##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller
reporting company)
 o þ




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DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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##### 



BFC FINANCIAL CORPORATION
 Amendment No. 1 to
Annual Report on Form 10-K
for the year ended December 31, 2009
 TABLE OF CONTENTS
 PagePART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    2Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    15Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 14.
    
    Principal Accounting Fees and Services
    
    
    21PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    22EX-31.1EX-31.2EX-31.3




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionAlan B. Levan
    
    
    65
    
    
    Chairman, Chief Executive Officer and PresidentJohn E. Abdo
    
    
    66
    
    
    Vice ChairmanSeth M. Wise
    
    
    40
    
    
    Executive Vice President and DirectorJohn K. Grelle
    
    
    66
    
    
    Executive Vice President and Chief Financial OfficerMaria R. Scheker
    
    
    52
    
    
    Chief Accounting OfficerJames Blosser
    
    
    72
    
    
    DirectorD. Keith Cobb
    
    
    69
    
    
    DirectorDarwin Dornbush
    
    
    80
    
    
    DirectorOscar Holzmann
    
    
    67
    
    
    DirectorJarett S. Levan
    
    
    36
    
    
    DirectorAlan J. Levy
    
    
    70
    
    
    DirectorJoel Levy
    
    
    70
    
    
    DirectorWilliam Nicholson
    
    
    64
    
    
    DirectorWilliam Scherer
    
    
    62
    
    
    DirectorNeil Sterling
    
    
    58
    
    
    Director
   2




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3
    Table of Contents         4




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.bfcfinancial.com
 Audit Committee Members and Financial Expert
 
  5




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Item 11. Executive Compensation.
 Summary Compensation Table
  Change inPension ValueandNonqualifiedNon-equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    CompensationPrincipal Position
    
    Source (1)
    
    
    Year
    
    
    Salary($)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(3)
    
    
    ($)(6)
    
    
    ($)(7)
    
    
    ($)(8)
    
    
    Total($)Alan B. Levan,
    
    BFC
    
    
    2009
    
    
    
    1,026,420
    
    
    
    400,000
    
    
    
    
    
    
    
    126,782
    (4)
    
    
    
    
    
    
    
    
    
    
    258,550
    
    
    
    1,811,752Chairman of the
    
    BBX
    
    
    2009
    
    
    
    540,859
    
    
    
    377,511
    
    
    
    
    
    
    
    
    
    
    
    901,111
    
    
    
    73,151
    
    
    
    26,450
    
    
    
    1,919,082Board, President and
    
    BXG
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive Officer1,567,279
    
    
    
    777,511
    
    
    
    
    
    
    
    126,782
    
    
    
    901,111
    
    
    
    73,151
    
    
    
    285,000
    
    
    
    3,730,834BFC
    
    
    2008
    
    
    
    828,593
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    267,956
    
    
    
    
    
    
    
    229,363
    
    
    
    1,825,912BBX
    
    
    2008
    
    
    
    541,828
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283,055
    
    
    
    20,934
    
    
    
    21,771
    
    
    
    867,588BXG
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    495,580
    (5)
    
    
    370,700
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    866,2801,370,421
    
    
    
    500,000
    
    
    
    495,580
    
    
    
    370,700
    
    
    
    551,011
    
    
    
    20,934
    
    
    
    251,134
    
    
    
    3,559,780John E. Abdo,
    
    BFC
    
    
    2009
    
    
    
    1,026,420
    
    
    
    400,000
    
    
    
    
    
    
    
    134,427
    (4)
    
    
    
    
    
    
    
    
    
    
    307,740
    
    
    
    1,868,587Vice Chairman
    
    BBX
    
    
    2009
    
    
    
    540,859
    
    
    
    377,511
    
    
    
    
    
    
    
    
    
    
    
    901,111
    
    
    
    (8,274
    )
    
    
    8,444
    
    
    
    1,819,651of the Board
    
    BXG
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,433
    
    
    
    6,4331,567,279
    
    
    
    777,511
    
    
    
    
    
    
    
    134,427
    
    
    
    901,111
    
    
    
    (8,274
    )
    
    
    322,617
    
    
    
    3,694,670BFC
    
    
    2008
    
    
    
    811,957
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    223,219
    
    
    
    
    
    
    
    307,740
    
    
    
    1,842,916BBX
    
    
    2008
    
    
    
    509,274
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    281,785
    
    
    
    12,147
    
    
    
    9,240
    
    
    
    812,446BXG
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    495,580
    (5)
    
    
    370,700
    (5)
    
    
    
    
    
    
    
    
    
    
    5,634
    
    
    
    871,9141,321,231
    
    
    
    500,000
    
    
    
    495,580
    
    
    
    370,700
    
    
    
    505,004
    
    
    
    12,147
    
    
    
    322,614
    
    
    
    3,527,276Seth M. Wise,
    
    BFC
    
    
    2009
    
    
    
    350,007
    
    
    
    175,000
    
    
    
    
    
    
    
    17,585
    (4)
    
    
    
    
    
    
    
    
    
    
    17,000
    
    
    
    559,592Executive
    
    BBX
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    40Vice President (9)
    
    BXG
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,007
    
    
    
    175,000
    
    
    
    
    
    
    
    17,585
    
    
    
    
    
    
    
    
    
    
    
    17,040
    
    
    
    559,632
 
 (1)
    
    Amounts identified as BFC represent amounts paid or accrued by the
Company and compensation paid or accrued by Woodbridge prior to the
Woodbridge Merger. Amounts identified as BBX represent amounts paid or
accrued by BankAtlantic Bancorp and BankAtlantic. Amounts identified
as BXG represent amounts paid or accrued by Bluegreen.(2)
    
    Represent discretionary cash bonuses paid to each of the Named
Executive Officers based on a subjective evaluation of their overall
performance in areas outside those that are objectively measured from
financial results. 6




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(3)
    
    In accordance with a recent SEC rule amendment, amounts for stock and
options awards reflect the aggregate grant date fair value of the
awards rather than the dollar amount recognized for financial
statement purposes for the fiscal year, as previously required.(4)
    
    Represent option awards granted by the Company to the 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 option awards are included in footnote 28 to the
Companys consolidated financial statements included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on April 13, 2010.(5)
    
    Messrs. Levan and Abdo are not officers of Bluegreen; however, they
serve as Chairman and Vice Chairman, respectively, of Bluegreens
Board of Directors and have in the past and may in the future receive
compensation from Bluegreen in consideration for their service in such
capacities. During 2008, each of Messrs. Alan Levan and Abdo received
options to acquire 50,000 shares of Bluegreens common stock at an
exercise price of $9.31 per share, which options are scheduled to vest
on May 21, 2013 and expire on May 21, 2018. During 2008, each of
Messrs. Alan Levan and Abdo were also granted 71,000 shares of
restricted common stock of Bluegreen and options to purchase an
additional 71,000 shares of Bluegreens common stock at an exercise
price of $7.50 per share. These additional options and restricted
shares are scheduled to vest on May 21, 2013 (and the options are
scheduled to expire on May 21, 2015); however, in the event of a
change-in-control of Bluegreen at a price of at least $12.50 per share
of common stock, a percentage (of up to 100%) of the options and
restricted shares will vest depending on both the timing of the
change-in-control and the actual price for a share of Bluegreens
common stock in the transaction which results in the
change-in-control. Assumptions used in the calculation of the grant
date fair value of these stock and option awards are included in
footnote 1 to Bluegreens consolidated financial statements included
in Bluegreens Annual Report on Form 10-K for the year ended December
31, 2009, filed with the SEC on March 31, 2010.(6)
    
    Each of the Company and BankAtlantic Bancorp have in place an annual
incentive program, which is a cash bonus plan intended to promote
achievement of certain corporate strategic goals and initiatives. The
2008 amounts relating to the Company represent cash bonuses granted 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 payable to Messrs. Alan Levan and Abdo, respectively,
under the BankAtlantic Profit Sharing Stretch Plan with respect to the
fourth quarter of 2007, but paid to Messrs. Alan Levan and Abdo during
the first quarter of 2008.(7)
    
    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. 7




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(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
    
    
    WiseBFCPerquisites 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
    
    
    
    
    
    
    
    
    
    
    9,800Management fees paid to Abdo Companies, Inc.
    
    
    
    
    
    
    306,240
    
    
    
    Amounts paid for automobile expenses
    
    
    15,312
    
    
    
    
    
    
    
    7,200All other compensation
    
    $
    258,550
    
    
    $
    307,740
    
    
    $
    17,000BBXPerquisites 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
    
    
    
    40All other compensation
    
    $
    26,450
    
    
    $
    8,444
    
    
    $
    40BXGPerquisites 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. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.(9)
    
    Mr. Wise was appointed to serve as Executive Vice President of the Company during
September 2009 in connection with the consummation of the Woodbridge Merger. Because
Mr. Wise was not a named executive officer of the Company for 2008, no compensation
information with respect to Mr. Wise is provided for 2008. Option Grants and Re-Pricings  2009
   8




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Outstanding Equity Awards at Fiscal Year-End  2009
  Option AwardsEquityIncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    DateAlan B. Levan
    
    
    210,579
    (1) (3)
    
    
    
    
    
    
    N/A
    
    
    $
    0.41
    (9)
    
    
    2/7/201393,750
    (1) (4)
    
    
    
    
    
    
    
    
    
    $
    0.41
    (9)
    
    
    7/28/201475,000
    (2) (5)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    7/11/201575,000
    (2) (6)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    6/5/201675,000
    (2) (7)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    6/4/2017152,680
    (2) (8)
    
    
    
    
    
    $
    0.41
    
    
    
    9/21/2014John E. Abdo
    
    
    210,579
    (1) (3)
    
    
    
    
    
    
    N/A
    
    
    $
    0.41
    (9)
    
    
    2/7/201393,750
    (1) (4)
    
    
    
    
    
    
    
    
    
    $
    0.41
    (9)
    
    
    7/28/201475,000
    (2) (5)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    7/11/201575,000
    (2) (6)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    6/5/201675,000
    (2) (7)
    
    
    
    
    
    $
    0.41
    (9)
    
    
    6/4/2017187,380
    (2) (8)
    
    
    
    
    
    $
    0.41
    
    
    
    9/21/2014Seth M. Wise
    
    
    
    
    
    
    79,824
    (2) (8)
    
    
    
    
    
    $
    0.41
    
    
    
    9/21/2014
 
 (1)
    
    Represents options to purchase shares of the Companys Class B Common Stock (Class B Stock).(2)
    
    Represents options to purchase shares of the Companys Class A Stock.(3)
    
    Vested on February 7, 2008.(4)
    
    Vested on July 28, 2009.(5)
    
    Vests on July 11, 2010.(6)
    
    Vests on June 5, 2011.(7)
    
    Vests on June 4, 2012.(8)
    
    Vests in four equal annual installments beginning on September 21, 2010.(9)
    
    As described above, options were re-priced on September 21, 2009 to $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). 9




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Option AwardsEquityIncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions(1)
    
    
    Options(1)
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    DateAlan B. Levan
    
    
    15,676
    (2)
    
    
    
    
    
    
    N/A
    
    
    $
    42.79
    
    
    
    3/4/201215,676
    (3)
    
    
    
    
    
    
    
    
    
    $
    37.05
    
    
    
    3/31/201312,000
    (4)
    
    
    
    
    
    
    
    
    
    $
    91.00
    
    
    
    7/5/201412,000
    (5)
    
    
    
    
    
    $
    95.10
    
    
    
    7/11/201512,000
    (6)
    
    
    
    
    
    $
    74.05
    
    
    
    7/10/201612,000
    (7)
    
    
    
    
    
    $
    46.90
    
    
    
    6/4/2017John E. Abdo
    
    
    10,451
    (2)
    
    
    
    
    
    
    N/A
    
    
    $
    42.79
    
    
    
    3/4/201210,451
    (3)
    
    
    
    
    
    
    
    
    
    $
    37.05
    
    
    
    3/31/20138,000
    (4)
    
    
    
    
    
    
    
    
    
    $
    91.00
    
    
    
    7/5/20148,000
    (5)
    
    
    
    
    
    $
    95.10
    
    
    
    7/11/20158,000
    (6)
    
    
    
    
    
    $
    74.05
    
    
    
    7/10/20168,000
    (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)
    
    Vested on July 6, 2009.(5)
    
    Vests on July 12, 2010.(6)
    
    Vests on July 11, 2011.(7)
    
    Vests on June 5, 2012. 10




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##### Table of Contents



Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    
    IncentiveIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions(1)
    
    
    Options(1)
    
    
    Unearned
    
    
    Option
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedAlan B. Levan
    
    
    50,000
    (1)
    
    
    
    
    
    
    
    
    
    $
    18.36
    
    
    
    7/20/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (2)
    
    
    
    
    
    $
    12.07
    
    
    
    7/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (3)
    
    
    
    
    
    $
    11.98
    
    
    
    7/18/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000
    (4)
    
    
    
    
    
    $
    7.50
    
    
    
    5/21/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (5)
    
    
    
    
    
    $
    9.31
    
    
    
    5/21/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000
    (4)
    
    $
    171,820
    
    
    
    
    
    
    
    John E. Abdo
    
    
    50,000
    (1)
    
    
    
    
    
    
    
    
    
    $
    18.36
    
    
    
    7/20/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (2)
    
    
    
    
    
    $
    12.07
    
    
    
    7/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (3)
    
    
    
    
    
    $
    11.98
    
    
    
    7/18/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000
    (4)
    
    
    
    
    
    $
    7.50
    
    
    
    5/21/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (5)
    
    
    
    
    
    $
    9.31
    
    
    
    5/21/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000
    (4)
    
    $
    171,820
    
    
    
    
    
    
    
    
 
 (1)
    
    Vested on July 20, 2005.(2)
    
    Vests on July 19, 2011.(3)
    
    Vests on July 18, 2012.(4)
    
    Scheduled to vest on May 21, 2013; however, in the event of a
change-in-control of Bluegreen at a price of at least $12.50 per share
of common stock, a percentage (of up to 100%) of the options and
restricted shares will vest depending on both the timing of the
change-in-control and the actual price for a share of Bluegreens
common stock in the transaction which results in the
change-in-control.(5)
    
    Vests on May 21, 2013. Pension Benefits  2009
  Present ValueNumber of Years
    
    
    of Accumulated
    
    
    Payments DuringName
    
    
    Plan Name
    
    Credited Service
    
    
    Benefit(1)
    
    
    Last Fiscal YearAlan B. Levan
    
    Retirement Plan for Employees of BankAtlantic
    
    
    26
    
    
    $
    1,061,527
    
    
    $
    0John E. Abdo
    
    Retirement Plan for Employees of BankAtlantic
    
    
    14
    
    
    
    441,236
    
    
    
    0
 
 (1)
    
    Assumptions used in the calculation of these amounts are included in
footnote 19 to BankAtlantic Bancorps consolidated financial
statements included in BankAtlantic Bancorps Annual Report on Form
10-K for the year ended December 31, 2009, filed with the SEC on March
19, 2010, except that retirement age was assumed to be 65, the normal
retirement age as defined in the BankAtlantic Retirement Plan. 11




---



##### Table of Contents



BankAtlantic Retirement Plan
     Estimated Annual BenefitsYears of Credited Service at December 31, 1998Average Five Year Compensation at December 31, 1998
    
    5 Years
    
    
    10 Years
    
    
    20 Years
    
    
    30 Years
    
    
    40 Years$120,000
    
    $
    10,380
    
    
    $
    20,760
    
    
    $
    41,520
    
    
    $
    62,280
    
    
    $
    83,160$150,000
    
    
    13,005
    
    
    
    26,010
    
    
    
    52,020
    
    
    
    78,030
    
    
    
    104,160$160,000 and above
    
    
    13,880
    
    
    
    27,760
    
    
    
    55,520
    
    
    
    83,280
    
    
    
    111,160
 12




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##### Table of Contents



BankAtlantic Split-Dollar Plan
  Compensation of Directors
   13




---



##### Table of Contents



Director Compensation Table  2009
  Change inPension ValueFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All Otherin Cash($)
    
    
    Awards($)
    
    
    Awards(1)(2)($)
    
    
    Compensation($)
    
    
    Earnings($)
    
    
    Compensation($)
    
    
    Total($)James Blosser (3)
    
    
    18,375
    
    
    
    
    
    
    
    14,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,035D. Keith Cobb (4)
    
    
    68,375
    
    
    
    
    
    
    
    1,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,671Darwin Dornbush (3)
    
    
    17,500
    
    
    
    
    
    
    
    3,277
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,777Oscar Holzmann
    
    
    73,750
    
    
    
    
    
    
    
    15,912
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,662Jarett S. Levan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    12,500Alan J. Levy (3)
    
    
    17,500
    
    
    
    
    
    
    
    2,110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,610Joel Levy (3)
    
    
    21,250
    
    
    
    
    
    
    
    8,743
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,993William Nicholson (3)
    
    
    20,000
    
    
    
    
    
    
    
    14,398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,398William R. Scherer (3)
    
    
    17,500
    
    
    
    
    
    
    
    4,203
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,703Neil Sterling
    
    
    71,000
    
    
    
    
    
    
    
    15,912
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,912Earl Pertnoy (5)
    
    
    5,292
    
    
    
    
    
    
    
    3,181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,473
 
 (1)
    
    Amounts represent the aggregate of the grant date fair value of option awards which were
granted during 2009 and the incremental value of the option awards which were re-priced during
2009, in each case as described above. Assumptions used in the calculation of these amounts
are included in footnote 28 to the Companys consolidated financial statements included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC
Commission on April 13, 2010.(2)
    
    The table below sets forth the aggregate number of stock options held as by each of the
above-named directors as of December 31, 2009. None of the above-named directors held any
shares of restricted stock as of December 31, 2009. StockName
    
    OptionsJames 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)
    
    Represents options to purchase shares of Class A Stock.(b)
    
    Represents options to purchase shares of Class B Stock.
 14




---



##### Table of Contents



(c)
    
    Represents options to purchase shares of Class A Stock and Class B Stock as
follows: Mr. Holzmann  151,223 shares of Class A Stock and 20,290 shares of Class B
Stock; and Mr. Sterling  151,223 shares of Class A Stock and 20,290 shares of Class B
Stock.(d)
    
    Represents options held by Pertnoy Parent Limited Partnership at December 31,
2009 which expired during January 2010. Mr. Pertnoy was the President of Pertnoy Parent,
Inc., the General Partner of Pertnoy Parent Limited Partnership.
 (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.
  
 Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
 Security Ownership of Certain Beneficial Owners and Management
  15




---



##### Table of Contents



Class A
    
    
    Class B
    
    
    Percent of
    
    
    Percent ofStock
    
    
    Stock
    
    
    Class A
    
    
    Class BName of Beneficial Owner
    
    Notes
    
    Ownership
    
    
    Ownership
    
    
    Stock
    
    
    StockFlorida Partners Corporation
    
    (1,2,4,5)
    
    
    1,270,294
    
    
    
    133,314
    
    
    
    2.0
    %
    
    
    1.9
    %I.R.E. Properties, Inc.
    
    (1,2,4,5)
    
    
    4,662,929
    
    
    
    561,017
    
    
    
    7.6
    %
    
    
    8.2
    %Levan Enterprises, Ltd.
    
    (1,2,4,5)
    
    
    1,299,130
    
    
    
    146,865
    
    
    
    2.1
    %
    
    
    2.1
    %Alan B. Levan
    
    (1,2,3,4,5,6,7)
    
    
    79,555
    
    
    
    2,406,235
    
    
    
    3.5
    %
    
    
    33.6
    %John E. Abdo
    
    (1,2,3,4,6,7)
    
    
    3,384,292
    
    
    
    3,273,797
    
    
    
    9.3
    %
    
    
    45.7
    %Seth M. Wise
    
    (2)
    
    
    5,091
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %D. Keith Cobb
    
    (1,2,3)
    
    
    97,656
    
    
    
    6,250
    
    
    
    *
    
    
    
    *Darwin Dornbush
    
    (2)
    
    
    35,211
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %Oscar Holzmann
    
    (1,2,3)
    
    
    164,361
    
    
    
    20,290
    
    
    
    *
    
    
    
    *Jarett S. Levan
    
    (2,7)
    
    
    10,753
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %Alan J. Levy
    
    (2)
    
    
    42,206
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %Joel Levy
    
    (2)
    
    
    21,872
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %William Nicholson
    
    (2)
    
    
    19,954
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %William Scherer
    
    (2)
    
    
    131,831
    
    
    
    
    
    
    
    *
    
    
    
    0.0
    %Neil Sterling
    
    (1,2,3)
    
    
    164,361
    
    
    
    20,290
    
    
    
    *
    
    
    
    *Dr. Herbert A. Wertheim
    
    (1,8)
    
    
    3,968,157
    
    
    
    416,448
    
    
    
    6.4
    %
    
    
    6.1
    %Pennant Capital Management, L.L.C
    
    (9)
    
    
    10,415,492
    
    
    
    
    
    
    
    15.2
    %
    
    
    0.0
    %Greek Investments, Inc.
    
    (10)
    
    
    5,151,713
    
    
    
    
    
    
    
    7.5
    %
    
    
    0.0
    %SC Fundamental Value Fund L.P.
    
    (11)
    
    
    3,928,108
    
    
    
    
    
    
    
    5.7
    %
    
    
    0.0
    %All directors and executive officers
of the Company as of April 8, 2010
as a group (15 persons)
    
    (1,2,3,4,5,6,7)
    
    
    11,389,539
    
    
    
    6,578,205
    
    
    
    23.8
    %
    
    
    87.5
    %
 
 *
    
    Less than one percent of class.(1)
    
    Class B Stock is convertible on a share-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 8, 2010
pursuant to the exercise of stock options to purchase Class A Stock or Class B
Stock as follows: Alan B. Levan  304,329 shares of Class B Stock; John E.
Abdo  304,329 shares of Class B Stock; D. Keith Cobb  6,250 shares of Class
B Stock; Oscar Holzmann  151,223 shares of Class A Stock and 20,290 shares of
Class B Stock; and Neil Sterling  151,223 shares of Class A Stock and 20,290
shares of Class B Stock. The group total also includes options held by Maria
R. Scheker, the Companys Chief Accounting Officer, to purchase 10,147 shares
of Class B Stock.(4)
    
    The Company may be deemed to be controlled by Messrs. Alan Levan and Abdo, who
collectively may be deemed to have an aggregate beneficial ownership of shares
of the Companys Class A Stock and Class B Stock, including shares that may be
acquired pursuant to the exercise of stock options (as set forth in footnote 3
above), representing approximately 71.6% of the total voting power of the
Company. 16




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##### Table of Contents



(5)
    
    I.R.E. Properties, Inc. is 100% owned by Levan Enterprises, Ltd., and Levan
Enterprises, Ltd. may be deemed to be the controlling shareholder of Florida
Partners Corporation. Levan Enterprises, Ltd. is a limited partnership whose
sole general partner is Levan General Corp., a corporation 100% owned by Mr.
Alan Levan. Therefore, Mr. Alan Levan may be deemed to be the beneficial owner
of the shares of the Companys Class A Stock and Class B Stock owned by each of
such entities. In addition to Mr. Alan Levans personal holdings of the
Companys Class A Stock and Class B Stock, he may be deemed to be the
beneficial owner of 11,440 shares of Class A Stock and 1,200 shares of Class B
Stock held of record by his wife. Excluding shares of Class B Stock
beneficially owned by Mr. Alan Levan (which are convertible at any time in his
discretion on a share-for-share basis into Class A Stock), Mr. Alan Levan may
be deemed to beneficially own, in the aggregate, 7,311,908 shares, or 10.7%, of
the Companys Class A Stock. He may also be deemed to beneficially own, in the
aggregate, 3,247,431 shares, or 45.4%, of the Companys Class B Stock.
Collectively, these shares represent approximately 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)
    
    Mr. Jarett Levan is the son of Mr. Alan Levan.(8)
    
    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.(9)
    
    Based on the Schedule 13G/A filed with the SEC on February 16, 2010, a group
consisting of Pennant Capital Management, L.L.C and certain of its affiliates
have shared voting and dispositive power over such shares. The mailing address
of Pennant Capital Management, L.L.C and each of the other group members is 26
Main Street, Suite 203, Chatham, NJ 07928.(10)
    
    Based on the Schedule 13G/A filed with the SEC on February 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 Rico
00922-0908. The mailing address of its affiliates (Jorge Constantino and
Panayotis Constantino) is Zalokosta 14, Paleo Psihiko, Athens, 15452 Greece.(11)
    
    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 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. is
c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman
KY1-1003, Cayman Islands. Equity Compensation Plan Information
  17




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Certain Relationships and Related Transactions
     At and For the Year Ended December 31, 2009BankAtlantic(in thousands)
    
    
    
    BFC
    
    
    Woodbridge
    
    
    Bancorp
    
    
    BluegreenShared service income (expense)
    
    (a)
    
    $
    3,153
    
    
    
    (811
    )
    
    
    (1,805
    )
    
    
    (537
    )Facilities cost
    
    (a)
    
    $
    (260
    )
    
    
    (113
    )
    
    
    319
    
    
    
    54Interest income (expense) from cash
balance/deposits
    
    (b)
    
    $
    5
    
    
    
    34
    
    
    
    (39
    )
    
    
    Cash and cash equivalents and (deposits)
    
    (b)
    
    $
    20,863
    
    
    
    
    
    
    
    (20,863
    )
    
    
    
 At and For the Year Ended December 31, 2008BankAtlantic(in thousands)
    
    
    
    BFC
    
    
    Woodbridge
    
    
    Bancorp
    
    
    BluegreenShared service income (expense)
    
    (a)
    
    $
    3,157
    
    
    
    (1,135
    )
    
    
    (1,593
    )
    
    
    (429
    )Facilities cost
    
    (a)
    
    $
    (245
    )
    
    
    (101
    )
    
    
    271
    
    
    
    75Interest income (expense) from cash
balance/securities sold under
agreements to
repurchase
    
    (b)
    
    $
    8
    
    
    
    72
    
    
    
    (80
    )
    
    
    Cash and cash equivalents and (securities
sold under agreements to repurchase)
    
    (b)
    
    $
    263
    
    
    
    4,433
    
    
    
    (4,696
    )
    
    
    
 
 (a)
    
    Pursuant to the terms of shared service agreements between the Company
and BankAtlantic Bancorp, subsidiaries of 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. Additionally, the Company provides certain
risk management and administrative services to Bluegreen. The costs of
shared services are allocated based upon the usage of the respective
services. Also, as part of the shared service arrangement, the Company
pays BankAtlantic Bancorp and Bluegreen for office facilities costs
relating to the Company and its shared service operations. 18




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##### Table of Contents



In May 2008, the Company and BFC Shared Service Corporation, a wholly
owned subsidiary of the Company (BFC Shared Service), entered into
office lease agreements with BankAtlantic under which the Company and
BFC Shared Service agreed to pay BankAtlantic an annual rent of
approximately $294,000 for office space in BankAtlantics corporate
headquarters. In May 2009, the lease agreement was amended to increase
the annual rent to approximately $304,000. In May 2008, the Company
also entered into an office sub-lease agreement with Woodbridge
pursuant to which Woodbridge agreed to sub-lease from the Company
office space in BankAtlantics corporate headquarters at an annual
rent of approximately $152,000. In May 2009, the sub-lease agreement
was amended to decrease the amount of office space subject to the
sub-lease and, accordingly, to decrease the annual rent to
approximately $141,000. For the 2009 period prior to the consummation
of the Woodbridge Merger and the year ended December 31, 2008, rent
expense paid to BFC under this sub-lease agreement was approximately
$113,000 and $101,000, respectively.(b)
    
    The Company and Woodbridge entered into securities sold under
agreements to repurchase transactions with BankAtlantic in the
aggregate of approximately $4.7 million at December 31, 2008. These
transactions were on the same general terms as BankAtlantic repurchase
agreements with unaffiliated third parties. The Company did not have
any securities sold under agreements to repurchase with BankAtlantic
at December 31, 2009. In addition, the Company had deposits at
BankAtlantic totaling $20.9 million as of December 31, 2009. These
deposits were on the same general terms as deposits made by
unaffiliated third parties. The Company did not have any deposits at
BankAtlantic as of December 31, 2008. The aggregate interest income
recognized in connection with these funds held at BankAtlantic was
approximately $39,000 and $80,000 for the years ended December 31,
2009 and 2008, respectively. Additionally, during 2009, the Company
invested funds through the Certificate of Deposit Account Registry
Service (CDARS) program at BankAtlantic, which facilitates the
placement of funds into certificates of 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.   19




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##### Table of Contents



As of December 31, 2009
    
    
    As of December 31, 2008BankAtlantic
    
    
    Weighted
    
    
    BankAtlantic
    
    
    WeightedBancorps
    
    
    Average
    
    
    Bancorps
    
    
    AverageClass A
    
    
    Exercise
    
    
    Class A
    
    
    ExerciseCommon Stock
    
    
    Price
    
    

Common Stock
    
    
    PriceOptions outstanding
    
    
    45,476
    
    
    $
    53.57
    
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    6,181
    
    
    $
    95.10
    
    
    
    13,610
    
    
    $
    92.85
  Director Independence
  
    
    Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp and BankAtlantic.
The Company owns shares of BankAtlantic Bancorps Class A Common Stock and Class B Common
Stock representing approximately 65% 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 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.
 20




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##### Table of Contents



Item 14. Principal Accounting Fees and Services.
  2009
    
    
    2008(in thousands)BFC Financial
CorporationAudit fees
    
    
    1,067
    (1)
    
    
    469
    (1)Audit  related fees
    
    
    89
    (3)
    
    
    Tax fees
    
    
    5
    
    
    
    All other fees
    
    
    
    
    
    
    BankAtlantic BancorpAudit fees
    
    
    1,582
    (1)
    
    
    1,675
    (1)Audit  related fees
    
    
    74
    (3)
    
    
    77
    (3)Tax fees
    
    
    
    
    
    
    All other fees
    
    
    40
    
    
    
    WoodbridgeAudit fees
    
    
    150
    (2)
    
    
    715
    (2)Audit  related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    
 
 (1)
    
    Includes fees for services primarily related to each companys
respective annual financial statement audits, the 2009 and 2008 audits
of effectiveness of internal control over financial reporting and the
review of quarterly financial statements filed in each companys
Quarterly Reports on Form 10-Q.(2)
    
    Includes fees for services primarily related to Woodbridges 2008
annual financial statement audit, the 2008 audit of the effectiveness
of Woodbridges internal control over financial reporting and the
review of quarterly financial statements filed in Woodbridges
Quarterly Reports on Form 10-Q for each quarter during 2008 and the
first two quarters of 2009 prior to its merger with a wholly owned
subsidiary of the Company.(3)
    
    Includes primarily fees related to registration statements filed by
the Company and BankAtlantic Bancorp with the SEC and, for 2008, an
audit of BankAtlantic Bancorps employee benefit plans. 21




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 (a)
    
    Documents filed as part of this Amendment No. 1 to Annual Report onForm 10-K:
 (3)
    
    Exhibits
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.3
    
    
    Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
 22




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##### Table of Contents



SIGNATURES
  BFC FINANCIAL CORPORATIONApril 30, 2010
    By:
    /s/ Alan B. LevanAlan B. Levan,Chairman, Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ Alan B. Levan

Alan B. Levan
    
    Chairman, Chief Executive Officer and President
    
    April 30, 2010/s/ John E. Abdo

John E. Abdo
    
    Vice Chairman
    
    April 30, 2010/s/ Seth M. Wise

Seth M. Wise
    
    Executive Vice President and Director
    
    April 30, 2010/s/ John K. Grelle

John K. Grelle
    
    Chief Financial Officer
    
    April 30, 2010/s/ Maria R. Scheker

Maria R. Scheker
    
    Chief Accounting Officer
    
    April 30, 2010/s/ James Blosser

James Blosser
    
    Director
    
    April 30, 2010/s/ D. Keith Cobb

D. Keith Cobb
    
    Director
    
    April 30, 2010/s/ Darwin Dornbush

Darwin Dornbush
    
    Director
    
    April 30, 2010/s/ Oscar J. Holzmann

Oscar J. Holzmann
    
    Director
    
    April 30, 2010/s/ Jarett S. Levan

Jarett S. Levan
    
    Director
    
    April 30, 2010/s/ Alan J. Levy

Alan J. Levy
    
    Director
    
    April 30, 2010/s/ Joel Levy

Joel Levy
    
    Director
    
    April 30, 2010/s/ William Nicholson

William Nicholson
    
    Director
    
    April 30, 2010/s/ William Scherer

William Scherer
    
    Director
    
    April 30, 2010/s/ Neil A. Sterling

Neil A. Sterling
    
    Director
    
    April 30, 2010
 23




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.3
    
    
    Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
 24