to be in Continuous Status as an Employee solely due to a reorganization, merger, consolidation, spin-off, combination, re-assignment to another member of the affiliated group of which the Company is a member or other similar corporate transaction or event, the Committee may, in its discretion, suspend the operation of this Section 7.3(b); provided that the Employee shall execute an agreement, in form and substance satisfactory to the Committee, waiving such Employee’s right to have such Employee’s Options treated as Incentive Stock Options from and after a date determined by the Committee which shall be no later than three months from the date on which such Employee ceases to be in Continuous Status as an Employee, and such Employee’s Options shall thereafter be treated as Nonqualified Options for all purposes.

(c) Disability of Optionee. Notwithstanding the provisions of Section 7.3(b) above, in the event an Employee is unable to continue his employment as a result of his Disability, he or any Transferee may, but only within three (3) months or such other period of time not exceeding twelve (12) months as is determined by the Committee (or,

~~B-5~~

provided that the applicable Option is not to be treated as an Incentive Stock Option, such longer period of time as may be determined by the Committee) from the date of termination of employment, exercise his Option to the extent he or any Transferee was entitled to exercise it at the date of such Disability. To the extent that he or any Transferee was not entitled to exercise the Option at the date of Disability, or if he or any Transferee does not exercise such Option (which he or any Transferee was entitled to exercise) within the time specified herein, the Option shall terminate.

~~(d) Death of Optionee. In the event of the death of an Optionee:~~

(i) during the term of the Option and who is at the time of his death an Employee and who shall have been in Continuous Status as an Employee since the date of grant of the Option, the Option may be exercised at any time within twelve (12) months (or, provided that the applicable Option is not to be treated as an Incentive Stock Option, such longer period of time as may be determined by the Committee) following the date of death, by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be, but only to the extent of the right to exercise that would have accrued had the Optionee continued living one (1) month after the date of death; or

(ii) within thirty (30) days or such other period of time not exceeding three (3) months as is determined by the Committee (or, provided that the applicable Option is not to be treated as an Incentive Stock Option, such longer period of time as may be determined by the Committee) after the termination of Continuous Status as an Employee, the Option may be exercised, at any time within three (3) months following the date of death, by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be, but only to the extent of the right to exercise that had accrued at the date of termination.

7.4 Transferability Of Options. During an Optionee’s lifetime, an Option may be exercisable only by the Optionee and an Option granted under the Plan and the rights and privileges conferred thereby shall not be subject to execution, attachment or similar process and may not be sold, pledged, assigned, hypothecated, transferred or otherwise disposed of in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by applicable law and~~Rule 16b-3,~~ the Committee may determine that an Option may be transferred by an Optionee to any of the following: (1) a family member of the Optionee; (2) a trust established primarily for the benefit of the Optionee~~and/or~~ ~~a family member of said Optionee in which the Optioneeand/or~~ one or more of his family members collectively have a more than 50% beneficial interest; (3) a foundation in which such persons collectively control the management of assets; (4) any other legal entity in which such persons collectively own more than 50% of the voting interests; or (5) any charitable organization exempt from income tax under Section 501(c)(3) of the Code (collectively, a “Transferee”); provided, however, in no event shall an Incentive Stock Option be transferable if such transferability would violate the applicable requirements under Section 422 of the Code. Any other attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of any Option under the Plan or of any right or privilege conferred thereby, contrary to the provisions of the Plan, or the sale or levy or any attachment or similar process upon the rights and privileges conferred hereby, shall be null and void.

~~8. RESTRICTED STOCK AWARDS.~~

~~8.1 In General.~~

(a) Each Restricted Stock Award shall be evidenced by an Award Notice issued by the Committee to the Award Recipient containing such terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe, including, without limitation, any of the following terms or conditions:

~~(i) the number of Shares covered by the Restricted Stock Award;~~

(ii) the amount (if any) which the Award Recipient shall be required to pay to the Company in consideration for the issuance of such Shares (which shall in no event be less than the minimum amount required for such Shares to be validly issued, fully paid and nonassessable under applicable law);

~~(iii) whether the Restricted Stock Award is a Performance-Based Award and, if it is, the applicable Performance Goal or Performance Goals;~~

~~B-6~~

~~(iv) the date of grant of the Restricted Stock Award; and~~

~~(v) the vesting date for the Restricted Stock Award.~~

~~(b) All Restricted Stock Awards shall be in the form of issued and outstanding Shares that shall be either:~~

~~(i) registered in the name of the Committee for the benefit of the Award Recipient and held by the Committee pending the vesting or forfeiture of the Restricted Stock Award;~~

(ii) registered in the name of Award Recipient and held by the Committee, together with a stock power executed by the Award Recipient in favor of the Committee, pending the vesting or forfeiture of the Restricted Stock Award; or

~~(iii) registered in the name of and delivered to the Award Recipient.~~

~~In any event, the certificates evidencing the Shares shall at all times prior to the applicable vesting date bear the following legend:~~

The Class A Common Stock evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BFC Financial Corporation and [Name of Award Recipient] dated [Date] made pursuant to the terms of the BFC Financial Corporation 2005 Stock Incentive Plan, copies of which are on file at the executive offices of BFC Financial Corporation, and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Agreement.

~~and/or such other restrictive legend as the Committee, in its discretion, may specify.~~

(c) Except as otherwise provided by the Committee, a Restricted Stock Award shall not be transferable by the Award Recipient other than by will or by the laws of descent and distribution, and the Shares granted pursuant to such Restricted Stock Award shall be distributable, during the lifetime of the Award Recipient, only to the Award Recipient.

~~8.2 Vesting Date.~~

(a) The vesting date for each Restricted Stock Award shall be determined by the Committee and specified in the Award Notice and, if no date is specified in the Award Notice, shall be the first anniversary of the date on which the Restricted Stock Award is granted. Unless otherwise determined by the Committee and specified in the Award Notice:

(i) if the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award for any reason other than death or Disability, any unvested Shares shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture);

(ii) if the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award on account of death or Disability, any unvested Shares with a vesting date that is during the period of six (6) months beginning on the date of termination of Service shall become vested on the date of termination of Service and any remaining unvested Shares forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).

~~8.3 Performance-Based Restricted Stock Awards.~~

(a) At the time it grants a Performance-Based Restricted Stock Award, the Committee shall establish one or more Performance Goals the attainment of which shall be a condition of the Award Recipient’s right to retain the related Shares. The Performance Goals shall be selected from among the following:

~~(i) earnings per share;~~

~~(ii) net income;~~

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~~(iii) EBITDA;~~

~~(iv) return on equity;~~

~~(v) return on assets;~~

~~(vi) core earnings;~~

~~(vii) stock price;~~

(viii) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals, goals relating to acquisitions or divestitures, revenue targets or business development goals;

~~(ix) except in the case of a Covered Employee, any other performance criteria established by the Committee; or~~

~~(x) any combination of (i) through (ix) above.~~

Performance Goals may be established on the basis of reported earnings or cash earnings, and consolidated results or individual business units and may, in the discretion of the Committee, include or exclude extraordinary items~~and/or~~ ~~the results of discontinued operations. Each Performance Goal may be expressed on an absoluteand/or~~ ~~relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company (or individual business units)and/or~~ ~~the past or current performance of other companies.~~

(b) At the time it grants a Performance-Based Restricted Stock Award, the Committee shall establish a Performance Measurement Period for each Performance Goal. The Performance Measurement Period shall be the period over which the Performance Goal is measured and its attainment is determined. If the Committee establishes a Performance Goal but fails to specify a Performance Measurement Period, the Performance Measurement Period shall be:

(i) if the Performance-Based Restricted Stock Award is granted during the first three months of the Company’s fiscal year, the fiscal year of the Company in which the Performance-Based Restricted Stock Award is granted; and

~~(ii) in all other cases, the period of four (4) consecutive fiscal quarters of the Company that begins with the fiscal quarter in which the Performance-Based Restricted Stock Award is granted.~~

(c) Within a reasonable period of time as shall be determined by the Committee following the end of each Performance Measurement Period, the Committee shall determine, on the basis of such evidence as it deems appropriate, whether the Performance Goals for such Performance Measurement Period have been attained and, if they have been obtained, shall certify such fact in writing.

~~(d) If the Performance Goals for a Performance-Based Restricted Stock Award have been determined by the Committee to have been attained and certified, the Committee shall either:~~

(i) if the relevant vesting date has occurred, cause the ownership of the Shares subject to such Restricted Stock Award, together with all dividends and other distributions with respect thereto that have been accumulated, to be transferred on the stock transfer records of the Company, free of any restrictive legend other than as may be required by applicable law, to the Award Recipient;

~~(ii) in all other cases, continue the Shares in their current status pending the occurrence of the relevant vesting date or forfeiture of the Shares.~~

If any one or more of the relevant Performance Goals have been determined by the Committee to not have been attained, all of the Shares subject to such Restricted Stock Award shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).

~~B-8~~

(e) If the Performance Goals for any Performance Measurement Period shall have been affected by special factors (including material changes in accounting policies or practices, material acquisitions or dispositions of property, or other unusual items) that in the Committee’s judgment should or should not be taken into account, in whole or in part, in the equitable administration of the Plan, the Committee may, for any purpose of the Plan, adjust such Performance Goals and make payments accordingly under the Plan; provided, however, that any adjustments made in accordance with or for the purposes of this section 8.3(e) shall be disregarded for purposes of calculating the Performance Goals for a Performance-Based Restricted Stock Award to a Covered Employee if and to the extent that such adjustments would have the effect of increasing the amount of a Restricted Stock Award to such Covered Employee.

8.4 Dividend Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Notice, any dividends or distributions declared and paid with respect to Shares subject to the Restricted Stock Award, whether or not in cash, shall be held and accumulated for distribution at the same time and subject to the same terms and conditions as the underlying Shares.

8.5 Voting Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Notice, voting rights appurtenant to the Shares subject to the Restricted Stock Award, shall be exercised by the Committee in its discretion.

8.6 Tender Offers. Each Award Recipient shall have the right to respond, or to direct the response, with respect to the issued Shares related to its Restricted Stock Award, to any tender offer, exchange offer or other offer made to the holders of Shares. Such a direction for any such Shares shall be given by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction, a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the Shares shall not be tendered.

8.7 Designation of Beneficiary. An Award Recipient may designate a Beneficiary to receive any unvested Shares that become available for distribution on the date of his death. Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee. In the event that the Beneficiary designated by an Award Recipient dies prior to the Award Recipient, or in the event that no Beneficiary has been designated, any vested Shares that become available for distribution on the Award Recipient’s death shall be paid to the executor or administrator of the Award Recipient’s estate, or if no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable, to such one or more of the spouse and descendants and blood relatives of such deceased person as the Committee may select.

8.8 Taxes. The Company or the Committee shall have the right to require any person entitled to receive Shares pursuant to a Restricted Stock Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the shareholders of the Company, in the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Class A Common Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Class A Common Stock such that an adjustment is appropriate in the Committee’s discretion in order to prevent dilution or enlargement of the rights of Optionees and Award Recipients under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Class A Common Stock or other securities deemed to be available thereafter for grants of Options and Restricted Stock Awards under the Plan in the aggregate to all eligible individuals and individually to any one eligible individual, (ii) the number and kind of shares of Class A Common Stock or other securities that may be delivered or deliverable in respect of outstanding Options or Restricted Stock Awards, and (iii) the exercise price of Options. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Options and Restricted Stock Awards (including, without limitation, cancellation of Options or Restricted Stock Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Options or Restricted Stock Awards

~~B-9~~

using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, or in response to changes in applicable laws, regulations, or account principles; provided, however, that any such adjustment to an Option or Performance-Based Restricted Stock Award granted to a Covered Employee with respect to the Company or its Parent or Subsidiaries shall conform to the requirements of section 162(m) of the Code and the regulations thereunder then in effect. In addition, each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code (or any successor provision), and in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder other than an “incentive stock option” as defined in Section 422 of the Code. The Committee’s determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Class A Common Stock subject to an Option or Restricted Stock Award.

In the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Committee or the Board of Directors may determine, in its discretion, that (i) if any such transaction is effected in a manner that holders of Class A Common Stock will be entitled to receive stock or other securities in exchange for such shares, then, as a condition of such transaction, lawful and adequate provision shall be made whereby the provisions of the Plan and the Options granted hereunder shall thereafter be applicable, as nearly equivalent as may be practicable, in relation to any shares of stock or securities thereafter deliverable upon the exercise of any Option or (ii) the Option will terminate immediately prior to the consummation of such proposed transaction. The Committee or the Board of Directors may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Committee or the Board of Directors and give each Optionee or Transferee, if applicable, the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable; provided, however, that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding Options be cancelled as of the effective date of such merger, consolidation or other business reorganization in exchange for a cash payment per optioned Share equal to the excess (if any) of the value exchanged for an outstanding Share in such merger, consolidation or other business reorganization over the exercise price of the Option being cancelled.

In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, any Restricted Stock Award with respect to which Shares had been awarded to an Award Recipient shall be adjusted by allocating to the Award Recipient the amount of money, stock, securities or other property to be received by the other shareholders of record, and such money, stock, securities or other property shall be subject to the same terms and conditions of the Restricted Stock Award that applied to the Shares for which it has been exchanged.

Without limiting the generality of the foregoing, the existence of outstanding Options or Restricted Stock Awards granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred or preference stock that would rank above the Shares subject to outstanding Options or Restricted Stock Awards; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

10. TIME FOR GRANTING OPTIONS AND RESTRICTED STOCK AWARDS. The date of grant of an Option or Restricted Stock Award shall, for all purposes, be the date on which the Committee makes the determination granting such Option or Restricted Stock Award or such later date as the Committee may specify. Notice of the determination shall be given to each Optionee or Award Recipient within a reasonable time after the date of such grant.

~~B-10~~

~~11. AMENDMENT AND TERMINATION OF THE PLAN.~~

11.1 Committee Action; Shareholders’ Approval. Subject to applicable laws and regulations, the Committee or the Board of Directors may amend or terminate the Plan from time to time in such respects as the Committee or the Board of Directors may deem advisable, without the approval of the Company’s shareholders.

11.2 Effect of Amendment or Termination. No amendment or termination or modification of the Plan shall in any manner affect any Option or Restricted Stock Award theretofore granted without the consent of the Optionee or Award Recipient, except that the Committee or the Board of Directors may amend or modify the Plan in a manner that does affect Options or Restricted Stock Awards theretofore granted upon a finding by the Committee or the Board of Directors that such amendment or modification is in the best interest of Shareholders, Optionees or Award Recipients.

12. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option or delivered with respect to a Restricted Stock Award unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto or the grant of a Restricted Stock Award and the delivery of Shares with respect thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, grant of a Restricted Stock Award or delivery of Shares with respect to a Restricted Stock Award, the Company may require the Person exercising such Option or acquiring such Shares or Restricted Stock Award to represent and warrant at the time of any such exercise, grant or acquisition that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

13. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.

14. STOCK OPTION AGREEMENT; AWARD NOTICE. Options shall be evidenced by written option agreements and Restricted Stock Awards shall be evidenced by Award Notices, each in such form as the Board of Directors or the Committee shall approve.

~~15. Intentionally omitted.~~

16. OTHER PROVISIONS. The Stock Option Agreements or Award Notices authorized under the Plan may contain such other provisions, including, without limitation, restrictions upon the exercise of the Option or vesting of the Restricted Stock Award, as the Board of Directors or the Committee shall deem advisable. Any Incentive Stock Option Agreement shall contain such limitations and restrictions upon the exercise of the Incentive Stock Option as shall be necessary in order that such Option will be an incentive stock option as defined in Section 422 of the Code.

17. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights of indemnification they may have as directors, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereon, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option or Restricted Stock Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit

~~B-11~~

or proceeding that such Committee member is liable for gross negligence or misconduct in the performance of his duties; provided that within sixty (60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

~~18. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no obligation upon the Optionee to exercise such Option.~~

~~19. WITHHOLDINGS; TAX MATTERS.~~

19.1 The Company shall have the right to deduct from all amounts paid by the Company in cash with respect to an Option under the Plan any taxes required by law to be withheld with respect to such Option. Where any Person is entitled to receive Shares pursuant to the exercise of an Option, the Company shall have the right to require such Person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld. To the extent determined by the Committee and specified in the Option Agreement, an Option holder shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by reducing the number of Shares subject to the Option (without issuance of such Shares to the Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a Share on the Option exercise date over the Option exercise price per Share.

19.2 If and to the extent permitted by the Committee and specified in an Award Notice for a Restricted Stock Award other than a Performance-Based Restricted Stock Award, an Award Recipient may be permitted or required to make an election under section 83(b) of the Code to include the compensation related thereto in income for federal income tax purposes at the time of issuance of the Shares to such Award Recipient instead of at a subsequent vesting date. In such event, the Shares issued prior to their vesting date shall be issued in certificated form only, and the certificates therefor shall bear the following legend:

The Class A Common Stock evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BFC Financial Corporation and [Name of Recipient] dated [Date] made pursuant to the terms of the BFC Financial Corporation 2005 Stock Incentive Plan, copies of which are on file at the executive offices of BFC Financial Corporation, and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Agreement.

or such other restrictive legend as the Committee, in its discretion, may specify. In the event of the Award Recipient’s termination of Service prior to the relevant vesting date or forfeiture of the Shares for any other reason, the Award Recipient shall be required to return all forfeited Shares to the Company without consideration therefor (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).

20. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees and directors of the Company or any Subsidiary.

~~21. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.~~

~~22. HEADINGS, ETC. NO PART OF PLAN. Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan.~~

23. SEVERABILITY. If any provision of the Plan is held to be invalid or unenforceable by a court of competent jurisdiction, then such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of the Plan and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.

~~B-12~~

Form of Proxy

Class A Common Stock

BFC FINANCIAL CORPORATION
2100 WEST CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309

ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIAL CORPORATION
~~MAY 19, 2009~~DECEMBER 15, 2010

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John K. Grelle and Maria R. Scheker, and each of them acting alone, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class A Common Stock of BFC Financial Corporation held of record by the undersigned as of the close of business on ~~April 2, 2009~~November 18, 2010 at the Annual Meeting of Shareholders to be held on ~~May 19, 2009~~December 15, 2010 and at any adjournment or postponement thereof.

~~Please mark, date, sign and mail your proxy card in the envelope provided as soon as possible.~~

~~Please detach along the perforated line and mail in the envelope provided.~~




	~~Comments:~~

(Continued and to be signed on the reverse side)


~~BFC FINANCIAL CORPORATION~~ ~~2100 W. CYPRESS CREEK ROAD~~ ~~FT. LAUDERDALE, FL 33309~~		~~MAIL~~ ~~– Date, sign and mail your proxy card in the envelope provided as soon as possible.~~

		~~-OR-~~

		~~TELEPHONE~~~~– Call toll-free~~ ~~1-800-PROXIES~~ ~~(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.~~

		~~-OR-~~

		~~INTERNET~~~~– Access “~~~~www. voteproxy.com~~~~” and follow the on-screen instructions. Have your proxy card available when you access the web page.~~

		~~-OR-~~

		~~IN PERSON~~~~– You may vote your shares in person by attending the Annual Meeting.~~

~~You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.~~

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý


	1. The election of ~~one director~~eight directors, each for a term expiring at the Company’s 2011 Annual Meeting of ~~three years.~~Shareholders. ~~NOMINEE: 3-YEAR TERM:~~NOMINEES: ~~D. Keith Cobb~~Alan B. Levan Darwin Dornbush Jarett S. Levan Alan J. Levy Joel Levy William Nicholson Neil Sterling Seth Wise [ ] FOR ~~NOMINEE~~ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ~~NOMINEE~~ 2. The approval of an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of the Company’s Class A Common Stock from 70,000,000 shares to 100,000,000 shares.ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) ~~[ ] AGAINST~~ ~~[ ] ABSTAIN~~ INSTRUCTION: To ~~change~~withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write 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~~nominee’s name(s) ~~on the account may not be submitted via this method. [ ]~~ below.			~~3. The approval of an amendment to the Company’s 2005 Stock Incentive Plan.~~ ~~[ ] FOR~~ ~~[ ] AGAINST~~ ~~[ ] ABSTAIN~~ 4.2. 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” THE ELECTION~~“FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL ~~1 AND “FOR” PROPOSALS 2 AND 3.~~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. [ ]

Signature of Shareholder:

Date:

Signature of Shareholder:

Date:

NOTE: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Form of Proxy
Class B Common Stock

BFC FINANCIAL CORPORATION
2100 WEST CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309

ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIAL CORPORATION
~~MAY 19, 2009~~DECEMBER 15, 2010

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John K. Grelle and Maria R. Scheker, and each of them acting alone, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class B Common Stock of BFC Financial Corporation held of record by the undersigned as of the close of business on ~~April 2, 2009~~November 18, 2010 at the Annual Meeting of Shareholders to be held on ~~May 19, 2009~~December 15, 2010 and at any adjournment or postponement thereof.

~~Please mark, date, sign and mail your proxy card in the envelope provided as soon as possible.~~

~~Please detach along the perforated line and mail in the envelope provided.~~




	~~Comments:~~

(Continued and to be signed on the reverse side)


~~BFC FINANCIAL CORPORATION~~ ~~2100 W. CYPRESS CREEK ROAD~~ ~~FT. LAUDERDALE, FL 33309~~		~~MAIL~~ ~~– Date, sign and mail your proxy card in the envelope provided as soon as possible.~~

		~~-OR-~~

		~~TELEPHONE~~~~– Call toll-free~~~~1-800-PROXIES~~~~(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.~~

		~~-OR-~~

		~~INTERNET~~~~– Access “~~~~www. voteproxy.com~~~~” and follow the on-screen instructions. Have your proxy card available when you access the web page.~~

		~~-OR-~~

		~~IN PERSON~~~~– You may vote your shares in person by attending the Annual Meeting.~~

~~You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.~~

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý


	1. The election of ~~one director~~eight directors, each for a term expiring at the Company’s 2011 Annual Meeting of ~~three years.~~Shareholders. ~~NOMINEE: 3-YEAR TERM:~~NOMINEES: ~~D. Keith Cobb~~Alan B. Levan Darwin Dornbush Jarett S. Levan Alan J. Levy Joel Levy William Nicholson Neil Sterling Seth Wise [ ] FOR ~~NOMINEE~~ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ~~NOMINEE~~ 2. The approval of an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of the Company’s Class A Common Stock from 70,000,000 shares to 100,000,000 shares.ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) ~~[ ] AGAINST~~ ~~[ ] ABSTAIN~~ INSTRUCTION: To ~~change~~withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write 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~~nominee’s name(s) ~~on the account may not be submitted via this method. [ ]~~ below.			~~3. The approval of an amendment to the Company’s 2005 Stock Incentive Plan.~~ ~~[ ] FOR~~ ~~[ ] AGAINST~~ ~~[ ] ABSTAIN~~ 4.2. 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”THE ELECTION~~“FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL ~~1 AND “FOR”PROPOSALS 2 AND 3.~~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. [ ]

Signature of Shareholder:

Date:

Signature of Shareholder:

Date:


QUESTIONS AND ANSWERS ABOUT THE PROXY ~~STATEMENT~~MATERIALS AND THE ANNUAL MEETING
CORPORATE GOVERNANCE
~~PROPOSALS AT THE ANNUAL MEETING~~PROPOSAL FOR ELECTION OF DIRECTORS
~~SUMMARY COMPENSATION TABLE~~IDENTIFICATION OF EXECUTIVE OFFICERS
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END -- 2008~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
~~PENSION BENEFITS -- 2008~~COMPENSATION OF NAMED EXECUTIVE OFFICERS
~~DIRECTOR~~ COMPENSATION ~~TABLE -- 2008~~
~~EQUITY COMPENSATION PLAN INFORMATION~~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 ~~MAY 19, 2009~~DECEMBER 15, 2010
INDEPENDENT REGISTERED ~~CERTIFIED~~ PUBLIC ACCOUNTING FIRM
ADDITIONAL INFORMATION


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

Shared service receivable (payable)	(a	)	$	398			(175	)		(115	)		(108	)
Shared service income (expense)	(a	)	$	3,157			(1,593	)		(1,135	)		(429	)	(a	)	$	3,157			(1,135	)		(1,593	)		(429	)
Facilities cost	(a	)	$	(245	)		271			(101	)		75		(a	)	$	(245	)		(101	)		271			75
Interest income (expense) from cash balance/securities sold under agreements to repurchase	(b	)	$	8			(80	)		72			—		(b	)	$	8			72			(80	)		—
Cash and cash equivalents and (securities sold under agreements to repurchase)	(b	)	$	263			(4,696	)		4,433			—		(b	)	$	263			4,433			(4,696	)		—


			At and For the Year Ended December 31, 2007
						BankAtlantic
			BFC			Bancorp			Woodbridge			Bluegreen
			(In thousands)

Shared service receivable (payable)	(a	)	$	312			(89	)		(119	)		(104	)
Shared service income (expense)	(a	)	$	2,855			(1,406	)		(1,006	)		(443	)
Facilities cost	(a	)	$	(272	)		220			—			52
Interest income (expense) from cash balance/securities sold under agreements to repurchase	(b	)	$	38			(185	)		147			—
Cash and cash equivalents and (securities sold under agreements to repurchase)	(b	)	$	1,217			(7,335	)		6,118			—


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

		In May 2008, ~~BFC~~the Company and BFC Shared Service Corporation, a wholly owned subsidiary of the Company (“BFC Shared Service”), ~~a wholly-owned subsidiary of BFC,~~ entered into office lease agreements with BankAtlantic under which ~~BFC~~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, ~~BFC~~the Company also entered into an office ~~sub-lease~~sublease agreement with Woodbridge ~~for~~pursuant to which Woodbridge agreed tosub-lease from the Company office space in BankAtlantic’s corporate headquarters ~~pursuant to which Woodbridge agreed to pay BFC~~at an annual rent of approximately $152,000. In May 2009, the sublease agreement was amended to decrease the amount of office space subject to the sublease 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 under the sublease agreement was approximately $101,000 and $113,000, respectively.

(b)		~~BFC~~The Company and Woodbridge entered into securities sold under agreements to repurchase transactions with BankAtlantic in the aggregate of approximately $4.7 million ~~and $7.3 million~~ at December 31, ~~2008 and 2007, respectively. Interest~~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 ~~transactions~~funds held at BankAtlantic was approximately $80,000 and ~~$185,000~~$39,000 for the years ended December 31, 2008 and ~~2007,~~2009, respectively. ~~These transactions have similar terms as BankAtlantic’s agreements with unaffiliated parties.~~ Additionally, ~~at December 31, 2008, BankAtlantic facilitated~~during 2009, the ~~placement of $49.9 million of certificates of deposits insured by the Federal Deposit Insurance Corporation (the “FDIC”) with other insured depository institutions on Woodbridge’s behalf~~Company invested funds through the Certificate of Deposit Account Registry Service (“CDARS”) ~~program. The CDARS~~ program at BankAtlantic, which facilitates the placement of funds into certificates of


	BankAtlantic
	Bancorp’s		Weighted
	Class A		Average
	Common		Exercise
	Stock		Price

Options outstanding		53,789	$	48.46
Options non-vested		13,610	$	92.85


o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


o	Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11.


	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


o	Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	•	Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. 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, a member of the Company’s Board of Directors, serves as President of BankAtlantic Bancorp and 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, BankAtlantic and its affiliated


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


	•	Messrs. Blosser, Alan Levy and Scherer serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. Blosser serves on the Board of Directors of the Broward Performing Arts Foundation 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.

	•	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% interest, and Mr. Scherer 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.


	•	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.


	(5)	Total fee paid:


	(1)	Amount Previously Paid:


	(3)	Filing Party:


	(4)	Date Filed:


Name		Position

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


		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.


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

Alan B. Levan,	BFC		2008		677,375		—		279,125		267,956		—		227,863		1,452,319	BFC		2009		1,026,420		400,000					126,782	(4)		—		—			258,550		1,811,752
Chairman of the	BBX		2008		541,828		—		297,721		283,055		20,934		21,771		1,165,309	BBX		2009		540,859		377,511		—			—			901,111		73,151			26,450		1,919,082
Board, President	WDGH		2008		151,218		500,000		401,449		—		—		1,500		1,054,167	BXG		2009		—		—		—			—			—		—			—		—

and Chief					1,370,421		500,000		978,295		551,011		20,934		251,134		3,671,795					1,567,279		777,511		—			126,782			901,111		73,151			285,000		3,730,834

Executive Officer(7)
	BFC		2007		676,345		—		312,352		809,278		—		216,468		2,014,443
Executive Officer
	BBX		2007		590,480		—		351,664		21,793		53,905		21,000		1,038,842	BFC		2008		828,593		500,000		—			—			267,956		—			229,363		1,825,912
	WDGH		2007		400,400		6,708		372,409		—		—		1,500		781,017	BBX		2008		541,828		—		—			—			283,055		20,934			21,771		867,588
																		BXG		2008		—		—		495,580	(5)		370,700	(5)		—		—			—		866,280
					1,667,225		6,708		1,036,425		831,071		53,905		238,968		3,834,302
																						1,370,421		500,000		495,580			370,700			551,011		20,934			251,134		3,559,780

John E. Abdo,	BFC		2008		660,739		—		279,125		223,219		—		—		1,163,083	BFC		2009		1,026,420		400,000					134,427	(4)		—		—			307,740		1,868,587
Vice Chairman	BBX		2008		509,274		—		198,480		281,785		12,147		9,240		1,010,926	BBX		2009		540,859		377,511		—			—			901,111		(8,274	)		8,444		1,819,651
of the Board~~(7)~~	WDGH		2008		151,218		500,000		534,538		—		—		307,740		1,493,496	BXG		2009		—		—		—			—			—		—			6,433		6,433

					1,321,231		500,000		1,012,143		505,004		12,147		316,980		3,667,505					1,567,279		777,511		—			134,427			901,111		(8,274	)		322,617		3,694,670

																		BFC		2008		811,957		500,000		—			—			223,219		—			307,740		1,842,916
	BFC		2007		590,480		—		312,352		594,880		—		—		1,497,712	BBX		2008		509,274		—		—			—			281,785		12,147			9,240		812,446
	BBX		2007		415,140		—		234,443		15,240		25,849		21,675		712,347	BXG		2008		—		—		495,580	(5)		370,700	(5)		—		—			5,634		871,914
	WDGH		2007		487,988		8,175		505,193		—		—		303,181		1,304,537
																						1,321,231		500,000		495,580			370,700			505,004		12,147			322,614		3,527,276
					1,493,608		8,175		1,051,988		610,120		25,849		324,856		3,514,596
Seth M. Wise,																		BFC		2009		350,007		175,000		—			17,585	(4)		—		—			17,000		559,592
Executive																		BBX		2009		—		—		—			—			—		—			—		—
Vice President(9)																		BXG		2009		—		—		—			—			—		—			—		—

																						350,007		175,000		—			17,585			—		—			17,000		559,592
John K. Grelle,	BFC		2008		198,685		79,520		—		—		—		6,519		284,724
Executive	BBX		2008		—		—		—		—		—		—		—
Vice President and	WDGH		2008		145,191		54,880		—		—		—		—		200,071
Chief Financial

Officer(8)					343,876		134,400		—		—		—		6,519		484,795


(1)		Amounts identified as BFC represent amounts paid or accrued by the Company ~~amounts~~and (i) from the period from January 1, 2008 through September 20, 2009, Woodbridge Holdings Corporation and (ii) from the period from September 21, 2009 through December 31, 2009, 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 and amounts~~BankAtlantic. Amounts identified as ~~WDGH~~BXG represent amounts paid or accrued by ~~Woodbridge.~~Bluegreen.

(2)		~~Amounts for 2008 represent~~Represent discretionary cash bonuses paid to ~~or accrued on behalf~~each of ~~each~~the Named Executive ~~Officer by Woodbridge (and, for Mr. Grelle, by the Company)~~Officers based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured from financial results.

(3)		~~All~~In accordance with a recent SEC rule amendment, amounts for stock and options ~~are to purchase shares~~awards reflect the aggregate grant date fair value of the ~~respective company’s Class A Common Stock. The amounts for 2008 represent~~awards rather than the dollar ~~amounts~~amount recognized for financial statement ~~reporting~~ purposes for the fiscal year, ~~ended December 31, 2008, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting of stock~~as previously required.

(4)		Represent option ~~grants, including amounts from~~ awards granted ~~prior~~by the Company to the ~~2008 fiscal year.~~Named Executive Officers during 2009 and, with respect to Messrs. Alan Levan and Abdo, option awards previously granted by the Company which were re-priced during September 2009. Additional information regarding these option awards is set forth under “Option Grants and Re-Pricings — 2009” below. Assumptions used in the calculation of the grant date fair value of


		these ~~amounts~~option awards are included in footnote 2328 to the Company’s ~~audited~~consolidated financial statements ~~for the fiscal year ended December 31, 2008~~ included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009, filed with the ~~Securities and Exchange~~SEC Commission on ~~March 31, 2009. There were no forfeitures during 2008. None of the Company, BankAtlantic Bancorp or Woodbridge granted any options to the Named Executive Officers during 2008.~~


~~(4)~~		Amounts for 2008 represent, with respect to the Company, cash bonuses granted to each of Messrs. Levan and Abdo under the formula-based component of the Company’s 2008 annual incentive program based on the achievement of pre-established, objective individual and company-wide annual financial performance goals. In addition, the 2008 amounts relating to BankAtlantic Bancorp represent (i) cash bonuses paid to each of Messrs. 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 BankAtlantic Bancorp’s core non-interest expense reductions and (ii) cash bonuses of $4,462 and $3,192 earned by Messrs. Levan and Abdo, respectively, under the BankAtlantic Profit Sharing Stretch Plan with respect to the fourth quarter of 2007, but paid to Messrs. Levan and Abdo during the first quarter of 2008.April 13, 2010.

(5)		~~Represents the increase~~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 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 forthpast and may in the ~~narrative accompanying the table entitled “Pension Benefits — 2008” below.~~

~~(6)~~		~~Items included under “All Other Compensation”~~future receive compensation from Bluegreen in consideration for ~~2008 for each of the Named Executive Officers are set forth~~their service in ~~the table below:~~


	Levan		Abdo		Grelle

BFC
Perquisites and other benefits	$	74,258	$	—	$	—
Amount paid for life and disability insurance premiums		135,567		—		—
Amount paid for automobile expenses		18,038		—		6,519

Total	$	227,863	$	—	$	6,519

BBX
Perquisites and other benefits	$	303	$	—	$	—
Insurance premiums		12,228		—		—
Contributions to the retirement and 401(k) plans		9,200		9,200		—
Dividends on restricted stock, REIT shares		40		40		—

Total	$	21,771	$	9,240	$	—

WDGH
Insurance premiums	$	1,500	$	1,500	$	—
Management fees paid to Abdo Companies, Inc.		—		306,240		—

Total	$	1,500	$	307,740	$	—


		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 2008 by Mr. Levan from the Company related to his personal use of the Company’s tickets to entertainment and sporting events.

		Amounts included in the row entitled “Insurance premiums” under “BBX” in the table above were paid in connection with BankAtlantic’s Split-Dollar Life Insurance Plan (the “BankAtlantic Split-Dollar Plan”). Additional information regarding the BankAtlantic Split-Dollar Plan is set forth in the narrative accompanying the “Pension Benefits — 2008” table below.

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

		such capacities. During 2008, each of Messrs. Alan Levan and Abdo received $1,500 as reimbursement for insurance premiums for waiving participation in Woodbridge’s medical, dental and vision plans. These amounts are included in the row entitled “Insurance premiums” under “WDGH” in the table above.

~~(7)~~		~~During 2008, each of Messrs. Levan and Abdo also~~ 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. ~~Each~~During 2008, each of Messrs. Alan Levan and Abdo were also granted ~~during 2008~~ 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 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. ~~The aggregate~~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 onForm 10-K for the ~~options~~year ended December 31, 2009, filed with the SEC on March 31, 2010.

(6)		Each of the Company and BankAtlantic Bancorp have in place an annual incentive program, which is a cash bonus plan intended to promote high performance and achievement of certain corporate strategic goals and initiatives. The 2008 amounts relating to the Company represent cash bonuses granted ~~by Bluegreen~~ to each of Messrs. Alan Levan and Abdo under the formula-based component of the Company’s 2008 annual incentive program based on the achievement of pre-established, objective individual 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 of objectives related to reductions in core non-interest expense and targets for core earnings during 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 ~~2008 computed in accordance with FAS 123(R) was $370,700. The grant date fair value~~the first quarter of ~~the restricted stock awards granted by Bluegreen to each of Messrs. Levan and Abdo during 2008 computed in accordance with FAS 123(R) was $495,580.~~2008.

(7)		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” below.


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


	Levan		Abdo		Wise

BFC
Perquisites and other benefits	$	106,171	$	—	$	—
Amounts paid for life and disability insurance premiums		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		—
Amounts paid for automobile expenses		15,312		—		7,200

All other compensation	$	258,550	$	307,740	$	17,000

BBX
Perquisites and other benefits	$	7,155	$	1,747	$	—
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		—

All other compensation	$	26,450	$	8,444	$	—

BXG

Perquisites and other benefits	$	—	$	6,433	$	—


		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 by Mr. Alan Levan from the Company related to his personal use of the Company’s tickets to entertainment and sporting events.

		Mr. ~~Grelle joined~~Abdo is the ~~Company as acting~~principal shareholder and Chief ~~Financial~~Executive Officer ~~on January 11, 2008 and~~of Abdo Companies, Inc.

(9)		Mr. Wise was appointed to serve as Executive Vice President ~~and Chief Financial Officer~~ of the Company ~~on May 20, 2008. Mr. Grelle was also appointed Executive Vice President, Chief Financial Officer and principal accounting officer~~during September 2009 in connection with the consummation of the Woodbridge ~~on May 20, 2008.~~Merger. Because Mr. ~~Grelle~~Wise was not a ~~Named Executive Officer~~named executive officer of the Company for ~~2007,~~2008, no compensation information with respect to Mr. ~~Grelle~~Wise is provided for ~~2007.~~2008.


	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	$	1.84		2/7/2013		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013
		—			93,750	(1)(4)				8.40		7/28/2014		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014
		—			75,000	(2)(5)				8.92		7/11/2015		—			75,000	(2)(5)			$	0.41	(9)		7/11/2015
		—			75,000	(2)(6)				6.36		6/5/2016		—			75,000	(2)(6)			$	0.41	(9)		6/5/2016
		—			75,000	(2)(7)				4.44		6/4/2017		—			75,000	(2)(7)			$	0.41	(9)		6/4/2017
																	152,680	(2)(8)			$	0.41			9/21/2014

John E. Abdo		210,579	(1)(3)		—			N/A		1.84		2/7/2013		210,579	(1)(3)		—			N/A	$	0.41	(9)		2/7/2013
		—			93,750	(1)(4)				8.40		7/28/2014		93,750	(1)(4)		—				$	0.41	(9)		7/28/2014
		—			75,000	(2)(5)				8.92		7/11/2015		—			75,000	(2)(5)			$	0.41	(9)		7/11/2015
		—			75,000	(2)(6)				6.36		6/5/2016		—			75,000	(2)(6)			$	0.41	(9)		6/5/2016
		—			75,000	(2)(7)				4.44		6/4/2017		—			75,000	(2)(7)			$	0.41	(9)		6/4/2017
																	187,380	(2)(8)			$	0.41			9/21/2014
Seth M. Wise														—			79,824	(2)(8)			$	0.41			9/21/2014


(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)		~~Vests~~Vested on July 28, 2009.

(5)		~~Vests~~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.

(9)		As described above, 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).


	Option Awards												Option Awards(1)
							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(1)			Options(1)			Unearned		Exercise		Expiration		Options			Options			Unearned		Exercise		Expiration
Name	Exercisable			Unexercisable			Options		Price		Date		Exercisable			Unexercisable			Options		Price		Date

Alan B. Levan		15,676	(2)					N/A	$	42.79		3/4/2012		15,676	(2)					N/A	$	42.79		3/4/2012
		15,676	(3)						$	37.05		3/31/2013		15,676	(3)						$	37.05		3/31/2013
					12,000	(4)			$	91.00		7/5/2014		12,000	(4)						$	91.00		7/5/2014
					12,000	(5)			$	95.10		7/11/2015					12,000	(5)			$	95.10		7/11/2015
					12,000	(6)			$	74.05		7/10/2016					12,000	(6)			$	74.05		7/10/2016
					12,000	(7)			$	46.90		6/4/2017					12,000	(7)			$	46.90		6/4/2017


John E. Abdo		10,451	(2)						$	42.79		3/4/2012		10,451	(2)					N/A	$	42.79		3/4/2012
		10,451	(3)						$	37.05		3/31/2013		10,451	(3)						$	37.05		3/31/2013
					8,000	(4)			$	91.00		7/5/2014		8,000	(4)						$	91.00		7/5/2014
					8,000	(5)			$	95.10		7/11/2015					8,000	(5)			$	95.10		7/11/2015
					8,000	(6)			$	74.05		7/10/2016					8,000	(6)			$	74.05		7/10/2016
					8,000	(7)			$	46.90		6/4/2017					8,000	(7)			$	46.90		6/4/2017


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

(2)		Vested on March 4, 2007.

(3)		Vested on March 31, 2008.

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

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

(6)		Vests on July 11, 2011.

(7)		Vests on June 5, 2012.


											Option Awards												Stock Awards
																														Equity
																												Equity		Incentive
																												Incentive		Plan
																												Plan		Awards:
	Option Awards																Equity											Awards:		Market or
					Equity												Incentive											Number of		Payout
					Incentive												Plan											Unearned		Value of
					Plan Awards:												Awards:									Market		Shares,		Unearned
	Number of	Number of			Number of						Number of			Number of			Number of						Number of			Value of		Units or		Shares,
	Securities	Securities			Securities						Securities			Securities			Securities						Shares or			Shares or		Other		Units or
	Underlying	Underlying			Underlying						Underlying			Underlying			Underlying						Units of			Units of		Rights		Other
	Unexercised	Unexercised			Unexercised		Option		Option		Unexercised			Unexercised			Unexercised		Option		Option		Stock That			Stock That		That		Rights That
	Options	Options(1)			Unearned		Exercise		Expiration		Options			Options			Unearned		Exercise		Expiration		Have Not			Have Not		Have Not		Have Not
Name	Exercisable	Unexercisable			Options		Price		Date		Exercisable			Unexercisable			Options		Price		Date		Vested			Vested		Vested		Vested

Alan B. Levan			12,000	(2)		N/A	$	100.75		1/2/2014		50,000	(1)		—			—	$	18.36		7/20/2015		—			—		—		—
			8,000	(3)				160.65		7/22/2015		—			50,000	(2)		—	$	12.07		7/19/2016		—			—		—		—
			12,000	(4)				65.30		7/24/2016		—			50,000	(3)		—	$	11.98		7/18/2017		—			—		—		—
			12,000	(5)				45.80		6/18/2017		—			71,000	(4)		—	$	7.50		5/21/2015		—			—		—		—
												—			50,000	(5)		—	$	9.31		5/21/2018		—			—		—		—
												—			—			—		—		—		71,000	(4)	$	171,820		—		—
John E. Abdo			18,000	(2)		N/A		100.75		1/2/2014		50,000	(1)		—			—	$	18.36		7/20/2015		—			—		—		—
			12,000	(3)				160.65		7/22/2015		—			50,000	(2)		—	$	12.07		7/19/2016		—			—		—		—
			12,000	(4)				65.30		7/24/2016		—			50,000	(3)		—	$	11.98		7/18/2017		—			—		—		—
			12,000	(5)				45.80		6/18/2017		—			71,000	(4)		—	$	7.50		5/21/2015		—			—		—		—
												—			50,000	(5)		—	$	9.31		5/21/2018		—			—		—		—
												—			—			—		—				71,000	(4)	$	171,820		—		—


(1)		~~All options are to purchase shares of Woodbridge’s Class A Common Stock.~~Vested on July 20, 2005.

(2)		~~These options vested~~Vests on January 2, 2009, but they are included as unexercisable options because they were not exercisable as of December 31, 2008. As a result of their vesting on January 2, 2009, these options are currently exercisable.July 19, 2011.

(3)		Vests on July ~~22, 2010.~~18, 2012.

(4)		~~Vests~~Scheduled to vest on ~~July 24, 2011.~~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 ~~June 18, 2012.~~May 21, 2013.


					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	$	988,376	$	0		Retirement Plan for Employees of BankAtlantic		26	$	1,061,527	$	0
John E. Abdo		Retirement Plan for Employees of BankAtlantic		14		449,510		0		Retirement Plan for Employees of BankAtlantic		14		441,236		0


(1)		Assumptions used in the calculation of these amounts are included in footnote 2019 to BankAtlantic Bancorp’s ~~audited~~consolidated financial statements ~~for the fiscal year ended December 31, 2008~~ included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended December 31, 2009, filed with the ~~Securities and Exchange Commission~~SEC on March ~~16, 2009,~~19, 2010, except that retirement age was assumed to be 65, the normal retirement age as defined in the BankAtlantic Retirement Plan.