UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment No. 1

þ		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Year Ended December 31, 2009

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number
001-09071

BFC Financial Corporation

(Exact name of registrant as specified in its Charter)

Florida		59-2022148
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2100 West Cypress Creek Road
Fort Lauderdale, Florida		33309
(Address of principal executive offices)		(Zip Code)

(954) 940-4900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.01 par value
Class B Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o     NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o     NO þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ     NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o     NO o

Indicate, by check mark, if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o     NO þ

On June 30, 2009, the aggregate market value of the registrant’s voting common equity held by non-affiliates was $10.8 million computed by reference to the closing price of the registrant’s Class A Common Stock on such date. The registrant does not have any non-voting common equity.

The number of outstanding shares of each of the registrant’s classes of common stock, as of April 20, 2010 was as follows:

Class A Common Stock, $.01 par value: 68,521,497 shares outstanding
Class B Common Stock, $.01 par value: 6,854,251 shares outstanding

 

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

BFC Financial Corporation (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2009 to include the remaining information required by Items 10-14 of Part III of Form 10-K.

BFC FINANCIAL CORPORATION

Amendment No. 1 to
Annual Report on Form 10-K
for the year ended December 31, 2009

TABLE OF CONTENTS

				Page
		PART III
Item 10.		Directors, Executive Officers and Corporate Governance			2
Item 11.		Executive Compensation			6
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			15
Item 13.		Certain Relationships and Related Transactions, and Director Independence			18
Item 14.		Principal Accounting Fees and Services			21
		PART IV
Item 15.		Exhibits, Financial Statement Schedules			22
EX-31.1
EX-31.2
EX-31.3

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth information with respect to the Company’s executive officers and directors as of April 20, 2010.

Name		Age				Position
Alan B. Levan			65			Chairman, Chief Executive Officer and President
John E. Abdo			66			Vice Chairman
Seth M. Wise			40			Executive Vice President and Director
John K. Grelle			66			Executive Vice President and Chief Financial Officer
Maria R. Scheker			52			Chief Accounting Officer
James Blosser			72			Director
D. Keith Cobb			69			Director
Darwin Dornbush			80			Director
Oscar Holzmann			67			Director
Jarett S. Levan			36			Director
Alan J. Levy			70			Director
Joel Levy			70			Director
William Nicholson			64			Director
William Scherer			62			Director
Neil Sterling			58			Director

The following additional information is provided for each of the above-named individuals, including, with respect to each director, the specific experience, qualifications, attributes and/or skills of the director which, in the opinion of the Company’s Board of Directors, qualifies him to serve as a director and are likely to enhance the Board of Directors’ ability to manage and direct the Company’s business and affairs. Officers serve at the discretion of the Board of Directors. Except as set forth below, there is no family relationship between any of the directors or executive officers, and there is no arrangement or understanding between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Alan B. Levan formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been Chairman of the Board, President and Chief Executive Officer of the Company or its predecessors. Since 1994, he has been Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and, since 1987, he has served as Chairman of the Board of BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. The Company owns shares of BankAtlantic Bancorp’s Class A Common Stock and Class B Common Stock representing approximately 65% of the total voting power of BankAtlantic Bancorp. Since 2002, Mr. Levan has also served as Chairman of the Board of Bluegreen Corporation, a New York Stock Exchange listed company in which the Company currently owns an approximately 52% voting interest (“Bluegreen”), and since June 2009, he has served as a director of Benihana, Inc., a NASDAQ listed company in which the Company holds a significant investment (“Benihana”). He was Chairman of the Board and Chief Executive Officer of Woodbridge Holdings Corporation (currently, Woodbridge Holdings, LLC) (“Woodbridge”) from 1985 until September 2009 when Woodbridge merged with a wholly owned subsidiary of the Company (the “Woodbridge Merger”). The Board believes that Mr. Levan is a strong operating executive and that his proven leadership skills enhance the Board and the Company. The Board also believes that Mr. Levan’s management positions and directorship positions at the Company, BankAtlantic Bancorp and BankAtlantic and his directorship positions at Bluegreen and Benihana provides the Board with critical insight regarding the business and prospects of each company. Alan B. Levan is the father of Jarett S. Levan.

John E. Abdo has been a director of the Company since 1988 and Vice Chairman of the Board of the Company since 1993. He has been Vice Chairman of the Board of BankAtlantic since April 1987, Chairman of the Executive Committee of BankAtlantic since October 1985 and a director and Vice Chairman of the Board of BankAtlantic Bancorp since 1994. Mr. Abdo has served on the Board of Directors of Benihana since 1990 and currently serves as its Vice Chairman. He has also served as Vice Chairman of the Board of Bluegreen since 2002. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of Directors and Finance Committee of the Performing Arts Center Authority (PACA) and former President and current director and Chairman of the Investment Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice Chairman of Woodbridge from 2001 until the consummation of the Woodbridge Merger during September 2009. The Board believes that it benefits greatly from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledge of the Florida business community and the business and affairs of the Company, BankAtlantic Bancorp, BankAtlantic, Bluegreen and Benihana, based on his long history of service on behalf of those entities. The Board also believes Mr. Abdo’s real estate background provides additional perspective to the Board.

Seth M. Wise has served as a director and Executive Vice President of the Company since he was appointed to such positions in connection with the consummation of the Woodbridge Merger during September 2009. From July 2005 until September 2009, Mr. Wise served as President of Woodbridge after serving as its Executive Vice President since September 2003. At the request of Woodbridge, Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding subsidiary of Woodbridge, prior to its filing for bankruptcy on November 9, 2007. He also previously was Vice President of Abdo Companies, Inc. The Board believes that Mr. Wise’s experience and background in the real estate industry gained from his executive positions at Woodbridge and Abdo Companies enhance the Board’s knowledge and insight relating to the Company’s operations and the real estate industry.

John K. Grelle joined the Company as acting Chief Financial Officer on January 11, 2008 and was appointed Executive Vice President and Chief Financial Officer of the Company on May 20, 2008. From May 2008 until the consummation of the Woodbridge Merger during September 2009, Mr. Grelle also served as Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. Prior to joining the Company, Mr. Grelle served as a Partner of Tatum, LLC, an executive services firm. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and principal of a business formation and strategic development consulting firm. From 1996 through 2003, Mr. Grelle served as Senior Vice President and Chief Financial Officer of ULLICO Inc. and, from 1993 through 1995, he served as Managing Director of DCG Consulting. Mr. Grelle has also been employed in various other executive and financial positions throughout his career, including Chairman and Chief Executive Officer of Old American Insurance Company; Controller of the financial services division of American Can Company (later known as Primerica); Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary of Primerica; President of Bell National Life; Senior Vice President and Chief Financial Officer of American Health and Life; Controller of Sun Life America; and Director of Strategic Planning and Budgeting for ITT Hamilton Life. Mr. Grelle is a former member of the Board of Directors of the N.Y. Council of Life Insurers.

Maria R. Scheker was appointed Chief Accounting Officer of the Company in April 2007. Ms. Scheker joined the Company in 1985 and has held various positions with the Company during this time, including Assistant Controller from 1993 through 2003. Ms. Scheker was appointed Controller of the Company in 2003 and Senior Vice President of the Company in March 2006. Ms. Scheker has been a Certified Public Accountant in the State of Florida since 2003.

James Blosser was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2001. Mr. Blosser has been an attorney with the law firm of Blosser & Sayfie since 2002. Since 2009, Mr. Blosser has served as a director of the Broward Performing Arts Foundation. He also previously served as a member of the Board of Directors of Mellon United National Bank. The Board believes that Mr. Blosser provides meaningful insight to the Board as a result of his extensive legal and business experience gained during his career as a practicing attorney.

D. Keith Cobb has served as a director of the Company since 2004. Since 1996, he has served as business consultant and strategic advisor to a number of companies. In addition, Mr. Cobb completed a six-year term on the Board of the Federal Reserve Bank of Miami in 2002. Mr. Cobb spent thirty-two years as a practicing Certified Public Accountant at KPMG LLP, and was Vice Chairman and Chief Executive Officer of Alamo Rent A Car, Inc. from 1995 until its sale in 1996. Mr. Cobb also serves on the Boards of Directors of BankAtlantic Bancorp and Alliance Data Systems Corporation, in each case since 2003, and he served on the Board of Directors of RHR International, Inc. from 1998 through 2008. The Board believes that it benefits from Mr. Cobb’s extensive banking, financial and Board service background and that Mr. Cobb brings insight to the Board with respect to the Company’s business, financial condition and strategic development.

3

Darwin Dornbush was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Dornbush has been a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP since 1964. He also serves as Secretary, and, until 2009, he served as a director, of Cantel Medical Corp., a healthcare company. In addition, during February 2009, Mr. Dornbush rejoined the Board of Directors of Benihana, as Non-Executive Chairman of the Board, after serving as a director of Benihana from 1995 through 2005. From 1983 until 2008, he also served as Secretary of Benihana and its predecessor. The Board believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous and current memberships on public company Boards.

Oscar Holzmann has served as a director of the Company since 2002. Since 1980, he has been an Associate Professor of Accounting at the University of Miami. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Board believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Audit Committee.

Jarett S. Levan is the President of BankAtlantic Bancorp and the Chief Executive Officer and President of BankAtlantic and has served in various capacities at BankAtlantic, including as Executive Vice President and Chief Marketing Officer; President, Alternative Delivery; President, BankAtlantic.com; and Manager of Investor Relations. He joined BankAtlantic as an attorney in the Legal Department in January 1998. Mr. Levan was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger. He has also served as a director of BankAtlantic Bancorp since 1999, the Broward Center for the Performing Arts since 2009, the Fort Lauderdale Museum of Art from 2003 through 2008 and again since 2009 and the Museum of Discovery and Science (Fort Lauderdale) since 2008. The Board believes that Mr. Levan’s management and directorship positions at BankAtlantic Bancorp and BankAtlantic allows him to provide insight to the Board with respect to the business and affairs of those entities. Jarett S. Levan is the son of Alan B. Levan.

Alan J. Levy was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2005. Mr. Levy is the founder and, since 1980, has served as the President and Chief Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming, marketing and distribution of a variety of fresh fruits and vegetables. The Board believes that Mr. Levy’s leadership skills and business experience gained from his service as the President and Chief Executive Officer of Great American Farms enhances the Board.

Joel Levy was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Levy is currently the Vice Chairman of Adler Group, Inc., a commercial real estate company, and he served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. Mr. Levy is a Certified Public Accountant with vast experience in public accounting. The Board believes that Mr. Levy’s experience relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting and his previous directorship at Woodbridge provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Audit Committee.

William Nicholson was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Nicholson has been a principal with Heritage Capital Group since 2003. Since 2004, Mr. Nicholson has also served as President of WRN Financial Corporation and, since 2008, he has been a principal with EXP Loan Services LLC. He is also the Managing Director of BSE Management, LLC. The Board believes that, because of Mr. Nicholson’s extensive knowledge of the capital and financial markets and broad experience working with the investment community, Mr. Nicholson can provide important insight to the Board on financial issues.

William Scherer was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2001. Mr. Scherer has been an attorney in the law firm of Conrad & Scherer, LLP or its predecessors since 1974. The Board believes that it benefits from Mr. Scherer’s extensive legal and business acumen.

Neil Sterling has served as a director of the Company since 2003. Since 1998, he has been the principal of The Sterling Resources Group, Inc., a business development consulting firm in Fort Lauderdale, Florida. As a successful business consultant, the Board believes that Mr. Sterling brings strategic insight to the Board, both with respect to the Company’s business and investments as well as emerging business models.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that, except as set forth below, all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2009. Alan B. Levan filed a Form 4 in December 2009 to report the sale of 351 shares of the Company’s Class A Common Stock (“Class A Stock”) during September 2009. The shares were held by Mr. Alan Levan through BankAtlantic’s 401(k) Plan and were sold by the Trustee for such plan in connection with Mr. Alan Levan’s participation in BankAtlantic Bancorp’s rights offering to its shareholders.

Code of Ethics

The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on the Company’s website at www.bfcfinancial.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.

Audit Committee Members and Financial Expert

The Company’s Board of Directors has established an Audit Committee. From January 1, 2009 through September 20, 2009, the Audit Committee consisted of Oscar Holzmann, Chairman, D. Keith Cobb and Neil Sterling. In addition, Earl Pertnoy, who served as a member of the Board of Directors of the Company or its predecessors since 1978, served on the Audit Committee until he passed away in January 2009. In connection with the consummation of the Woodbridge Merger during September 2009, eight new directors were appointed to the Board, and the composition of the Audit Committee was reconstituted to consist of, and the Audit Committee currently consists of, Joel Levy, Chairman, Oscar Holzmann and William Nicholson. The Board has determined that all of the members of the Audit Committee are “financially literate” and “independent” within the meaning of the listing standards of the NYSE Arca and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Mr. Joel Levy, the Chairman of the Audit Committee, and Mr. Holzmann are both qualified as “audit committee financial experts” within the meaning of SEC rules and regulations.

Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, during the fiscal years ended December 31, 2009 and 2008, the Company (including compensation paid by Woodbridge prior to the Woodbridge Merger), BankAtlantic Bancorp (including BankAtlantic) and Bluegreen paid to or accrued on behalf of Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, and John E. Abdo and Seth M. Wise, who, other than Mr. Alan Levan, were the Company’s two most highly compensated executive officers during the fiscal year ended December 31, 2009. Messrs. Alan Levan, Abdo and Wise are sometimes hereinafter collectively referred to as the “Named Executive Officers.”

																														Change in
																														Pension Value
																														and
																														Nonqualified
																										Non-equity				Deferred
																		Stock				Option				Incentive Plan				Compensation				All Other
Name and														Bonus				Awards				Awards				Compensation				Earnings				Compensation
Principal Position		Source (1)				Year				Salary($)				($)(2)				($)(3)				($)(3)				($)(6)				($)(7)				($)(8)				Total($)
Alan B. Levan,		BFC					2009				1,026,420				400,000				—				126,782	(4)			—				—				258,550				1,811,752
Chairman of the		BBX					2009				540,859				377,511				—				—				901,111				73,151				26,450				1,919,082
Board, President and		BXG					2009				—				—				—				—				—				—				—				—
Chief Executive Officer
											1,567,279				777,511				—				126,782				901,111				73,151				285,000				3,730,834
		BFC					2008				828,593				500,000				—				—				267,956				—				229,363				1,825,912
		BBX					2008				541,828				—				—				—				283,055				20,934				21,771				867,588
		BXG					2008				—				—				495,580	(5)			370,700	(5)			—				—				—				866,280
											1,370,421				500,000				495,580				370,700				551,011				20,934				251,134				3,559,780
John E. Abdo,		BFC					2009				1,026,420				400,000				—				134,427	(4)			—				—				307,740				1,868,587
Vice Chairman		BBX					2009				540,859				377,511				—				—				901,111				(8,274	)			8,444				1,819,651
of the Board		BXG					2009				—				—				—				—				—				—				6,433				6,433
											1,567,279				777,511				—				134,427				901,111				(8,274	)			322,617				3,694,670
		BFC					2008				811,957				500,000				—				—				223,219				—				307,740				1,842,916
		BBX					2008				509,274				—				—				—				281,785				12,147				9,240				812,446
		BXG					2008				—				—				495,580	(5)			370,700	(5)			—				—				5,634				871,914
											1,321,231				500,000				495,580				370,700				505,004				12,147				322,614				3,527,276
Seth M. Wise,		BFC					2009				350,007				175,000				—				17,585	(4)			—				—				17,000				559,592
Executive		BBX					2009				—				—				—				—				—				—				40				40
Vice President (9)		BXG					2009				—				—				—				—				—				—				—				—
											350,007				175,000				—				17,585				—				—				17,040				559,632

		Levan				Abdo				Wise
BFC
Perquisites and other benefits		$	106,171			$	—			$	—
Amounts paid for life and disability insurance premiums			135,567				—				—
Amounts paid for other insurance premiums			1,500				1,500				—
Contributions to 401(k) plan			—				—				9,800
Management fees paid to Abdo Companies, Inc.			—				306,240				—
Amounts paid for automobile expenses			15,312				—				7,200
All other compensation		$	258,550			$	307,740			$	17,000
BBX
Perquisites and other benefits		$	7,155			$	1,747			$	—
Amounts paid for insurance premiums			14,262				—				—
Contributions to retirement and 401(k) plans			4,993				6,657				—
Dividends on restricted stock, REIT shares			40				40				40
All other compensation		$	26,450			$	8,444			$	40
BXG
Perquisites and other benefits		$	—			$	6,433			$	—

Option Grants and Re-Pricings — 2009

On September 21, 2009, the Company granted options to purchase an aggregate of 753,254 shares of the Company’s Class A Stock principally to individuals who were directors, executive officers and employees of Woodbridge prior to the Woodbridge Merger, including Messrs. Alan Levan, Abdo and Wise who received options to purchase 152,680 shares, 187,380 shares and 79,824 shares of the Company’s Class A Stock, respectively. The options have an exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual installments beginning on September 21, 2010.

In addition, on September 21, 2009, the exercise price of options to purchase an aggregate of approximately 1,778,000 shares of the Company’s common stock, which were previously granted to and currently held by the Company’s directors and employees, was re-priced to $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009). The Compensation Committee approved the re-pricing based on its review of the Company’s outstanding stock options and a presentation by Mercer LLC, a third party compensation consultant. Prior to the re-pricing, the Company disclosed that the Compensation Committee intended to review the terms of outstanding options with a view to re-pricing the options because, given the trading price of the Company’s common stock and in light of adverse economic conditions, the Compensation Committee believed that the previously granted awards no longer provided appropriate incentives to optionholders. Included in the re-priced options were options to purchase an aggregate of 529,329 shares held by each of Messrs. Alan Levan and Abdo, which previously had exercise prices ranging from $1.84 per share to $8.92 per share. The re-pricings did not impact any of the other terms, including the vesting schedules or expiration dates, of the previously granted stock options.

Outstanding Equity Awards at Fiscal Year-End — 2009

The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, 2009.

		Option Awards
										Equity
										Incentive
										Plan Awards:
		Number of				Number of				Number of
		Securities				Securities				Securities
		Underlying				Underlying				Underlying
		Unexercised				Unexercised				Unexercised				Option				Option
		Options				Options				Unearned				Exercise				Expiration
Name		Exercisable				Unexercisable				Options				Price				Date
Alan B. Levan			210,579	(1) (3)			—				N/A			$	0.41	(9)			2/7/2013
			93,750	(1) (4)			—							$	0.41	(9)			7/28/2014
							75,000	(2) (5)						$	0.41	(9)			7/11/2015
							75,000	(2) (6)						$	0.41	(9)			6/5/2016
							75,000	(2) (7)						$	0.41	(9)			6/4/2017
							152,680	(2) (8)						$	0.41				9/21/2014
John E. Abdo			210,579	(1) (3)			—				N/A			$	0.41	(9)			2/7/2013
			93,750	(1) (4)			—							$	0.41	(9)			7/28/2014
							75,000	(2) (5)						$	0.41	(9)			7/11/2015
							75,000	(2) (6)						$	0.41	(9)			6/5/2016
							75,000	(2) (7)						$	0.41	(9)			6/4/2017
							187,380	(2) (8)						$	0.41				9/21/2014
Seth M. Wise							79,824	(2) (8)						$	0.41				9/21/2014

The following table sets forth certain information regarding equity-based awards of BankAtlantic Bancorp held by Messrs. Alan Levan and Abdo as of December 31, 2009. Mr. Wise does not currently hold, and as of December 31, 2009 did not hold, any equity-based awards of BankAtlantic Bancorp.

		Option Awards
										Equity
										Incentive
										Plan Awards:
		Number of				Number of				Number of
		Securities				Securities				Securities
		Underlying				Underlying				Underlying
		Unexercised				Unexercised				Unexercised				Option				Option
		Options(1)				Options(1)				Unearned				Exercise				Expiration
Name		Exercisable				Unexercisable				Options				Price				Date
Alan B. Levan			15,676	(2)							N/A			$	42.79				3/4/2012
			15,676	(3)										$	37.05				3/31/2013
			12,000	(4)										$	91.00				7/5/2014
							12,000	(5)						$	95.10				7/11/2015
							12,000	(6)						$	74.05				7/10/2016
							12,000	(7)						$	46.90				6/4/2017
John E. Abdo			10,451	(2)							N/A			$	42.79				3/4/2012
			10,451	(3)										$	37.05				3/31/2013
			8,000	(4)										$	91.00				7/5/2014
							8,000	(5)						$	95.10				7/11/2015
							8,000	(6)						$	74.05				7/10/2016
							8,000	(7)						$	46.90				6/4/2017

The following table sets forth certain information regarding equity-based awards of Bluegreen held by Messrs. Alan Levan and Abdo as of December 31, 2009. Mr. Wise does not currently hold, and as of December 31, 2009 did not hold, any equity-based awards of Bluegreen.

		Option Awards																				Stock Awards
																																		Equity
										Equity																				Equity				Incentive
										Incentive																				Incentive				Plan Awards:
										Plan																				Plan Awards:				Market or
										Awards:																Market				Number of				Payout Value
		Number of				Number of				Number of												Number of				Value of				Unearned				of Unearned
		Securities				Securities				Securities												Shares or				Shares or				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Units of				Units of				or Other				or Other
		Unexercised				Unexercised				Unexercised				Exercise				Option				Stock That				Stock That				Rights That				Rights That
		Options(1)				Options(1)				Unearned				Option				Expiration				Have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
Alan B. Levan			50,000	(1)							—			$	18.36				7/20/2015				—				—				—				—
							50,000	(2)			—			$	12.07				7/19/2016				—				—				—				—
							50,000	(3)			—			$	11.98				7/18/2017				—				—				—				—
							71,000	(4)			—			$	7.50				5/21/2015				—				—				—				—
							50,000	(5)			—			$	9.31				5/21/2018				—				—				—				—
											—				—				—				71,000	(4)		$	171,820				—				—
John E. Abdo			50,000	(1)							—			$	18.36				7/20/2015				—				—				—				—
							50,000	(2)			—			$	12.07				7/19/2016				—				—				—				—
							50,000	(3)			—			$	11.98				7/18/2017				—				—				—				—
							71,000	(4)			—			$	7.50				5/21/2015				—				—				—				—
							50,000	(5)			—			$	9.31				5/21/2018				—				—				—				—
											—				—				—				71,000	(4)		$	171,820				—				—

Pension Benefits — 2009

The following table sets forth certain information with respect to accumulated benefits as of December 31, 2009 under any BankAtlantic Bancorp plan that provides for payments or other benefits to Messrs. Alan Levan and Abdo at, following, or in connection with, retirement. Mr. Wise is not entitled to receive any payment or other benefit at, following, or in connection with, retirement under any BankAtlantic Bancorp plan.

Present Value

Number of Years

of Accumulated

Payments During

Name

Plan Name

Credited Service

Benefit(1)

Last Fiscal Year

Alan B. Levan

Retirement Plan for Employees of BankAtlantic

26

$

1,061,527

$

0

John E. Abdo

Retirement Plan for Employees of BankAtlantic

14

441,236

0

BankAtlantic Retirement Plan

Messrs. Alan Levan and Abdo are participants in the BankAtlantic Retirement Plan, which is a defined benefit plan. Effective December 31, 1998, BankAtlantic Bancorp froze the benefits under the BankAtlantic Retirement Plan. Participants who were employed at December 1, 1998 became fully vested in their benefits under the BankAtlantic Retirement Plan. While the BankAtlantic Retirement Plan is frozen, there will be no future benefit accruals. The BankAtlantic Retirement Plan was designed to provide retirement income based on an employee’s salary and years of active service, determined as of December 31, 1998. The cost of the BankAtlantic Retirement Plan is paid by BankAtlantic and all contributions are actuarially determined.

In general, the BankAtlantic Retirement Plan provides for monthly payments to or on behalf of each covered employee upon such employee’s retirement (with provisions for early or postponed retirement), death or disability. As a result of the freezing of future benefit accruals, the amount of the monthly payments is based generally upon two factors: (i) the employee’s average regular monthly compensation for the five consecutive years out of the last ten years ended December 31, 1998, or prior retirement, death or disability, that produces the highest average monthly rate of regular compensation; and (ii) the employee’s years of service with BankAtlantic at December 31, 1998. Benefits are payable for the retiree’s life, with ten years’ worth of payments guaranteed. The benefits are not subject to any reduction for Social Security or any other external benefits.

In 1996, BankAtlantic amended the BankAtlantic Retirement Plan and adopted a supplemental benefit for certain executives, as permitted by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code (the “Code”). This was done because of a change in the Code that operated to restrict the amount of the executive’s compensation that may be taken into account for BankAtlantic Retirement Plan purposes, regardless of the executive’s actual compensation. The intent of the supplemental benefit, when added to the regular BankAtlantic Retirement Plan benefit, was to provide to certain executives the same retirement benefits that they would have received had the Code limits not been enacted, subject to other requirements of the Code. The approximate targeted percentage of pre-retirement compensation for which Mr. Alan Levan will be eligible under the BankAtlantic Retirement Plan as a result of the supplemental benefit at age 65 is 33%. Mr. Abdo is not entitled to the supplemental benefit. The supplemental benefit also was frozen as of December 31, 1998. Because the percentage of pre-retirement compensation payable from the BankAtlantic Retirement Plan to Mr. Alan Levan, including the BankAtlantic Retirement Plan’s supplemental benefit, fell short of the benefit that he would have received under the BankAtlantic Retirement Plan absent the Code limits, BankAtlantic adopted the Split-Dollar Life Insurance Plan (the “BankAtlantic Split-Dollar Plan”) described below.

The following table illustrates annual pension benefits at age 65 for various levels of compensation and years of service at December 31, 1998, the date on which BankAtlantic Retirement Plan benefits were frozen.

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

BankAtlantic Split-Dollar Plan

BankAtlantic adopted the BankAtlantic Split-Dollar Plan in 1996 to provide additional retirement benefits to Mr. Alan Levan, whose monthly benefits under the BankAtlantic Retirement Plan were limited by changes to the Code. Under the BankAtlantic Split-Dollar Plan and its accompanying agreement with Mr. Alan Levan, BankAtlantic arranged for the purchase of an insurance policy (the “Policy”) insuring the life of Mr. Alan Levan. The Policy is anticipated to accumulate significant cash value over time, which cash value is expected to supplement Mr. Alan Levan’s retirement benefit payable from the BankAtlantic Retirement Plan. Under the terms and conditions of the agreement between BankAtlantic and Mr. Alan Levan, Mr. Alan Levan owns the Policy, but BankAtlantic agreed to make premium payments for the Policy until Mr. Alan Levan reached the retirement age of 65 or his death, if earlier (the “triggering event”). Pursuant to the agreement, following the triggering event, BankAtlantic is entitled to be reimbursed for the amount of all premiums previously paid by it for the Policy. As Mr. Levan reached the retirement age of 65 during September 2009, BankAtlantic will be reimbursed for the premiums previously paid by it for the Policy (which totaled $3,367,410 in the aggregate) and will no longer make premium payments for the Policy. The portion of the amount paid in prior years attributable to the 2009 premium for the Policy that is considered compensation to Mr. Alan Levan is included under “All Other Compensation” in the row entitled “BBX” in the “Summary Compensation Table” above. The BankAtlantic Split-Dollar Plan was not included in the freezing of the BankAtlantic Retirement Plan, and BankAtlantic made premium payments for the Policy from 1998 through 2009.

Compensation of Directors

The Company’s Compensation Committee recommends director compensation to the Board based on factors it considers appropriate and based on the recommendations of management. Previously, each director of the Company who was not also an employee of the Company, BankAtlantic Bancorp, BankAtlantic or Bluegreen (each, a “non-employee director”) received compensation valued at $100,000 annually for service on the Board of Directors, payable in cash, restricted stock or non-qualified stock options, in such combinations as the director elected, provided that no more than $50,000 was payable in cash. Effective July 1, 2009, the Compensation Committee approved a change to the Company’s director compensation policy. As a result of the change, each non-employee director currently receives an annual cash retainer of $70,000 annually for his service on the Board of Directors. In addition to compensation for their service on the Board of Directors, the Company pays compensation to directors for their service on the Board’s committees. This compensation was not affected by the change in Board service compensation described above. The Chairman of the Audit Committee receives an annual cash retainer of $15,000. All other members of the Audit Committee receive annual cash retainers of $10,000. The Chairman of the Compensation Committee, Nominating/Corporate Governance Committee and Investment Committee each receive an annual cash retainer of $3,500. Other than the Chairman, members of the Compensation Committee, Nominating/Corporate Governance Committee and Investment Committee do not currently receive additional compensation for their service on those committees. Additionally, during 2009, Jarett S. Levan, who was appointed to the Company’s Board of Directors during September 2009, received $12,500 from the Company for his services on its behalf. This amount is included in the column entitled “All Other Compensation” in the “Director Compensation — 2009” table below. Mr. Jarett Levan is the President of BankAtlantic Bancorp and the Chief Executive Officer and President of BankAtlantic and, accordingly, is not a non-employee director.

In addition to the cash payments described above, during 2009, the Company granted to its non-employee directors options to purchase an aggregate of 215,118 shares of the Company’s Class A Stock. The options have an exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual installments beginning on September 21, 2010. Further, on September 21, 2009, options held by Messrs. Holzmann, Cobb and Sterling to purchase an aggregate of 349,276 shares of the Company’s common stock at exercise prices ranging from $0.83 per share to $8.40 per share were re-priced to $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009). Additional information regarding these option re-pricings is included in the section entitled “Option Grants and Re-Pricings — 2009” above.

The following table sets forth, for the fiscal year ended December 31, 2009, certain information regarding the compensation paid to the Company’s directors (other than the Named Executive Officers who did not separately receive any compensation for their service on the Board of Directors):

																		Change in
																		Pension Value
		Fees																and Nonqualified
		Earned												Non-Equity				Deferred
		or Paid				Stock				Option				Incentive Plan				Compensation				All Other
		in Cash($)				Awards($)				Awards(1)(2)($)				Compensation($)				Earnings($)				Compensation($)				Total($)
James Blosser (3)			18,375				—				14,660				—				—				—				33,035
D. Keith Cobb (4)			68,375				—				1,296				—				—				—				69,671
Darwin Dornbush (3)			17,500				—				3,277				—				—				—				20,777
Oscar Holzmann			73,750				—				15,912				—				—				—				89,662
Jarett S. Levan			—				—				—				—				—				12,500				12,500
Alan J. Levy (3)			17,500				—				2,110				—				—				—				19,610
Joel Levy (3)			21,250				—				8,743				—				—				—				29,993
William Nicholson (3)			20,000				—				14,398				—				—				—				34,398
William R. Scherer (3)			17,500				—				4,203				—				—				—				21,703
Neil Sterling			71,000				—				15,912				—				—				—				86,912
Earl Pertnoy (5)			5,292				—				3,181				—				—				—				8,473

		Stock
Name		Options
James Blosser			66,544	(a)
D. Keith Cobb			6,250	(b)
Darwin Dornbush			14,876	(a)
Oscar Holzmann			171,513	(c)
Jarett S. Levan			—
Alan J. Levy			9,577	(a)
Joel Levy			39,686	(a)
William Nicholson			65,357	(a)
William R. Scherer			19,078	(a)
Neil Sterling			171,513	(c)
Earl Pertnoy			20,290	(b)(d)

	(a)		Represents options to purchase shares of Class A Stock.
	(b)		Represents options to purchase shares of Class B Stock.

	(c)		Represents options to purchase shares of Class A Stock and Class B Stock as follows: Mr. Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; and Mr. Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock.
	(d)		Represents options held by Pertnoy Parent Limited Partnership at December 31, 2009 which expired during January 2010. Mr. Pertnoy was the President of Pertnoy Parent, Inc., the General Partner of Pertnoy Parent Limited Partnership.

(3)

Amounts for Messrs. Blosser, Dornbush, Alan Levy, Joel Levy, Nicholson and Scherer reflect compensation paid to them from September 21, 2009 (at which time they were appointed to the Company’s Board of Directors in connection with the consummation of the Company’s merger with Woodbridge) through December 31, 2009. Prior to their appointment to the Company’s Board of Directors, they served as directors of Woodbridge and received the following additional compensation in consideration for their service on Woodbridge’s Board of Directors and its committees from January 1, 2009 through September 20, 2009: Mr. Blosser — $60,125; Mr. Dornbush — $45,939; Mr. Alan Levy — $60,939; Mr. Joel Levy — $70,473; Mr. Nicholson — $76,250; and Mr. Scherer — $45,939.

(4)

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

(5) Mr. Pertnoy died during January 2009.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 8, 2010, certain information as to the Company’s Class A Stock and Class B Stock beneficially owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock. In addition, this table includes the outstanding securities beneficially owned by (i) each Named Executive Officer, (ii) each of the Company’s directors and (iii) the Company’s directors and executive officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of the Company’s Class A Stock or Class B Stock as of April 8, 2010. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and with the Company pursuant to the Exchange Act. For purposes of the table below, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class A Stock or Class B Stock which he or she has or shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after April 8, 2010. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned.

				Class A				Class B				Percent of				Percent of
				Stock				Stock				Class A				Class B
Name of Beneficial Owner		Notes		Ownership				Ownership				Stock				Stock
Florida Partners Corporation		(1,2,4,5)			1,270,294				133,314				2.0	%			1.9	%
I.R.E. Properties, Inc.		(1,2,4,5)			4,662,929				561,017				7.6	%			8.2	%
Levan Enterprises, Ltd.		(1,2,4,5)			1,299,130				146,865				2.1	%			2.1	%
Alan B. Levan		(1,2,3,4,5,6,7)			79,555				2,406,235				3.5	%			33.6	%
John E. Abdo		(1,2,3,4,6,7)			3,384,292				3,273,797				9.3	%			45.7	%
Seth M. Wise		(2)			5,091				—				*				0.0	%
D. Keith Cobb		(1,2,3)			97,656				6,250				*				*
Darwin Dornbush		(2)			35,211				—				*				0.0	%
Oscar Holzmann		(1,2,3)			164,361				20,290				*				*
Jarett S. Levan		(2,7)			10,753				—				*				0.0	%
Alan J. Levy		(2)			42,206				—				*				0.0	%
Joel Levy		(2)			21,872				—				*				0.0	%
William Nicholson		(2)			19,954				—				*				0.0	%
William Scherer		(2)			131,831				—				*				0.0	%
Neil Sterling		(1,2,3)			164,361				20,290				*				*
Dr. Herbert A. Wertheim		(1,8)			3,968,157				416,448				6.4	%			6.1	%
Pennant Capital Management, L.L.C		(9)			10,415,492				—				15.2	%			0.0	%
Greek Investments, Inc.		(10)			5,151,713				—				7.5	%			0.0	%
SC Fundamental Value Fund L.P.		(11)			3,928,108				—				5.7	%			0.0	%
All directors and executive officers of the Company as of April 8, 2010 as a group (15 persons)		(1,2,3,4,5,6,7)			11,389,539				6,578,205				23.8	%			87.5	%

Equity Compensation Plan Information

Information required by Item 12 with respect to the Company equity compensation plans is included in Part III of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 31, 2010.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

The Company may be deemed to be controlled by Alan B. Levan and John E. Abdo, Chairman, Chief Executive Officer and President of the Company and Vice Chairman of the Company, respectively, who collectively may be deemed to beneficially own shares of the Company’s Class A Stock and Class B Stock representing approximately 72% of the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” above for further information with respect to the share ownership of each of Messrs. Levan and Abdo.

The Company may be deemed to be the controlling shareholder of BankAtlantic Bancorp and Bluegreen. The Company also has a direct non-controlling interest in Benihana. Alan B. Levan and John E. Abdo are each executive officers and directors of BankAtlantic Bancorp and directors of Bluegreen and Benihana.

As previously discussed, on September 21, 2009, Woodbridge Holdings Corporation merged with a wholly owned subsidiary of the Company. In connection with the merger, each outstanding share of Woodbridge’s Class A Common Stock, other than those held by shareholders of Woodbridge who exercised and perfected their appraisal rights under Florida law, converted into the right to receive 3.47 shares of the Company’s Class A Stock. Prior to the consummation of the merger, the Company owned approximately 22% of Woodbridge’s Class A Common Stock and all of Woodbridge’s Class B Common Stock, representing approximately 59% of the total voting power of Woodbridge. Shares otherwise issuable to the Company attributable to the shares of Woodbridge’s Class A Common Stock and Class B Common Stock owned by the Company were canceled in connection with the merger. Alan B. Levan and John E. Abdo served as the Chairman and Chief Executive Officer of Woodbridge and Vice Chairman of Woodbridge, respectively, and John K. Grelle, the Company’s Executive Vice President and Chief Financial Officer, served as the Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. In addition, effective upon consummation of the merger, Seth M. Wise, Woodbridge’s Executive Vice President, was appointed to serve as Executive Vice President of the Company, and each of Mr. Wise, Jarett S. Levan, who is the President of BankAtlantic Bancorp, the Chief Executive Officer and President of BankAtlantic and the son of Alan B. Levan, and the following six directors of Woodbridge who were not also directors of the Company — James Blosser, Darwin Dornbush, Alan J. Levy, Joel Levy, William Nicholson and William Scherer — were appointed to the Company’s Board of Directors.

The following table presents related party transactions between the Company, BankAtlantic Bancorp, Woodbridge and Bluegreen incurred at, and for the years ended, December 31, 2009 and 2008. Amounts set forth for Woodbridge for 2009 include only those amounts related to the period from January 2009 through September 2009, when Woodbridge was merged with a wholly owned subsidiary of BFC. Any amounts related to Woodbridge after that time, including cash and cash equivalents at December 31, 2009, are included in the amounts set forth for BFC.

				At and For the Year Ended December 31, 2009
												BankAtlantic
(in thousands)				BFC				Woodbridge				Bancorp				Bluegreen
Shared service income (expense)		(a)		$	3,153				(811	)			(1,805	)			(537	)
Facilities cost		(a)		$	(260	)			(113	)			319				54
Interest income (expense) from cash balance/deposits		(b)		$	5				34				(39	)			—
Cash and cash equivalents and (deposits)		(b)		$	20,863				—				(20,863	)			—

				At and For the Year Ended December 31, 2008
												BankAtlantic
(in thousands)				BFC				Woodbridge				Bancorp				Bluegreen
Shared service income (expense)		(a)		$	3,157				(1,135	)			(1,593	)			(429	)
Facilities cost		(a)		$	(245	)			(101	)			271				75
Interest income (expense) from cash balance/securities sold under agreements to repurchase		(b)		$	8				72				(80	)			—
Cash and cash equivalents and (securities sold under agreements to repurchase)		(b)		$	263				4,433				(4,696	)			—

In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information technology support in exchange for monthly payments of $10,000 and a one-time set-up charge of approximately $17,000. Monthly payments were increased to $15,000 effective April 1, 2009. During the years ended December 31, 2009 and 2008, fees of approximately $160,000 and $90,000, respectively, were paid to BankAtlantic under this agreement.

In prior periods, BankAtlantic Bancorp issued options to purchase shares of BankAtlantic Bancorp’s Class A Common Stock to employees of Woodbridge prior to the spin-off of Woodbridge to BankAtlantic Bancorp’s shareholders on December 31, 2003. Additionally, certain employees of BankAtlantic Bancorp have transferred to affiliate companies, and BankAtlantic Bancorp has elected, in accordance with the terms of BankAtlantic Bancorp’s stock option plans, not to cancel the stock options held by those former employees. BankAtlantic Bancorp accounts for these options to former employees as employee stock options because these individuals were employees of BankAtlantic Bancorp on the grant date. There were no options exercised by former employees during the years ended December 31, 2009 or 2008.

BankAtlantic Bancorp’s options outstanding to former employees consisted of the following as of December 31, 2009 and 2008:

As of December 31, 2009

As of December 31, 2008

BankAtlantic

Weighted

BankAtlantic

Weighted

Bancorp’s

Average

Bancorp’s

Average

Class A

Exercise

Class A

Exercise

Common Stock

Price

Common Stock

Price

Options outstanding

45,476

$

53.57

53,789

$

48.46

Options non-vested

6,181

$

95.10

13,610

$

92.85

Jarett S. Levan, who is a member of the Company’s Board of Directors and who serves as a director and as the President of BankAtlantic Bancorp and as a director and the Chief Executive Officer and President of BankAtlantic, is the son of Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, BankAtlantic Bancorp’s Chairman and Chief Executive Officer and BankAtlantic’s Chairman. Mr. Jarett Levan’s total compensation from BankAtlantic Bancorp and BankAtlantic was approximately $1,079,000 and $580,000 during 2009 and 2008, respectively.

Director Independence

The Company’s Board of Directors has affirmatively determined that James Blosser, D. Keith Cobb, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson, William Scherer and Neil Sterling, who together comprise a majority of the Board of Directors, are “independent,” as such term is defined under applicable rules and regulations relating to the independence of directors. Although the Company’s Class A Stock is no longer listed on NYSE Arca, the Board of Directors continued to use the definition of “independence” set forth in the listing standards of NYSE Arca for purposes of making its independence determinations. With respect to each of the directors determined to be independent, the Board specifically discussed and considered the following relationships, each of which the Board determined did not constitute a material relationship that would impair the director’s independence:

	•		Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp and BankAtlantic. The Company owns shares of BankAtlantic Bancorp’s Class A Common Stock and Class B Common Stock representing approximately 65% of BankAtlantic Bancorp’s total voting power. In addition, Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, serves as Chairman and Chief Executive Officer of BankAtlantic Bancorp and Chairman of BankAtlantic; John E. Abdo serves as Vice Chairman of each of the Company, BankAtlantic Bancorp and BankAtlantic; and Jarett S. Levan, a member of the Company’s Board of Directors, serves as President of BankAtlantic Bancorp and Chief Executive Officer and President of BankAtlantic.
	•		Mr. Cobb is also a member of the Board of Directors of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. Alan B. Levan is a Trustee of Nova Southeastern University and the Chairman of its Finance Committee. Additionally, in 2008, BankAtlantic and its affiliated entities together made donations of $32,500 to the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. No such donations were made in 2007 or 2009.
	•		Messrs. Blosser, Alan Levy and Scherer serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. Blosser serves on the Board of Directors of the Broward Performing Arts Foundation with Mr. Abdo. BankAtlantic and its affiliated entities together made donations of $10,000 and $5,000 to the Broward Performing Arts Foundation during 2009 and 2008, respectively. No such donations were made during 2007. Mr. Blosser is also a subcontractor on a business development project on which Mr. Sterling is a consultant.
	•		Each of Mr. Alan Levy and Great American Farms, Inc., a corporation of which Mr. Alan Levy is the President and Chief Executive Officer, Mr. Joel Levy and an entity in which he owns a 25% interest, and Mr. Scherer have a banking relationship with BankAtlantic in the ordinary course of BankAtlantic’s business.
	•		Mr. Scherer is a Partner at the law firm of Conrad & Scherer LLP. During 2008 and 2007, Woodbridge paid fees to Conrad & Scherer LLP totaling approximately $4,000 and $22,000, respectively. The Company did not pay any fees to Conrad & Scherer LLP during 2008 or 2007, and neither the Company nor Woodbridge paid any fees to such law firm during 2009. Mr. Scherer is also a member of the Board of Directors of a privately held entity to which Mr. Sterling serves as a consultant.

Item 14. Principal Accounting Fees and Services.

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

		2009				2008
		(in thousands)
BFC Financial Corporation
Audit fees			1,067	(1)			469	(1)
Audit — related fees			89	(3)			—
Tax fees			5				—
All other fees			—				—
BankAtlantic Bancorp
Audit fees			1,582	(1)			1,675	(1)
Audit — related fees			74	(3)			77	(3)
Tax fees			—				—
All other fees			40				—
Woodbridge
Audit fees			150	(2)			715	(2)
Audit — related fees			—				—
Tax fees			—				—
All other fees			—				—

All audit-related services and other services were pre-approved by the audit committee of the respective company, which concluded that the provision of such services by PwC was compatible with the maintenance of PwC’s independence in the conduct of its auditing functions.

Under the charter of the Company’s Audit Committee, the Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the independent auditor and shall not engage the independent auditor to perform any non-audit services prohibited by law or regulation. Each year, the independent auditor’s retention to audit the Company’s financial statements, including the associated fee, is approved by the Audit Committee. Under its current practices, the Audit Committee does not regularly evaluate potential engagements of the independent auditor and approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent auditor, and management may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements involving projected fees of $10,000 or less on behalf of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings. If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting. Engagements involving projected fees of more than $10,000 may only be pre-approved by the full Audit Committee at a regular or special meeting of the Audit Committee.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

Documents filed as part of this Amendment No. 1 to Annual Report on Form 10-K:

(3)

Exhibits

Exhibit
Number				Description
	31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.3			Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Alan B. Levan   Alan B. Levan		Chairman, Chief Executive Officer and President		April 30, 2010
/s/ John E. Abdo   John E. Abdo		Vice Chairman		April 30, 2010
/s/ Seth M. Wise   Seth M. Wise		Executive Vice President and Director		April 30, 2010
/s/ John K. Grelle   John K. Grelle		Chief Financial Officer		April 30, 2010
/s/ Maria R. Scheker   Maria R. Scheker		Chief Accounting Officer		April 30, 2010
/s/ James Blosser   James Blosser		Director		April 30, 2010
/s/ D. Keith Cobb   D. Keith Cobb		Director		April 30, 2010
/s/ Darwin Dornbush   Darwin Dornbush		Director		April 30, 2010
/s/ Oscar J. Holzmann   Oscar J. Holzmann		Director		April 30, 2010
/s/ Jarett S. Levan   Jarett S. Levan		Director		April 30, 2010
/s/ Alan J. Levy   Alan J. Levy		Director		April 30, 2010
/s/ Joel Levy   Joel Levy		Director		April 30, 2010
/s/ William Nicholson   William Nicholson		Director		April 30, 2010
/s/ William Scherer   William Scherer		Director		April 30, 2010
/s/ Neil A. Sterling   Neil A. Sterling		Director		April 30, 2010

EXHIBIT INDEX

Exhibit
Number				Description
	31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.3			Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002