LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS



Know all by these presents, that the undersigned hereby makes, constitutes and

appoints each of the Chief Executive Officer,the Chief Financial Officer and

the Chief Accounting Officer of BFC Financial Corporation, a Florida

corporation ("BFC"), each acting individually, as the undersigned's true

and lawful attorney-in-fact, with full power and authority as hereinafter

described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including

any amendments thereto) with respect to the securities of BFC with the

United States Securities and Exchange Commission and any and all other national securities

exchanges as considered necessary or advisable under Section 16(a) of the

Securities Exchange Act of 1934 and the rules and regulations promulgated

thereunder, as the same may be amended from time to time (the "Exchange Act");

(2) seek or obtain, as the undersigned's representative and on the undersigned's

behalf, information on transactions in BFC securities from any third party,

including brokers, employee benefit plan administrators and trustees, and the

undersigned hereby authorizes any such person to release any such information

to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-

fact are necessary or desirable for and on behalf of the undersigned in connection

with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-

in-fact to act in his or her discretion on information provided to such attorney-in-fact

without independent verification of such information;

(2) any documents prepared and/or executed by each such attorney-in-fact on

behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form

and will contain such information and disclosure as such attorney-in-fact, in his

or her discretion, deems necessary or desirable;

(3) neither BFC nor any of such attorneys-in-fact assumes: (i) any liability

for the undersigned's responsibility to comply with the requirements of the

Exchange Act; (ii) any liability of the undersigned for any failure to comply with such requirements; or

(iii) any obligation or liability of the undersigned

for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for

compliance with the undersigned's obligations under the Exchange Act, including,

without limitation, the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants each and all of the foregoing attorneys-in-fact

full power and authority to do and perform all and every act and thing whatsoever

requisite, necessary or appropriate to be done in and about the foregoing matters

as fully to all intents and purposes as the undersigned might or could do if

present, hereby ratifying all that each and all such attorneys-in-fact of, for and on behalf

of the undersigned, shall lawfully do or cause to be done by virtue of this Limited

Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until revoked by the

undersigned in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be

executed as of this 2nd day of June, 2008.



/s/ Earl Pertnoy

 Earl Pertnoy