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Exhibit 14.1
 CODE OF BUSINESS CONDUCT AND ETHICS
FOR THE DIRECTORS, OFFICERS AND EMPLOYEES OF
BFC FINANCIAL CORPORATION
 Revised as of December 3, 2007
 INTRODUCTION
   1. Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)
  2. Disclosure Obligations
 (a)
    
    All officers and employees who are involved in the Companys securities and
regulatory disclosure processes must maintain familiarity with the disclosure
requirements applicable to the Company under applicable federal and state laws, rules
and regulations.(b)
    
    All directors, officers and employees must cooperate fully with the people
responsible for preparing reports filed by the Company with the Securities and Exchange
Commission (SEC) and regulatory authorities and all other materials that are made
available to the public to make sure those people are aware in a timely manner of all
information that might have to be disclosed in those reports or other materials or that
might affect the way in which information is disclosed in such reports or materials.(c)
    
    All directors, officers and employees shall strive to provide full, accurate,
timely and understandable disclosure in the reports filed by the Company with the SEC.




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3. Conflicts of Interest
 (a)
    
    Directors, officers and employees should avoid conflicts of interest or the
appearance of conflicts of interest with the Company.
 (i)
    
    A conflict of interest exists when an individuals private
interest interferes, or even appears to interfere in any way with the Companys
interest. Conflict situations include, but are not limited to, situations:
 (1)
    
    When a director, officer or employee, or a
member of his or her family, will benefit personally from something the
director, officer or employee does or fails to do that is not in the
Companys best interests,(2)
    
    When a director, officer or employee takes
actions or has interests that may make it difficult to perform his or
her Company work objectively and effectively, and(3)
    
    When a director, officer or employee, or a
member of his or her family, receives improper personal benefits as a
result of his or her position in the Company.
 (b)
    
    If a conflict of interest arises, a director or officer must promptly report
the conflict of interest to the Companys board of directors (Board), and an employee
other than a director or officer must promptly report the conflict of interest to such
employees supervisor (or, if reporting to the supervisor would be inappropriate, then
to the general counsel of the Company). In each instance the director, officer or
employee will work with the individual or individuals to whom a conflict of interest is
reported to devise an arrangement by which (i) that individual or those individuals (or
their designee) will monitor the situation which creates, or gives the appearance of
creating, a conflict of interest, (ii) the director, officer or employee who has a
conflict will, to the fullest extent possible, be kept out of any decisions that might
be affected by the conflict of interest, (iii) arrangements will be made to ensure that
the director, officer or employee will not profit personally from the situation that
causes the conflict of interest, and (iv) every reasonable effort will be made to
eliminate the conflict of interest as promptly as possible.
 4. Corporate Opportunities
 (a)
    
    No director, officer or employee will:
 (i)
    
    take for himself or herself personally any Corporate
Opportunity discovered through the use of Company property, information or
position unless, after full disclosure by the individual to the Audit
Committee, the Company has expressly decided not to attempt to take advantage
of that opportunity.




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(ii)
    
    use Company property, information or position for personal
gain; or(iii)
    
    compete with the Company generally or with regard to specific
transactions or opportunities.
 (b)
    
    Directors, officers and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
 5. Excluded Transactions
 (a)
    
    The Company seeks non-employee directors who will provide business experience
and judgment valuable to the Company and its stockholders. Such directors may include
individuals who have substantial real estate development experience, are engaged in
multiple business activities, and who would not be expected to devote all of their time
and attention to the Companys affairs and business. Thus, a rigid requirement that
directors who are not officers of the Company (non-employee directors) offer to the
Company any real estate acquisition opportunity presented to them or of which they may
be aware is inappropriate. Accordingly, under this Code non-employee directors will
have no obligation to offer a real estate acquisition opportunity to the Company simply
because the opportunity may be useful to the Companys business.(b)
    
    Subject to the provisions set forth below, the participation of a non-employee
director, directly or indirectly through an Affiliate, in an Excluded Transaction shall
not, under this Code, constitute (1) a Corporate Opportunity, (2) a conflict of
interest or potential conflict of interest between such director and the Company, or
(3) competition with the Company.(c)
    
    If a non-employee director has manifested interest in participating in an
Excluded Transaction and, thereafter, the Company manifests an interest in itself
pursuing the Real Estate Acquisition that is the subject of the Excluded Transaction,
the non-employee director shall (1) disclose to the Board his interest in participating
in such Excluded Transaction, (2) recuse himself from any Board deliberation or other
Company action in respect thereof, and (3) not review or otherwise accept access to any
Company documents or other information in respect thereof.
 6. Fair Dealing
 (a)
    
    Each employee, officer and director will at all times deal fairly with the
Companys customers, suppliers, competitors and employees. While employees, officers
and directors are expected to work diligently to advance the interests of the Company,
they are expected to do so in a manner that is consistent with the highest standards of
integrity and ethical dealing.




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(b)
    
    No employee, officer or director is to take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of facts
or any other unfair-dealing practice.
 7. Confidentiality
 (a)
    
    Directors, officers and employees must maintain the confidentiality of all
information entrusted to them by the Company or its customers that is treated by them
as confidential or is considered confidential under applicable law (such as the Health
Insurance Portability and Accountability Act), except when disclosure is authorized by
the Company or legally mandated.
 
    
    Confidential information includes all information that may be of use to the
Companys competitors, or that could be harmful to the Company or its
customers, if disclosed. Confidential information also includes all non-public
personal information.
 (b)
    
    Directors, officers and employees must comply with all confidentiality policies
adopted by the Company from time to time, and with confidentiality provisions in
agreements to which they or the Company are parties.
 8. Protection and Proper Use of Company Assets
 (a)
    
    Directors, officers and employees will in all practicable ways protect the
Companys assets and ensure their efficient use.(b)
    
    Directors, officers and employees will use the Companys assets only for the
Companys legitimate business purposes.
 9. Change in or Waiver of this Code
 (a)
    
    Any waiver of any provision of this Code must be approved by the Audit
Committee, or if any of its members will be personally affected by the waiver, by a
committee consisting entirely of independent directors (within the meaning of the New
York Stock Exchange listing standards) who will not be personally affected by the
waiver.(b)
    
    No waiver of any provision of this Code with regard to a director or executive
officer will be effective until that waiver has been reported to the individual
responsible for the preparation and filing with the SEC of the Companys reports on
Form 8-K (or any successor to that form) or for disclosure on the Companys website in
sufficient detail to enable that individual to prepare the appropriate disclosure with
respect to the waiver.(c)
    
    Any change in or waiver of provisions of this Code will be promptly reported in
filings with the SEC on Form 8-K or disclosed on the Companys website to the full
extent required by the SECs rules and by any applicable rules of any




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securities exchange or securities quotation system on which the Companys securities
are listed or quoted.
 10. Compliance
 (a)
    
    In accepting a position with the Company, each officer, director and employee
becomes accountable for adhering to this Code.(b)
    
    Directors, officers and employees must report promptly any violations of this
Code (including any violations of the requirement of compliance with law). Failure to
report a violation can lead to disciplinary action against the individual who failed to
report the violation which may be as severe as the disciplinary action against the
individual who committed the violation.(c)
    
    Possible violations of this Code by an employee other than an officer or
director may be reported to the supervisor of the employee who commits the violation.
Possible violations of this Code by a director or an officer should be reported to the
general counsel of the Company. If a person believes that in a particular situation it
would not be appropriate to report a possible violation by a director or officer to the
general counsel, or if the general counsel is not available, the person may report the
possible violation to the CEO, the chairman of the Audit Committee or to any other
officer or director to whom the person believes it would be appropriate to report the
possible violation.Employees may also report possible violations concerning accounting or internal
auditing practices anonymously through the Companys arrangement with Ethicspoint
(or such other unaffiliated third party as may be designated by the Company on its
website from time to time). Anonymous reports submitted through EthicsPoint will
initially be reviewed by the Companys internal audit staff. You should return to
the EthicsPoint web-site at least 48 hours after making your report to see the
response from internal audit to your report or to see any follow-up questions that
they may have. After internal audit has gathered all relevant facts, the report
will, if appropriate, be presented to the Chairman of the Audit Committee of the
Companys Board of Directors. It is the Audit Committees responsibility to review
the facts and circumstances, and to determine any necessary action.Further information concerning the Companys arrangement with EthicsPoint may be
found on the Companys link at the EthicsPoint website by clicking on the relevant
subject headings in the EthicsPoint Secure Area.(d)
    
    The identity of the employee who reports a possible violation of this Code will
be kept confidential, except to the extent the employee who reports the possible
violation consents to be identified or the identification of that employee is required
by law.(e)
    
    Possible violations may be reported orally or in writing and may be reported
anonymously as described above.




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(f)
    
    The Company will not allow retaliation for reports of possible violations made
in good faith.(g)
    
    The Board shall determine, or designate appropriate persons to determine,
appropriate actions to be taken if this Code is violated. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for adherence to
this Code and may include termination of employment or service as a director.
 11. Terms used in this Code
 (a)
    
    Affiliate means, with respect to any Person, any other Person that, directly
or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the first named Person.(b)
    
    Company means BFC Financial Corporation and all of its direct and indirect
subsidiaries.(c)
    
    Corporate Opportunity means:
 (a)
    
    Any opportunity to engage in a business activity of which a
director or senior officer of the Company becomes aware, either (1) in
connection with the performance of functions as a director or senior officer of
the Company, or under circumstances that should reasonably lead the director or
senior officer to believe that the Person offering the opportunity expects it
to be offered to the Company; or (2) through the use of corporate information
or property, if the resulting opportunity is one that the director or senior
officer should reasonably be expected to believe would be of interest to the
Company; or(b)
    
    Any opportunity to engage in a business activity of which a
senior executive of the Company becomes aware and knows is closely related to a
business in which the Company is engaged or expects to engage.
 (d)
    
    Director, officer or employee of the Company means a director, officer or
employee of BFC Financial Corporation or of any of its subsidiaries.(e)
    
    Excluded Transaction means any Real Estate Acquisition:
 (a)
    
    of which the non-employee director did not become aware, either
(1) in connection with the performance of functions as a director of the
Company, or under circumstances that should reasonably lead the director to
believe that the Person offering the opportunity expects it to be offered to
the Company or (2) through the use of corporate information or property; or(b)
    
    which either is rejected on the Companys behalf or approved
for the non-employee directors participation by a majority of the Companys




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disinterested directors, after being fully informed of the material facts in
respect thereof, including the non-employee directors interests therein.
 (f)
    
    Person means an individual, a partnership, a corporation, a limited liability
company, an unlimited liability company, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization or any governmental authority.(g)
    
    Real Estate Acquisition means any acquisition, directly or through an
Affiliate of the referenced Person, of improved or unimproved real estate, either
directly or through the acquisition of equity or voting securities of a Person, the
principal asset of which is such improved or unimproved real estate.