Related Party Transactions and Outside Related Director Information

BFC Financial Corporation (BFCF)

4/17/2006 Proxy Information

During 2005, BankAtlantic Bancorp and BankAtlantic received fees from the Company and Levitt in connection with certain general and administrative services performance for these companies. BankAtlantic Bancorp provided the Company and Levitt with various back-office services, including, human resources, risk management, project planning, systems support and investor and public relations. The Company compensated BankAtlantic Bancorp for its costs incurred in providing these services plus five percent. Additionally, the Company and Levitt rent office space on a month-to-month basis from, and pay rent to, BankAtlantic Bancorp.

The following table sets forth fees paid by the Company, Levitt and Bluegreen to BankAtlantic Bancorp for the year ended December 31, 2005 (in thousands): (See page 9 of proxy for table).

In 2005, a subsidiary of BFC received $127,000 in consulting fees for assisting a subsidiary of Levitt in obtaining financing of certain properties. Also during 2005, Levitt paid Bluegreen approximately $81,000 for services provided.

Prior to the spin-off of Levitt as of December 31, 2003, Levitt declared an $8.0 million dividend to BankAtlantic Bancorp payable in the form of a five-year note with interest only payments payable monthly initially at the prime rate and thereafter at a prime rate plus increments of an additional 0.25% every six months. The outstanding balance of the note at December 31, 2005 was zero. The total interest income to BankAtlantic Bancorp for the year ended December 31, 2005 was approximately $0.9 million. The outstanding balance of these notes and related interest were not included in the Company’s financial statements as those amounts were eliminated in consolidation.

During 1999 and 2000, the Company (without consideration of BankAtlantic Bancorp) acquired interests in unaffiliated technology entities. During 2000 and 2001, 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 venture partnerships, and therefore, they are consolidated in the Company’s financial statements. The general partners are limited liability companies of which the members are: BFC Financial Corporation — 57.50%; John E. Abdo — 13.75%; Alan B. Levan — 9.25%; Glen R. Gilbert — 2.00%; and John E. Abdo, Jr. — 17.50%. At December 31, 2005, the Company’s net investment in these partnerships was $950,000. See also the information concerning director and management indebtedness set forth in the section titled “Director and Management Indebtedness” on page 5.

Certain of the Company’s affiliates, including its executive officers, have independently made investments with their own funds in both public and private entities in which the Company holds investments.

Florida Partners Corporation owns 133,314 shares of the Company’s Class B Stock and 1,270,924 shares of the Company’s Class A Stock. Mr. Levan may be deemed to beneficially be the principal shareholder and is a member of the Board of Florida Partners Corporation. Mr. Gilbert, Executive Vice President, Chief Financial and Accounting Officer and Secretary of the Company holds similar positions at Florida Partners Corporation.

BFC and Levitt maintain cash and securities sold under repurchase agreements at BankAtlantic. The balance in those accounts was $1.1 million and $5.1 million, respectively, at December 31, 2005 and BankAtlantic paid BFC and Levitt interest of $32,000 and $316,000, respectively on those accounts in 2005.

Included in the Company’s other assets at December 31, 2005 were approximately $131,000 due from affiliates.

During the year ended December 31, 2005, BFC sold 5,957,555 shares of its Class A Common Stock in an underwritten public offering at a price of $8.50 per share. Included in broker/dealer revenue in the Company’s statement of operations for the year ended December 31, 2005 was $1.95 million associated with Ryan Beck’s participation as lead underwriter in this offering. (Approximately $1.1 million of which was paid by Ryan Beck to third parties.)

The amounts paid or received by the Company from its affiliates may not be representative of the amounts that would be paid or received in an arms-length transaction. Such fees were eliminated in the Company’s Consolidated Statements of Operations.

During the years ended December 31, 2005 and 2004, actions were taken by Levitt with respect to the development of certain property owned by BankAtlantic. Levitt’s efforts included the successful rezoning of the property and obtaining the permits necessary to develop the property for residential and commercial use. At December 31, 2005, BankAtlantic had agreed to reimburse Levitt $438,000 for the costs incurred by it in connection with the development of this project. Levitt has also sought as additional compensation from BankAtlantic a percentage of the increase in the value of the underlying property attributable to Levitt’s efforts based upon the proceeds to be received from BankAtlantic on the sale of the property to a third party. The timing and amount of such additional compensation, if any, has not yet been agreed upon.

During the year ended December 31, 2005, Bluegreen provided risk management services to BankAtlantic Bancorp. The value of these services received by BankAtlantic Bancorp was calculated based on a percentage of cost basis. The table below sets forth fees paid by BankAtlantic Bancorp for property development and risk management consulting services performed by Levitt and Bluegreen: (See page 10 of proxy for table).

Effective January 1, 2006, certain employees of BankAtlantic were transferred to BFC to staff BFC’s shared service operations in the areas of human resources, risk management, investor relations and executive office administration. Such employees will provide services to BankAtlantic Bancorp, BankAtlantic, Levitt, Ryan Beck, Bluegreen and BFC and the costs of such employees will be allocated to such entities based upon proportionate usage of their services.

The Company and its subsidiaries utilized certain services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden, McClosky”), a law firm to which Bruno DiGiulian, a director of BankAtlantic Bancorp, is of counsel. Fees aggregating $207,000 were paid by BankAtlantic Bancorp to Ruden, McClosky during the year ended December 31, 2005. In addition, fees aggregating $1.3 million were paid to Ruden, McClosky by Levitt in 2005. Ruden, McClosky also represents Alan B. Levan and John E. Abdo with respect to certain other business interests.

Since 2002, Levitt has utilized certain services of Conrad & Scherer, a law firm in which William R. Scherer, a member of Levitt’s Board of Directors, is a member. Levitt paid fees aggregating $914,000 to this firm during the year ended December 31, 2005.

The Company has a 49.5% interest and affiliates and third parties have a 50.5% interest in a limited partnership formed in 1979, for which the Company’s Chairman serves as the individual General Partner. The partnership’s primary asset is real estate subject to net lease agreements. The Company’s cost for this investment, approximately $441,000, was written off in 1990 due to the bankruptcy of the entity leasing the real estate. During 2005, the Company received no distributions from the partnership.

Jarett Levan, the son of Alan B. Levan, Chairman of the Board and Chief Executive Officer, is employed by BankAtlantic as President. He was paid approximately $357,500 for his services to BankAtlantic Bancorp during 2005. Mr. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving approximately $57,500 during 2005.

Mr. Cobb also serves as a director of BankAtlantic Bancorp, Inc., a subsidiary of the company, where he serves on the Audit Committee and the Nominating/Corporate Governance Committee. Consistent with BankAtlantic Bancorp’s policies for compensating its non-employee directors, Mr. Cobb was paid $59,833 for his service as a director of BankAtlantic Bancorp in 2005 (inclusive of fees he earned for his service on board committees) and was issued options to acquire 3,482 shares of BankAtlantic Bancorp’s Class A Common Stock and 1,324 shares of restricted BankAtlantic Bancorp’s Class A Common Stock that vests monthly over 12 months.

The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2005, the Foundation made donations aggregating $516,585, including $25,000 to the Broward Community College Foundation (as the third installment of a 4-year commitment of $100,000 to the Will and Jo Holcombe Institute for Teaching and Learning), $15,000 to the Florida Grand Opera, $7,500 to the Leadership Broward Foundation, $10,000 to Nova Southeastern University (including $5,000 as the third installment of a 5-year commitment of $25,000 to the Wayne Huizinga School of Business; and $5,000 to Nova Southeastern University Libraries), $10,000 to the Museum of Art of Fort Lauderdale (as the second installment of a 3-year $30,000 commitment) and $5,000 to the West Broward Family YMCA. In 2005, BankAtlantic made donations of $2,500 to West Broward Family YMCA, $25,290 to United Way of Broward County, $5,200 to Nova Southeastern University, $6,000 to ArtServe, $6,060 to Museum of Art of Fort Lauderdale, $2,000 to Broward Community College Foundation, and $850 to Leadership Broward Foundation. Alan B. Levan sits on the Board of Nova Southeastern University, Jarett Levan sits on the Boards of the Leadership Broward Foundation, ArtServe and the Board of Governors of the Museum of Art of Fort Lauderdale, and D. Keith Cobb sits on the Boards of Nova Southeastern University and United Way of Broward County.