AMBASE CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, JUNE 3, 2011

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:  The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com.

The undersigned revoking all prior proxies, hereby appoint(s) Richard A. Bianco and John P. Ferrara, or either of them, as proxies each with full power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse, all of the shares of Common Stock of AmBase Corporation (the “Company”), held or owned by the undersigned on April 14, 2011, at the Annual Meeting of Stockholders of the Company, to be held on Friday, June 3, 2011 at 9:00 a.m., Eastern Time at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870, and at any adjournment(s) or postponement(s) thereof, with all powers which the undersigned would possess if personally present, and in their discretion upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE USED IN CONNECTION WITH THE PROPOSALS ABOVE AS SPECIFIED BY YOU.  IF NO SUCH SPECIFICATION IS MADE, THIS PROXY WILL BE USED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS FOR THESE PROPOSALS.

Continued and to be Signed on Reverse Side

To vote, mark blocks below in blue or black ink as follows:   X
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
The Board of Directors recommends you vote FOR the following:	For All £	Withhold All £	For All Except £	To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1.	Election of Directors
	Nominees
01	Richard A. Bianco
The Board of Directors recommends you vote FOR proposals 2 and 3.					For	Against		Abstain
2.	Approval of appointment of MARCUM LLP as the Company’s Independent Registered Public Accounting Firm for the calendar year 2011.				£	£		£
3.	Approval on a non-binding advisory basis, a resolution approving the compensation of the Company’s Named Executive Officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the Company’s 2011 Proxy Statement.				£	£		£
The Board of Directors recommends you vote 3 YEARS on the following proposal:				1 year	2 years	3 years		Abstain
4.	Selection on a non-binding advisory basis, the frequency of future stockholder votes on the compensation of the Company’s Named Executive Officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the Company’s 2011 Proxy Statement.			£	£	£		£
NOTE:  Discretionary authority is hereby granted with respect to such other matters as may properly come before the meeting.  The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement furnished therewith.
Please sign exactly as your name(s) appear(s) hereon.  When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.  Joint owners should each sign personally.  All holders must sign.  If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]		Date	Signature (Joint Owners)				Date

VOTE BY INTERNET – www.proxyvote.com

Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet.  To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE – 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY  11717.