You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on May 16, 200620, 2008 at 10:00 A.M.30 a.m., local time, at The Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334.

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

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

The Board of Directors of BFC Financial Corporation (the “Company” or “BFC”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale, Florida 33334 on May 16, 200620, 2008 at 10:00 A.M.30 a.m., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.

This Proxy Statement and the accompanying Notice of Meeting and accompanying proxy card are being mailed to shareholders on or about April 17, 2006.29, 2008.

At ourthe Annual Meeting, shareholders will actbe asked to consider and vote upon, the matters outlined in the Notice of Meeting on the cover page of this Proxy Statement, including the election of directors and the approval of the Company’s 2006 Performance-Based Annual Incentive Plan, as well as anyamong other matters which may properly be brought before the Annual Meeting.Meeting, the election of two directors. Also, management will report on the Company’s performance during the last fiscal year and respond to appropriate questions from shareholders.

Record holders of the Company’s Class A Common Stock (“Class A Stock”) and record holders of the Company’s Class B Common Stock (“Class B Stock”) at the close of business on March 20, 200621, 2008 (the “Record Date”) may vote at the Annual Meeting.

On the Record Date, 28,680,32538,232,932 shares of Class A Stock and 7,136,1346,876,081 shares of Class B Stock were outstanding and, thus, are eligible to vote at the Annual Meeting.

Holders of Class A Stock and holders of Class B Stock will vote as one class on the election of directors and, unless otherwise required under the Florida Business Corporation Act or the Company’s Amended and Restated Articles of Incorporation, all other matters to be voted upon atproperly brought before the Annual Meeting. Holders of Class A Stock are entitled to one vote per share, with all holders of Class A Stock having in the aggregate 22.0% of the general voting power. The number of votes represented by each share of Class B Stock, which represent in the aggregate 78.0% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of Class B Stock will be entitled to 14.2519.7137 votes on the election of directors and each matter.other matter properly brought before the Annual Meeting for which separate class voting is not required.

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

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

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

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

Yes. If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting.

However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker or nominee giving you the right to vote the shares.

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

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

The Board of Directors recommends a voteFORallboth of the nominees for director andFORthe approval of the Company’s 2006 Performance-Based Annual Incentive Plan.director.

If you mail in your proxy card but do not specify on your proxy card how you want to vote your shares, we will vote themFORallboth of the nominees for director andFORthe approval of the Company’s 2006 Performance-Based Annual Incentive Plan.director. Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy will vote the proxies in accordance with their best judgment on those matters.

Yes. You can revokechange your proxyvote at any time before ityour proxy is exercisedvoted at the Annual Meeting. If you are the record owner of your shares, you can do this in anyone of three ways:ways. First, you can send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you can submit a new valid proxy bearing a later date. Third, you can attend the Annual Meeting and vote in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a previously executed proxy.

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

If you hold your shares in “street name” through a broker or other nominee, and you have not provided voting instructions to your broker or nominee, then whether your broker or nominee may vote your shares in its discretion depends on the proposals before the Annual Meeting. Under the rules of The Nasdaq Stock MarketNYSE Arca, Inc. (“Nasdaq”NYSE Arca”), your broker or nominee may vote your shares in its discretion on “routine matters.” The election of directors is a routine matter on which your broker or nominee will be permitted to vote your shares if no instructions are furnished.

The approvalCompany does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the Company’s 2006 Performance-Based Annual Incentive Plan is a non-routine matter. Accordingly, if your broker has not received yourperson or persons voting instructions with respect to this proposal, your broker cannot vote your shares on such proposal. This is called a “broker non-vote.” However, because shares that constitute broker non-votes (which include shares as to which brokers withhold authority) will not be considered entitled to vote on such matters, broker non-votes will have no effect on the outcome of either of the proposals.those shares.

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

The full Board of Directors undertook a review of each director’s independence on March 13, 2006. DuringFebruary 11, 2008. As part of this review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates, including those reported below under“Certain “Certain Relationships and Related Transactions.”They The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review was to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent under applicable laws and regulations and Nasdaqthe NYSE Arca listing standards. As permitted by Nasdaqthe NYSE Arca listing standards, the Board has determined that the following categories of relationships will not constitute material relationships that impair a director’s independence: (i) banking relationships with BankAtlantic in the ordinary course of BankAtlantic’s business,business; (ii) serving on third party boards of directors with other members of the Board,Board; (iii) payments or charitable gifts by the Company to entities withof which a director is an executive officer or employee where such payments or charitable gifts do not exceed the greater of $1 million$200,000 or 2%5% of such company’s or charity’sthe entity’s consolidated gross revenues,revenues; and (iv) investments by directors in common with each other or the Company, its affiliates or executive officers. As a result of its review of the relationships of each of the members of the Board, and considering these categorical standards, the Board has affirmatively determined that a majority of the Company’s Board members,directors, including D. Keith Cobb, Oscar Holzmann, Earl Pertnoy and Neil Sterling, are “independent” directors within the meaning of the NYSE Arca listing standards of Nasdaq and applicable law.

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

The Board met thirteenfifteen times and executed three unanimous written consents in lieu of a meeting during 2005.2007. Each of the members of the Board of Directors attended at least 75% of the meetings of the Board and Committees

The Audit Committee consists of Oscar Holzmann, Chairman, D. Keith Cobb, Earl Pertnoy and Neil Sterling. The Board has determined that all of the members of the Audit Committee are “financially literate” and “independent” within the meaning of the NYSE Arca listing standards of Nasdaq and applicable Securities and Exchange Commission (“SEC”) rules and regulations. Mr. Holzmann, the chairChairman of this Committee, and D. Keith Cobb are both qualified as audit“audit committee financial expertsexperts” within the meaning of SEC regulations, and the Board has determined that each of them has finance and accounting expertise which results in their “financial sophistication” within the meaning of the NYSE Arca listing standards of Nasdaq.standards. The Audit Committee met eightseven times during the 20052007 fiscal year and its members also held various informal conference calls and meetings as a committee. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements,statements; (ii) the Company’s compliance with legal and regulatory requirements,requirements; (iii) the qualifications, performance and independence of the Company’s independent auditor,auditor; and (iv) the performance of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from and meets with the Company’s internal audit group, management and the Company’s independent auditors.auditor. The Audit Committee receives information concerning internal controlscontrol over financial reporting and any deficiencies in such controls,control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from the Audit Committee is included atin this Proxy Statement on page 20.26.

The Compensation Committee consists of Earl Pertnoy, Chairman, D. Keith Cobb, Oscar Holzmann and Neil Sterling. All of the members of the Compensation Committee are “independent” within the meaning of the NYSE Arca listing standards of Nasdaq.standards. In addition, each committee member of the Compensation Committee is a “Non-Employee Director” as defined inRule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met fivefour times during 2005.2007. The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers. It reviews and determines the compensation of the Chief Executive Officer and, determines or makesafter reviewing the compensation recommendations with respect toof the Chief Executive Officer, determines the compensation of the Company’s other executive officers. It also administers the Company’s equity-based compensation plans and if approved at the meeting, it will administer the 2006 Performance-Based Annual Incentive Plan.plans. A report from the Compensation Committee is included atin this Proxy Statement on page 17.14.

The Nominating/Corporate Governance Committee was established by Board resolution in March 2004. It met three times in 2005. The Nominating/Corporate Governance Committee consists of Neil Sterling, Chairman, D. Keith Cobb, Oscar Holzmann and Earl Pertnoy. All of the members of the Nominating/Corporate Governance Committee are considered to be “independent” within the meaning of the NYSE Arca listing standards of Nasdaq.standards. The Nominating/Corporate Governance Committee met two times in 2007. The Nominating/Corporate Governance Committee is responsible for assisting the Board in identifying individuals qualified to become directors, making recommendations of candidates for directorships, developing and recommending to the Board a set of corporate governance principles for the Company, overseeing the evaluation of the Board and management, overseeing the selection, composition and evaluation of the committees of the Board committeesof Directors and overseeing the management continuity and succession planning process.

Generally, the Nominating/Corporate Governance Committee will identify director candidates through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. In assessing potential new directors, the Nominating/Corporate

Mr.D. Keith Cobb, age 65,67, has served as a business consultant and strategic advisor to a number of companies since 1996. In addition, Mr. Cobb completed a six-year term on the Board of the Federal Reserve Bank of Miami in 2002. Mr. Cobb spent thirty-two years as a practicing certified public accountant at KPMG LLP, and was Vice Chairman and Chief Executive Officer of Alamo Rent A Car, Inc. from 1995 until its sale in 1996. Mr. Cobb also serves on the boardsBoards of Directors of BankAtlantic Bancorp, Alliance Data Systems Inc.Corporation and several private companies.

Mr.Earl Pertnoy, age 79,81, is a real estate investor and developer. He has been a director of the Company andor its predecessor companiespredecessors since 1978.

Mr.Alan B. Levan, age 61,63, formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been the Chairman of the Board, President and Chief Executive Officer of the Company or its predecessors. He is Chairman of the Board and President of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc. and Florida Partners Corporation. He has been Chairman of the Board President and Chief Executive Officer of BankAtlantic Bancorp since 1994 and President and Chairman of the Board of BankAtlantic since 1987. He ishas been Chairman of the Board and Chief Executive Officer of Levitt since 1985 and Chairman of Bluegreen.Bluegreen since 2002.

Mr.Neil Sterling, age 54,56, has been the principal of The Sterling Resources Group, Inc., a business development-consulting firm in Fort Lauderdale, Florida, since 1998.

Glen R. GilbertJohn K. Grelle, age 61,64, joined the Company as acting Chief Financial Officer on January 11, 2008. Mr. Grelle is a Partner of Tatum, LLC, an executive services firm. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and principal of a business formation and strategic development consulting firm. From 1996 through 2003, Mr. Grelle served as Senior Vice President and Chief Financial Officer of ULLICO Inc. and, from 1993 through 1995, he served as Managing Director of DCG Consulting. Mr. Grelle has also been employed in various other executive and financial positions throughout his career, including Chairman and Chief Executive Officer of Old American Insurance Company, Controller of the financial services division of American Can Company (later known as Primerica), Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary of Primerica, President of Bell National Life, Senior Vice President and Chief Financial Officer of American Health and Life, Controller of Sun Life America and Director of Strategic Planning and Budgeting for ITT Hamilton Life. Mr. Grelle is a former member of the Board of Directors of the N.Y. Council of Life Insurers.

Maria R. Scheker, age 50, was appointed Chief Accounting Officer of the Company in April 2007. Ms. Scheker joined the Company in 1985 and has held various positions with the Company during this time, including Assistant Controller from 1993 through 2003. Ms. Scheker was appointed Controller of the Company in 2003 and Senior Vice President of the Company since July 1997. In May 1987, he was appointed Chief Financial and Accounting Officer and, in October 1988, was appointed Secretary. He joined the Company in November 1980 as Vice President and Chief Accountant. HeMarch 2006. Ms. Scheker has been a certified public accountant since 1970. He also serves as an officerin the State of Florida Partners Corporation. He has held various positions at Levitt, including Executive Vice President and Chief Financial Officer through August 2004 and until December 2005, Mr. Gilbert served as Secretary and Senior Executive President of Levitt. Mr. Gilbert no longer holds a position at Levitt.since 2003.

During 2005,2006 and 2007, the Board of Directors reviewed and approved transactions in which the Company was a participant, where the amount involved exceeded or was expected to exceed $120,000 annually and any of the Company’s directors or executive officers, or their immediate family members, had or was expected to have a direct or indirect material interest. When considering a related person transaction, the Board of Directors analyzed, among other factors it deemed appropriate, whether such related person transaction was for the benefit of the Company and upon terms no less favorable to the Company than if the related person transaction was with an unrelated party. During 2006 and 2007, no related person transaction occurred where this process was not followed.

BFC is the controlling shareholder of BankAtlantic Bancorp and Levitt. BFC also has a direct non-controlling interest in Benihana and, through Levitt, an indirect ownership interest in Bluegreen. BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo, BFC’s Chairman of the Board, Chief Executive Officer and President and BFC’s Vice Chairman, respectively. Mr. Levan may be deemed to beneficially own 7,243,415 shares, or 25.1%, of BFC’s Class A Stock and 3,153,681 shares, or 44.5%, of BFC’s Class B Stock, representing, in the aggregate, 37.9% of BFC’s total voting power. Mr. Abdo may be deemed to beneficially own 3,356,771 shares, or 15.8%, of BFC’s Class A Stock and 3,180,047 shares, or 44.9%, of BFC’s Class B Stock, representing, in the aggregate, 35.9% of BFC’s total voting power. Collectively, the shares of BFC’s Class A and Class B Stock beneficially owned by Messrs. Levan and Abdo represent 73.8% of BFC’s total voting power. Messrs. Levan and Abdo are each executive officers and directors of BankAtlantic received fees from the CompanyBancorp and Levitt in connection with certain general and administrative services performance for these companies. BankAtlantic Bancorp provided the Company and Levitt with various back-office services, including, human resources, risk management, project planning, systems support and investor and public relations. The Company compensateddirectors of Bluegreen. Mr. Abdo is also a director of Benihana.

In 2005, a subsidiaryprior periods, BankAtlantic Bancorp issued options to acquire shares of BFC received $127,000 in consulting fees for assisting a subsidiaryBankAtlantic Bancorp’s Class A common stock to employees of Levitt in obtaining financing of certain properties. Also during 2005, Levitt paid Bluegreen approximately $81,000 for services provided.

During the years ended December 31, 20052007 and 2004, actions were taken by Levitt with respect2006, BankAtlantic Bancorp issued to BFC employees who performed services for BankAtlantic Bancorp options to acquire 49,000 and 50,300 shares, respectively, of BankAtlantic Bancorp’s Class A common stock at an exercise price of $9.38 and $14.69, respectively. These options vest in five years and expire ten years from the developmentgrant date. BFC recognized an expense of certain property owned by BankAtlantic. Levitt’s efforts included$13,000 and $26,000 for the successful rezoning of the property and obtaining the permits necessary to develop the property for residential and commercial use. Atyears ended December 31, 2005, BankAtlantic had agreed to reimburse Levitt $438,000 for the costs incurred by it in connection with the development of this project. Levitt has also sought as additional compensation from BankAtlantic a percentage of the increase in the value of the underlying property attributable to Levitt’s efforts based upon the proceeds to be received from BankAtlantic on the sale of the property to a third party. The timing2007 and amount of such additional compensation, if any, has not yet been agreed upon.2006, respectively.

During the year ended December 31, 2005, Bluegreen provided risk management services to BankAtlantic Bancorp. The value of these services received by BankAtlantic Bancorp was calculated based on a percentage of cost basis. The table below sets forth fees paid by BankAtlantic Bancorp for property development2006 and risk management consulting services performed by Levitt and Bluegreen:

Since 2002, Levitt hasand Sons, LLC (“Levitt and Sons”), a wholly owned subsidiary of Levitt which filed for bankruptcy protection and was deconsolidated from Levitt as of November 9, 2007, utilized certainthe services of Conrad & Scherer, LLP, a law firm in which William R. Scherer, a memberdirector of Levitt’s Board of Directors,Levitt, is a member. Levitt and Sons paid fees aggregating $914,000$22,000 and $470,000 to this firm during the yearyears ended December 31, 2005.2007 and 2006, respectively.

During November 2007, following the receipt of the approval of BFC’s shareholders, I.R.E Realty Advisory Group, Inc. (“I.R.E. RAG”), an approximately 45.5% subsidiary of BFC, was merged with and into BFC. The Companysole assets of I.R.E. RAG were 4,764,285 shares of BFC Class A Stock and 500,000 shares of BFC Class B Stock. In connection with this merger, the shareholders of I.R.E. RAG, other than BFC, received an aggregate of approximately 2,601,300 shares of BFC Class A Stock and 273,000 shares of BFC Class B Stock, representing their respective pro rata beneficial ownership interests in the shares of BFC’s common stock owned by I.R.E. RAG, and the 4,764,285 shares of BFC Class A Stock and 500,000 shares of BFC Class B Stock that were held by I.R.E. RAG were canceled. The shareholders of I.R.E. RAG, other than BFC, were Levan Enterprises, Ltd. and I.R.E. Properties, Inc., each of which is an affiliate of Alan B. Levan, Chief Executive Officer, President and Chairman of the Board of Directors of BFC.

BankAtlantic has a 49.5% interestentered into an agreement with Levitt, pursuant to which BankAtlantic agreed to host Levitt’s information technology services and to provide hosting, security and certain other information technology services to Levitt. The annual amounts to be paid under this agreement are estimated to be approximately $120,000.

Certain of BFC’s affiliates, and third partiesincluding its executive officers, have a 50.5% interestindependently made investments with their own funds in a limited partnership formedthat BFC sponsored in 1979, for which the Company’s Chairman serves as the individual General Partner. The partnership’s primary asset is real estate subject to net lease agreements. The Company’s cost for this investment, approximately $441,000, was written off in 1990 due to the bankruptcy of the entity leasing the real estate. During 2005, the Company received no distributions from the partnership.

The Compensation Committee believes that the base salaries offered by the Company are competitive based on a review of market practices and the duties and responsibilities of each officer.Named Executive Officer. In setting base compensation,salaries, the Compensation Committee periodically examines market compensation levels and trends observed in the labor market.market for executives of comparable experience and skills. Market information is used as an initial frame of reference for annualestablishing and adjusting base salaries. The Compensation Committee believes that the Named Executive Officers’ base salaries should be competitive with those of other executives with comparable experience at organizations similar to the Company.

In addition to examining market compensation levels and trends, the Compensation Committee makes base salary adjustments and starting salary offers. Salary decisions are determinedfor the Named Executive Officers based on an annual review by the Compensation Committee with input and recommendations from the Chief Executive Officer. Base salary determinations are made based on,The Compensation Committee’s review includes, among other things, competitive market salaries, the functional and decision makingdecision-making responsibilities of each position, the significance of each Named Executive Officer’s specific area of individual responsibility to the Company’s financial performance and achievement of overall goals, and the contribution, experience and work performance of each executive officer.Named Executive Officer.

The Company’s managementannual incentive program is designed to motivate executives by recognizing and rewarding performance. The annual incentivebonus program is a cash bonus plan useddesigned to compensatepromote performance and achievement of corporate strategic goals and initiatives, encourage the growth of shareholder value, and allow executives, including the Named Executive Officers, to participate in the growth and is generally based onprofitability of the Company’s profitability andCompany. This program includes elements tied to the achievement of pre-established, objective individual and company-wide annual financial performance competenciesgoals. These goals are established each year during the Company’s annual budget cycle, and goals.the portion of an executive officer’s cash bonus under the plan that is related to financial performance goals varies upon the impact that the executive officer has on the overall financial performance of the Company as well as the financial performance of his or her division. Generally, acertain minimum corporate profitability thresholdgrowthand/or profit objectives must be achieved before any bonus will be paid.

In 2007, cash bonuses totaling $1,708,408 were awarded to the Named Executive Officers under the Company’s annual incentive and bonus program. The awards for Messrs. Levan, Abdo and Bakes were paid to the named executive officers based on their individual performances during 2005the Company’s achievement of one of the two pre-established financial performance goals under the 2007 annual incentive and bonus program. Ms. Scheker was not eligible to receive a bonus under the formula-based component of the Company’s 2007 annual incentive and bonus program but was paid a discretionary bonus based on a subjective evaluation of her overall performance in areas outside those that can be objectively measured. The bonuses paid were as follows:

The Company’s long-term equity incentive compensation program provides an opportunity for the Named Executive Officers, and the Company’s other executive officers, ofto increase their stake in the Company were granted stockthrough grants of options to purchase shares of Class A Stock during 2005. AllStock. This program encourages executive officers to focus on the Company’s long-term performance by aligning the executive officers’ interests with those of the stock options were granted with an exercise price equal to at least 100% ofCompany’s shareholders, since the marketultimate value of the Class A Stocksuch compensation is directly dependent on the date of grant and vest on the fifth anniversary of the date of grant.stock price. The granting of options is totally discretionary and options are awarded based on an assessment of an executive officer’s contribution to the success and growth of the Company. Grants of stock options to executive officers, including the named executive officers (other than the Chief Executive Officer), are generally made upon the recommendation of the Chief Executive Officer based on the level of an executive’s position with the Company, an evaluation of the executive’s past and expected performance and the number of outstanding and previously granted options. The Board of DirectorsCompensation Committee believes that providing executivesthe Named Executive Officers and others with opportunities to acquire an interest in the growth and prosperity of the Company through the grant of stock options enables the Company to attract and retain qualified and experienced executive officers. officers and offer additional long-term incentives.

The Board of Directors also believes that utilizationCompensation Committee’s grant of stock options more closely alignsto the Named Executive Officers is discretionary based on an assessment of the individual’s contribution to the success and growth of the Company, subject in any event to the limitations set by the Company’s 2005 Stock Incentive Plan. Decisions by the Compensation Committee regarding grants of stock options to the Named Executive Officers are generally made based upon the

In evaluating2007, with the performanceexception of Mr. Levan, the Compensation Committee considered the information received from Mercer regarding competitive analysis and performance, the Company’s financial condition and 2005 results. In its review, the Compensation Committee noted the Company’s successful stock offering during the year, the growth of shareholders’ equity or book value during 2005, completionGilbert, all of the Company’s investment in BenihanaNamed Executive Officers were granted options to purchase shares of Class A Stock, with an exercise price equal to the market value of such stock on the date of grant, and which vest on the successful conclusionfifth anniversary of that litigation. Also noted was the Company’s stock price appreciation during 2005.date of grant. The Compensation Committee also consideredbelieves that Mr. Levan spends considerable effort and attention in connection with the operations of the Company’s principal investments, including BankAtlantic Bancorp and Levitt, and that the performance of the Company’s interests has beensuch stock options serve as a substantial factorsignificant aid in the successretention of the Company. The Compensation Committee also took note of Mr. Levan’s leadership during 2005, including leadership actions taken at Levitt Corporation and BankAtlantic Bancorp with a view toward positioning both companies for long-term growth and future success. Specifically, it acknowledged his efforts to increase the visibility of and institutional interest in the Company, BankAtlantic Bancorp and Levitt. Based on the foregoing, Mr. Levan was awarded an aggregate bonus of $448,933, his base salary for 2006 was set at $778,153 and he was awarded a bonus in 2006 of up to 60% of his base salary to be payable on the Company’s achievement of certain pretax income targets.

Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the corporation’s chief executive officer and four other most highly compensated executive officers as of the end of any fiscal year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met.

The Compensation Committee believes that it is generally in the Company’s best interest to attempt to structure performance-based compensation, including stock option grants or performance-based restricted stock awards and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that satisfies the statute’s requirements.requirements for full tax deductibility for the compensation. However, the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards when necessary to enableappropriate for the Company to meet itsCompany’s overall objectives, even if the Company may not deduct all of the compensation. Accordingly, the Compensation Committee this year approvedThe Company adopted its annual incentive and may in the future approve compensation arrangementsbonus program to provide for certain officers, including Mr. Levan, that are not fully deductible. However, as indicated herein, the Compensation Committee approved, subject to the approval of the Company’s shareholders, the adoption of the Company’s 2006 Performance-Based Annual Incentive Plan and the payment of a bonus to Mr. Levan in 2006payments based on such plan. But because of ambiguities and uncertaintiesobjective standards as to the application and interpretation ofcontemplated by Section 162(m) and the regulations issued thereunder,. However, no assurance can be given notwithstanding the Company’s efforts, that compensation intendedpaid by the Company toin the future will satisfy the requirements for deductibility under Section 162(m) will.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in fact do so.this Proxy Statement.