10-K/A

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, 2007

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

Commission File Number
34-027228

BankAtlantic Bancorp, Inc.

(Exact name of registrant as specified in its Charter)

Florida	65-0507804
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 West Cypress Creek Road
Ft. Lauderdale, Florida	33309
(Address of principal executive offices)	(Zip Code)

(954) 940-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, Par Value $.01 Per Share	New York Stock Exchange
(Title of Class)	(Name of Exchange on Which Registered)

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

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, 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 þ	Non-accelerated filer o	Smaller reporting company o
		(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

The aggregate market value of the voting common equity held by non-affiliates was $368 million computed by reference to the closing price of the registrant’s Class A Common Stock on June 30, 2007.

The number of shares of the registrant’s Class A Common Stock outstanding on April 28, 2008 was 51,382,764. The number of shares of the registrant’s Class B Common Stock outstanding on April 28, 2008 was 4,876,124.

Documents Incorporated by Reference

None.

EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on Form 10-K/A is being filed by BankAtlantic Bancorp, Inc. (the “Company”) to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2008 (the “Original Form 10-K”), to include the information required by Items 10-14 of Part III of Form 10-K. The Company is also amending the exhibit list included in Item 15 of Part IV of the Original Form 10-K by filing as Exhibit 3.2 hereto the Company’s Amended and Restated By-laws, as amended on December 4, 2007, which shall replace Exhibit 3.3 to the Original Form 10-K. The Company’s Amended and Restated By-laws, as amended on December 4, 2007, were previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 5, 2007.

BankAtlantic Bancorp, Inc.

Amendment No. 1 to
Annual Report on Form 10-K/A
for the year ended December 31, 2007

TABLE OF CONTENTS

 EX-3.2 Amended and Restated By-laws

 EX-31.1 Section 302 Certification of CEO

 EX-31.2 Section 302 Certification of CFO

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names, ages and positions of the executive officers of the Company and/or its wholly-owned subsidiary, BankAtlantic, and the directors of the Company as of April 28, 2008.

Name	Age		Position
Alan B. Levan		63	Chairman of the Board, Chief Executive Officer and Director of the Company and Chairman of the Board of BankAtlantic
John E. Abdo		64	Vice Chairman of the Board and Director of the Company and Vice Chairman of the Board of BankAtlantic
Jarett S. Levan		34	President and Director of the Company and President and Chief Executive Officer of BankAtlantic
Lloyd B. DeVaux		55	Executive Vice President and Chief Operating Officer of the Company and BankAtlantic
Douglas K. Freeman		57	Executive Vice President, Corporate Banking Division of BankAtlantic
Patricia M. Lefebvre		55	Executive Vice President, Retail Banking Division of BankAtlantic
Jay C. McClung		59	Executive Vice President and Chief Risk Officer of BankAtlantic
Susan D. McGregor		47	Executive Vice President and Chief Talent Officer of the Company and BankAtlantic
Lewis F. Sarrica		64	Executive Vice President and Chief Investment Officer of BankAtlantic
Marcia K. Snyder		52	Executive Vice President, Commercial Lending Division of BankAtlantic
Valerie C. Toalson		42	Executive Vice President and Chief Financial Officer of the Company and BankAtlantic
D. Keith Cobb		67	Director of the Company
Steven M. Coldren		60	Director of the Company
Bruno L. DiGiulian		74	Director of the Company
Mary E. Ginestra		83	Director of the Company
Willis N. Holcombe		62	Director of the Company
David A. Lieberman		72	Director of the Company
Charlie C. Winningham, II		75	Director of the Company

The following additional information is provided for each of the above-named individuals. Officers serve at the discretion of the Company’s Board of Directors. 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 and, other than as described below, there is no family relationship between any of the directors or executive officers.

Alan B. Levan is a director, Chairman of the Board and Chief Executive Officer of the Company and Chairman of the Board of BankAtlantic. Mr. Levan became a director of BankAtlantic in 1984 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure. He was first elected as an officer of BankAtlantic in 1987. Mr. Levan also serves as a director, Chairman of the Board, Chief Executive Officer and President of BFC Financial Corporation (“BFC”) and as a director, Chairman of the Board and Chief Executive Officer of Levitt Corporation (“Levitt”). BFC is the controlling shareholder of the Company and Levitt. Mr. Levan is a director and Chairman of the Board of Bluegreen Corporation (“Bluegreen”), a company in which Levitt owns a 31% interest. Levitt and Bluegreen have common stock listed on the New York Stock Exchange, and BFC’s Class A common stock is listed on NYSE Arca, Inc. Alan B. Levan is Jarett S. Levan’s father.

John E. Abdo is a director and Vice Chairman of the Board of the Company, BankAtlantic, BFC, Levitt and Bluegreen, as well as a director of Benihana Inc., a public reporting company in which BFC is a minority shareholder. Mr. Abdo became a director of BankAtlantic in 1984 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure.

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Jarett S. Levan is a director and President of the Company 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 has served as a director of the Company since 1999. Jarett S. Levan is the son of Alan B. Levan.

Lloyd B. DeVaux joined BankAtlantic as an Executive Vice President and Chief Information Officer in June 2001. Mr. DeVaux became Executive Vice President and Chief Operating Officer in March 2004 and was named Executive Vice President and Chief Operating Officer of the Company in April 2005. From 1995 until he joined BankAtlantic, Mr. DeVaux was Senior Executive Vice President and Chief Information Officer of Union Planters Corporation in Memphis, Tennessee.

Douglas K. Freeman joined BankAtlantic in August 2007 as Executive Vice President and Chief Corporate Banking Executive. Prior to joining BankAtlantic, Mr. Freeman served as Chairman and Chief Executive Officer of NetBank, and was a member of the Executive Committee and President of the Consumer Finance Division of NationsBank (subsequently Bank of America). Additionally, he was a member of Barnett Bank’s Senior Management Committee from 1991 through 1998, serving as Chief Corporate Bank Executive and Chief Consumer Bank Executive. Previous to that, Mr. Freeman headed the Business Banking Group at Wells Fargo.

Patricia M. Lefebvre joined BankAtlantic in 1999 as Regional Market Manager and became President, Miami-Dade, in 2006 and President, South Florida Stores, in 2007. In December 2007, Ms. Lefebvre became Executive Vice President, Retail Banking Division of BankAtlantic.

Jay C. McClung joined BankAtlantic as Executive Vice President and Chief Credit Officer in February 2000 and served as a consultant to BankAtlantic during a leave of absence from April 2002 to April 2003. In December 2004, he became BankAtlantic’s Executive Vice President and Chief Risk Officer. Before joining BankAtlantic, Mr. McClung was the Executive Vice President and Chief Credit Officer at Synovus Financial Corporation from 1995 through 2000.

Susan D. McGregor has been the Executive Vice President, Human Resources, of the Company and BankAtlantic since March 2004, which position was restyled as Chief Talent Officer in 2006. She also serves as the senior human resources executive for both BFC and Levitt. She had served as Senior Vice President, Human Resources of BankAtlantic since 1991 and in various other capacities in the Human Resources Department of BankAtlantic since joining BankAtlantic in November 1986.

Lewis F. Sarrica joined BankAtlantic in April 1986 and became Executive Vice President and Chief Investment Officer in December 1986. Previously, Mr. Sarrica served as the Investment Division Director for Dollar Dry Dock Savings Bank.

Marcia K. Snyder joined BankAtlantic in November 1987 and became Executive Vice President, Commercial Lending Division in August 1989. Between 1987 and 1989, she served as Senior Vice President and Manager of the Commercial Real Estate Lending Department. Prior to joining BankAtlantic, she served as Vice President and Manager of the Broward Commercial Real Estate Lending Department at Sun Bank/South Florida.

Valerie C. Toalson joined BankAtlantic in February 2006 as Senior Vice President and Chief Financial Officer. She was promoted to Executive Vice President of BankAtlantic in January 2007 and Executive Vice President and Chief Financial Officer of the Company in July 2007. Previously, she served as Senior Vice President and Controller of Bank of Oklahoma, NA, and in several other senior operating positions with that company. Prior to 1993, she was a Manager and practicing CPA in the financial services industry practice with Price Waterhouse.

D. Keith Cobb has served as a director of the Company since 2003. Mr. Cobb has served as a business consultant and strategic advisor to a number of companies since 1996. 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 CPA at KPMG, 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 BFC and Alliance Data Systems Corporation.

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Steven M. Coldren became a director of BankAtlantic in 1986 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure. Mr. Coldren is President of Business Information Systems, Inc., a distributor of digital recording systems. Until 2004, Mr. Coldren was also Chairman of Medical Information Systems, Corp., a distributor of hospital computer systems.

Bruno L. DiGiulian became a director of BankAtlantic in 1985 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure. Mr. DiGiulian is a former partner of the law firm of Ruden, McClosky, Smith, Schuster & Russell, P.A., from which he retired his of counsel position in 2006.

Mary E. Ginestra became a director of BankAtlantic in 1980 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure. Ms. Ginestra is a private investor.

Willis N. Holcombe has served as a director of the Company since 2003. Dr. Holcombe is the Chancellor of the Florida Community College System. He was the President of Broward Community College from January 1987 until his retirement in January of 2004, and he resumed service as the interim President of Broward Community College from November 2006 to July 2007.

David A. Lieberman has served as a director of the Company since 2006. Mr. Lieberman served as Senior Vice President for Business and Finance at the University of Miami from 1978 until his retirement in 2006. He was a practicing CPA at Arthur Andersen for the twelve years ended 1969. Mr. Lieberman previously served as a director of Foamex International, Inc., whose stock is traded on the Nasdaq Global Market, and IVAX Corporation, whose stock was traded on the American Stock Exchange, the London Stock Exchange and the Warsaw Stock Exchange prior to its acquisition in January 2006 by Teva Pharmaceutical Industries, Ltd.

Charlie C. Winningham, II became a director of BankAtlantic in 1976 and a director of the Company in 1994 when BankAtlantic reorganized into a holding company structure. Mr. Winningham is a private investor. He was the President of C.C. Winningham Corporation, a land surveying firm, from 1963 until his retirement in 2003.

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 during the year ended December 31, 2007, 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.

Code of Ethics

The Company has a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, including its 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.bankatlanticbancorp.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. There were no such waivers from or amendments to the Code of Business Conduct and Ethics in 2007. In February 2008, the Company made ministerial amendments to the Code of Business Conduct and Ethics, and the amended Code of Business Conduct and Ethics is available on the Company’s website at www.bankatlanticbancorp.com.

Audit Committee Members and Financial Expert

The Company’s Board of Directors has established an Audit Committee. The Audit Committee consists of D. Keith Cobb, Chairman, Steven M. Coldren and David A. Lieberman. The Company’s Board of Directors has determined that each of Messrs. Cobb and Lieberman is as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K and that each is “independent” within the meaning of the listing standards of the New York Stock Exchange and applicable SEC rules and regulations relating to directors serving on audit committees.

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ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee of the Board of Directors administers the compensation program for the Company’s executive officers and the executive officers of the Company’s subsidiary – BankAtlantic. Each of the Company’s executive officers also serves on the Executive Management Council of BankAtlantic with the other executive officers of BankAtlantic. The Compensation Committee reviews and determines all executive officer compensation, administers the Company’s equity incentive plans (including reviewing and approving grants to the Company’s executive officers), makes recommendations to shareholders with respect to proposals related to compensation matters and generally consults with management regarding employee compensation programs.

The Compensation Committee’s charter reflects these responsibilities, and the Compensation Committee and the Board periodically review and, if appropriate, revise the charter. The Board determines the Compensation Committee’s membership, which is composed entirely of independent directors. The Compensation Committee meets at regularly scheduled times during the year, and it may also hold specially scheduled meetings and take action by written consent. At Board meetings, the Chairman of the Compensation Committee reports on Compensation Committee actions and recommendations.

Throughout this Amendment No. 1 to Annual Report on Form 10-K/A, the term “named executive officers” is used to refer collectively to the individuals named in the “Summary Compensation Table” on page 9.

Compensation Philosophy and Objectives

The Company’s compensation program for executive officers consists of a base salary, an annual cash incentive program, periodic grants of restricted stock or stock options, and health and welfare benefits. The Compensation Committee believes that the most effective executive officer compensation program is one that is designed to align the interests of the executive officers with those of shareholders by compensating the executive officers in a manner that advances both the short- and long-term interests of the Company and its shareholders. The Compensation Committee believes that the Company’s compensation program for executive officers is appropriately based upon the performance of the Company, the performance and level of responsibility of the executive officer, and market data regarding the value of the executive officer’s position at organizations similar to the Company.

Pursuant to its authority under its charter to engage the services of outside advisors, experts and others to assist the Compensation Committee, the Compensation Committee engaged the services of Mercer (US) Inc. (“Mercer”), a human resources consulting firm, to meet with and advise the Compensation Committee with respect to establishing the Company’s 2008 compensation program for Mr. Alan Levan, the Company’s Chairman, and Mr. Abdo, the Company’s Vice Chairman.

Messrs. Alan Levan and Abdo hold senior positions in BFC, the controlling shareholder of the Company, and Levitt, an affiliate of the Company that is also controlled by BFC. During 2007, in addition to the compensation paid to them by the Company, Messrs. Alan Levan and Abdo also received compensation from BFC and Levitt. While the Compensation Committee does not determine the compensation paid to Messrs. Alan Levan and Abdo by BFC and Levitt, the Compensation Committee considers the fact that Messrs. Alan Levan and Abdo allocate a portion of their time to those companies when determining the compensation the Company pays to them.

Role of Executive Officers in Compensation Decisions

The Compensation Committee makes all compensation decisions for the named executive officers, the Company’s other executive officers and the executive officers of BankAtlantic, and approves recommendations regarding equity awards to all employees of the Company. The Compensation Committee reviews the performance of and establishes the compensation of the Company’s Chief Executive Officer. The Company’s Chief Executive Officer reviews the performance of the Company’s Vice Chairman and President. The Company’s President reviews the performance of the other named executive officers, as well as other members of the Executive Management Council

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of BankAtlantic. Based on these reviews, the Company’s Chief Executive Officer and President make recommendations to the Compensation Committee regarding the compensation of the other named executive officers and the other members of the Executive Management Council of BankAtlantic. These recommendations include, among others, those with respect to setting and adjusting base salary, annual cash incentive awards and equity awards. In approving compensation recommendations for such executive officers, the Compensation Committee can exercise its discretion in modifying upward or downward any recommended amounts or awards to executive officers. In 2007, the Compensation Committee accepted without modification the recommendations of the Company’s Chief Executive Officer and President with respect to the base salary, annual cash incentive awards and equity awards paid or to be paid by the Company to the executive officers.

Executive Officer Compensation Components

Based on the objectives outlined in the “Compensation Philosophy and Objectives” section above, the Compensation Committee has structured the Company’s compensation program for executive officers to motivate and reward the executive officers for achievements of the business goals set by the Company. For the fiscal year ended December 31, 2007, the principal components of compensation for the named executive officers were:

• base salary;

• annual incentive program; and

• long-term equity incentive compensation.

Base Salary

The Compensation Committee believes that the base salaries offered by the Company are competitive based on a review of market practices and the duties and responsibilities of each executive officer. In setting base salaries, the Compensation Committee periodically examines market compensation levels and trends observed in the market for executives of comparable experience and skills. Market information is used as an initial frame of reference for establishing and adjusting base salaries. The Compensation Committee believes that the named executive officers’ base salaries should be competitive with those of other executives with comparable experience at organizations similar to the Company.

In addition to examining market compensation levels and trends, the Compensation Committee makes base salary decisions for the named executive officers based on an annual review by the Compensation Committee with input and recommendations from the Company’s Chief Executive Officer and President. The Compensation Committee’s review includes, among other things, the functional and decision-making responsibilities of each position, the significance of the executive officer’s specific area of individual responsibility to the Company’s financial performance and achievement of overall goals, and the contribution, experience and work performance of each executive officer.

With respect to base salary decisions for the Company’s Chief Executive Officer, the Compensation Committee made an assessment of Mr. Alan Levan’s past performance as the Company’s Chief Executive Officer and its expectations as to his future contributions to the Company, as well as the factors described above for the other named executive officers, including examining market compensation levels and trends and evaluating his individual performance. Mercer provided a presentation to the Compensation Committee regarding the overall compensation to be paid to Chairman Levan and Vice Chairman Abdo, including market surveys and comparisons, market data and alternatives to consider when making determinations with respect to appropriate compensation. In evaluating the performance of Mr. Alan Levan for purposes of not only his base salary, but also his cash bonus under the Company’s annual incentive program and equity awards under the Company’s long-term equity incentive compensation program, the Compensation Committee considered the Company’s 2007 operating results and its financial condition. In its review, the Compensation Committee noted several specific items relative to Mr. Alan Levan’s performance, including, the successful consummation of the sale of Ryan Beck and his efforts in maintaining the well capitalized status of BankAtlantic in the current challenging economic environment in Florida.

The 2007 base salary for the Company’s Chief Executive Officer, Mr. Alan Levan, increased by 4% from 2006. The 2007 base salary for the Company’s President, Mr. Jarett Levan, was $415,000. The other named executive officers’ 2007 base salaries increased in the range of 4% to 12% from 2006. For 2008, the Company’s Chief

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Executive Officer’s base salary was set at $540,858 (a decrease of 9% from 2007) and the Vice Chairman’s base salary was increased to $540,858 from $425,600, and the base salaries of Ms. Toalson and Messrs. DeVaux and Jarett Levan were increased by 3%. As described in further detail throughout this Amendment No. 1 to Annual Report on Form 10-K/A, each of Messrs. White, Fuchs and Begelman retired or resigned from their respective executive positions with the Company during 2007. Mr. White continues to serve the Company in a non-executive capacity, and the Compensation Committee approved the payment to Mr. White of $94,900 on an annual basis over a four-year period commencing on June 30, 2007, the effective date of his retirement as Executive Vice President and Chief Financial Officer of the Company. For a detailed description of the amounts paid or to be paid by the Company to each of Messrs. White, Fuchs and Begelman in connection with their respective retirements or resignations from executive positions with the Company, see “Potential Payments Upon Termination or Change-in-Control” below.

Annual Incentive Program

The Company’s annual incentive program is intended to promote high performance and achievement of certain corporate strategic goals and initiatives, encourage the growth of shareholder value, and allow executives, including the named executive officers, to participate in the growth and profitability of the Company. The Company’s 2007 annual incentive program was a cash bonus plan, based solely upon the achievement of a pre-established objective relating to financial performance. This objective was established during the Company’s annual budget cycle. All members of the Executive Management Council of BankAtlantic, including the named executive officers (other than Messrs. White, Fuchs and Begelman), were eligible for a cash bonus, ranging from 0% to 200% of base salary, under the Company’s 2007 annual incentive program. In 2007, the threshold objective was not achieved and, accordingly, no cash bonuses were awarded to these named executive officers under the Company’s annual incentive program. As discussed in further detail throughout this Amendment No. 1 to Annual Report on Form 10-K/A, Mr. Begelman resigned from his executive position with BankAtlantic during 2007 and has advised BankAtlantic that he intends to resign from his non-executive position in June 2008. For 2007, Mr. Begelman was paid a discretionary bonus of $250,000, a portion of which will reduce any amounts payable to him as severance.

For 2008, the Compensation Committee modified the Company’s annual incentive program. Under the 2008 annual incentive program, an executive officer’s cash bonus will be dependent, in whole or in part, upon his or her achievement of financial performance goals which vary based upon the role the executive officer plays with respect to the overall financial performance of the Company and the financial performance of his or her respective division. Bonuses paid under the Company’s 2008 annual incentive program may also depend on the executive officer’s achievement of certain pre-established division specific goals. Additionally, for certain of the named executive officers, but not for the Company’s Chief Executive Officer, the 2008 annual incentive program also includes a discretionary component under which bonuses may be paid based upon a subjective evaluation of the named executive officer’s performance in areas outside those that may be objectively measured based on specific financial goals. In 2008, all of the Company’s Chief Executive Officer’s cash bonus and 70% to 100% of the other named executive officers’ cash bonuses will be related to the achievement of the pre-established objectives under the Company’s 2008 annual incentive program. The remaining 30% of the other named executive officers’ cash bonuses will be payable under the discretionary component of the Company’s 2008 annual incentive program. As discussed in further detail throughout this Amendment No. 1 to Annual Report on Form 10-K/A, each of Messrs. White, Fuchs and Begelman retired or resigned from their respective executive positions with the Company during 2007. Accordingly, Messrs. White, Fuchs and Begelman will not be eligible to receive bonuses under the Company’s 2008 annual incentive program.

In addition to being eligible for a cash bonus under the Company’s annual incentive program, the named executive officers are eligible for a cash award under the BankAtlantic Profit Sharing Stretch Plan (the “Profit Sharing Plan”). The Profit Sharing Plan provides a payout to all BankAtlantic employees, including the named executive officers, in an amount equal to a percentage of annual base salary based upon the achievement of certain pre-established financial goals. In 2007, a total of $99,878 in cash was awarded to the named executive officers under the Profit Sharing Plan as follows:

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Alan B. Levan	$	21,793
Valerie Toalson	$	8,706
Lloyd B. DeVaux	$	16,099
John E. Abdo	$	15,240
Jarett S. Levan	$	11,850
Mark D. Begelman	$	15,131
James A. White	$	11,059

Long-Term Equity Incentive Compensation

The Company’s long-term equity incentive compensation program provides an opportunity for the named executive officers, and the other executive officers, to increase their stake in the Company through grants of options to purchase shares of the Company’s common stock and encourages executive officers to focus on long-term Company performance by aligning the executive officers’ interests with those of the Company’s shareholders, since the ultimate value of such compensation is directly dependent on the stock price.

The Compensation Committee’s grant of stock options to executive officers is entirely discretionary based on an assessment of the individual executive officer’s contribution to the success and growth of the Company. Decisions by the Compensation Committee regarding grants of stock options to executive officers are generally made based upon the recommendation of the Company’s Chief Executive Officer (other than with respect to grants of stock options to the Company’s Chief Executive Officer), the level of the executive officer’s position with the Company, an evaluation of the executive officer’s past and expected future performance, the number of outstanding and previously granted stock options to the executive officer, and discussions with the executive officer.

In 2007, all of the executive officers, including the named executive officers (other than Messrs. White and Fuchs) were granted options to purchase shares of the Company’s Class A common stock (“Class A Stock”), with an exercise price equal to the market value of the Class A Stock on the date of grant, and which vest on the fifth anniversary of the date of grant. The Compensation Committee believes that such stock options serve as a significant aid in the retention of the executive officers, since these stock option awards do not vest until five years after the grant date.

Internal Revenue Code Limits on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the corporation’s chief executive officer and four other most highly compensated executive officers as of the end of any fiscal year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met.

The Compensation Committee believes that it is generally in the Company’s best interest to attempt to structure performance-based compensation, including stock option grants or performance-based restricted stock awards and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that satisfies the statute’s requirements for full tax deductibility for the compensation. In an effort to meet these objectives, among others, the Company adopted the 2007 annual incentive program to provide performance based goals. The Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards when necessary to enable the Company to meet its overall objectives, even if the Company may not deduct all of the compensation. Accordingly, there is no assurance that compensation paid by the Company in the future will meet the requirements for deductibility under Section 162(m).

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Compensation Committee Report

The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Company’s Compensation Discussion and Analysis be included in this Amendment No. 1 to Annual Report on Form 10-K/A.

Submitted by the Members of the Compensation Committee:

Steven M. Coldren, Chairman
Mary E. Ginestra
Charlie C. Winningham, II
Willis N. Holcombe

Compensation of Named Executive Officers

Summary Compensation Table

All officers of the Company are also officers of BankAtlantic. The following table sets forth certain summary information concerning compensation paid or accrued by the Company or BankAtlantic during the years ended December 31, 2007 and 2006 to or on behalf of the Company’s Chief Executive Officer and Chief Financial Officer and each of the next three highest paid executive officers (determined as of December 31, 2007), the former Chief Financial Officer who served in that position through June 30, 2007, and two individuals who were executive officers during 2007 but not at December 31, 2007, who otherwise would have been included as one of the next three highest paid executive officers but for the fact that they were not executive officers as of December 31, 2007. Officers of the Company who also serve as officers or directors of affiliates also receive compensation from such affiliates for services rendered on behalf of the affiliates.

																	Change in
																	Pension
																	Value and
																	Nonqualified
														Non-Equity			Deferred
								Stock			Option			Incentive Plan			Compensation			All Other
Name and Principal Position	Year		Salary		Bonus			Awards			Awards			Compensation			Earnings			Compensation			Total
Alan B. Levan, Chief Executive Officer		2007	$	590,480		—			—		$	351,664	(2)	$	21,793	(3)	$	53,905	(4)	$	21,000	(5)	$	1,038,842
		2006	$	567,769	$	11,688			—		$	348,152		$	248,655		$	104,639		$	22,269		$	1,303,172
Valerie C. Toalson,(8) Chief Financial Officer		2007	$	266,566		—			—		$	47,059	(2)	$	8,706	(3)		—		$	56,395	(5)	$	378,726
		2006		N/A		N/A						N/A			N/A			N/A			N/A			N/A
Lloyd B. DeVaux,(6) Chief Operating Officer,		2007	$	445,095		—		$	139,815	(1)	$	146,527	(2)	$	16,099	(3)		—		$	165,867	(5)	$	913,403
		2006	$	412,923	$	52,887		$	139,815		$	145,063		$	126,053			—		$	249,729		$	1,126,470
John E. Abdo, Vice Chairman		2007	$	415,140		—			—		$	234,443	(2)	$	15,240	(3)	$	25,849	(4)	$	21,675	(5)	$	712,347
		2006	$	385,585	$	8,170			—		$	232,101		$	172,174		$	47,221		$	29,484		$	874,735
Jarett S. Levan, President (CEO and President of BankAtlantic)		2007	$	385,489		—			—		$	107,213	(2)	$	11,850	(3)		—	(4)	$	24,773	(5)	$	529,303
		2006		N/A		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Mark D. Begelman, (10) Former Executive Vice President,
BankAtlantic		2007	$	424,531	$	250,000	(10)		—		$	94,434	(2)	$	15,131	(3)		—		$	18,013	(5)	$	802,109
		2006		N/A		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Jay R. Fuchs, (7) Former Executive Vice President, BankAtlantic		2007	$	125,321		—			—		$	235,318	(2)		—			—		$	427,336	(5)	$	787,975
		2006	$	539,040		—			—		$	150,615		$	154,482			—		$	22,766		$	866,903
James A. White,(9) Former Chief Financial Officer		2007	$	234,442		—			—		$	136,928	(2)	$	11,059	(3)		—		$	14,538	(5)	$	396,967
		2006	$	362,296	$	37,791			—		$	145,063		$	119,211			—		$	21,209		$	685,570

9

(1)

All restricted stock are shares of the Company’s Class A Stock. The amount represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007 in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting, of restricted stock grants, including amounts from awards granted prior to 2007. There were no forfeitures during 2007. Additional information regarding shares of restricted stock held by Mr. DeVaux is set forth in the “Outstanding Equity Awards at Fiscal Year-End – 2007,” “Option Exercises and Stock Vested – 2007” and “Potential Payments Upon Termination or Change-in-Control” tables below.

(2)

All options indicated are options to purchase shares of the Company’s Class A Stock. The amount represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007

10

	in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting of stock option grants, including amounts from awards granted prior to 2007. Assumptions used in the calculation of these amounts are included in footnote 17 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Original Form 10-K. There were no forfeitures during 2007. Additional information regarding stock options awarded to the named executive officers in 2007, including the grant date fair value of such stock options, is set forth in the “Grants of Plan-Based Awards – 2007” table below.
(3)	Amounts for each named executive officer pursuant to the Company’s Profit Sharing Plan. The Company’s Profit Sharing Plan is more fully described in the “Compensation Discussion and Analysis” section beginning on page 5.
(4)	Represents the increase in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the “Retirement Plan”); however, Mr. Jarett Levan had a $22 decrease in the actuarial present value of accumulated benefits under the Retirement Plan. Additional information regarding the Retirement Plan is set forth in the “Pension Benefits – 2007” table below.
(5)	Items included under “All Other Compensation” for 2007 for each named executive officer are set forth in the table below:

All Other Compensation

											Dividends
											on
			Perquisites						Company		Restricted
			and Other		Tax				Contributions		Stock,		BankAtlantic				Separa-		Other
			Personal		Reimburs-		Insurance		to Retirement and		REIT		Pension Plan		Auto		tion		Compen-
Name	Year		Benefits		ements		Premiums		401(k) Plans		Shares		Trustee Fee		Allowance		Payments		sation		Total
Alan B. Levan		2007	$	1,523	$	—	$	10,437	$	9,000	$	40	$	—	$	—	$	—	$	—	$	21,000
Valerie C. Toalson		2007		502		12,972		—		9,000		—		—		7,163		—		26,758		56,395
Lloyd B. DeVaux		2007		1,285		133,263		—		9,000		14,934		—		7,385		—		—		165,867
John E. Abdo		2007		—		—		—		9,000		40		5,250		7,385		—		—		21,675
Jarett S. Levan		2007		8,348		—		—		9,000		40		—		7,385		—		—		24,773
Mark D. Begelman		2007		1,628		—		—		9,000		—		—		7,385		—		—		18,013
Jay R. Fuchs		2007		—		—		—		—		—		—		2,215		425,121		—		427,336
James A. White		2007		—		—		—		9,000		—		—		5,538		—		—		14,538

Amounts included under “Insurance Premiums” in the table above were paid in connection with the Split-Dollar Life Insurance Plan (the “Split-Dollar Plan”). Additional information regarding the Split-Dollar Plan is set forth in the narrative accompanying the “Pension Benefits – 2007” table below.

The value of perquisites and other personal benefits included under “Perquisites and Other Personal Benefits” in the table above is calculated based on their incremental cost to the Company, which is determined based on the actual cost of providing these perquisites and other personal benefits. During 2007, no named executive officer had perquisites which in the aggregate exceeded $10,000.

(6) Mr. DeVaux entered into a letter agreement with BankAtlantic, dated April 18, 2001 and effective June 4, 2001, pursuant to which BankAtlantic employed Mr. DeVaux as Executive Vice President and Chief Information Officer. The agreement provides Mr. DeVaux with an initial annual base salary of $288,750, with discretionary annual adjustments, and incentive compensation based on the achievement of certain performance goals of up to 50% of base salary. Mr. DeVaux also received a one-time payment of $100,000 and 195,000 restricted shares of the Company’s Class A Stock, which restricted shares vest 10% per year for 10 years beginning June 4, 2002. He is entitled to the dividends on all such shares as such dividends are paid. The Company also pays Mr. DeVaux a “gross-up” for taxes due on vested restricted shares, which is included in “All Other Compensation.” The agreement

11

	also contains provisions regarding termination and change-in-control, including acceleration of vesting of his restricted shares, which are more fully described in the “Potential Payments upon Termination or Change-in-Control” table below.
(7)	Mr. Fuchs entered into an agreement with BankAtlantic, dated February 9, 2007 and effective February 16, 2007, in connection with his resignation as Executive Vice President of Community Banking Division of BankAtlantic. Additional information regarding this agreement and the cessation of Mr. Fuchs’ employment with BankAtlantic is set forth in the narrative accompanying the “Potential Payments upon Termination or Change-in-Control” table below.
(8)	Pursuant to its agreement with Ms. Toalson, dated October 19, 2005 and effective February 13, 2006, BankAtlantic employed Ms. Toalson as Senior Vice President and Chief Financial Officer of BankAtlantic. The agreement calls for an additional payment to Ms. Toalson of $24,700 per year, “grossed-up” for taxes, for four years beginning in May 2006. This amount is included in “All Other Compensation.” The agreement also provided for options to acquire 25,000 shares of Class A Stock which will vest five years from date of grant subject to accelerated vesting in the case of change-in-control, as more fully described in the “Potential Payments upon Termination or Change-in-Control” table below.
(9)	Effective June 30, 2007, Mr. White, the Company’s former Executive Vice President and Chief Financial Officer, became a non-executive officer of the Company. He is to receive an annual salary of $94,900 per year for four years.
(10)	Effective July 31, 2007, Mr. Begelman, formerly Executive Vice President and Chief Sales & Marketing Officer of BankAtlantic, resigned from his executive position and transitioned to a non-executive position as President of Store Real Estate. He has indicated that he will resign from his non-executive position in June 2008. Mr. Begelman’s 2007 cash bonus was discretionary in nature and a portion of the bonus will reduce any amounts payable to him as severance, as more fully described in “Potential Payments Upon Termination or Change-in-Control” below.

12

Grants of Plan-Based Awards — 2007

The following table sets forth certain information concerning grants of awards to the named executive officers pursuant to the Company’s non-equity and equity incentive plans in the fiscal year ended December 31, 2007.

All Other

All Other

Stock Awards:

Option Awards:

Exercise or

Grant Date

Number of

Number of

Base Price

Fair Value of

Estimated Possible Payouts Under

Estimated Future Payouts Under

Shares of

Securities

of Option

Stock and

Grant

Non-Equity Incentive Plan Awards(1)

Equity Incentive Plan Awards

Stock or

Underlying

Awards

Option

Name

Date

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Options(2)

($ / Sh)

Awards(3)

Alan B. Levan

6/5/2007

—

$

594,880

$

1,189,760

N/A

N/A

N/A

0

60,000

$

9.38

$

197,460

Valerie C. Toalson

6/5/2007

—

144,720

289,440

N/A

N/A

N/A

0

20,000

9.38

65,820

Lloyd B. DeVaux

6/5/2007

—

229,440

458,880

N/A

N/A

N/A

0

25,000

9.38

82,275

John E. Abdo

6/5/2007

—

425,600

851,200

N/A

N/A

N/A

0

40,000

9.38

131,640

Jarett S. Levan

6/5/2007

—

254,760

509,520

N/A

N/A

N/A

0

35,000

9.38

115,185

Mark Begelman

6/5/2007

N/A

N/A

N/A

N/A

N/A

N/A

0

25,000

9.38

82,275

Jay Fuchs

6/5/2007

N/A

N/A

N/A

N/A

N/A

N/A

0

0

0

0

James A. White

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0

0

0

0

(1)	Represents the estimated possible payouts of cash awards under the formula-based component of the Company’s annual incentive program which is tied to financial performance goals. Because the threshold objective was not achieved during 2007, no cash awards were made under the Company’s annual incentive program for 2007. The Company’s annual incentive program is more fully described in the “Compensation Discussion and Analysis” section beginning on page 5.
(2)	All options are to purchase shares of the Company’s Class A Stock, were granted under the Company’s 2005 Restricted Stock and Option Plan, and vest on the fifth anniversary of the date of grant.
(3)	Represents the grant date fair value computed in accordance with FAS 123(R).

13

Outstanding Equity Awards at Fiscal Year-End – 2007

The following table sets forth certain information regarding equity-based awards held by the named executive officers as of December 31, 2007.  

	Option Awards												Stock Awards
																				Equity
																				Incentive
							Equity											Equity Incentive		Plan Awards:
							Incentive											Plan Awards:		Market or
							Plan 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		Option		Option		Stock That			Stock That		Rights That		Rights That
	Options(1)			Options(1)			Unearned		Exercise		Expiration		Have Not			Have Not		Have Not		Have Not
Name	Exercisable			Unexercisable			Options		Price		Date		Vested			Vested		Vested		Vested
Alan B. Levan		78,377	(6)					N/A	$	8.56		3/4/2012		N/A			N/A		N/A		N/A
					78,377	(7)			$	7.41		3/31/2013
					60,000	(8)			$	18.20		7/5/2014
					60,000	(9)			$	19.02		7/11/2015
					60,000	(10)			$	14.81		7/10/2016
					60,000	(11)			$	9.38		6/4/2017
Valerie C. Toalson					25,000	(10)		N/A	$	13.60		2/13/2016		N/A			N/A		N/A		N/A
					10,000	(10)			$	14.81		7/10/2016
					20,000	(11)			$	9.38		6/4/2017
Lloyd B. DeVaux		32,656	(6)					N/A	$	8.56		3/4/2012		N/A			N/A		N/A		N/A
					32,657	(7)			$	7.41		3/31/2013
					25,000	(8)			$	18.20		7/5/2014
					25,000	(9)			$	19.02		7/11/2015
					25,000	(10)			$	14.81		7/10/2016
					25000	(11)			$	9.38		6/4/2017
														78,000	(13)	$	319,800
														19,500	(14)	$	42,900
John E. Abdo		52,251	(6)					N/A	$	8.56		3/4/2012		N/A			N/A		N/A		N/A
					52,251	(7)			$	7.41		3/31/2013
					40,000	(8)			$	18.20		7/5/2014
					40,000	(9)			$	19.02		7/11/2015
					40,000	(10)			$	14.81		7/10/2016
					40,000	(11)			$	9.38		6/4/2017
Jarett S. Levan		1,502	(2)					N/A	$	4.33		9/8/2008		N/A			N/A		N/A		N/A
		3,755	(3)						$	4.74		4/6/2009
		9,797	(4)						$	2.82		5/2/2010
		16,328	(5)						$	2.97		1/2/2011
		16,328	(6)						$	8.56		2/4/2012
					19,594	(7)			$	7.41		3/31/2013
					15,000	(8)			$	18.20		7/5/2014
					15,000	(9)			$	19.02		7/11/2015
					25,000	(10)			$	14.81		7/10/2016
					35,000	(11)			$	9.38		6/4/2017
Mark D. Begelman					7,500	(9)			$	19.02		7/11/2015		N/A			N/A		N/A		N/A
					42,500	(12)			$	14.02		10/10/2015
					25,000	(10)			$	14.81		7/10/2016
					25,000	(11)			$	9.38		6/4/2017
Jay R. Fuchs		N/A			N/A					N/A		N/A		N/A			N/A		N/A		N/A
James A. White		7,838	(3)					N/A	$	3.01		12/31/2009		N/A			N/A		N/A		N/A
		19,594	(4)						$	2.82		5/2/2010
		32,657	(5)						$	2.97		1/2/2011
					32,656	(6)			$	8.56		3/4/2012
					32,657	(7)			$	7.41		3/31/2013
					25,000	(8)			$	18.20		7/5/2014
					25,000	(9)			$	19.02		7/11/2015
					25,000	(10)			$	14.81		7/10/2016

14

(1)	All options are to purchase shares of the Company’s Class A Stock.
(2)	Vested on December 14, 1998.
(3)	Vested on December 31, 2004.
(4)	Vested on May 2, 2005.
(5)	Vested on January 2, 2006.
(6)	Vested on March 4, 2007.
(7)	Although these options vested on March 31, 2008, they are included as unexercisable because they were not exercisable as of December 31, 2007. As a result of their vesting on March 31, 2008, these options are currently exercisable.
(8)	Vests on July 6, 2009.
(9)	Vests on July 12, 2010.
(10)	Vests on July 11, 2011.
(11)	Vests on June 5, 2012.
(12)	Vests on October 11, 2010.
(13)	Pursuant to the letter agreement between Mr. DeVaux, the Company’s Executive Vice President and Chief Operating Officer, and BankAtlantic, dated April 18, 2001 and effective June 4, 2001, Mr. DeVaux received, among other things, 195,000 restricted shares of the Company’s Class A Stock, which restricted shares vest at the rate of 19,500 shares per year for 10 years beginning on June 4, 2002, subject to acceleration in the circumstances described in the “Potential Payments upon Termination or Change-in-Control” table below. He is entitled to the dividends on all such shares as such dividends are paid. The Company also pays Mr. DeVaux a “gross-up” for taxes due on vested restricted shares, which is included under “Tax Reimbursement” in the “All Other Compensation” table included as footnote 6 to the “Summary Compensation Table” above.
(14)	As a result of the Company’s spin-off of Levitt, Mr. DeVaux received 48,750 restricted shares of Levitt common stock on the same terms as his restricted shares of the Company’s Class A Stock.

15

Option Exercises and Stock Vested — 2007

The following table sets forth certain information regarding exercises of stock options and vesting of restricted stock held by the named executive officers in the fiscal year ended December 31, 2007.

	Option Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares			Value Realized
Name	Acquired on Exercise(1)		on Exercise		Acquired on Vesting			on Vesting
Alan B. Levan		0		—		0			—
Valerie C. Toalson		0		—		0			—
James A. White		0		—		0			—
Lloyd B. DeVaux		0		—		19,500	(2)	$	185,250
						4,875	(3)	$	47,434
John E. Abdo		0		—		0			—
Jarett S. Levan		0		—		0			—
Jay R. Fuchs		145,088	$	617,098		0			—
Mark D. Begelman		0		—		0			—

(1)	Represents the number of shares of the Company’s Class A Stock acquired upon exercise of stock options.
(2)	See footnote 13 of the “Outstanding Equity Awards at Fiscal Year-End – 2007” table above.
(3)	See footnote 14 of the “Outstanding Equity Awards at Fiscal Year-End – 2007” table above.

Pension Benefits – 2007

The following table sets forth certain information with respect to accumulated benefits as of December 31, 2007 under any plan that provides for payments or other benefits to the named executive officers at, following, or in connection with, retirement.

					Present Value
			Number of Years		of Accumulated		Payments During Last
Name	Plan Name		Credited Service		Benefit(1)		Fiscal Year
Alan B. Levan	Retirement Plan for			27	$	1,469,500	$	0
	Employees of
	BankAtlantic
Valerie C. Toalson		N/A		0		0		0
James A. White		N/A		0		0		0
Lloyd B. DeVaux		N/A		0		0		0
John E. Abdo	Retirement Plan for			15		651,522		0
	Employees of
	BankAtlantic
Jarett S. Levan	Retirement Plan for			2		609		0
	Employees of
	BankAtlantic
Jay R. Fuchs		N/A		0		0		0
Mark D. Begelman		N/A		0		0		0

(1) Assumptions used in the calculation of these amounts are included in footnote 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Original Form 10-K, except that retirement age was assumed to be 65, the normal retirement age as defined in the Retirement Plan for Employees of BankAtlantic (the “Retirement Plan”).

16

Retirement Plan

Alan B. Levan, John E. Abdo and Jarett S. Levan are participants in the Retirement Plan for Employees of BankAtlantic (the “Retirement Plan”), which is a defined benefit plan. Effective December 31, 1998, the Company froze the benefits under the Retirement Plan. Participants who were employed at December 1, 1998, became fully vested in their benefits under the Retirement Plan. While the Retirement Plan is frozen, there will be no future benefit accruals. None of the other individuals named in the “Summary Compensation Table” is a participant in the Retirement Plan. The 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 Retirement Plan is paid by BankAtlantic and all contributions are actuarially determined.

In general, the 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: (1) 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 (2) upon 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 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 Plan purposes, regardless of the executive’s actual compensation. The intent of the supplemental benefit, when added to the regular 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 B. Levan will be eligible under the Retirement Plan as a result of the supplemental benefit at age 65 is 33%. No other individuals named in the “Summary Compensation Table” are 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 Retirement Plan to Mr. Alan B. Levan, including the Plan’s supplemental benefit, fell short of the benefit that Mr. Alan B. Levan would have received under the Plan absent the Code limits, BankAtlantic adopted the BankAtlantic Split-Dollar Life Insurance Plan, an employee benefit 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 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

17

Split-Dollar Plan

BankAtlantic adopted the Split-Dollar Life Insurance Plan (the “Split-Dollar Plan”) in 1996 to provide additional retirement benefits to Alan B. Levan, whose monthly benefits under the Retirement Plan were limited by changes to the Code. Under the Split-Dollar Plan and its accompanying agreement with Mr. Alan B. Levan, BankAtlantic arranged for the purchase of an insurance policy (the “Policy”) insuring the life of Mr. Alan B. Levan. Pursuant to its agreement with Mr. Alan B. Levan, BankAtlantic will make premium payments for the Policy. The Policy is anticipated to accumulate significant cash value over time, which cash value is expected to supplement Mr. Alan B. Levan’s retirement benefit payable from the Retirement Plan. Mr. Alan B. Levan owns the Policy but BankAtlantic will be reimbursed for the amount of premiums that BankAtlantic pays for the Policy upon the earlier of his retirement or death. The portion of the amount paid in prior years attributable to the 2007 premium for the Policy that is considered compensation to Mr. Alan B. Levan is included under “All Other Compensation” in the “Summary Compensation Table.” The Split-Dollar Plan was not included in the freezing of the Retirement Plan and BankAtlantic has continued to make premium payments for the Policy since 1998.

Potential Payments upon Termination or Change-in-Control

The following table sets forth certain information with respect to compensation that would become payable if the named executive officers had ceased employment under the various circumstances below. Except as set forth in the “Actual Payments” column, which represents full payments under the referenced agreements, the amounts shown in the table below assume that such cessation of employment was effective as of December 31, 2007. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

						After Change
						In Control
		Before Change in				Resignation
		Control		At the Event of		within One
		Termination		Change in		Year after		Termination
Name	Benefit	without Cause		Control		Change in Control		without Cause		Actual Payments
Alan B. Levan	N/A
Valerie C. Toalson(1)	Vesting of Stock Options
Lloyd B. DeVaux(2)	Salary	$	458,880	$	—	$	917,760	$	458,880
	Bonus		156,000		—		312,000		156,000
	Vesting of Restricted Stock		181,350		362,700		—		—
	Total	$	796,230	$	362,700	$	1,229,760	$	614,880
John E. Abdo	N/A
Jarett S. Levan	N/A
Mark D. Begelman(3)	N/A
Jay R. Fuchs(4)	Salary									$	543,057
	Bonus										124,536
	Vesting of Stock Options										235,318
	Total									$	902,911
James A. White(5)	N/A

(1) Pursuant to the letter agreement between Ms. Toalson, the Company’s Executive Vice President and Chief Financial Officer, and BankAtlantic, dated October 19, 2005 and effective February 13, 2006, in the event of a

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	change-in-control (which is defined as Mr. Alan Levan or BFC ceasing to control more than 50% of the common voting rights), any of the unvested stock options granted to her on February 13, 2006 would immediately fully vest. The exercise price of these stock options exceeded the market share price at December 31, 2007.
(2)	Pursuant to the letter agreement between Mr. DeVaux, the Company’s Executive Vice President and Chief Operating Officer, and BankAtlantic, dated April 18, 2001 and effective June 4, 2001, in the event of a change-in-control of BankAtlantic (which is defined as 50% or more of BankAtlantic’s stock being acquired by a third party which did not, as of the date of his employment, hold such stock), any of his unvested restricted shares of the Company’s Class A Stock vest immediately and, if Mr. DeVaux resigns within one year after such change of control, he will be entitled to a payment equal to two times his annual salary plus two times the higher of his preceding two years’ cash incentive compensation. Notwithstanding any change-in-control of BankAtlantic, if Mr. DeVaux’s employment is terminated without cause, then he will be entitled to a payment equal to his annual salary plus the higher of his preceding two years’ cash incentive compensation, and 39,000 restricted shares (in addition to those which have theretofore vested) will immediately vest.
(3)	Mr. Begelman resigned from his executive position with BankAtlantic during 2007 and has advised BankAtlantic that he intends to resign from his non-executive position in June 2008. For 2007, Mr. Begelman was paid a discretionary bonus of $250,000, a portion of which will reduce any amounts payable to him as severance.
(4)	Mr. Fuchs entered into an agreement with BankAtlantic, dated February 9, 2007. Under the terms of this agreement, Mr. Fuchs agreed to, among other things, grant a general release to BankAtlantic and its affiliates and to abide by a covenant-not-to-solicit and covenant-not-to-compete. In exchange, BankAtlantic agreed to, among other things, continue to pay Mr. Fuchs his annual base salary of $543,057 through January 9, 2008, pay Mr. Fuchs his bonus of $124,536 for the year ended December 31, 2006, continue Mr. Fuchs’ medical/health/vision coverage in accordance with COBRA, extend the exercise period of all of Mr. Fuchs’ vested stock options through May 15, 2007 and vest all of Mr. Fuchs’ unvested stock options with a pro-rata date of January 9, 2008.
(5)	Effective June 30, 2007, Mr. White, the Company’s former Executive Vice President and Chief Financial Officer, became a non-executive officer. He is to receive an annual salary of $94,900 per year for four years.

Compensation of Directors

The Compensation Committee recommends director compensation to the Board based on factors it considers appropriate and based on the recommendations of management. Currently, each non-employee director receives $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 may elect, provided that no more than $50,000 may be paid in cash. The restricted stock and stock options are granted in Class A Stock under the Company’s 2005 Restricted Stock and Option Plan. Restricted stock vests monthly over a 12-month service period beginning on July 1 of each year and stock options are fully vested on the date of grant, have a ten-year term and have an exercise price equal to the closing market price of the Class A Stock on the date of grant. The number of stock options and restricted stock granted is determined by the Company based on assumptions and formulas typically used to value these types of securities. Members of the Audit Committee receive an additional $4,000 per quarter for their service on that committee. The Chairman of the Audit Committee receives an additional fee of $1,000 per quarter for service as Chairman. The Chairmen of the Compensation Committee and the Nominating/Corporate Governance Committee receive an annual cash fee of $3,500. Other than the Chairmen, members of the Compensation Committee and the Nominating/Corporate Governance Committee do not receive additional compensation for service on those committees. Directors Abdo, DiGiulian and Ginestra serve as trustees of the Company’s pension plan, for which they are compensated directly by the pension plan in the amount of $9,000 per year. Other than the $9,000 per year paid to Mr. Abdo directly by the Company’s pension plan as described in the preceding sentence, directors who are also officers of the Company or its subsidiaries do not receive additional compensation for their service as directors.

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Director Compensation – 2007

The following table sets forth certain information regarding the compensation paid to the Company’s non-employee directors for their service during the fiscal year ended December 31, 2007.

									Change
									in Pension
									Value and
									Nonqualified
							Non-Equity		Deferred
	Fees Earned or		Stock		Option		Incentive Plan		Compensation		All Other
Name	Paid in Cash		Awards(1)(3)		Awards(2)(3)		Compensation		Earnings		Compensation(4)		Total
D. Keith Cobb	$	70,000	$	24,998	$	50,000		N/A		N/A		0	$	144,998
Steven M. Coldren	$	73,000	$	54,162		0		N/A		N/A		0	$	127,162
Bruno L. DiGiulian	$	50,000	$	24,998	$	50,000		N/A		N/A	$	9,000	$	133,398
Mary E. Ginestra	$	50,000	$	54,162		0		N/A		N/A	$	9,000	$	113,162
Willis N. Holcombe	$	50,000		0	$	50,000		N/A		N/A		0	$	100,000
David A. Lieberman	$	46,000	$	34,999	$	70,000		N/A		N/A		0	$	150,999
Charles C. Winningham, II	$	50,000	$	24,998	$	50,000		N/A		N/A		0	$	124,998

(1)	All restricted stock are shares of the Company’s Class A Stock. The amount represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting, of restricted stock grants, including amounts from awards granted prior to 2007. There were no forfeitures during 2007. The grant date fair value of the restricted stock awards computed in accordance with FAS 123(R) is as follows: Mr. Coldren - $50,000 and Ms. Ginestra — $50,000.
(2)	All options are to purchase shares of the Company’s Class A Stock. The amount represents the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting, of stock option grants, including amounts from awards granted prior to 2007. Assumptions used in the calculation of these amounts are included in footnote 17 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Original Form 10-K. There were no forfeitures during 2007. The grant date fair value of the stock option awards computed in accordance with FAS 123(R) is as follows: each of Messrs. Cobb, DiGiulian, Holcombe and Winningham — $50,000; and Mr. Lieberman — $70,000.
(3)	The table below sets forth the aggregate number of shares of restricted Class A Stock and the aggregate number of options to acquire shares of Class A Stock held by each non-employee director as of December 31, 2007:

Name	Restricted Stock		Stock Options
D. Keith Cobb		0		34,392
Steven M. Coldren		2,222		32,536
Bruno L. DiGiulian		0		52,463
Mary E. Ginestra		2,222		46,146
Willis N. Holcombe		0		44,543
David A. Lieberman		0		34,539
Charles C. Winningham, II		0		39,401

(4) Represents amounts paid as fees for service as trustee of the BankAtlantic Pension Plan.

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Compensation Committee Interlocks and Insider Participation

The Board of Directors has designated Directors Winningham, Coldren, Ginestra and Holcombe, none of whom are employees of the Company or any of its subsidiaries, to serve on the Compensation Committee. The Company’s executive officers are also executive officers of BankAtlantic. All of the Company’s executive officers are compensated by BankAtlantic except Alan B. Levan, John E. Abdo and Valerie C. Toalson, who are compensated by the Company, and Susan D. McGregor, who is compensated by BFC as part of BFC’s shared services group. A portion of Ms. McGregor’s compensation is charged to the Company pursuant to its shared services arrangement with BFC, which is described in more detail below under Item 13 — Certain Relationships and Related Transactions, and Director Independence. Officers compensated by BankAtlantic receive no additional compensation from the Company for services performed on behalf of BankAtlantic or the Company, except in the form of Company stock or stock options. Director D. Keith Cobb also serves as a director of BFC and receives compensation for his services on BFC’s Board and its committees, including BFC’s Audit, Compensation, and Nominating/Corporate Governance Committees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Principal Shareholders of the Company

The following table sets forth, as of March 21, 2008, certain information as to the Company’s Class A Stock and Class B common stock (“Class B Stock”) beneficially owned by persons owning in excess of 5% of the outstanding shares of such stock. Management knows of no person, except as listed below, who beneficially owned more than 5% of the Company’s outstanding Class A Stock or Class B Stock as of March 21, 2008. 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. Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock (1) over which he or she has or shares, directly or indirectly, voting or investment power, or (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days after March 21, 2008. As used herein, “voting power” is the power to vote, or direct the voting of, shares and “investment power” includes the power to dispose, 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.

		Amount and
		Nature of
	Name and Address of	Beneficial
Title of Class	Beneficial Owner	Ownership			Percent of Class
Class A Common Stock	BFC Financial Corporation		8,329,236	(1)(4)		23.47	%
	2100 W. Cypress Creek Road
	Ft. Lauderdale, Florida 33309
Class A Common Stock	Wellington Management Company LLP		5,734,321	(2)		11.17	%
	75 State Street
	Boston, Massachusetts 02109
Class A Common Stock	QVT Financial LP		5,155,800	(3)		10.05	%
	1177 Avenue of the Americas
	New York, New York 10036
Class B Common Stock	BFC Financial Corporation		4,876,124	(1)(4)		100.00	%
	2100 W. Cypress Creek Road
	Ft. Lauderdale, Florida 33309

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(1)	BFC has sole voting and dispositive power over all shares listed. BFC 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 shares of common stock representing approximately 74% of the total voting power of BFC. Mr. Alan B. Levan serves as Chairman and Chief Executive Officer of the Company and BFC and Chairman of BankAtlantic, and Mr. John E. Abdo serves as Vice Chairman of the Company, BankAtlantic and BFC.
(2)	As reported on Wellington Management Company, LLP’s Schedule 13G filed with the SEC on February 14, 2008, Wellington Management Company, LLP has sole voting power for 4,835,361 shares and shared dispositive power for 5,734,321 shares.
(3)	As reported on QVT Financial LP’s Schedule 13G filed with the SEC on February 7, 2008, QVT Financial LP has shared voting power for 5,155,800 shares and shared dispositive power for 5,155,800 shares.
(4)	Class B Stock is convertible on a share-for-share basis at any time at BFC’s discretion.

Security Ownership of Management

Listed in the table below are the outstanding securities beneficially owned as of March 21, 2008 by (i) each director as of March 21, 2008, (ii) each named executive officer and (iii) all directors and executive officers as of March 21, 2008 as a group. The address of all parties listed below is 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

	Class A Stock			Class B Stock			Percent of Class A			Percent of Class B
Name of Beneficial Owner	Ownership			Ownership			Stock			Stock
BFC Financial Corporation(1)		8,329,236	(10)		4,876,124	(10)		23.47	%		100	%
Alan B. Levan (1)(7)		1,080,014	(2)(3)(5)		0	(2)		2.1	%		0
John E. Abdo (1)		725,079	(3)(5)		0			1.4	%		0
Mark D. Begelman		6,794	(3)		0			*			0
D. Keith Cobb		45,738	(4)(5)		0			*			0
Steven M. Coldren		40,798	(5)(9)		0			*			0
Lloyd B. DeVaux		303,690	(3)(5)(6)		0			*			0
Bruno L. DiGiulian		53,463	(5)		0			*			0
Jay R. Fuchs		100,000			0			*			0
Mary E. Ginestra		56,728	(5)(9)		0			*			0
Willis N. Holcombe		47,933	(5)		0			*			0
Jarett S. Levan (7)		78,124	(5)		0			*			0
David A. Lieberman		51,218	(5)		0			*			0
Valerie C. Toalson		10,316	(3)		0			*			0
James A. White		130,402	(5)		0			*			0
Charlie C. Winningham, II		154,416	(5)		0			*			0
All directors and executive officers of the Company as of March 21, 2008 as a group (18 persons)		11,742,403	(8)(10)		4,876,124	(10)		29.5	%		100	%

*

Less than one percent of the class.

(1)

BFC 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 shares of common stock representing approximately 74% of the total voting power of BFC. Mr. Alan B. Levan serves as Chairman and Chief Executive Officer of the Company and BFC and Chairman of BankAtlantic, and Mr. John E. Abdo serves as Vice Chairman of the Company, BankAtlantic and BFC.

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(2)	Mr. Alan B. Levan may be deemed to be the beneficial owner of the shares of Class A Stock and Class B Stock owned by BFC and 815,800 shares of Class A Stock held by various personal interests. The share amounts set forth for Mr. Levan do not include the shares of Class A Stock or Class B Stock beneficially owned by BFC, but do include the 815,800 shares of Class A Stock held by various personal interests.
(3)	Includes beneficial ownership of the following units of interest in shares of Class A Stock held by the BankAtlantic 401(k) Plan: Mr. Abdo – 44,767 shares; Mr. Begelman – 1,294 shares; Mr. Alan B. Levan – 12,164 shares; Mr. DeVaux – 43,377 shares; Ms. Toalson – 316 shares.
(4)	470 shares of Class A Stock are held by Mr. Cobb’s wife, as to which Mr. Cobb does not have voting or investment power.
(5)	Includes beneficial ownership of the following shares of Class A Stock which may be acquired within 60 days pursuant to stock options: Mr. Abdo – 104,502 shares; Mr. Cobb – 34,392 shares; Mr. Coldren – 32,536 shares; Mr. DeVaux – 65,313; Mr. DiGiulian – 52,463 shares; Ms. Ginestra – 46,146 shares; Mr. Holcombe – 44,543 shares; Mr. Alan B. Levan — 156,754 shares; Mr. Jarett S. Levan – 67,304 shares; Mr. Lieberman – 34,539 shares; Mr. White – 125,402 shares; and Mr. Winningham – 39,401 shares.
(6)	Includes beneficial ownership of 78,000 shares of restricted Class A Stock held on behalf of Mr. DeVaux, as to which Mr. DeVaux has voting, but not dispositive, power.
(7)	Mr. Jarett S. Levan is the son of Mr. Alan B. Levan.
(8)	Includes beneficial ownership of 1,155,195 shares of Class A Stock which may be acquired by executive officers and directors within 60 days pursuant to stock options, units of interest held by executive officers in 112,413 shares of Class A Stock held by the BankAtlantic 401(k) Plan, 78,000 shares of restricted stock held on behalf of Mr. DeVaux, as to which he has voting, but not dispositive, power, 1,776 shares of restricted stock issued to directors which have not yet vested, and shares of Class A stock owned by BFC that may be deemed beneficially owned by Mr. Alan B. Levan.
(9)	Includes restricted stock granted in connection with non-employee director compensation. The restricted stock is granted in Class A Stock under the Company’s 2005 Restricted Stock and Option Plan and vests monthly over a 12-month service period commencing June 2007. Total includes 888 shares of Class A Stock which may be acquired within 60 days after March 21, 2008 by each of Mr. Coldren and Mrs. Ginestra.
(10)	Class B Stock is convertible on a share-for-share basis into Class A Stock at any time at BFC’s discretion.

Equity Compensation Plan Information

Information with respect to the Company’s equity compensation plans is included under Item 5 of Part II of the Original Form 10-K.
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Review, Approval or Ratification of Transactions with Related Persons

The Company has a policy for the review and approval of transactions in which the Company is to be a participant and any of the Company’s directors or executive officers, or their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party. During 2007, this policy provided for any new related party transaction to be approved in advance by a committee of the Board of Directors composed of independent directors. The Company’s Chief Financial Officer was responsible for reviewing any proposed related party transactions and presenting them to the committee for approval. The Chief Financial Officer’s review included, among other things, an evaluation of the terms of the related party transaction

23

and an assessment of the arms-length nature of the terms. The committee then reviewed the terms of the related party transaction and the Chief Financial Officer’s review and evaluation of the related party transaction and ultimately made a decision as to whether the proposed related party transaction was approved. The Committee’s decisions were subsequently reported to the Company’s Board of Directors. During 2007, no related party transaction occurred where this policy was not followed.

In February 2008, the Board of Directors approved an amendment to the Company’s Code of Business Conduct and Ethics. In connection with this amendment, the Board of Directors delegated to the Nominating/Corporate Governance Committee the review and approval of related party transactions relating to directors, executive officers, and their immediate family, other than those presenting issues regarding accounting, internal accounting controls or audit matters, the review and approval of which was delegated by the Board of Directors to the Audit Committee. In reviewing related party transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, evaluates the related party transaction based on, among other factors it deems appropriate, those factors evaluated by the Chief Financial Officer as described above.

The Company’s policy and practices with respect to related party transactions are reviewed by the Company’s outsourced internal audit department as part of the Company’s assessment on internal controls and corporate governance.

Transactions with Related Persons

Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, the Company’s Vice Chairman, serve as executive officers and directors of BFC and Levitt and may be deemed to control BFC through their direct and indirect interests in and voting control over BFC. BFC is the controlling shareholder of the Company and Levitt. Levitt owns 31% of the outstanding common stock of Bluegreen. Additionally, Mr. Levan is Chairman and Mr. Abdo is Vice Chairman of Bluegreen. Mr. Levan and Mr. Abdo receive compensation from BFC and Levitt, and, during 2007, were granted stock options and paid $100 by Bluegreen.

The Company, BFC, Levitt and Bluegreen share various office premises and employee services, pursuant to the arrangements described below.

BFC leases office space in premises owned by BankAtlantic on a month-to-month basis. For the year ended December 31, 2007, BFC paid $172,000 as rent for such facilities. BankAtlantic also received $33,000 for the year ended December 31, 2007 from BFC for services provided to a BFC subsidiary in connection with the management of an office building.

The Company, BFC, Levitt and Bluegreen have entered into a shared services arrangement, pursuant to which BFC provides the Company, Levitt and Bluegreen with various executive and administrative services. The Company was billed $1.4 million during 2007 for risk management, investor relations, human resources and other administrative services provided to the Company by BFC. During the year ended December 31, 2007, the Company issued to BFC employees who perform services for the Company options to acquire 49,000 shares of the Company’s Class A Stock at an exercise price of $9.38. These options vest in five years and expire ten years from the grant date.

Levitt and BFC each maintain securities sold under repurchase agreements at BankAtlantic. The balance in those accounts at December 31, 2007 was $6.1 million and $1.2 million, respectively, and BankAtlantic paid interest to Levitt and BFC on those accounts in 2007 of $146,000 and $39,000, respectively.

BankAtlantic has entered into an agreement with Levitt, pursuant to which BankAtlantic agreed to host Levitt’s information technology servers and to provide hosting and certain other information technology services to Levitt. The annual amount to be paid under this agreement is estimated to be approximately $120,000.

During 2007, BankAtlantic utilized the legal services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”), a law firm in which Company director Bruno DiGiulian was of counsel until September 30, 2006. BankAtlantic paid Ruden McClosky fees of approximately $274,000 in 2007.

24

The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2007, the Foundation and BankAtlantic together made donations aggregating approximately $560,000, including $16,000 to the Leadership Broward Foundation; $35,000 to Nova Southeastern University Wayne Huizenga School of Business (including $5,000 as the fifth installment of a 5-year commitment of $25,000); $2,500 to Nova Southeastern University Libraries; $2,500 to Nova Southeastern Farguar College of Arts and Sciences; $25,000 to the Museum of Art of Fort Lauderdale (including $25,000 as the first installment of a 3-year $75,000 commitment); $3,000 to Art Serve; and $6,000 to West & East Broward Family YMCA.

Alan B. Levan sits on the Board of Nova Southeastern University; Jarett S. Levan sits on the Boards of Leadership Broward Foundation, and the Museum of Art of Fort Lauderdale; Lloyd B. DeVaux sits on the Boards of West Broward Family YMCA and YMCA of Broward County.

Jarett S. Levan, a director and the President of the Company and son of its director, Chairman and Chief Executive Officer, Alan B. Levan, is employed by BankAtlantic as Chief Executive Officer and President. His total compensation was approximately $529,303 during 2007. Mr. Alan B. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving an aggregate base salary and bonus of approximately $61,690, and benefits provided to all salaried employees generally, during 2007.

Director Independence

The Board of Directors has determined that the following seven directors, D. Keith Cobb, Steven M. Coldren, Bruno L. DiGiulian, Mary E. Ginestra, Willis N. Holcombe, David A. Lieberman and Charlie C. Winningham, II, who together comprise a majority of the members of the Company’s Board of Directors, are “independent” as such term is defined in the listing standards of the New York Stock Exchange and applicable law relating to the independence of directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 
The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP, the Company’s independent registered certified public accounting firm for fiscal 2007 and 2006 (“PwC”), for the audit of the Company’s annual financial statements for fiscal 2007 and 2006 and fees billed for audit-related services, tax services and all other services rendered by PwC for fiscal 2007 and 2006. PwC also served as independent registered certified public accounting firm for the Company’s controlling shareholder, BFC, for fiscal 2007 and 2006. The aggregate fees for professional services rendered by PwC in connection with its audit of BFC’s consolidated financial statements and reviews of the consolidated financial statements included in BFC’s Quarterly Reports on Form 10-Q for fiscal 2007 and 2006 were approximately $716,000 and $248,000, respectively.

	Fiscal 2007			Fiscal 2006
	(in thousands)
Audit fees	$	1,659	(a)	$	1,783	(a)
Audit-related fees		42	(b)		425	(b)(c)
Tax services		—			—
All other fees		—			3

(a)	Includes primarily fees for services related to the annual financial statement audits, the 2007 and 2006 audit of effectiveness of internal control over financial reporting, and review of quarterly financial statements filed in the Company’s Quarterly Reports on Form 10-Q.
(b)	Audits of employee benefit plans.
(c)	Includes fees for services related to the previously proposed initial public offering of Ryan Beck & Co.

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All audit related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PwC was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Under its charter, the Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the independent auditors and shall not engage the independent auditors 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 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.

The Audit Committee has determined that the provision of the services other than audit services, as described above, are compatible with maintaining the principal independent registered certified public accounting firm’s independence.

On March 18, 2008, the Audit Committee approved the continued engagement of PwC as the Company’s independent registered certified public accounting firm.

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/A:

(3) EXHIBITS

The following exhibits are filed as a part of this Amendment No. 1 to Annual Report on Form 10-K/A:

Exhibit
Number	Description	Method of Filing
3.2	Amended and Restated By-laws of BankAtlantic Bancorp, Inc., as amended on December 4, 2007	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

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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.

	BANKATLANTIC BANCORP, INC.
Date: April 29, 2008	By:	/s/ Alan B. Levan
		Alan B. Levan,
		Chairman of the Board and Chief Executive Officer

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 of the Board and Chief Executive Officer	April 29, 2008
/s/ John E Abdo John E. Abdo	Vice Chairman of the Board	April 29, 2008
/s/ Valerie C. Toalson Valerie C. Toalson	Executive Vice President and Chief Financial Officer	April 29, 2008
/s/ Steven M. Coldren Steven M. Coldren	Director	April 29, 2008
/s/ Mary E. Ginestra Mary E. Ginestra	Director	April 29, 2008
/s/ Bruno L. DiGiulian Bruno L. DiGiulian	Director	April 29, 2008
/s/ Charlie C. Winningham, II Charlie C. Winningham, II	Director	April 29, 2008
/s/ Jarett S. Levan Jarett S. Levan	Director and President	April 29, 2008
/s/ D. Keith Cobb D. Keith Cobb	Director	April 29, 2008
/s/ Willis N. Holcombe Willis N. Holcombe	Director	April 29, 2008
/s/ David A. Lieberman David A. Lieberman	Director	April 29, 2008

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EXHIBIT INDEX

Exhibit
Number	Description
3.2	Amended and Restated By-laws of BankAtlantic Bancorp, Inc., as amended on December 4, 2007
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

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
BY-LAWS OF
BANKATLANTIC BANCORP, INC.

(as amended on December 4, 2007)

ARTICLE I

SHAREHOLDERS

     SECTION 1. PLACE OF MEETINGS. All annual and special meetings of shareholders shall be held at the place designated by the board of directors and may be held within or without the State of Florida.

     SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business of the Corporation as may properly come before the meeting shall be held annually at such date and time as the board of directors may determine.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes shall be held when called by the chairman of the board, the president, or a majority of the board of directors and when called by the chairman of the board, the president or the secretary upon the written request of the holders of outstanding shares representing not less than fifty percent of the votes entitled to be cast at the meeting. Such written request shall state the purpose of the meeting and shall be delivered at the principal office of the Corporation addressed to the chairman of the board, the president or the secretary. No business other than that stated in the notice of a special meeting shall be transacted thereat.

     SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be conducted in accordance with rules established from time to time by the board of directors. The board of directors shall designate a chairman to preside at such meetings.

     SECTION 5. NOTICE OF MEETING. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail, addressed to the shareholder at his address as it appears on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6 of this Article I, with postage thereon prepaid. When any shareholders’ meeting, either annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than thirty days or of the business to be transacted thereat, other than an announcement at the meeting at which such adjournment is taken.

     SECTION 6. FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make at least ten days before each meeting of the shareholders a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours, for a period of twenty days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

     SECTION 8. QUORUM. The outstanding shares of the Corporation representing a majority of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If outstanding shares representing less than a majority of the votes entitled to be cast are represented at a meeting, holders of shares representing a majority of the votes entitled to be cast so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid after eleven months from the date of its execution except for a proxy coupled with an interest.

     SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When ownership stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the shareholders of the Corporation any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court or other public authority by which such receiver is appointed.

     A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

     SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action is of a type for which dissenters’ rights are provided for by statute, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of such statute regarding the rights of dissenting shareholders.

     SECTION 13. INSPECTORS OF ELECTION. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the board of directors so appoints either one or three such inspectors, that appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, and on the request of not less than ten percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president.

     The duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and

determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

     SECTION 14. NOMINATION OF DIRECTORS.

          (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation of the Corporation or as may otherwise be required by applicable law or regulation. Nominations of persons for election to the board of directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, (i) by or at the direction of the board of directors (or any duly authorized committee thereof) or (ii) by any shareholder of the Corporation (A) who is a shareholder of record on the date of the giving of the notice provided for in this Section 14 and on the record date for the determination of shareholders entitled to vote at such meeting and (B) who complies with the notice procedures set forth in this Section 14. In addition to any other applicable requirements, for a nomination to be made by a shareholder pursuant to clause (ii) of this Section 14(a), such shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation.

          (b) To be timely, a shareholder’s notice to the secretary pursuant to clause (ii) of Section 14(a) must be delivered to or mailed and received at the principal office of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting is mailed or such public disclosure of the date of the annual meeting is made, whichever first occurs, or (ii) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting is mailed or public disclosure of the date of the special meeting is made, whichever first occurs.

          (c) To be in proper written form, a shareholder’s notice to the secretary pursuant to clause (ii) of Section 14(a) must set forth (i) as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and (ii) as to the shareholder giving the notice, (A) the name and record address of such shareholder, (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder, together with evidence reasonably satisfactory to the secretary of such beneficial ownership, (C) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (D) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such shareholder that would be required to be disclosed in a

proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

          (d) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 14. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, then the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

     SECTION 15. NEW BUSINESS.

          (a) To be properly brought before the annual meeting of shareholders, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the meeting by or at the direction of the board of directors (or any duly authorized committee thereof) or (iii) otherwise properly brought before the meeting by any shareholder of the Corporation (A) who is a shareholder of record on the date of the giving of the notice provided for in this Section 15 and on the record date for the determination of shareholders entitled to vote at such meeting and (B) who complies with the notice procedures set forth in this Section 15. In addition to any other applicable requirements, including but not limited to the requirements of Rule 14a-8 promulgated by the Securities and Exchange Commission under the Exchange Act, for business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of this Section 15(a), such shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation.

          (b) To be timely, a shareholder’s notice to the secretary pursuant to clause (iii) of Section 15(a) must be delivered to or mailed and received at the principal office of the Corporation, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received no later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting is mailed or such public disclosure of the date of the annual meeting is made, whichever first occurs.

          (c) To be in proper written form, a shareholder’s notice to the secretary pursuant to clause (iii) of Section 15(a) must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder, together with evidence reasonably satisfactory to the secretary of such beneficial ownership, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (vi) any material interest of the shareholder proposing to bring such business before such meeting (or any other shareholders known to be supporting such proposal) in such proposal.

          (d) Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at the annual meeting of shareholders except business brought before such meeting in accordance with the procedures set forth in this Section 15; provided, however, that, once business has been properly brought before such meeting in accordance with such procedures, nothing in this Section 15 shall be deemed to preclude discussion by any shareholder of any such business. If the chairman of such meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, then the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE II

BOARD OF DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

     SECTION 2. MEMBERS AND TERMS. The board of directors shall consist of no less than seven and no more than twelve members and shall be divided into three classes. The specific number of members may be set from time to time by resolution of the board of directors. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

     SECTION 3. QUALIFICATION. Directors need not be shareholders of the Corporation nor residents of the State of Florida.

     SECTION 4. REGULAR AND SPECIAL MEETINGS. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors or by the chairman of the board or president.

     Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or one-third of the directors. Written notice of any special meeting shall be given to each director at least two days previously thereto delivered personally or by telegram or facsimile transmission or at least five days previously thereto delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the U.S. mail so addressed with postage thereon prepaid if mailed or when delivered to the telegraph company if sent by telegram or transmitted via facsimile.

     Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, but any such notice shall specify the place of the meeting.

     Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can

hear each other. Such participation shall constitute presence in person but shall not constitute attendance for the purpose of compensation pursuant to Section 10 of this article.

     SECTION 5. QUORUM. A majority of the number of directors then serving shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time and to another place without notice other than announcement at the meeting.

     SECTION 6. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by statute, the Articles of Incorporation or these Bylaws.

     SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. The written consent shall be filed with the minutes of proceedings of the board of directors.

     SECTION 8. RESIGNATION. Any director may resign at any time by sending a written notice of such resignation to the principal office of the Corporation addressed to the chairman of the board or the president. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

     SECTION 9. VACANCIES. Any vacancy occurring in the board of directors may be filled only by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors, or by a sole remaining director. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders.

     SECTION 10. COMPENSATION. Directors, as such, may receive such compensation for their services as may be determined by resolution of the board of directors. Directors may also be allowed reasonable expenses of attendance, if any, for each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for actual attendance at committee meetings as the board of directors may determine.

     SECTION 11. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the board of directors at which action on any matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation within five days after the date he receives a copy of the minutes of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     SECTION 12. ADVISORY DIRECTORS. The board of directors, by resolution adopted by a majority of the full board, may appoint advisory directors to the board, who shall serve as directors emeritus, and shall have such authority and receive such compensation and reimbursement as the board of directors shall provide. Advisory directors shall not have the authority to participate by vote in the transaction of business.

ARTICLE III

EXECUTIVE AND OTHER COMMITTEES

     SECTION 1. APPOINTMENT. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article III and the delegation of authority thereto shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation. The executive committee may designate a member to serve as “Chairman” of the executive committee.

     SECTION 2. AUTHORITY. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors, except to the extent, if any, that such authority is limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to the amendment of the charter or bylaws of the Corporation, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business; a voluntary dissolution of the Corporation; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

     SECTION 3. TENURE. Subject to the provisions of Section 8 of this Article III each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his designation and until his successor is designated as a member of the executive committee.

     SECTION 4. MEETINGS. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

     SECTION 5. QUORUM. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

     SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

     SECTION 7. VACANCIES. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

     SECTION 8. REMOVAL AND RESIGNATIONS. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any members of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Corporation. Unless otherwise specified thereon, such resignation shall take effect upon receipt. The acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. PROCEDURE. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting thereof held next after the proceedings shall have been taken.

     SECTION 10. OTHER COMMITTEES. The board of directors may by resolution establish an audit committee, a loan committee or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Corporation and may prescribe the duties, constitution and procedures thereof. The limitations on authority set forth in Section 2 of this Article III shall apply to any committee established hereunder.

ARTICLE IV

OFFICERS

     SECTION 1. POSITIONS. The officers of the Corporation shall be a chairman of the board, a president, a secretary and a chief financial officer, each of whom shall be elected by the board of directors. The chairman of the board shall be the chief executive officer. The office of secretary may be held by any other officer. The board of directors may designate one or more vice presidents as senior executive vice president, executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually at the first meeting of the board of directors after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer may be removed by the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

     SECTION 5. REMUNERATION. The remuneration of the officers shall be fixed from time to time by the board of directors.

ARTICLE V

CONTRACTS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. Except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

     SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one or more officers, employees or agents of the Corporation in such manner as shall from time to time be determined by the board of directors.

     SECTION 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any of its duly authorized depositories as the board of directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Shares of capital stock of the Corporation may, but need not, be represented by certificates. If represented by a certificate, each certificate shall be in such form as shall be determined by the board of directors, shall be signed by the chief executive officer or by any other officer of the Corporation authorized by the board of directors, attested by the secretary or an assistant secretary, and may be sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number or shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate may be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost or destroyed certificate, a new certificate may, but need not, be issued therefor upon such terms and indemnity to the Corporation as the board of directors may prescribe.

     SECTION 2. TRANSFER OF SHARES. Transfers of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only on surrender for cancellation of the certificate, if any, for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner therefor for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to interest in such capital

stock on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.

     SECTION 3. SHARES OF STOCK WITHOUT CERTIFICATES. The board of directors may authorize the issuance of some or all of the shares of any or all of the classes or series of capital stock of the Corporation without certificates. The authorization shall not affect shares of stock already represented by certificates until and unless said certificates are surrendered to the Corporation or its transfer agent. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the holder thereof a written statement of the information required on certificates of stock by applicable law or these Bylaws.

ARTICLE VII

BOOKS AND RECORDS

     SECTION 1. MAINTENANCE OF BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors. The Corporation shall keep at its registered office or principal place of business or at the office of its transfer agent a record of its shareholders, giving the names and addresses of all shareholders and the number, class and series, if any, of the shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

     SECTION 2. SHAREHOLDER INSPECTION RIGHTS. Shareholders shall have such inspection rights as are specifically granted under Florida law.

ARTICLE VIII

FISCAL YEAR

     The fiscal year of the Corporation shall end on the 31st day of December of each year or at such other time as may be fixed from time to time by resolution of the board of directors. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors.

ARTICLE IX

DIVIDENDS

     Subject to the terms of the Corporation’s Articles of Incorporation, the board of directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares of capital stock.

ARTICLE X

CORPORATE SEAL

     The board of directors may adopt a corporate seal for the Corporation. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Florida.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced on any document. Except as otherwise provided by law, the failure to affix the seal of the Corporation to a document shall not affect the validity thereof.

ARTICLE XI

AMENDMENTS

     The Bylaws may be amended or repealed, or new Bylaws may be adopted, by action of either the shareholders or the board of directors. The shareholders may from time to time specify particular provisions of the Bylaws which may not be altered or repealed by the board of directors.

EX-31.1

Exhibit 31.1

I, Alan B. Levan, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of BankAtlantic Bancorp, Inc.; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/s/ Alan B. Levan Alan B. Levan,

Chief Executive Officer

Date: April 29, 2008

EX-31.2

Exhibit 31.2

I, Valerie C. Toalson, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A of BankAtlantic Bancorp, Inc.; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/s/ Valerie C. Toalson Valerie C. Toalson,

Chief Financial Officer

Date: April 29, 2008