Edgar Filing: BFC FINANCIAL CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[x] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

BFC FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)

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previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2002

Fort Lauderdale, Florida
April 19, 2002
To the Stockholders of BFC Financial Corporation:

The Annual Meeting of Stockholders of BFC Financial Corporation (the "Company")
will be held at the Westin Hotel Fort Lauderdale, 400 Corporate Drive (I-95 and
Cypress Creek Road), Fort Lauderdale, FL 33334, on Wednesday, May 22, 2002, at
10:00 a.m. local time for the following purposes:

1. To elect two members to the Board of Directors, one to serve a term
of three years and the other to serve a term of one year;

2. To consider and vote upon an amendment to the Company's Articles of
Incorporation (the "Amendment") which, if adopted, will, among other
things: (i) grant to holders of the Company's Class A Common Stock,
which currently has no voting rights except under limited
circumstances provided by Florida law, one vote per share, which
will, in the aggregate initially represent 22.0% of the combined
voting power of the Class A Common Stock and the Class B Common
Stock as of the date that the Amendment is first adopted, (ii)
thereafter, based upon the number of shares of Class B Common Stock
outstanding from time to time, grant to holders of Class B Common
Stock such number of votes per share which will initially represent
78.0% of the combined voting power of the Class A Common Stock and
Class B Common Stock and which will thereafter decline but which
will in no case represent less than 47.0% of the combined voting
power of the Class A Common Stock and Class B Common Stock, and
(iii) provide for class voting on certain matters (the "Amendment");
and

3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof, including
any matters relating or incident to the foregoing.

The foregoing matters are described in more detail in the Proxy Statement, which
forms a part of this Notice.

Only stockholders of record at the close of business on April 16, 2002 are
entitled to notice of and to vote at the Annual Meeting. Class A Common
Stockholders will be entitled to vote on the approval of the Amendment but will
not otherwise be entitled to vote at the meeting. Class B Common Shareholders
will be entitled to vote on all matters properly brought before the meeting.

Enclosed for your review and consideration is a proxy statement in connection
with the solicitation of proxies on behalf of the Board of Directors of the
Company for use at the Annual Meeting of Stockholders. You are urged to read the
proxy statement carefully. YOUR VOTE IS IMPORTANT.

Whether or not you expect to attend the meeting in person, please mark, sign and
return the accompanying proxy card in the enclosed envelope. If you later desire
to revoke your proxy, you may do so at any time prior to its exercise by giving
written notice to the Secretary of the Company, by executing a subsequent dated
proxy or by personally attending and voting at the Annual Meeting. Any proxy
that is not revoked will be voted at the meeting as directed in the proxy, or,
where no direction is given, the proxy will be voted in accordance with the
recommendations of the Board of Directors.

Sincerely,

/s/ Glen R. Gilbert

Glen R. Gilbert
Secretary

BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
to be used at the 2002 Annual Meeting of Stockholders (the "Annual Meeting") of
BFC Financial Corporation (the "Company" or "BFC") to be held on Wednesday, May
22, 2002, commencing at 10:00 AM, local time, at the Westin Hotel Fort
Lauderdale, 400 Corporate Drive (I-95 and Cypress Creek Road), Fort Lauderdale,
FL 33334, and any adjournment thereof for the purposes set forth in the
accompanying Notice of Meeting.

This solicitation of proxies is made on behalf of the Board of Directors of the
Company.

Each proxy solicited hereby, if properly executed and received by the Company
prior to the Annual Meeting and not revoked prior to its use, will be voted in
accordance with the instructions contained therein. Executed proxies with no
instructions contained therein will be voted for the election of the nominees
for director described below and for the approval of the amendment of the
Company's Articles of Incorporation (the "Amendment"). Although the Board of
Directors is unaware of any matters to be presented at the Annual Meeting other
than matters disclosed herein, if any other matters are properly brought before
the Annual Meeting, the persons named in the enclosed form of proxy would vote
as proxies in accordance with their own best judgment on those matters.

Holders of the Company's Class A Common Stock will be entitled to vote only on
the approval of the Amendment, and on no other matter. Holders of the Company's
Class B Common Stock will be entitled to vote on the approval of the Amendment,
for the election of the two nominees to the Company's Board of Directors and on
any other matter properly brought before the Annual Meeting.

Any stockholder signing and returning a proxy on the enclosed form has the power
to revoke it at any time before it is exercised by notifying the Secretary of
the Company in writing at the address set forth above, by submitting a duly
executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.

Record Date; Stockholders Entitled to Vote

Only stockholders of record, at the close of business on April 16, 2002 are
entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 6,474,994 shares of Class A Common Stock and 2,382,157 shares of
Class B Common Stock. Holders of the Company's Class A Common Stock are not
entitled to vote on any of the matters to be submitted for a vote at the Annual
Meeting other than the approval of the Amendment. Class B Common Shareholders
are entitled to vote on all matters properly brought before the meeting. Each
holder of Class A Common Stock and each holder of Class B Common Stock is
entitled to one vote for each share held. See "Quorum and Required Vote" and
"Security Ownership Of Certain Beneficial Owners And Management."

Quorum

A majority of the outstanding shares of Class A Common Stock and a majority of
the outstanding shares of Class B Common Stock entitled to vote at the meeting,
represented in person or by proxy, constitutes a quorum to consider and vote
upon the Amendment. A majority of the outstanding shares of Class B Common Stock
entitled to vote at the meeting, represented in person or by proxy, constitutes
a quorum for the transaction of any other business properly brought before the
Annual Meeting, including the election of directors. In the event that there are
not sufficient shares represented for a quorum, the Annual Meeting may be
adjourned from time to time until a quorum is obtained; provided, however, that
if the number of shares of Class A Common Stock present does not constitute a
quorum but a majority of the outstanding shares of Class B Common Stock is
present, the Company may transact any business that does not require the vote of
the holders of Class A Common Stock. Abstentions and "broker non-votes" (as
described below) will be counted to determine the presence of a quorum.

Vote Required for Approval

To elect the two nominees to the Company's Board of Directors, the affirmative
vote of a plurality of the votes cast of Class B Common Stock is required.
Holders of Class A Common Stock have no right to vote in the election of
directors.

To approve the Amendment: (i) the number of votes in favor of the proposal cast
by the holders of Class A Common Stock must exceed the number of votes against
the proposal by the holders of Class A Common Stock, and (ii) holders of a
majority of the issued and outstanding shares of Class B Common Stock must vote
in favor of the proposal. Abstentions and "broker non-votes" by holders of Class
A Common Stock will have no effect on the vote while abstentions and "broker-non
votes" by holders of Class B Common Stock will have the same effect as a vote
"against" the Amendment. For purposes of considering the Amendment, the Class A
Common Stock and Class B Common Stock will vote as separate voting groups.

Brokers who hold shares in "street name" for customers are precluded from
exercising voting discretion with respect to the approval of non-routine matters
such as the Amendment (so called "broker non-votes"). Accordingly, absent
specific and timely instructions from the beneficial owner of such shares,
brokers are not empowered to vote such shares with respect to the approval of
the Amendment.

Security Ownership Of Certain Beneficial Owners And Management

Listed in the table below are the beneficial owners known by the Company to hold
as of March 31, 2002 more than 5% of either class of our outstanding Common
Stock. In addition, this table includes the outstanding securities beneficially
owned by the executive officers and directors and the number of shares owned by
directors and executive officers as a group.

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Class A Class B
Common Stock Common Stock
Ownership as Ownership as Percent of Percent of
of March of March Class A Class B
Name of Beneficial Owner 31, 2002 31, 2002 Common Stock Common Stock
------------------------ -------- -------- ------------ ------------

I.R.E. Realty Advisory Group, Inc. (2)(3)(5) 1,375,000 500,000 21.24% 9.59%
I.R.E. Properties, Inc. (3)(5) 375,832 136,666 5.80% 2.62%
I.R.E. Realty Advisors, Inc. (3)(5) 666,108 242,221 10.29% 4.64%
Florida Partners, Corporation (3)(5) 366,614 133,314 5.66% 2.56%
Levan Enterprises, Ltd. (3)(5) 153,629 55,865 2.37% 1.07%
Alan B. Levan (1)(3)(5) 2,940,483 2,339,673 45.41% 44.85%
John E. Abdo (1)(3)(5) 1,019,563 1,720,750 15.75% 32.99%
Dr. Herbert A. Wertheim (4) 1,145,232 416,448 17.69% 7.98%
Glen R. Gilbert (1)(5) 2,690 143,478 0.04% 2.75%
Earl Pertnoy (1)(5) 18,975 78,150 0.29% 1.50%
All directors and executive officers
Of the Company as a group
(4 persons, including the
Individuals identified above) (1)(3) 3,981,711 4,282,051 61.49% 82.09%

----------

(1) Amount and nature of beneficial ownership and percent of class include
shares that may be acquired within 60 days pursuant to exercise of stock
options to purchase Class B Common Stock as follows: Alan B. Levan
1,270,407 shares, John E. Abdo 1,350,000 shares, Glen R. Gilbert 142,500
shares, and Earl Pertnoy 71,250 shares.

(2) The Company owns 45.5% of I.R.E. Realty Advisory Group, Inc.

(3) The Company may be deemed to be controlled by Alan B. Levan and John E.
Abdo who collectively may be deemed to have an aggregate beneficial
ownership of 68.6% of the outstanding common stock of the Company. Levan
Enterprises, Ltd. is a controlling and majority shareholder of I.R.E.
Realty Advisors, Inc. and I.R.E. Properties, Inc. and may be deemed to be
the controlling shareholder of I.R.E. Realty Advisory Group, Inc. and
Florida Partners Corporation. Levan Enterprises, Ltd. is a limited
partnership whose sole general partner is Levan General Corp., a
corporation 100% owned by Alan B. Levan. Therefore, Mr. Levan may be
deemed to be the beneficial owner of the shares of Common Stock owned by
such entities. Additionally, Mr. Levan may be deemed to be the beneficial
owner of 3,300 shares of Class A Common Stock and 1,200 shares of Class B
Common Stock held of record by Mr. Levan's wife and 1,270,407 shares of
Class B Common Stock which can be acquired within 60 days pursuant to
stock options in addition to his personal holdings of Common Stock, for an
aggregate beneficial ownership of 2,940,483 shares of Class A Common Stock
(45.41%) and 2,339,673 shares of Class B Common Stock (44.85%).

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(4) 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.

(5) Mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale, Florida
33304.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of the
Common Stock of the Company. Copies of all such reports filed with the SEC are
required to be furnished to the Company. Based solely on the Company's review of
the copies of such reports it has received, the Company believes that all of its
executive officers, directors and greater than ten percent beneficial owners
complied with all filing requirements applicable to them with respect to
transactions during the year ended December 31, 2001.

ELECTION OF DIRECTORS

The bylaws of the Company provide that the Board of Directors shall consist of
not less than three nor more than twelve members divided into three classes. The
Board currently consists of three members. The terms of two directors expire at
the Annual Meeting and it is therefore necessary to elect two directors to fill
such positions until their respective successors have been elected and
qualified. Director Carl E.B. McKenry, whose term would have expired in 2003,
died during 2001. Accordingly, the Board of Directors has nominated Earl Pertnoy
to serve as a director in the class whose term expires at the 2003 Annual
Meeting of Shareholders, and has nominated John E. Abdo to serve as a director
in the class whose term expires at the 2005 Annual Meeting of Shareholders. Each
nominee is currently a member of the Company's Board of Directors. All Directors
are to serve until the election and qualification of their respective
successors.

Except as disclosed elsewhere in this Proxy Statement, to the Company's
knowledge, there are no arrangements or understandings between the Company and
any person pursuant to which such person has been or will be elected a director
and there are no familial relationships between any directors and officers of
the Company.

Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees shown below.

The Board of Directors recommends that holders of Class B Common Stock vote FOR
the election of each of the nominees for Director.

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Board Of Directors

The following information is provided for each of the Company's current
directors.

Name Age Director Since Term Expires
---- --- -------------- ------------
John E. Abdo 58 1988 2002
Alan B. Levan 57 1978 2004
Earl Pertnoy 75 1978 2002

Mr. Pertnoy is nominated to serve a one-year term expiring at the 2003 Annual
Meeting of Shareholders and Mr. Abdo is nominated to serve a three-year term
expiring at the 2005 Annual Meeting of Shareholders.

The principal occupation and certain other information with respect to each
director, including the nominees are set forth below.

JOHN E. ABDO has been principally employed as Vice Chairman of BankAtlantic
since April 1987, Chairman of the Executive Committee of BankAtlantic since
October 1985. He has been a director of the Company since 1988 and Vice Chairman
of the Board of the Company since 1993. He has been a director and Vice Chairman
of the Board of BankAtlantic Bancorp, Inc. ("Bancorp") since 1994, a director of
BankAtlantic since 1984 and President of Levitt Companies, a wholly owned
subsidiary of BankAtlantic, since 1985. He has been President and Chief
Executive Officer of the Abdo Companies, Inc., a real estate development,
construction and real estate brokerage firm, for more than five years. He is
also a director of Benihana, Inc., a national restaurant chain.

ALAN B. LEVAN 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., U.S. Capital Securities, Inc., and Florida
Partners Corporation. He is Chairman of the Board, President and Chief Executive
Officer of BankAtlantic Bancorp, Inc., the holding company for BankAtlantic
since 1994, and President and Chairman of the Board of BankAtlantic since 1987.
He is an individual general partner and an officer and a director of the
corporate general partner of a public limited partnership that is affiliated
with the Company.

EARL PERTNOY has for more than the past five years been a real estate investor
and developer. He has been a director of the Company and its predecessor
companies since 1978 and is also a director of the corporate general partner of
a public limited partnership that is affiliated with the Company.

Meetings And Committees Of The Board Of Directors

During 2001, the Board of Directors held seven meetings. No director attended
fewer than seventy-five percent (75%) of the total number of meetings of the
Board of Directors or the committees on which such Board member served during
this period.

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The Members of the Audit Committee for 2001 were Mr. Pertnoy and Mr. McKenry,
who died during 2001. The Audit Committee meets quarterly to consider the
findings of the Company's independent auditors and to evaluate policies and
procedures relating to internal controls. The Audit Committee held four meetings
during the year ended December 31, 2001.

The Members of the Compensation Committee for 2001 were Earl Pertnoy and Carl
E.B. McKenry. The Compensation Committee held one meeting during 2001. The
primary purpose of the Compensation Committee is to establish and implement
compensation policy and programs for the Company's executives. The Compensation
Committee also recommends the compensation arrangements for executive officers
and directors. It also serves as the Stock Option Committee for the purpose of
determining incentive stock options to be granted under the Company's Stock
Option Plan.

The Board of Directors has no standing nominating committee.

Compensation Of Directors

Members of the Board of Directors of the Company who are not employees of the
Company receive $1,750 per month for serving on the Company's Board of
Directors. Additionally, members of the Audit Committee receive a fee of $1,000
per Audit Committee meeting attended. Other than such compensation, there are no
other arrangements pursuant to which any director is compensated for his
services as such.

Identification And Background Of Executive Officers And Certain Significant
Employees

The Executive Officers of the Company are as follows:

Name Age Position
---- --- --------
Alan B. Levan 57 President, Chairman of the Board, Chief
Executive Officer and Director

John E. Abdo 58 Vice Chairman of the Board and Director

Glen R. Gilbert 57 Executive Vice President, Chief Financial
and Accounting Officer and Secretary

The following persons are executive officers of the Company's principal
subsidiary, BankAtlantic Bancorp, Inc. Positions indicated are those held at
BankAtlantic Bancorp, Inc.

Name Age Position at BankAtlantic Bancorp, Inc.
---- --- ---------------------------------------
Alan B. Levan 57 Director, Chairman of the Board and Chief
Executive Officer

John E. Abdo 58 Director, Vice Chairman of the Board

James A. White 58 Executive Vice President and Chief Financial
Officer

All such officers will serve until they resign or are replaced by their
respective Board of Directors.

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Background Of Executive Officers

ALAN B. LEVAN - See "Board Of Directors."

JOHN E. ABDO - See "Board Of Directors."

GLEN R. GILBERT has been Executive Vice President of the Company since July
1997. In May 1987, he was appointed Chief Financial and Accounting Officer and,
in October 1988, was appointed Secretary. He joined the Company in November 1980
as Vice President and Chief Accountant. He has been a certified public
accountant since 1970. He serves as an officer of Florida Partners Corporation
and of the corporate general partner of a public limited partnership that is
affiliated with the Company. He has been Vice President of Levitt Companies
since 1997.

The principal occupation and certain other information with respect to the
executive officers of BankAtlantic Bancorp, Inc. is set forth below.

ALAN B. LEVAN - See "Board Of Directors."

JOHN E. ABDO - See "Board Of Directors."

JAMES A. WHITE is Executive Vice President and Chief Financial Officer of
BankAtlantic Bancorp, Inc. and BankAtlantic. He joined BankAtlantic Bancorp,
Inc. and BankAtlantic in January 2000. Prior to joining BankAtlantic Bancorp,
Inc. and BankAtlantic, Mr. White was Chief Financial Officer of BOK Financial
Corporation.

-7-

Executive Compensation

The following table and the notes thereto set forth information with respect to
the annual compensation paid by the Company and its subsidiaries and
BankAtlantic Bancorp, Inc. and its subsidiaries, for services rendered in all
capacities during the three years ended December 31, 2001 to each of the
executive officers of the Company.

Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
Other ------ ------- All
Name and Annual Restricted Stock Other
Principal Compen- Stock Option LTIP Compen-
Position Source Year Salary Bonus sation Award(s) Award(s) Payouts sation
------------------------------------------------------------------------------------------------------------------------------------

($) ($) ($) ($) (#) ($) ($)
Alan B. Levan BFC 2001 538,510 255,833 -- -- -- 4,480 101,073 (2)
Chairman of the Board, Bancorp 2001 383,405 395,500 -- -- 40,000 -- 134,030 (3)
President and Chief BFC 2000 517,798 92,247 -- -- -- 5,315 97,185 (2)
Executive Officer Bancorp 2000 387,890 312,624 -- -- 60,000 -- 137,635 (3)
BFC 1999 497,406 -- -- -- 75,000 4,898 93,000 (2)
Bancorp 1999 372,705 200,000 -- -- 69,000 -- 141,467 (3)

John E. Abdo BFC 2001 250,000 150,000 -- -- -- 4,880 --
Vice Chairman of the Bancorp 2001 431,700 342,836 -- -- 30,000 -- 15,840 (4)
Board BFC 2000 181,730 112,500 -- -- -- 5,315 --
Bancorp 2000 287,901 190,000 -- -- 30,000 -- 15,840 (4)
BFC 1999 -- -- -- -- 75,000 -- -- (5)
Bancorp 1999 190,739 -- -- -- 34,500 -- 10,640 (4)

Glen R. Gilbert BFC 2001 119,600 29,900 -- -- -- 4,880 --
Executive Vice President, Bancorp 2001 119,600 29,900 -- -- 10,000 -- --
Chief Financial Officer BFC 2000 136,881 17,250 -- -- -- 5,315 --
and Secretary Bancorp 2000 93,130 17,250 -- -- 2,500 -- --
BFC 1999 210,625 62,945 -- -- 10,000 4,898 --
Bancorp 1999 -- -- -- -- -- -- --

----------

(1) Amounts identified as Bancorp represent payments or grants by BankAtlantic
Bancorp, Inc. and its subsidiaries.

(2) Represents reimbursements or payments for life and disability insurance.

(3) Includes BankAtlantic contributions of $1,600 in 1999 and $6,800 in each
of 2000 and 2001 to its 401(k) savings plan on behalf of Mr. Levan, a $40
dividend payment for a Real Estate Investment Trust ("REIT") controlled by
BankAtlantic for 1999, 2000 and 2001 and $127,190 in 2001, $130,795 in
2000 and $139,827 in 1999 representing the value of the benefit received
by Mr. Levan in connection with premiums paid by BankAtlantic for a
split-dollar life insurance policy.

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(4) Includes BankAtlantic contributions of $1,600 in 1999 and $6,800 in each
of 2000 and 2001 to its 401(k) savings plan on behalf of Mr. Abdo, a $40
dividend payment for the REIT for 1999, 2000 and 2001 and $9,000 paid to
Mr. Abdo in each of the years as compensation for his service as a trustee
of the BankAtlantic pension plan, which amount was paid directly from the
Plan.

(5) Payments were also made to the Abdo Companies, Inc., a company controlled
by Mr. Abdo. See "Certain Relationships and Related Transactions."

Other than Mr. Levan and Mr. Abdo, executive officers of BankAtlantic Bancorp,
Inc. and BankAtlantic do not have significant executive responsibilities with
respect to key policy decisions of the Company.

Options/SAR Grants

During the year ended December 31, 2001, there were no individual grants of
stock options to the named executives in the Compensation Table pursuant to the
Company's Stock Option Plan. The Company has not granted and does not currently
grant stock appreciation rights.

The following table sets forth information concerning individual grants of stock
options by BankAtlantic Bancorp, Inc. to the named executives in the Summary
Compensation Table pursuant to the stock option plans of BankAtlantic Bancorp,
Inc. during the year ended December 31, 2001. BankAtlantic Bancorp, Inc. has not
granted and does not currently grant stock appreciation rights.

Potential realizable
Number of % of Total Value at Assumed
Securities Options Exercise Annual Rates of Stock
Underlying Granted to Price Price Appreciation for
Options Employees in Per Expiration Option Term (2)
Name Granted Fiscal Year Share Date 5% 10%
---- ------- ----------- ----- ---- --- ---

# % $ $ $
Alan B. Levan 16,540 2.99 3.88 1/2/2011 40,307 102,147
23,460 4.23 4.26 1/2/2006 16,025 46,409

John E. Abdo 6,540 1.18 3.88 1/2/2011 15,938 40,389
23,460 4.23 4.26 1/2/2006 16,025 46,409

Glen R. Gilbert 10,000 1.81 3.88 1/2/2011 24,370 61,758

----------

(1) All options grants are to acquire shares of BankAtlantic Bancorp, Inc.
Class A Common Stock. All options vest in 2006.

(2) Amounts for the named executive have been calculated by multiplying the
exercise price by the annual appreciation rate shown (compounded for the
remaining term of the options), subtracting the exercise price per share
and multiplying the gain per share by the

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number of shares covered by the options. The dollar amounts under these
columns are the result of calculations based upon assumed rates of annual
compounded stock price appreciation specified by regulation and are not
intended to forecast actual future appreciation rates of the Company's
stock price.

Aggregated Option/SAR Exercises And Fiscal Year End Option/SAR Value Table

The following table sets forth as to each of the named executive officers
information with respect to the number of shares of the Company's Class B Common
Stock acquired upon exercise of options during 2001 and underlying unexercised
options at December 31, 2001.

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Number of Value Options at 12/31/2001 On 12/31/2001 (1)
Shares Realized --------------------- -----------------
Acquired or Upon
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
----- ---------- --------- ------------ -------------- ------------ -------------

# $ # # $ $
Alan B. Levan -- -- 1,270,407 75,000 3,374,087 --

John E. Abdo -- -- 1,350,000 75,000 3,718,725 --

Glen R. Gilbert -- -- 142,500 10,000 233,121 --

(1) Based upon a price of $5.65, which was the price of the last sale as
reported by the OTC Market Report for 2001.

The following table sets forth as to each of the named executive officers
information with respect to the number of shares of BankAtlantic Bancorp, Inc.
Class A Common Stock acquired upon exercise of options during 2001 and
underlying unexercised options at December 31, 2001. BankAtlantic Bancorp, Inc.
has not granted and does not currently grant stock appreciation rights.

# $ # # $ $
Alan B. Levan -- -- 991,122 312,800 6,190,566 991,027

John E. Abdo -- -- 479,056 182,906 3,093,098 569,339

Glen R. Gilbert -- -- -- 12,500 -- 66,658

(1) Based upon a fair market value of $9.18 at December 31, 2001, which was
the closing price for BankAtlantic Bancorp, Inc. Class A Common Stock as
reported on the New York Stock Exchange on December 31, 2001.

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Long-Term Incentive Plan ("LTIP") Awards Table

The Company has made available a profit-sharing plan to all of its employees
(which does not include employees of BankAtlantic Bancorp, Inc.) who meet
certain minimum requirements. The Company is not required to make any
contribution and the amount of the Company's contribution is determined each
year by the Board of Directors. It requires a uniform allocation to each
employee of 0% to 15% of compensation (with the maximum compensation considered
being $50,000). Vesting is in increments over a 6-year period to 100%. Alan B.
Levan and Glen R. Gilbert are 100% vested. John E. Abdo is 0% vested. During
2001, the accounts for each of the above named individuals were credited with a
$4,480 contribution.

Stock Performance Graph And Compensation Committee Report

Notwithstanding contrary statements set forth in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this proxy statement, the Stock
Performance Graph and the Compensation Committee Report set forth below shall
not be incorporated by reference into such filings.

Stock Performance Graph

The following graph provides an indicator of cumulative total stockholder
returns for the Company as compared with the Wilshire 5000 Total Market Index
and the NASDAQ Bank Index:

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIALS.]

12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
---------- ---------- ---------- ---------- ---------- ----------

BFC Financial Corporation 100 284 183 85 62 159
Wilshire 5000 Total Market 100 129 157 192 169 149
Nasdaq Bank Index 100 164 144 133 152 168

*Assumes $100 invested on December 31, 1996.

-11-

Compensation Committee Report

Directors Pertnoy and McKenry were designated by the Board of Directors to serve
on the Compensation Committee during 2001. The Compensation Committee provided
the following report on executive compensation.

Executive Officer Compensation

The Compensation Committee of BFC Financial Corporation met to consider the
appropriate compensation package to recommend to the Board of Directors for the
Chairman and President, Alan B. Levan and Glen R. Gilbert and John E. Abdo. At
the meeting the following elements have been developed:

Executive Compensation Policy - BFC Financial Corporation's overall compensation
philosophy is to retain quality personnel, which is critical to both the
short-term and long-term success of BFC Financial Corporation. In order to
implement that philosophy, BFC Financial Corporation's approach to base
compensation is to offer competitive salaries in comparison to market practices.

General - During 2001 base salaries and other compensation for Mr. Levan and Mr.
Gilbert was increased by approximately 4% and 10%, respectively. Mr. Abdo was
compensated at an annual salary level of $250,000, which was unchanged from the
prior year. Commencing in 2000, a portion of Mr. Gilbert's salary is being paid
by Levitt Companies, a subsidiary of BankAtlantic Bancorp, Inc. Bonuses were
paid for 2001 to compensate executives based on the Company's profitability,
stock price and the achievement of individual performance goals. In deciding
compensation levels, cost of living, market compensation levels and general
trends in the labor market were considered and available market information was
used as a frame of reference for annual salary adjustments.

Stock Options -No Company stock options were granted to executive officers
during 2001. As indicated, options to acquire BankAtlantic Bancorp, Inc. shares
were granted to Messrs Levan, Abdo and Gilbert by the BankAtlantic Bancorp, Inc.
Stock Option Committee based on contributions to BankAtlantic Bancorp, Inc. and
its subsidiaries including Levitt Companies. The Compensation Committee was
aware of and took into account the options in considering the executives overall
compensation. When granted, options are awarded based on an assessment of an
employee's contribution to the success and growth of the Company. Grants of
stock options are based on the level of an executive's position with the company
and evaluation of the executive's past and expected performance, the number of
outstanding and previously granted options and discussions with the executive.

CEO Compensation - In evaluating the performance of the Chief Executive, Mr.
Levan, the Committee considered BFC Financial Corporation's net worth, earnings
and stock price. The Committee also considered that Mr. Levan spends
considerable effort and attention in connection with the operations of
BankAtlantic Bancorp, Inc. and BankAtlantic and that the performance of
BankAtlantic Bancorp, Inc. and BankAtlantic has been a substantial factor in the
success of BFC Financial Corporation. In arriving at his BFC compensation level,
the Committee also considered the fact that BankAtlantic also compensates Mr.
Levan. The following table, as of and for the

-12-

years ended December 31, 2000 and 2001, summarizes some of the information
considered by the Committee (dollars in thousands, except per share amounts):

Percent
2000 2001 Change
---- ---- ------
Net worth $ 72,615 $ 74,172 2.1%
Net income $ 3,635 $ 5,474 50.6%
Price - Class A Common Stock $ 2.25 $ 5.90 162.2%
Price - Class B Common Stock $ 2.31 $ 5.65 144.6%

The above report was submitted by Earl Pertnoy.

Audit Committee Report

The Audit Committee of the Board of Directors is responsible for monitoring the
integrity of the Company's consolidated financial statements, its system of
internal controls and the independence and performance of its independent
auditors. During 2001, Messers Pertnoy and McKenry, both non-employee directors
served on the Audit Committee. The Company's Board of Directors has not adopted
a written charter for the Audit Committee.

Management is responsible for the preparation, presentation and integrity of the
Company's financial statements, the Company's accounting and financial reporting
process, including the system of internal control, and procedures to assure
compliance with applicable accounting standards and applicable laws and
regulations. The Company's independent auditors are responsible for auditing
those financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles. Our responsibility is to monitor and
review these processes. However, the Committee is not comprised of professionals
engaged in the practice of accounting or auditing or experts in the field of
accounting or auditing, including, without limitation, auditor independence. The
Committee must rely, without independent verification, on the information
provided to it and on the representations made by management and the independent
auditors. Accordingly, although the Committee consults with and discusses these
matters and its questions and concerns with management and the Company's
independent auditors, its oversight can not provide an independent basis to
assure that management has maintained appropriate accounting and financial
reporting principles or appropriate internal control and procedures consistent
with accounting standards and applicable laws and regulations. Furthermore, the
Committee's considerations and discussions can not assure that the audit of the
Company's financial statements has been carried out in accordance with generally
accepted auditing standards, that the financial statements are presented in
accordance with generally accepted accounting principles or that the Company's
auditors are in fact "independent."

In this context, the Committee held four meetings during fiscal year 2001. The
meetings were designed, among other things, to facilitate and encourage
communication among the Committee, management, and the Company's independent
auditors, KPMG LLP ("KPMG"). The Committee discussed with the Company's
independent auditors their overall scope and plans. The Committee met with the
independent auditors, with and without management present, to discuss the
results of their examinations and their evaluations of the Company's internal
controls.

-13-

The Committee has reviewed and discussed the audited consolidated financial
statements for the fiscal year ended December 31, 2001 with management and KPMG.

The Committee has also discussed with the independent auditors matters required
to be discussed with audit committees under generally accepted auditing
standards, including, among other things, matters related to the conduct of the
audit of the Company's consolidated financial statements and the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended
(Communication with Audit Committees). The Committee's discussions also included
a discussion of the background and experience of the KPMG audit managers
assigned to the Company and the quality control procedures established by KPMG.

The Company's independent auditors also provided to the Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Committee discussed
with the independent auditors their independence from the Company. When
considering KPMG's independence, the Committee was advised that KPMG did not
provide the Company with any services beyond those rendered in connection with
their audit and review of the Company's consolidated financial statements. The
Committee did note however that KPMG provided services to BankAtlantic Bancorp
beyond those rendered in connection with their audit and review of BankAtlantic
Bancorp's financial statements. The Committee also reviewed, among other things,
the amount of fees paid to KPMG directly by the Company for audit services as
well as the amounts paid to KPMG for audit and non-audit services by
BankAtlantic Bancorp, both separately and in the aggregate, as these amounts
were included in the Company's consolidated financial statements, as well as the
nature of the non-audit services provided to BankAtlantic Bancorp.

Based on our review and these meetings, discussions and reports, and subject to
the limitations on our role and responsibilities referred to above and in the
Audit Committee Charter, we recommended to the Board of Directors that the
Company's audited consolidated financial statements for the fiscal year ended
December 31, 2001 be included in the Company's Annual Report on Form 10-K.

The above report was submitted by Earl Pertnoy.

Audit Fees

The aggregate fees for professional services rendered by KPMG in connection with
their audit of the Company's consolidated financial statements and reviews of
the consolidated financial statements included in our Quarterly Reports on Form
10-Q for the 2001 fiscal year were approximately $57,000. No other fees were
paid to KPMG by the Company for other services during 2001.

KPMG also serves as independent auditor for BankAtlantic Bancorp, Inc. The
aggregate fees for professional services rendered by KPMG to BankAtlantic
Bancorp, Inc. in connection with their audit of their consolidated financial
statements, the financial statements of its subsidiaries and reviews of the
consolidated financial statements included in their Quarterly Reports on Form
10-Q for the 2001 fiscal year were approximately $722,000.

-14-

All Other Fees - The aggregate fees for all other services rendered by KPMG in
the 2001 fiscal year to BankAtlantic Bancorp, Inc. were approximately $368,000
and can be sub-categorized as follows:

o Attestation Fees - The aggregate fees for attestation services
rendered by KPMG for matters such as comfort letters and consents
related to SEC and other registration statements, audits of employee
benefit plans, agreed-upon procedures, due diligence pertaining to
acquisitions and consultation on accounting standards or
transactions were approximately $102,000.

o Other Fees - The aggregate fees for all other services, such as
consultation related to tax planning and compliance, improving
business and operational processes and regulatory matters, rendered
by KPMG in the 2001 fiscal year were approximately $266,000.

Certain Relationships And Related Transactions

Certain Business Relationships

Alan B. Levan, the President and a director of the Company, is also President
and a director of I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc.,
I.R.E. Realty Advisors, Inc. and Florida Partners Corporation. Mr. Levan is also
Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc.
and BankAtlantic. As indicated under "Security Ownership of Certain Beneficial
Owners and Management", Mr. Levan may be deemed to be a controlling shareholder
of the Company. Messrs. Levan and Pertnoy serve on the Board of Directors of the
managing general partner of a public limited partnership that is affiliated with
the Company. John E. Abdo, a director of the Company, is Vice Chairman of the
Board of BankAtlantic Bancorp, Inc. and BankAtlantic and is President and a
director of Levitt Companies. Glen R. Gilbert, Executive Vice President of the
Company, is a vice president of Levitt Companies and is an officer of the
managing general partner of a public limited partnership that is affiliated with
the Company.

In 1994, the Company agreed to participate in certain real estate opportunities
with John E. Abdo, Vice Chairman of the Board, and certain of his affiliates
(the "Abdo Group"). Under the arrangement, the Company and the Abdo Group will
share equally in profits after any profit participation due to any other
partners in the ventures and after interest earned on advances made by the
Company. The Company bears the risk of loss, if any, under the arrangement.
Pursuant to this arrangement with the Abdo Group, in December 1994, an entity
controlled by the Company acquired from an unaffiliated seller approximately 70
acres of unimproved land known as the "Center Port" property in Pompano Beach,
Florida. Through December 31, 2001, all of the project except for land under two
pylon signs, a cell tower site and the lake had been sold to unaffiliated third
parties for approximately $21.4 million and the Company recognized net gains
from the sales of real estate of approximately $4.8 million. The Abdo Group
received approximately $2.6 million in 2000 and $114,000 in 2002 from the
Company for their real estate sales profit participation.

Alan B. Levan and John E. Abdo have investments or are partners in real estate
joint ventures with developers, that in connection with other ventures, have
loans from BankAtlantic or are

-15-

partners with Levitt Companies. Additionally, Levitt Companies pays the Abdo
Companies, Inc., which is controlled by Mr. Abdo, $29,000 per month for services
and management, including activities relating to BankAtlantic, BankAtlantic
Bancorp, Inc., Core Communities, LLC, Levitt and Sons, LLC and the Levitt
Companies joint ventures. Levitt Companies pays to the Company $20,000 per
quarter for management and accounting services provided to Levitt Companies.

The Company paid BankAtlantic approximately $67,000 during 2001 for office space
used by the Company in BankAtlantic's headquarters and for miscellaneous
administrative and other related expenses.

During 1999 and 2000, the Company acquired interests in unaffiliated technology
entities. During 2000, the Company's interests in the technology entities were
transferred at the Company's cost to specified asset limited partnerships.
Subsidiaries of the Company are the controlling general partners of these
partnerships. Interests in such partnerships were sold in 2000 and 2001 to
accredited investors in private offerings. During 2001, approximately $895,000
of capital was raised from unaffiliated third parties by these partnerships and
officers, directors and affiliates of the Company invested approximately $1.3
million in the partnerships. The Company and the general partners retained
ownership interests of approximately $3.8 million. Of the $1.3 million, Alan
Levan and Jack Abdo each borrowed $500,000 from the Company on a recourse basis
to make their investments. Such amounts were still outstanding at the end of the
year, bear interest at the prime rate plus 1% and are payable interest only
annually with the entire balance due in February 2006. After the limited
partners receive a specified return from the partnerships, the general partners
are entitled to receive 20% of all cash distributions from the partnerships. The
general partners are limited liability companies of which the members are: John
E. Abdo - 13.75%; Alan B. Levan - 9.25%; Glen R. Gilbert - 2.0%; John E. Abdo,
Jr. - 17.5% and BFC Financial Corporation - 57.5%.

During 1999, BFC Financial Corporation entered into an agreement with John E.
Abdo, Jr., son of John E. Abdo, a Director and Vice Chairman of the Board.
Pursuant to the agreement, the Company will pay to John E. Abdo, Jr. an amount
equal to 1% of the amount of the Company's investment in venture capital
investments identified for the Company and will grant him a profit participation
of 3 1/2% of the net profit realized by the Company through his interest in the
general partner. Additionally, the Company pays him an expense allowance of $300
per month. During 2001, the Company paid John E. Abdo, Jr. expense allowances of
$3,600 pursuant to the agreement.

One of the technology limited partnerships is an investor in Seisint, Inc.
("Seisint"). Seisint owns 748,000 shares of BankAtlantic Bancorp, Inc. Class A
stock. BankAtlantic Bancorp, Inc., Alan B. Levan and John E. Abdo own 3,033,386,
67,409 and 149,108 shares, respectively, or collectively approximately 7% of
Seisint's outstanding Common Stock. Seisint also serves as an Application
Service Provider ("ASP") for BankAtlantic Bancorp, Inc. for one customer service
information technology application. This ASP relationship is believed to be on
terms no less favorable to BankAtlantic Bancorp, Inc. than available in an arm's
length transaction and fees aggregating $169,337 and $368,000 were paid to
Seisint for its services during 2001 and 2000, respectively.

-16-

Management believes that all transactions between the Company and its affiliates
were on terms at least as favorable as could have been obtained from
unaffiliated third parties.

AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION

General Description of the Amendment

The Board of Directors is proposing to amend Article V of the Company's Articles
of Incorporation. Currently the Class A Common Stock has no voting rights. The
proposed Amendment would provide voting rights to holders of Class A Common
Stock entitling each holder to one vote per share and would adjust the number of
votes per share of Class B Common Stock so as to fix the relative aggregate
voting power of the Class A Common Stock and Class B Common Stock initially at
22.0% and 78.0%, respectively. Thereafter, the proportionate voting power of the
Class B Common Stock would be decreased, and the proportionate voting power of
the Class A Common Stock would be increased, as the number of shares of
outstanding Class B Common Stock decreases as follows:

Class B Shares Class B Voting Class A Voting
issued and outstanding Percentage Percentage
---------------------- ---------- ----------
Current 100.0% 0.0%
2,382,157 78.0% 22.0%
1,800,000 60.0% 40.0%
1,400,000 and fewer 47.0% 53.0%

The Amendment also provides that, in addition to the rights afforded to
shareholders of the Company under Florida law, the holders of Class B Common
Stock will be entitled to vote as a separate voting group on certain matters as
described below. The other terms of our Class A Common Stock and our Class B
Common Stock will not be affected by the Amendment.

Upon receipt of the approval of the Amendment by the Company's shareholders, the
Company will cause Articles of Amendment to be filed with the Secretary of State
of the State of Florida that will effectuate the changes contained in the
Amendment.

The complete text of the proposed Amendment is set forth in full in the Articles
of Amendment attached as Appendix A to this Proxy Statement. This summary of the
rights, powers and limitations of the Class A Common Stock and the Class B
Common Stock should be read in conjunction with, and is qualified in its
entirety by reference to, the Amendment.

The Board of Directors recommends that holders of Class A Common Stock and Class
B Common Stock vote FOR the approval of the adoption of the Amendment.

-17-

Description of the Class A Common Stock and Class B Common Stock

Voting Rights

Currently, the Class A Common Stock has no voting rights except in limited
circumstances provided by law. Following the Amendment, except as provided by
law or as specifically provided in our Articles of Incorporation, the holders of
Class A Common Stock and Class B Common Stock will vote as a single group. Each
holder of Class A Common Stock will, as of the date on which the Amendment is
adopted, be entitled to one vote for each share held, and the Class A Common
Stock will initially possess in the aggregate 22.0% of the total voting power of
the Class A Common Stock and Class B Common Stock. The holders of the Class B
Common Stock, which currently represents 100% of the voting power of the
Company, will relinquish their exclusive voting rights and, following the
Amendment, the holder of each share of Class B Common Stock will be entitled to
the number of votes per share such that the aggregate number of votes for all of
the Class B Common Stock will initially represent 78.0% of the total voting
power of the Class A Common Stock and Class B Common Stock. Thereafter, the
proportionate voting power of the Class B Common Stock will decrease and the
proportionate voting power of the Class A Common Stock will increase as the
number of outstanding shares of Class B Common Stock decreases, as set forth
above.

Under Florida law, holders of Class A Common Stock and Class B Common Stock vote
as separate voting groups on certain amendments to the Company's Articles of
Incorporation, including amendments which would:

o increase or decrease the authorized number of shares of Class A
Common Stock or Class B Common Stock;

o change the designation, rights, preferences or limitations of the
Class A Common Stock or Class B Common Stock;

o create a new class of shares, or increase the rights, preferences or
number of any authorized shares, which would have rights or
preferences with respect to distributions or dissolution that are
prior, superior or substantially equal to the Class A Common Stock
or Class B Common Stock, other than the establishment of a class or
series of preferred stock pursuant to our existing "blank check"
preferred stock; or

o effect an exchange or reclassification, or create a right of
exchange, of shares of another class of stock into shares of Class A
Common Stock or Class B Common Stock or an exchange or
reclassification of shares of Class A Common Stock or Class B Common
Stock into shares of another class.

Further, under Florida law holders of Class A Common Stock and Class B Common
Stock are entitled to vote as a separate voting group on any plan of merger or
plan of share exchange which contains a provision which, if included in a
proposed amendment to the Articles of Incorporation, would require their vote as
a separate voting group.

-18-

In addition to their rights under Florida law, the Amendment provides that the
approval of the holders of Class B Common Stock voting as a separate voting
group will be required before any of the following actions may be taken:

o the issuance of any additional shares of Class B Common Stock, other
than (1) a stock dividend issued to holders of Class B Common Stock,
(2) pursuant to the terms of any securities outstanding on the date
the Amendment is effected that are by their terms convertible into
or exchangeable for shares of Class B Common Stock, (3) pursuant to
the terms of any class or series of preferred stock established
after the date hereof under our existing "blank check" preferred
stock and (4) pursuant to the terms of options exercisable for
shares of Class B Common Stock issued under the terms of any stock
option plan of the Company existing on the date the Amendment is
effected or established after such date and approved by the holders
of a majority of the then issued and outstanding Class B Common
Stock;

o the reduction of the number of outstanding shares of Class B Common
Stock (other than upon conversion of the Class B Common Stock into
Class A Common Stock or upon a voluntary disposition to the
Company); or

o any amendments of the capital stock provisions of the Company's
Articles of Incorporation.

No Effect on Convertibility of Class B Common Stock into Class A Common
Stock

The Amendment will not change the present right of holders of Class B Common
Stock to convert at any time any or all of their shares into shares of Class A
Common Stock on a share-for-share basis.

No Effect on Dividends and other Distributions; Liquidation Rights

Holders of Class A Common Stock and Class B Common Stock will continue to be
entitled to receive cash dividends, when and as declared by the Board of
Directors out of legally available assets. With respect to dividends other than
cash (including stock splits and stock dividends), the distribution per share
with respect to Class A Common Stock will continue to be identical to the
distribution per share with respect to Class B Common Stock, except that a stock
dividend or other distribution to holders of Class A Common Stock may be
declared and issued in Class A Common Stock while a dividend or other
distribution to holders of Class B Common Stock may be declared and issued in
either Class A Common Stock or Class B Common Stock (at the discretion of the
Board of Directors), provided that the number of any shares so issued is the
same on a per share basis.

Upon any liquidation of the Company, the assets legally available for
distribution to shareholders will continue to be distributed ratably among the
holders of Class A Common Stock and Class B Common Stock.

-19-

Reasons for the Amendment

Currently the Class A Common Stock has no voting rights. The Board of Directors
believes that providing voting rights to the Class A Common Stock may make the
Class A Common Stock more attractive to certain classes of investors, including
institutional investors who may choose not to invest, or may be prohibited from
or subject to restrictions on investing, in non-voting securities. The Board of
Directors believes that greater interest in the Class A Common Stock may lead to
increased trading volume and liquidity, although there can be no assurance that
an active or liquid trading market for the Class A Common Stock will be created
or, if it is created, that it will be sustained. In addition, the Board of
Directors believes that approval of the Amendment may enhance the Company's
flexibility to issue shares of Class A Common Stock for financing, acquisition
and compensation purposes while maintaining current stability and continuity of
control.

Possible Negative Effects of the Amendment

As a result of the Amendment, the Class B Common Stock will initially represent
78.0% of the combined voting power of our common stock even though it currently
represents approximately 27% of the common equity of the Company. This
proportionate voting power will decrease as the number of outstanding shares of
Class B Common Stock decreases, but will never be less than 47.0% of the
combined voting power of the common stock. Accordingly, the relative voting
power of the Class B Common Stock may not bear any relationship to the relative
economic interest represented by those shares. The market may not react
favorably to the structure until it becomes familiar with the structure, or it
may not accept this structure at all.

Additionally, while the Company's common stock is not currently listed on the
Nasdaq Stock Market or a national securities exchange, it is possible that the
voting structure contemplated by the Amendment will not comply with the
applicable listing standards for Nasdaq Stock Market or a national securities
exchange if the Company were to apply to have either class of Common Stock so
listed. Accordingly, adoption of the Amendment could adversely effect the
ability of the Company to list its common stock in the future.

The Amendment is not intended to have any additional anti-takeover effect.
However, the voting power of the Class B Common Stock will initially be fixed at
78.0% and holders of the Class B Common Stock will never possess less than 47.0%
of the Company's aggregate voting power. As a result, the Amendment will
continue the current situation where a sale or transfer of control or removal of
incumbent directors would be unlikely without the concurrence of the holders of
the Class B Common Stock.

Messrs. Levan and Abdo currently control approximately 60.5% of the Company's
Class B Common Stock and if the Amendment is approved will hold shares
immediately following the adoption of the Amendment which will represent
approximately 60.6% of the aggregate voting power of the Company. Assuming that
Messrs. Levan and Abdo do not dispose of or convert any of their shares of Class
B Common Stock or dispose of their shares of Class A Common

-20-

Stock or Class B Common Stock they will not at any time hold shares representing
less than 60.6% of the aggregate voting power of the Company.

Messrs. Levan and Abdo have indicated that they intend to enter into a
Shareholders Agreement and Irrevocable Proxy with respect to the shares of Class
B Common Stock controlled by them. Under the agreement, they will agree to vote
their shares of Class B Common Stock in favor of the election of each other to
the Company's Board of Directors for so long as both are willing and able to
serve as directors of the Company. Additionally, Mr. Abdo will grant an
irrevocable proxy to an entity controlled by Mr. Levan and obtain the consent of
Mr. Levan prior to the sale or conversion of certain of his shares of Class B
Common Stock.

The Company's present Articles of Incorporation and By-Laws also contain other
provisions which could have anti-takeover effects. These provisions include,
without limitation: (i) the authority of the Board of Directors to issue
additional shares of preferred stock and to fix the relative rights and
preferences of the preferred stock without additional shareholder approval, (ii)
the division of the Company's Board of Directors into three classes of directors
with three-year staggered terms, (iii) certain notice procedures to be complied
with by shareholders in order to make shareholder proposals or nominate
directors and (iv) super majority vote requirements for certain matters not
recommended or approved by the Board of Directors.

The Company also has a shareholders' rights plan, commonly referred to as a
"poison pill," which is intended to cause substantial dilution to a person or
group who attempts to acquire the Company on terms that the Company's Board of
Directors has not approved. The existence of the shareholders' rights plan could
make it more difficult for a third party to acquire a majority of the Class B
Common Stock without the consent of the Company's Board of Directors.

Effect on Market Price

The market price of the Company's Class A Common Stock and its Class B Common
Stock depends on many factors including, among others, the future performance of
the Company and its subsidiaries (including BankAtlantic Bancorp, Inc.), general
economic and market conditions and conditions relating to financial institutions
generally. Many of these factors are beyond the Company's control, and the
Company cannot predict the prices at which the Class A Common Stock or the Class
B Common Stock will trade. There is no assurance that granting voting rights to
the Class A Common Stock pursuant to the proposed capital structure will have a
positive effect on its marketability or market value or that it will not have an
adverse effect on the marketability or market value of the Company's Class B
Common Stock. As discussed above, adoption of the Amendment may also limit or
impair the ability of the Company to list its Class A Common Stock or Class B
Common Stock on Nasdaq or a national securities exchange should it in the future
elect to attempt to do so.

-21-

Effectiveness of the Amendment; Certificates

If the Amendment is approved, it is expected that Articles of Amendment,
substantially in the form of Appendix A attached to this Proxy Statement, will
be filed with the Secretary of State of the State of Florida promptly after the
Annual Meeting. The Amendment will become effective immediately upon filing of
the Articles of Amendment with the Secretary of State.

Shareholders should retain all certificates representing their shares of Class A
Common Stock or Class B Common Stock (and should not send such certificates to
the Company or the Company's transfer agent) because it will not be necessary to
issue new certificates in connection with the Amendment and the currently
outstanding certificates will continue to represent shares of the Company's
Class A Common Stock or Class B Common Stock, as applicable, following the
Amendment.

Dissenter's Appraisal Rights

Pursuant to Section 607.1320 of the Florida Business Corporation Act, a holder
of Class B Common Stock (a "Class B Common Shareholder") may dissent and elect
to receive the fair value of such shareholder's shares as of the day prior to
the date the Amendment was approved, without including the incremental value or
the diminution in value, if any, arising from the Amendment, judicially
determined and paid. Holders of Class A Common Stock do not have the right to
dissent from the Amendment. In order to perfect such shareholder's appraisal
rights, a dissenting shareholder (a "Dissenting Shareholder") must fully comply
with the statutory procedures of Sections 607.1320, 607.1301, 607.1302 and
607.1320 of the Florida Business Corporation Act summarized below. Such Sections
are attached hereto as Appendix B. Class B Common Shareholders are urged to read
such Sections in their entirety and to consult with their legal advisors. Each
Class B Common Shareholder who may desire to assert appraisal rights is
cautioned that failure on his or her part to adhere strictly to the requirements
of Florida law in any regard may cause a forfeiture of any appraisal rights.

To exercise appraisal rights, a Dissenting Shareholder must satisfy the
following conditions:

1. Each Class B Common Shareholder who desires to receive an appraisal
value for his or her shares must file with the Company, prior to the taking of
the vote on the Amendment, a written notice of such shareholder's intent to
demand payment if the Amendment is effectuated. A proxy or vote against the
Amendment will not alone be deemed to be the written notice of intent to demand
payment. In order to dissent, the shareholder need not vote against the
Amendment, but cannot vote for the Amendment.

2. Within ten days after the vote is taken, the Company shall give written
notice of the authorization of the Amendment, if obtained, to each Class B
Common Shareholder who filed notice of intent to demand payment for such
shareholder's shares. The shareholder must make written demand on the Company
for the payment of the fair value of the shares.

3. Within twenty days after the giving of the foregoing notice by the
Company, each Dissenting Shareholder who elects to dissent shall file with the
Company a notice of such

-22-

election, stating such shareholder's name and address, the number of classes and
series of shares as to which he dissents and a demand for payment of the fair
value of such shareholder's shares. Any Dissenting Shareholder failing to file
such election to dissent within the period set forth shall lose the right to
dissent from the Amendment. Any Class B Common Shareholder filing an election to
dissent shall deposit the certificate(s) representing such shareholder's shares
with the Company simultaneously with the filing of the election. The Company may
restrict the transfer of such shares from the date the election to dissent is
filed.

4. Upon filing a notice of election to dissent, the Dissenting Shareholder
shall thereafter be entitled only to payment pursuant to the procedure set forth
herein and shall not be entitled to vote or to exercise any other rights of a
shareholder. A notice of election may be withdrawn in writing by the Dissenting
Shareholder at any time before an offer is made by the Company, as provided
below, to pay for such shareholder's shares. However, the right of the
Dissenting Shareholder to be paid the fair value of such shareholder's shares
shall cease, and he shall be reinstated to have all rights as a shareholder as
of the filing of such shareholder's notice of election, including any
intervening preemptive rights and the right to payment of any intervening
dividend or other distribution or, if any such rights have expired or any such
dividend or distribution other than in cash has been completed, in lieu thereof,
at the election of the Company, the fair value thereof in cash as determined by
the Company as of the time of such expiration or completion, but without
prejudice otherwise to any corporate proceedings that may have been taken in the
interim, if:

a. Such demand is withdrawn as provided;

b. The Company abandons the Amendment or the Company's shareholders
revoke their approval of the Amendment;

c. No demand or petition for the determination of fair value by a
court has been made or filed within the required time; or

d. A court of competent jurisdiction determines that such Dissenting
Shareholder is not entitled to the relief provided by this section.

5. Within ten days after the expiration of the period in which Class B
Common Shareholders may file their notices of election to dissent, or within ten
days after the effective date or the date which the Amendment is approved
whichever is later (but in no event later than ninety days after the Amendment
is approved), the Company shall make a written offer to each Dissenting
Shareholder who has made demand as herein provided, and will make a written
offer to each such Class B Common Shareholder to pay for such shares at a
specified price deemed by the Company to be the fair value thereof. If the
Amendment has not been consummated within the ninety days after the approval
thereof, the offer may be conditioned upon such effectuation. Such offer is to
be accompanied by (i) a balance sheet of the Company as of the latest available
date (not more than twelve months prior to the making of an offer), and (ii) a
profit and loss statement of the Company for the twelve-month period ended on
the date of such balance sheet.

-23-

6. If, within thirty days after the making of such offer, the Dissenting
Shareholder accepts the same, payment for the shares of that Dissenting
Shareholder is to be made within ninety days after the making of such offer or
the date of the effectuation of the Amendment, whichever is later. Upon payment
of the agreed value, the Dissenting Shareholder shall cease to have any interest
in such shares.

7. The court shall also determine whether each such Dissenting Shareholder
is entitled to receive payment for such shareholder's shares. If the Company
fails to make such an offer, or if it makes such an offer and any Dissenting
Shareholder fails to accept the offer within the thirty day period thereafter,
then the Company, within thirty days after receipt of written demand from any
Dissenting Shareholder given within sixty days after the date of the
effectuation of the Amendment shall, or, at its election within such sixty day
period may, file an action in any court of competent jurisdiction in Broward
County, Florida, requesting that the fair value of such shares be found and
determined. The court's jurisdiction shall be plenary and exclusive. If the
Company fails to institute such proceeding within the above-prescribed period,
any Dissenting Shareholder may do so in the name of the Company. All Dissenting
Shareholders, wherever residing, will be made parties to the proceedings as an
action against their shares. A copy of the initial pleading will be served on
each Dissenting Shareholder. All Dissenting Shareholders who are proper parties
to the proceeding are entitled to judgment against the Company for the amount of
the fair value of their shares, as well as at the discretion of the court, an
allowance for interest at such rate as the court may find fair and equitable.
The Company shall pay each Dissenting Shareholder the amount found to be due to
him within ten days after final determination of the proceedings.

8. The court may, if it elects, appoint one or more appraisers to receive
evidence and recommend a decision on the question of fair value.

9. The judgment of the court is payable only upon and concurrently with
the surrender to the Company of the certificate(s) representing the shares. Upon
payment of the judgment, the Dissenting Shareholder ceases to have any interest
in such shares.

10. The costs and expenses of the proceeding are determined by the court
and assessed against the Company, except that all or any part of such costs and
expenses may be apportioned and assessed against any or all of the Dissenting
Shareholders who are parties to the proceeding and to whom the Company has made
an offer to pay for their shares, if the court finds their refusal to accept
such offer to have been arbitrary, vexatious or not in good faith. Expenses
include reasonable compensation for, and expenses of, appraisers, but shall
exclude the fees and expenses of counsel for, and experts employed by, any
party. If the value of shares, as determined by the court, materially exceeds
the amount that the Company offered to pay for the shares then the court may, in
its discretion, award to any Dissenting Shareholder who is a party to the
proceedings, such sum as the court may determine to be reasonable compensation
to any expert(s) employed by the Dissenting Shareholder in the proceeding.

11. Successful assertion by Class B Common Shareholders of their
dissenters' appraisal rights is dependent upon compliance with the requirements
described above. Non-

-24-

compliance with any provision may result in failure to perfect those rights and
the loss of an opportunity to receive payment for shares pursuant to an
appraisal.

Because of the complexity of the provisions of the Florida law relating to
dissenters' appraisal rights, shareholders who are considering dissenting from
the Amendment are urged to consult their own legal advisers.

Appointment Of Independent Auditors

The Board of Directors has reappointed KPMG LLP as independent auditors to audit
the financial statements of the Company for the current fiscal year.
Representatives of the firm of KPMG LLP are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.

Other Information

Stockholders' Proposals For Next Annual Meeting

Stockholders' proposals intended to be presented at the 2003 Annual Meeting must
be received by the Company no later than December 23, 2002, for inclusion in the
Company's proxy statement and form of proxy for that meeting.

Expenses Of Solicitation

The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by the Company.
The Company does not intend to solicit proxies otherwise than by use of the
mail, but certain officers and regular employees of the Company without
additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies. The proxy materials are first being mailed to
stockholders of record at the close of business on April 16, 2002.

-25-

Other Business

The Board of Directors of the Company does not know of any other matters that
are to be presented for action at the meeting. Should any other matter come
before the meeting, however, the persons named in the enclosed proxy shall have
discretionary authority to vote all shares represented by valid proxies with
respect to such matter in accordance with their judgment.

* * * * * * * * * * * * * * * * * * * * * * * * * * *

By Order of the Board of Directors

/s/ Glen R. Gilbert

Glen R. Gilbert
Secretary

April 19, 2002

A COPY OF THE FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON
STOCK AS OF THE RECORD DATE UPON WRITTEN REQUEST TO GLEN R. GILBERT, SECRETARY,
BFC FINANCIAL CORPORATION, P.O. BOX 5403, FORT LAUDERDALE, FL 33310-5403. IN
ADDITION, FINANCIAL REPORTS AND RECENT FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION INCLUDING THE FORM 10-K ARE AVAILABLE ON THE INTERNET AT www.sec.gov.

-26-

Appendix A

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

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

1. Section 3 of Article V shall be deleted in its entirety and amended to read
as follows:

Section 3. Voting. Except as provided in this Article V (or in any
supplementary sections thereto), all rights to vote and all voting power
(including, without limitation, the right to elect directors) shall be vested
exclusively in the holders of Class A Common Stock and the holders of Class B
Common Stock, voting together without regard to class.

(a) Class A Common Stock. On all matters presented for a vote of
shareholders, holders of Class A Common Stock shall be entitled to one
vote for each share held. Until the total number of outstanding shares of
Class B Common Stock shall first fall below 1,800,000 shares (an "Initial
Trigger Event"), the Class A Common Stock shall possess in the aggregate
22.0% of the total voting power of the Common Stock (as adjusted pursuant
to clause (ii) of subparagraph (b) below, the "Class A Percentage").

(b) Class B Common Stock. (i) On all matters presented for a vote of
shareholders, holders of Class B Common Stock shall be entitled to a
number of votes (which may be or include a fraction of a vote) for each
share of Class B Common Stock held equal to the quotient derived by
dividing (1) the number equal to (x) the total number of shares of Class A
Common Stock outstanding on the relevant record date divided by the Class
A Percentage less (y) the total number of shares of Class A Common Stock
outstanding on such record date by (2) the total number of shares of Class
B Common Stock outstanding on such record date.

(ii) Until the occurrence of an Initial Trigger Event the
Class B Common Stock shall possess in the aggregate 78.0% of the
total voting power of the Common Stock (as adjusted pursuant to
clause (ii) below, the "Class B Percentage"). From and after the
occurrence of an Initial Trigger Event, the Class A Percentage shall
be increased and the Class B Percentage shall be decreased based on
the number of shares of Class B Common Stock then issued and
outstanding as follows:

(1) if on the record date for any matter to be voted upon the number of
outstanding shares of Class B Common Stock is less than 1,800,000
but

-27-

greater than 1,400,000 then the Class A Percentage shall thereafter
be equal to 40.0% and the Class B Percentage shall thereafter be
equal to 60.0%, in each case until further adjusted in accordance
herewith; and

(2) if on the record date for any matter to be voted upon the number of
outstanding shares of Class B Common Stock is less than 1,400,000
then the Class A Percentage shall thereafter be equal to 53.0% and
the Class B Percentage shall thereafter be equal to 47.0%.

(iii) Notwithstanding the foregoing nor anything else herein
to the contrary: (1) once the Class B Percentage has been reduced in
accordance with the foregoing it shall not thereafter be increased
and (2) the Class A Percentage shall never be greater than 53.0% and
Class B Percentage shall never be less than 47.0%.

(d) Class Vote by Class B Common Stock. Notwithstanding any other
provision of this Article V, the Corporation shall not take any of the
following actions without the affirmative vote of the holders of a
majority of the outstanding shares of Class B Common Stock, given
separately as a class, which vote shall be in addition to any right to
vote required by the laws of the State of Florida: (i) issue any
additional shares of Class B Common Stock, except (1) pursuant to a stock
dividend issued exclusively to the holders of Class B Common Stock (2)
pursuant to the terms of any securities outstanding on the date hereof
that are by their terms convertible into or exchangeable or exercisable
for shares of Class B Common Stock or (3) pursuant to the terms of any
class or series of securities established and issued after the date hereof
pursuant the "Preferred Stock" provisions of Article IV hereof, or (4)
pursuant to any stock options exercisable for shares of Class B Common
Stock issued under the terms of any stock option plan of the Corporation
existing on the date hereof or established after the date hereof and
approved by the holders of a majority of the then issued and outstanding
shares of Class B Common Stock; (ii) effect any reduction in the number of
outstanding shares of Class B Common Stock (other than by holders of Class
B Common Stock converting Class B Common Stock into Class A Common Stock
or through voluntary disposition thereof to the Corporation); or (iii)
effect any change or alteration in any provision of this Section 3 of this
Article V.

(e) Adjustments. In the event of a reorganization, recapitalization,
merger or stock split affecting the Class B Common Stock, then the
threshold number of shares of Class B Common Stock referenced in the
definition of an Initial Trigger Event or in the adjustment of the Class A
Percentage or the Class B Percentage specified in subsection (b)(ii) of
this Section 3 and the number or kind of shares into which the Class B
Common Stock are convertible pursuant to this Article V shall be
appropriately and proportionately adjusted; and in each such case such
provisions shall be applied so as to give effect to such adjustments. If
any such transaction shall be effected by amendment of the Articles of
Incorporation, then such amendment shall itself adjust such threshold
share number or conversion rate in accordance with the foregoing.

-28-

Appendix B
Provisions of the Florida Business Corporation Act

607.1301 Dissenters' rights; definitions.--The following definitions apply to
ss. 607.1302 and 607.1320:

(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Fair value," with respect to a dissenter's shares, means the value of the
shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.

(3) "Shareholders' authorization date" means the date on which the shareholders'
vote authorizing the proposed action was taken, the date on which the
corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of the
plan of merger was mailed to each shareholder of record of the subsidiary
corporation.

607.1302 Right of shareholders to dissent.--

(1) Any shareholder of a corporation has the right to dissent from, and obtain
payment of the fair value of his or her shares in the event of, any of the
following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party:

1. If the shareholder is entitled to vote on the merger, or

2. If the corporation is a subsidiary that is merged with its parent under s.
607.1104, and the shareholders would have been entitled to vote on action taken,
except for the applicability of s. 607.1104;

(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;

(d) Consummation of a plan of share exchange to which the corporation is a party
as the corporation the shares of which will be acquired, if the shareholder is
entitled to vote on the plan;

(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his or her
shares;

-29-

2. Altering or abolishing the voting rights pertaining to any of his or her
shares, except as such rights may be affected by the voting rights of new shares
then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of his or her
shares, when such exchange, cancellation, or reclassification would alter or
abolish the shareholder's voting rights or alter his or her percentage of equity
in the corporation, or effecting a reduction or cancellation of accrued
dividends or other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of the shareholder's redeemable
shares, altering or abolishing any provision relating to any sinking fund for
the redemption or purchase of any of his or her shares, or making any of his or
her shares subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of the
shareholder's preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of the shareholder's preferred
shares; or

7. Reducing any stated preferential amount payable on any of the shareholder's
preferred shares upon voluntary or involuntary liquidation; or

(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and obtain
payment for his or her shares.

(2) A shareholder dissenting from any amendment specified in paragraph (1)(e)
has the right to dissent only as to those of his or her shares which are
adversely affected by the amendment.

(3) A shareholder may dissent as to less than all the shares registered in his
or her name. In that event, the shareholder's rights shall be determined as if
the shares as to which he or she has dissented and his or her other shares were
registered in the names of different shareholders.

(4) Unless the articles of incorporation otherwise provide, this section does
not apply with respect to a plan of merger or share exchange or a proposed sale
or exchange of property, to the holders of shares of any class or series which,
on the record date fixed to determine the shareholders entitled to vote at the
meeting of shareholders at which such action is to be acted upon or to consent
to any such action without a meeting, were either registered on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc., or held of record by not fewer than 2,000 shareholders.

(5) A shareholder entitled to dissent and obtain payment for his or her shares
under this section may not challenge the corporate action creating his or her
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

-30-

607.1320 Procedure for exercise of dissenters' rights.--

(1)(a) If a proposed corporate action creating dissenters' rights under s.
607.1302 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders are or may be entitled to assert dissenters'
rights and be accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A
shareholder who wishes to assert dissenters' rights shall:

1. Deliver to the corporation before the vote is taken written notice of the
shareholder's intent to demand payment for his or her shares if the proposed
action is effectuated, and

2. Not vote his or her shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.

(b) If proposed corporate action creating dissenters' rights under s. 607.1302
is effectuated by written consent without a meeting, the corporation shall
deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for the shareholder's written consent or, if
such a request is not made, within 10 days after the date the corporation
received written consents without a meeting from the requisite number of
shareholders necessary to authorize the action.

(2) Within 10 days after the shareholders' authorization date, the corporation
shall give written notice of such authorization or consent or adoption of the
plan of merger, as the case may be, to each shareholder who filed a notice of
intent to demand payment for his or her shares pursuant to paragraph (1)(a) or,
in the case of action authorized by written consent, to each shareholder,
excepting any who voted for, or consented in writing to, the proposed action.

(3) Within 20 days after the giving of notice to him or her, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating the shareholder's name and address, the number, classes, and series of
shares as to which he or she dissents, and a demand for payment of the fair
value of his or her shares. Any shareholder failing to file such election to
dissent within the period set forth shall be bound by the terms of the proposed
corporate action. Any shareholder filing an election to dissent shall deposit
his or her certificates for certificated shares with the corporation
simultaneously with the filing of the election to dissent. The corporation may
restrict the transfer of uncertificated shares from the date the shareholder's
election to dissent is filed with the corporation.

(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
or her shares. After such offer, no such notice of election may be withdrawn
unless the corporation consents thereto. However, the right of such shareholder
to be paid the fair value of his or her shares shall cease, and the shareholder
shall be reinstated to have all his or her rights as a shareholder as of the
filing of his or her notice of election, including any intervening preemptive
rights and the right to payment of any intervening dividend or other
distribution or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as

-31-

determined by the board as of the time of such expiration or completion, but
without prejudice otherwise to any corporate proceedings that may have been
taken in the interim, if:

(a) Such demand is withdrawn as provided in this section;

(b) The proposed corporate action is abandoned or rescinded or the shareholders
revoke the authority to effect such action;

(c) No demand or petition for the determination of fair value by a court has
been made or filed within the time provided in this section; or

(d) A court of competent jurisdiction determines that such shareholder is not
entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which shareholders may
file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value for
such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:

(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and

(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.

(6) If within 30 days after the making of such offer any shareholder accepts the
same, payment for his or her shares shall be made within 90 days after the
making of such offer or the consummation of the proposed action, whichever is
later. Upon payment of the agreed value, the dissenting shareholder shall cease
to have any interest in such shares.

(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting shareholder,
as to whom the corporation requests the court to make such determination, is
entitled to receive payment for his or her shares. If the corporation fails to
institute the proceeding as herein provided, any dissenting shareholder may do
so in the name of the corporation. All dissenting shareholders (whether or not
residents of this state), other than shareholders who have agreed with the
corporation as to the value of their shares, shall be made parties to the
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding

-32-

upon each dissenting shareholder who is a resident of this state in the manner
provided by law for the service of a summons and complaint and upon each
nonresident dissenting shareholder either by registered or certified mail and
publication or in such other manner as is permitted by law. The jurisdiction of
the court is plenary and exclusive. All shareholders who are proper parties to
the proceeding are entitled to judgment against the corporation for the amount
of the fair value of their shares. The court may, if it so elects, appoint one
or more persons as appraisers to receive evidence and recommend a decision on
the question of fair value. The appraisers shall have such power and authority
as is specified in the order of their appointment or an amendment thereof. The
corporation shall pay each dissenting shareholder the amount found to be due him
or her within 10 days after final determination of the proceedings. Upon payment
of the judgment, the dissenting shareholder shall cease to have any interest in
such shares.

(8) The judgment may, at the discretion of the court, include a fair rate of
interest, to be determined by the court.

(9) The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the corporation, but all or any part of such
costs and expenses may be apportioned and assessed as the court deems equitable
against any or all of the dissenting shareholders who are parties to the
proceeding, to whom the corporation has made an offer to pay for the shares, if
the court finds that the action of such shareholders in failing to accept such
offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.

(10) Shares acquired by a corporation pursuant to payment of the agreed value
thereof or pursuant to payment of the judgment entered therefor, as provided in
this section, may be held and disposed of by such corporation as authorized but
unissued shares of the corporation, except that, in the case of a merger, they
may be held and disposed of as the plan of merger otherwise provides. The shares
of the surviving corporation into which the shares of such dissenting
shareholders would have been converted had they assented to the merger shall
have the status of authorized but unissued shares of the surviving corporation.

-33-

Form of Proxy Class A Common Stock

REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy Solicited On Behalf of the Board of Directors

The undersigned hereby appoints Glen R. Gilbert and Maria R. Scheker, or
either of them, the undersigned's proxies, with full power of substitution, to
vote all of the shares of Class A Common Stock of BFC FINANCIAL CORPORATION (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held at the Westin Hotel Fort
Lauderdale, 400 Corporate Drive (I-95 and Cypress Creek Road), Fort Lauderdale,
Florida 33334, on May 22, 2002 at 10:00 a.m. local time, and at any adjournment
or postponement thereof, as hereinafter specified upon the proposal listed on
the reverse side and as more particularly described in the Company's Proxy
Statement, receipt of which is hereby acknowledged, and in their discretion,
upon such other business as may properly come before such Annual Meeting or
adjournments or postponements thereof.

This Proxy will be voted in accordance with the instructions set forth herein,
or in the event no instructions are set forth, this Proxy will be voted FOR the
approval of the proposal set forth on the back of this card and described in the
accompanying Notice of Annual Meeting and Proxy Statement. This Proxy hereby
revokes all prior proxies given with respect to the shares of the undersigned.

(Continued, and to be signed and dated on the other side.)

-34-

1. Approval of an Amendment to the Company's Articles of Incorporation to
grant voting rights to the Company's Class A Common Stock and to fix the
relative voting power of the Company's Class A Common Stock and Class B
Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.

FOR AGAINST ABSTAIN
[_] [_] [_]

---------------------------------------------------------------------------

Please mark, sign, date and return this proxy card
promptly, using the enclosed envelope. No Postage
is required for mailing it in the United States.

Dated: ______________________________, 2002

__________________________________________________
(Signature of Stockholder)

IMPORTANT: Please sign exactly as name(s)
appear(s) at left. When signing as attorney,
executor, administrator, trustee, guardian, please
give full title as such. If a corporation, please
sign the full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.

-35-

Appendix - Form of Proxy Class B Common Stock

REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy Solicited On Behalf of the Board of Directors

The undersigned hereby appoints Glen R. Gilbert and Maria R. Scheker, or
either of them, the undersigned's proxies, with full power of substitution, to
vote all of the shares of Class B Common Stock of BFC FINANCIAL CORPORATION (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held at the Westin Hotel Fort
Lauderdale, 400 Corporate Drive (I-95 and Cypress Creek Road), Fort Lauderdale,
Florida 33334, on May 22, 2002 at 10:00 a.m. local time, and at any adjournment
or postponement thereof, as hereinafter specified upon the proposals listed on
the reverse side and as more particularly described in the Company's Proxy
Statement, receipt of which is hereby acknowledged, and in their discretion,
upon such other business as may properly come before such Annual Meeting or
adjournments or postponements thereof.

This Proxy will be voted in accordance with the instructions set forth herein,
or in the event no instructions are set forth, this Proxy will be voted FOR the
proposal set forth on the back of this Proxy and FOR the nominees set forth on
the back of this card and described in the accompanying Notice of Annual Meeting
and Proxy Statement. This Proxy hereby revokes all prior proxies given with
respect to the shares of the undersigned.

(Continued, and to be signed and dated on the other side.)

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1. Election of two directors - one to serve a one-year term to expire in 2003
and the other to serve a three year term to expire in 2005.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES NAMED BELOW:

Nominees: Earl Pertnoy (term to expire in 2003) and John E. Abdo (term to
expire in 2005).

FOR the nominees WITHHOLD AUTHORITY
listed above to vote for the nominee(s)
listed below.

[_] [_]

2. Approval of an Amendment to the Company's Articles of Incorporation to
grant voting rights to the Company's Class A Common Stock and to fix the
relative voting power of the Company's Class A Common Stock and Class B
Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.

FOR AGAINST ABSTAIN
[_] [_] [_]

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Please mark, sign, date and return this proxy card
promptly, using the enclosed envelope. No Postage
is required for mailing it in the United States.

Dated: ______________________________, 2002

__________________________________________________
(Signature of Stockholder)

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