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 June 18, 1998 more than 5% of the Company's 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.

                                                        Class A          Class B
                                                     Common Stock     Common Stock
                                                       Ownership        Ownership        Percent of     Percent of
                                                         as of            as of            Class A       Class B
Name of Beneficial Owner                             June 18, 1998    June 18, 1998     Common Stock   Common Stock
------------------------                             -------------    -------------     ------------   ------------
I.R.E. Realty Advisory Group, Inc.     (2)(5)           1,375,000          500,000           21.30%        10.44%
I.R.E. Properties, Inc.                (5)                375,832          136,666            5.82%         2.85%
I.R.E. Realty Advisors, Inc.           (5)                666,108          242,221           10.32%         5.06%
Florida Partners, Corporation          (5)                366,614          133,314            5.68%         2.78%
Alan B. Levan                          (1)(3)(5)          156,929        1,139,972            2.43%        23.80%
John E. Abdo                           (1)(5)           1,019,563        1,163,478           15.80%        24.29%
Dr. Herbert A. Wertheim                (4)              1,145,232          416,448           17.74%         8.69%
Glen R. Gilbert                        (1)(5)               2,690           96,603            0.04%         2.02%
Earl Pertnoy                           (1)(5)              18,975           53,478            0.29%         1.12%
Carl E.B. McKenry, Jr                  (1)(5)                 688           48,978            0.01%         1.02%
All directors and executive officers
  of the Company as a group
  (5 persons)                          (1)(2)           3,982,399        3,514,710           61.70%        73.37%

~~~~~~~~~~~~~~~~~~~~~~
(1) The above ownership amounts and nature of beneficial ownership and percent of class include shares that may be acquired within 60 days pursuant outstanding stock options to purchase Class B Common Stock as follows:

                     Number of
   Name               Shares
   ----               ------
Alan B. Levan       1,082,907
John E. Abdo        1,162,500
Glen R. Gilbert        95,625
Earl Pertnoy           52,500
Carl E.B. McKenry      48,000
                    ---------
  Total             2,441,532
                    =========

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

(3) Alan B. Levan is a controlling and majority shareholder of the corporate general partner of a family limited partnership that owns 153,629 shares of Class A Common Stock and 55,865 shares of Class B Common Stock. The family limited partnership is a controlling and majority shareholder of I.R.E. Realty Advisors, Inc., 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 and therefore may be deemed to be the beneficial owner of the shares of Common Stock owned by such entities. Additionally, included above is 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. Alan B. Levan, therefore, may be deemed to have an aggregate beneficial ownership of 2,940,483 shares of Class A Common Stock (45.56%) and 2,152,173 shares of Class B Common Stock (44.93%).

(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, BFC Financial Corporation. Dr. Wertheim's mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.

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

BFC knows of no other persons who beneficially own 5% or more of its outstanding Common Stock.

ELECTION OF DIRECTORS

The bylaws of BFC Financial Corporation 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 four members. The term of one director expires at the Annual Meeting and it is therefore necessary to elect a director to fill such vacancy to serve for a three year term, or until his respective successor has been elected and qualified. The Board of Directors has nominated Alan B. Levan to serve as director in the class whose term expires at the 2001 Annual Meeting of Shareholders. The nominee is currently a member of the Company's Board of Directors.

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 director or officer of the Company.

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

    Name                  Age    Director Since   Term Expires
----------------------    ---    --------------   ------------
Alan B. Levan             53          1978            1998
Earl Pertnoy              72          1978            1999
Carl E. B. McKenry, Jr.   69          1981            2000
John E. Abdo              54          1988            1999

All Directors are to serve until the election and qualification of their respective successors.

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

Nominee To Serve Three-Year Term Expiring At The 2001 Annual Meeting

ALAN B. LEVAN formed the I.R.E. Group (predecessor companies to BFC Financial Corporation) in 1972. Since 1978, he has been the Chairman of the Board, President, and Chief Executive Officer of BFC Financial Corporation 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 President, Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. ("BBC"), the holding company for BankAtlantic, A Federal Savings Bank ("BankAtlantic") and BankAtlantic. He is an individual general partner and an officer and a director of the corporate general partner of a public limited partnership which is affiliated with BFC Financial Corporation.

Director Serving Three-Year Term Expiring At The 2000 Annual Meeting

CARL E. B. McKENRY, JR. is the Director of the Small Business Institute at the University of Miami in Coral Gables, Florida. He has been associated in various capacities with the University since 1955. He has been a director of BFC Financial Corporation since 1981 and is also a director of the corporate general partner of an affiliated public limited partnership.

Directors Serving Three-Year Terms Expiring At The 1999 Annual Meeting

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

JOHN E. ABDO is the President and Chief Executive Officer of The Abdo Companies, Inc., a real estate development, construction and brokerage firm, for more than five years. He has been Vice Chairman of the Board of BFC Financial Corporation since 1993. He has been a director of BankAtlantic since 1984, Chairman of the Executive Committee of BankAtlantic since October 1985 and Vice Chairman of the Board of BankAtlantic since April 1987. In 1994, he became a director of BBC. He is also a Director of Benihana National Corporation, a national restaurant chain, and Chairman of the Board of Coconut Code, Inc., a software company.

Meetings And Committees Of The Board Of Directors

During 1997, the Board of Directors held eleven 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.

The members of the Audit Committee are Dr. Carl E. B. McKenry, Jr. and Earl Pertnoy. The Audit Committee meets as needed but no less frequently than annually to consider the findings of BFC Financial Corporation'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, 1997.

The members of the Compensation Committee are Dr. Carl E. B. McKenry, Jr. and Earl Pertnoy. The Compensation Committee held one meeting during 1997. The primary purpose of the Compensation Committee is to establish and implement compensation policy and programs for BFC Financial Corporation 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 BFC Financial Corporation 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. 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.

    Name          Age    Position
    ----          ---    --------
Alan B. Levan     53    President, Chairman of the Board, Director
Glen R. Gilbert   53    Executive Vice President, Chief Financial Officer
                         and Secretary

The following persons are executive officers of BFC Financial Corporation's principal subsidiary, BBC. Positions indicated are those held at BBC.

  Name            Age  Position at BBC
  ----            ---  ---------------
Alan B. Levan     53   Director, Chairman of the Board and Chief
                       Executive Officer
John E. Abdo      54   Director, Vice Chairman of the Board
Frank V. Grieco   54   Senior Executive Vice President
Jasper Eanes      53   Executive Vice President, Chief Financial Officer

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

Background Of Executive Officers

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

GLEN R. GILBERT has been Executive Vice President of BFC Financial Corporation since July 1997. Prior to that date he served in the position of Senior Vice President of BFC Financial Corporation. In May 1987, he was appointed Chief Financial 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 an affiliated public limited partnership. He has been Vice President and a director of BankAtlantic Development Corporation, a wholly-owned subsidiary of BankAtlantic, since 1997.

The principal occupation and certain other information with respect to the executive officers of BBC is set forth below.

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

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

JASPER R. EANES joined BankAtlantic in January 1989 as Senior Vice President, Director of Internal Auditing and became Executive Vice President, Chief Financial Officer in August 1989. In 1994, he became Executive Vice President, Chief Financial Officer of BBC.

FRANK V. GRIECO joined BankAtlantic in April 1991 as Senior Executive Vice President. In 1994, he became Senior Executive Vice President of BBC. He served as a director of BankAtlantic from 1991 to May 1998 and as director of BBC from 1994 to June 1998.