8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2009

BANKATLANTIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

Florida	34-027228	65-0507804
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2100 West Cypress Creek Road, Fort Lauderdale, Florida	33309
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 954-940-5000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     BankAtlantic Bancorp, Inc. (the “Company”) is filing the items included as Exhibits 4.2, 5.1.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Company’s Registration Statement on Form S-3 (Registration No. 333-150455) (the “Registration Statement”). The Company filed the Registration Statement with the Securities and Exchange Commission on April 25, 2008, and the Registration Statement was declared effective by the Securities and Exchange Commission on July 8, 2008. The Company is conducting a rights offering under the Registration Statement of up to $100 million of its Class A Common Stock to shareholders of record as of August 24, 2009, and the exhibits filed herewith relate to the rights offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.2	Form of Subscription Rights Certificate.
Exhibit 5.1.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
Exhibit 99.1	Form of Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificate.
Exhibit 99.2	Notice of Guaranteed Delivery for Subscription Rights Certificates.
Exhibit 99.3	Form of Letter to Shareholders.
Exhibit 99.4	Form of Letter to Dealers, Banks, Trust Companies and Other Nominees.
Exhibit 99.5	Form of Letter to Clients.
Exhibit 99.6	Form of Nominee Holder Certification.
Exhibit 99.7	Beneficial Owner Election Form.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANKATLANTIC BANCORP, INC.
Date: August 28, 2009	By:	/s/ Valerie C. Toalson
		Name:	Valerie C. Toalson
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
4.2	Form of Subscription Rights Certificate.
5.1.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
99.1	Form of Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificate.
99.2	Notice of Guaranteed Delivery for Subscription Rights Certificates.
99.3	Form of Letter to Shareholders.
99.4	Form of Letter to Dealers, Banks, Trust Companies and Other Nominees.
99.5	Form of Letter to Clients.
99.6	Form of Nominee Holder Certification.
99.7	Beneficial Owner Election Form.

EX-4.2

Exhibit 4.2

BankAtlantic Bancorp, Inc. 250 Royall Street, Suite V Canton MA 02021 Information Agent: Georgeson Telephone 888 219 8320 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T Subscription Rights 12345678901234 BANKATLANTIC BANCORP, INC. RIGHTS OFFERING “COMPANY”) THIS RIGHTS (SUCH OFFERING DATE EXPIRES AND TIME, AT AS 5:00 IT P. MAY M., NEW BE EXTENDED, YORK CITY THE TIME, “EXPIRATION ON SEPTEMBER DATE”) 29, . 2009, UNLESS EXTENDED IN THE SOLE DISCRETION OF BANKATLANTIC BANCORP, INC. (THE The $0.01 Company per share has (“Class distributed, B Common at no charge, Stock”), to each (each holder a “Record of record Date of Shareholder”) the Company’s as Class of the A Common close of business Stock, par on value August $0.01 24, per 2009 share (the (“Class “Record A Date”), Common 4.441 Stock”), subscription and Class rights B Common for each share stock, of par Class value A Common received will Stock be and rounded Class up B to Common the next Stock largest held whole as of number. the close Each of business whole subscription on the Record right Date. entitles No the fractional holder shares thereof or to cash subscribe in lieu for thereof one share will be of issued Class or A paid. Common Instead, Stock the (the number “Subscription of subscription Rights”) rights at a subscription price of $2.00 per share. The supplemented, terms and collectively, conditions of the the “Prospectus”), Rights Offering which are is set incorporated forth in the into Company’s this Subscription prospectus Certificate dated July by reference. 8, 2008, and Capitalized accompanying terms used prospectus but not supplement, defined herein dated have August the meanings 28, 2009 set (as forth may in the be amended Prospectus. or The Subscription owner of Certificate. this certificate is entitled to the number of Subscription Rights, and is entitled to exercise the Subscription Rights for the number of shares of Class A Common Stock, shown on this THE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE SUBJECT TO CERTAIN EXCEPTIONS exchange The Subscription or quoted Rights on any are automated non-transferable quotation except system. to affiliates of the recipient and by operation of law. The Subscription Rights will not be listed on the New York Stock Exchange or any other securities METHOD OF EXERCISE OF SUBSCRIPTION RIGHTS IN SUBSCRIPTION ORDER TO EXERCISE AGENT, COMPUTERSHARE YOUR SUBSCRIPTION TRUST RIGHTS, COMPANY, YOU N.A. MUST , TOGETHER PROPERLY WITH COMPLETE PAYMENT IN AND FULL SIGN FOR THIS AN AMOUNT SUBSCRIPTION EQUAL TO CERTIFICATE THE SUBSCRIPTION ON THE PRICE BACK MULTIPLIED AND RETURN BY THE IT TO TOTAL THE AND NUMBER PAYMENT OF SHARES IN FULL OF FOR CLASS THE A SHARES COMMON OF STOCK CLASS SUBSCRIBED A COMMON STOCK FOR. SUBSCRIBED TO BE TIMELY, FOR THE AT SUBSCRIPTION OR BEFORE 5:00 AGENT P.M. ,MUST NEW YORK RECEIVE CITY THE TIME, PROPERLY ON THE COMPLETED EXPIRATION DATE. AND EXERCISED FORM ALTERNATIVELY, THE SUBSCRIPTION YOU AGENT CAN SUBSCRIBE MUST RECEIVE FOR (I) SHARES THE PAYMENT OF CLASS IN FULL A COMMON FOR THE STOCK SHARES BY USING OF CLASS A NOTICE A COMMON OF GUARANTEED STOCK SUBSCRIBED DELIVERY. FOR IF A AT NOTICE OR BEFORE OF GUARANTEED 5:00 P.M., NEW DELIVERY YORK CITY IS USED, TIME, DATE ON THE AND EXPIRATION (III) THE PROPERLY DATE, (II) COMPLETED THE PROPERLY AND COMPLETED EXECUTED EXERCISE AND EXECUTED FORM EVIDENCING NOTICE OF GUARANTEED THE SUBSCRIPTION DELIVERY RIGHTS AT OR BEING BEFORE EXERCISED 5:00 P. M. AT , OR NEW BEFORE YORK CITY 5:00 P. TIME, M., NEW ON THE YORK EXPIRATION CITY TIME, ON THE THIRD BUSINESS DAY AFTER THE EXPIRATION DATE. Full or express payment money for the order shares payable of Class to “Computershare A Common Stock Trust subscribed Company, for N. pursuant A. acting to as the subscription Subscription Agent Rights for must BankAtlantic be payable Bancorp, in U.S. Inc. dollars “ Payments by check of or the bank subscription draft drawn p rice upon for a U. the S. shares bank or of postal, Class A telegraphic Common Stock to the subscribed Subscription for Agent may of be any withdrawn funds received by the Company following at the any Expiration time after Date, receipt unless and, the in any Company event, terminates will be distributed the Rights to the Offering. Company You no will later not than be paid the next any business interest on day funds following paid to the the immediate Subscription availability Agent, regardless of whether the funds are applied to the subscription price or returned to you. For information a complete agent description (Shareholders: of the (888) terms 219-8320; and conditions Banks and of the Brokers: Rights (212) Offering, 440-9800) please . refer to the Prospectus. Copies of the Prospectus are available upon request from Georgeson Inc., the Class Stock A certificates, Common Stock if any, subscribed for the shares for has of Class been received A Common and Stock cleared. acquired In the pursuant event the to shares the Subscription of Class A Rights Common will Stock be mailed acquired promptly pursuant after to the the Expiration Subscription Date Rights and after are not full represented payment for by the certificates, shares of such shareholder shares will will be be mailed deposited by the in a Subscription book-entry Agent account to such held on shareholder your behalf as in promptly accordance as possible. with the Delivery applicable to an time address period other described than one in the of the preceding addresses sentences. listed will Any not excess constitute payment valid delivery. to be refunded to a Holder ID COY Class Rights Qty Issued Rights Cert # 123456789 BBX Subscription Rights XXX.XXXXXX 12345678 Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) 1 2 3 4 5 6 7 8 C L S X R T 2 C O Y C 1 2 3 4 5 6 . 7 8 001CD40006 013GHG

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY SECTION 1: OFFERING INSTRUCTIONS (check the appropriate boxes) IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT OF SUBSCRIPTION RIGHTS:
I apply for ALL of my entitlement of Class A x 4.441 = x $2.00 = Common Stock pursuant to the Subscription Rights (no. of shares of Class A (no. of Class A Common Common Stock currently owned) Stock shares subscribed for) EXAMPLE: [1,000 shares If you of Class own 1,000 A Common shares Stock of Class x 4.441 A Common = 4,441 Stock, Subscription your Subscription Rights allowing Right for permits the subscription the purchase of: 4,441 of 4,441 shares shares x $2.00/share of Class A Common = $8,882] Stock for $2.00. IF YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT OF RIGHTS: money order I apply for x $2.00 = $ _ enclosed $ (no. of Class A Common (Total) Stock shares subscribed for) IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:	$ (Total)	_	Amount of Check or
Please disregard this mailing. SECTION 2: SUBSCRIPTION AUTHORIZATION: I Common acknowledge Stock that indicated I have above received on the the Prospectus terms and conditions for this offering set forth of Subscription in the Prospectus Rights . and I hereby irrevocably subscribe for the number of shares of Class A Signature of Subscriber(s) (and address if different than that listed on this Subscription Certificate) Telephone number (including area code) SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTIONS 4 AND 5): represent The Subscription and warrant that Rights the are person not transferable in whose name in any you way, are except requesting to affiliates that we of issue the recipient the Class and A Common except by Stock operation is your of affiliate law. By or executing is a transferee below, by you operation hereby of Computershare law. Evidence Trust satisfactory Company, to the N.A Company . at the address that any specified such permitted on the reverse transfer side is proper prior to must the Expiration be delivered Date by. mail, express mail or overnight courier to Complete the following ONLY if the shares of Class A Common Stock subscribed for are to be issued in a name other than that of the registered holder. Issue Shares to: Soc. Sec. #/Tax ID#: Address:
SECTION 4: COMPLETE ACKNOWLEDGMENT SECTION (TO 5): BE COMPLETED ONLY IF YOU COMPLETED SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO Bancorp, I/We Inc. acknowledge , I/we may receipt not modify of the or Prospectus revoke this subscription and understand rights that, certificate. after delivery Under to penalties Computershare of perjury, Trust I/we Company, certify that N. A. the as information Subscription contained Agent for herein, BankAtlantic including the social security number or taxpayer identification number given above, is correct. alteration The signature or change below whatsoever. must correspond with the name of the registered holder exactly as it appears on the books of the Company’s transfer agent without any Signature(s) of Registered Holder:
Date: If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). Name: Capacity: Soc. Sec. #/Tax ID #:
Address: Phone:
SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4):
All defined Subscription in Rule 17Ad-15 Rights holders of the who Securities specify Exchange special issuance Act of 1934, or delivery as amended. instructions must have their signatures guaranteed by an Eligible Guarantor Institution, as Name of Firm: Authorized Signature:
Address: Name:
City, State, Zip Code: Title:
Area Code and Telephone Number:

SUBSCRIPTION RIGHTS CERTIFICATE FOR BANKATLANTIC BANCORP, INC. RIGHTS OFFERING

BankAtlantic Bancorp, Inc. (the “Company”) is conducting a rights offering (the “Rights Offering”) pursuant to which the holders of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), as of the close of business on August 24, 2009 (the “Record Date”) will receive 4.441 subscription rights for each share of Class A Common Stock and Class B Common Stock held of record as of the close of business on the Record Date. No fractional shares or cash in lieu thereof will be issued or paid. Instead, the number of subscription rights received will be rounded up to the next largest whole number. Each whole subscription right entitles the holder thereof to subscribe for one share of Class A Common Stock (the “Subscription Rights”) at a subscription price of $2.00 per share. The Rights Offering will expire at 5:00 p.m., New York City time, on September 29, 2009, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Date”).

METHOD OF EXERCISE OF RIGHTS

IN ORDER TO EXERCISE YOUR SUBSCRIPTION RIGHTS, COMPLETE AND SIGN THE EXERCISE FORM WHERE INDICATED AND RETURN IT, TOGETHER WITH PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR, TO THE SUBSCRIPTION AGENT, COMPUTERSHARE TRUST COMPANY, N.A. TO BE TIMELY, THE SUBSCRIPTION AGENT MUST RECEIVE THE PROPERLY COMPLETED AND EXECUTED EXERCISE FORM AND PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

ALTERNATIVELY, YOU CAN SUBSCRIBE FOR SHARES OF CLASS A COMMON STOCK BY USING A NOTICE OF GUARANTEED DELIVERY. IF A NOTICE OF GUARANTEED DELIVERY IS USED, THE SUBSCRIPTION AGENT MUST RECEIVE (I) THE PROPERLY COMPLETED AND EXECUTED NOTICE OF GUARANTEED DELIVERY AND PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR AT OR BEFORE 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE AND (II) THE PROPERLY COMPLETED AND EXECUTED EXERCISE FORM AT OR BEFORE 5:00 P.M. NEW YORK CITY TIME, ON THE THIRD BUSINESS DAY AFTER THE EXPIRATION DATE.

Full payment for the shares of Class A Common Stock subscribed for pursuant to the Subscription Rights must be made payable in United States dollars by check, bank draft or money order payable to “Computershare Trust Company, N.A. acting as Subscription Agent for BankAtlantic Bancorp, Inc.”

For a more complete description of the terms and conditions of the Rights Offering, please refer to the Company’s prospectus, dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”), which is incorporated herein by reference. Copies of the Prospectus are available upon request from Georgeson Inc., the information agent (Shareholders: (888) 219-8320; Banks and Brokers: (212) 440-9800).

Stock certificates, if any, for the shares of Class A Common Stock acquired pursuant to the Subscription Rights will be mailed promptly after the Expiration Date and after full payment for the shares of Class A Common Stock subscribed for has been received and cleared. In the event the shares of Class A Common Stock acquired pursuant to the Subscription Rights are not represented by certificates, such shares will be deposited in a book-entry account held on your behalf in accordance with the applicable time period described in the preceding sentences. Any excess payment to be refunded to a shareholder will be mailed by the Subscription Agent to such shareholder as promptly as possible. Delivery to an address other than one of the addresses listed below will not constitute valid delivery.

BY MAIL:	BY EXPRESS MAIL OR OVERNIGHT COURIER:
Computershare	Computershare
c/o Voluntary Corporate Actions	c/o Voluntary Corporate Actions
P.O. Box 43011	Suite V
Providence, RI 02941-3011	250 Royall Street
	Canton, MA 02021

DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.

Any questions regarding this Subscription Certificate and Subscription Rights Offering may be directed to Georgeson Inc. toll free at (888) 219-8320 or for banks and brokers at (212) 440-9800.

EX-5.1.1

Exhibit 5.1.1

Museum Tower
150 West Flagler Street, Suite 2200
Miami, FL 33130
(305) 789-3200
stearnsweaver.com

August 28, 2009

BankAtlantic Bancorp, Inc.
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

Re: BankAtlantic Bancorp, Inc.
Offering of Non-Transferable Subscription Rights to Purchase Shares of Class A Common Stock

Ladies and Gentlemen:

As counsel to BankAtlantic Bancorp, Inc. (the “Corporation”), we have examined the Restated Articles of Incorporation and Amended and Restated Bylaws of the Corporation as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Corporation to authorize the issuance of the non-transferable subscription rights (the “Rights”) to purchase shares of Class A Common Stock of the Corporation (the “Shares”) under the Registration Statement (as hereinafter defined). In addition, we have examined the Registration Statement on Form S-3 (Registration Statement No. 333-150455) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated July 8, 2008 (the “Base Prospectus”), and the prospectus supplement dated August 28, 2009 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”) (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”.)

In rendering this opinion, we have assumed, without independent investigation: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (iii) the genuineness of all signatures. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon such certificates of public officials, corporate agents and officers of the Corporation and such other certificates as we deemed relevant.

Our opinion expressed below is subject to the qualification that we express no opinion as to any law of any jurisdiction other than the law of the State of Florida and the federal law of the United States of America.

August 28, 2009
Page 2

Based upon and subject to the foregoing, we are of the opinion that:

     1. The Rights have been duly authorized and, when issued and delivered in accordance with the terms and conditions described in the Registration Statement and the Prospectus, will be the valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and

     2. The Shares have been duly authorized and, when issued and delivered against payment therefor upon due exercise of the Rights in accordance with the terms and conditions described in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus included therein under the caption “Legal Matters.”

Very truly yours,

/s/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.

EX-99.1

Exhibit 99.1

INSTRUCTIONS FOR USE OF BANKATLANTIC BANCORP, INC.
SUBSCRIPTION RIGHTS CERTIFICATES

CONSULT GEORGESON, INC. OR YOUR BANK OR BROKER
AS TO ANY QUESTIONS

The following instructions relate to a rights offering (the “Rights Offering”) by BankAtlantic Bancorp, Inc., a Florida corporation (the “Company”), to the holders of its Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”), as described in the Company’s prospectus dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”). Holders of record of Common Stock at the close of business on August 24, 2009 (the “Record Date”) will receive 4.441 subscription rights for each share of Common Stock held by them as of the close of business on the Record Date. Subscription rights exercisable to purchase up to an aggregate of 50,000,000 shares of Class A Common Stock are being distributed in connection with the Rights Offering.

Each whole subscription right is exercisable, upon payment of $2.00 (the “Subscription Price”), to purchase one share of Class A Common Stock (the “Subscription Right”). No fractional subscription rights or cash in lieu thereof will be issued or paid. The total number of subscription rights issued to each shareholder will be rounded up to the next largest whole number.

The subscription rights will expire at 5:00 p.m., New York City time, on September 29, 2009 (unless extended in the sole discretion of the Company)(as it may be extended, the “Expiration Date”).

The number of subscription rights to which you are entitled is printed on page 1 of your subscription rights certificate. You should indicate your wishes with regard to the exercise of your subscription rights by completing the appropriate sections of your subscription rights certificate and returning the subscription rights certificate to the Subscription Agent in the envelope provided.

COMPUTERSHARE TRUST COMPANY, N.A., THE SUBSCRIPTION AGENT, MUST RECEIVE YOUR COMPLETED SUBSCRIPTION CERTIFICATE OR YOUR NOTICE OF GUARANTEED DELIVERY ON OR BEFORE THE EXPIRATION DATE. IN ADDITION, THE SUBSCRIPTION AGENT MUST RECEIVE PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, FOR ALL SUBSCRIPTION RIGHTS EXERCISED ON OR BEFORE THE EXPIRATION DATE.

1. Subscription Rights.  To exercise subscription rights, properly complete and execute your subscription rights certificate and send it, together with payment in full of the subscription price for each share of Class A Common Stock subscribed for pursuant to the Subscription Rights, to Computershare Trust Company, N.A. Delivery of the subscription rights certificate must be made by mail, express mail or overnight courier. FACSIMILE DELIVERY OF THE SUBSCRIPTION RIGHTS CERTIFICATE WILL NOT BE ACCEPTED AND WILL NOT CONSTITUTE VALID DELIVERY. All payments must be made in United States dollars by (a) check or bank draft (cashier’s check) drawn on a U.S. bank or money order payable to “Computershare Trust Company, N.A. acting as Subscription Agent for BankAtlantic Bancorp, Inc.” or (b) wire transfer of immediately available funds to the account maintained by the Subscription Agent for such purpose specified in the subscription rights certificate. The Subscription Price will be deemed to have been received by the Subscription Agent under the conditions described in the paragraph below entitled “Acceptance of Payments.”

Nominee Holders.  Banks, brokers, trusts, depositaries or other nominee holders of the subscription rights who exercise the subscription rights on behalf of beneficial owners of subscription rights will be required to certify to the Subscription Agent and the Company, on a Nominee Holder Certification Form, as to the aggregate number of subscription rights that have been exercised by each beneficial owner of subscription rights on whose behalf such nominee holder is acting.

Acceptance of Payments.  Payments will be deemed to have been received by the Subscription Agent only upon (a) the clearance of any uncertified check, (b) the receipt by the Subscription Agent of any certified check or bank draft (cashier’s check) drawn on a U.S. bank or money order or (c) immediately available funds transferred through a wire transfer. IF PAYING BY UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR FOLLOWING RECEIPT BY THE SUBSCRIPTION

AGENT. ACCORDINGLY, HOLDERS OF SUBSCRIPTION RIGHTS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED PERSONAL CHECKS ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT THE SUBSCRIPTION AGENT RECEIVES CLEARED PAYMENT BY SUCH DATE. YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED CHECK, BANK DRAFT (CASHIER’S CHECK) OR MONEY ORDER.

Procedures for Guaranteed Delivery of a Subscription Certificate.  If you are unable to deliver a properly completed subscription rights certificate to the Subscription Agent on or before the Expiration Date, you may cause a written guarantee of delivery substantially in the form available from the Subscription Agent (the “Notice of Guaranteed Delivery”), from a commercial bank, trust company, securities broker or dealer, credit union, savings association or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent, to be received by the Subscription Agent on or prior to the Expiration Date together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state your name, the number of subscription rights represented by your subscription rights certificate and the number of subscription rights being exercised pursuant to the Subscription Rights. A Notice of Guaranteed Delivery will guarantee the delivery of your properly completed and executed subscription rights certificate within three (3) business days following the date of the execution of the Notice of Guaranteed Delivery. If this procedure is followed, the Subscription Agent must receive your subscription rights certificate within three (3) business days of the date of execution of the Notice of Guaranteed Delivery. Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the Information Agent at the address, or by calling the telephone number, indicated below.

Banks, brokers and other nominee holders of subscription rights who exercise subscription rights on behalf of beneficial owners of subscription rights will be required to certify to the Subscription Agent and to the Company as to the aggregate number of the Subscription Rights that have been exercised by each beneficial owner of subscription rights on whose behalf such nominee holder is acting, by each beneficial owner of subscription rights (including such nominee itself) on whose behalf such nominee holder is acting.

Contacting the Subscription Agent and Information Agent.  The Subscription Agent for the Rights Offering is Computershare Trust Company, N.A. You may contact the Subscription Agent at the addresses and telephone and facsimile numbers as follows:

By Mail:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

By Express Mail or Overnight Courier:

Computershare

c/o Voluntary Corporate Actions

Suite V, 250 Royall Street

Canton, MA 02021

By Facsimile Transmission:

(617) 360-6810

Confirm by telephone to:

(781) 575-2332

2

The Information Agent for the Rights Offering is Georgeson Inc. The address and telephone numbers of the Information Agent for inquiries, information or requests for additional documentation are as follows:

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038

Shareholders: 888-219-8320

Banks and Brokers: 212-440-9800

Partial Exercises; Effect of Over- and Underpayments.  If you exercise less than all of the subscription rights evidenced by your subscription rights certificate, the Subscription Agent will issue to you a new subscription rights certificate evidencing the unexercised subscription rights upon your request. However, if you choose to have a new subscription rights certificate sent to you, you may not receive any such new subscription rights certificate in sufficient time to permit exercise of the subscription rights evidenced thereby.

If you have not indicated the number of subscription rights being exercised, or if you do not deliver the dollar amount sufficient to purchase the number of shares subscribed for, you will be deemed to have exercised the subscription rights with respect to the maximum number of whole subscription rights which may be exercised for the Subscription Price payment you deliver.

Sale or Transfer of Rights.  The subscription rights are not transferable in any way, except to affiliates of the recipient and except by operation of law. Evidence satisfactory to the Company that any such permitted transfer is proper must be delivered by mail, express mail or overnight courier or by hand to the Subscription Agent at the address specified in these instructions prior to the Expiration Date.

2. Delivery of Stock Certificates.  The following deliveries and payments will be made to the address shown on the face of your subscription rights certificate, unless you provide instructions to the contrary in your subscription rights certificate.

(a) Subscription Rights.  As soon as practicable after the Expiration Date and the valid exercise of subscription rights, the Subscription Agent will mail to each exercising subscription rights holder certificates representing shares of Class A Common Stock purchased pursuant to the Subscription Rights.

(b) Excess Cash Payments.  As soon as practicable after the Expiration Date and after all prorations and adjustments contemplated by the terms of the Rights Offering have been effected, the Subscription Agent will mail to each subscription rights holder any excess amount, without interest or deduction, received in payment of the Subscription Price.

3. To Have a Subscription Certificate Divided into Smaller Denominations.  To have a subscription rights certificate divided into certificates for smaller numbers of subscription rights, send your subscription rights certificate, together with complete instructions (including specification of the whole number of subscription rights you wish to be evidenced by each new subscription rights certificate) signed by you, to the Subscription Agent, allowing a sufficient amount of time for new subscription rights certificates to be issued and returned so that they can be used prior to the Expiration Date. Alternatively, you may ask a bank or broker to effect such actions on your behalf. As a result of delays in the mail, the time of the transmittal, the necessary processing time and other factors, you may not receive such new subscription rights certificates in time to enable you to complete an exercise by the Expiration Date. Neither the Company nor the Subscription Agent will be liable to you for any such delays.

4. Execution.

(a) Execution by Registered Holder.  The signature on the subscription rights certificate must correspond with the name of the registered holder exactly as it appears on the face of the subscription rights certificate without any alteration or change whatsoever. Persons who sign the subscription rights certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority so to act.

(b) Execution by Person Other than the Registered Holder.  If the subscription rights certificate is executed by a person other than the holder named on the face of the subscription rights certificate, proper evidence of authority of the

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person executing the subscription rights certificate must accompany the same unless the Subscription Agent, in its discretion, dispenses with proof of authority.

(c) Signature Guarantees.  Your signature must be guaranteed by an Eligible Guarantor Institution as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, if you specify special issuance or delivery instructions.

5. Method of Delivery.  The method of delivery of subscription rights certificates and the payment of the Subscription Price to the Subscription Agent will be at the election and risk of the subscription rights holder. If sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent prior to the Expiration Date.

6. Special Provisions Relating to the Delivery of Subscription Rights through Depository Facility Participants.  In the case of holders of subscription rights that are held of record through The Depository Trust Company (“DTC”), exercises of the subscription rights may be effected by instructing DTC to transfer subscription rights from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each share of Class A Common Stock subscribed for pursuant to the subscription rights.

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for
SUBSCRIPTION RIGHTS CERTIFICATES
Issued by
BANKATLANTIC BANCORP, INC.

This form, or one substantially equivalent to this form, must be used to exercise the subscription rights (the “Subscription Rights”) pursuant to the rights offering described in the prospectus, dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”), of BankAtlantic Bancorp, Inc., a Florida corporation ( the “Company”), if a holder of Subscription Rights cannot deliver the certificate evidencing such Subscription Rights (the “Subscription Certificate(s)”) and/or full payment for the shares of the Company’s Class A Common Stock subscribed for upon exercise of the Subscription Rights to the Subscription Agent at or prior to 5:00 p.m., New York City time, on September 29, 2009 (unless extended in the sole discretion of the Company) (as it may be extended, the “Expiration Date”).

The Notice of Guaranteed Delivery must be sent by mail, express mail, overnight courier or facsimile transmission to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date. See “The Rights Offering — Guaranteed Delivery Procedures” in the Prospectus. The Subscription Certificate evidencing the Subscription Rights subscribed for upon exercise of the Subscription Rights must be received by the Subscription Agent at or before 5:00 p.m., New York City time, on the date that is three (3) business days after the Expiration Date. Failure to timely send such subscription certificates and payment will result in liability of the firm guarantying delivery for the full amount subject to this guarantee.

The Subscription Agent is:

Computershare Trust Company, N.A.

By Mail:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

By Express Mail or Overnight Courier:

Computershare

c/o Voluntary Corporate Actions

Suite V, 250 Royall Street

Canton, MA 02021

By Facsimile Transmission:

(617) 360-6810

Confirm by telephone to:

(781) 575-2332

Delivery of this instrument to an address other than as set forth above or transmission of instructions via a facsimile other than as set forth above does not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Subscription Certificate is required to be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, due to special issuance instructions, such signature guarantee must appear in the applicable space provided in the signature box of the Subscription Certificate.

Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of a Subscription Certificate(s) representing           Subscription Rights and that such Subscription Certificate(s) and/or the full payment for the shares of the Company’s Class A Common Stock subscribed for upon exercise of the Subscription Rights cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the undersigned’s subscription rights to subscribe for            shares of the Company’s Class A Common Stock with respect to the Subscription Rights represented by such Subscription Certificate(s).

Signature: ­ ­
Name(s): ­ ­
(Please Type or Print)	(Please Type or Print)
Address: ­ ­
Telephone: ­ ­
(Including Area Code)	(Including Area Code)
Subscription
Certificate No.(s) (if available) ­ ­

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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE OF DELIVERY

(not to be used for Subscription Certificate signature guarantee)

The undersigned, a member firm of a registered national securities exchange or member of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent, hereby guarantees that the undersigned will deliver to the Subscription Agent the Subscription Certificate(s) representing the Subscription Rights being exercised hereby with any required signature guarantees and any other required documents, at or before 5:00 p.m. New York City time, on the date that is three (3) business days after the Expiration Date.

Name of Firm	Authorized Signature
Address	Name
City, State, Zip Code	Title
Area Code and Telephone Number
Date: ­ ­

The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Certificate(s) and full payment for the shares of the Company’s Class A Common Stock subscribed for upon exercise of the Subscription Rights to the Subscription Agent within the time period described above. Failure to do so could result in a financial loss to such institution.

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EX-99.3

Exhibit 99.3

BANKATLANTIC BANCORP, INC.
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

August 28, 2009

Dear Shareholder:

Enclosed are the prospectus and other materials relating to the rights offering by BankAtlantic Bancorp, Inc. (the “Company”). Please carefully review the prospectus, which describes how you can participate in the rights offering. You will be able to exercise your subscription rights to purchase additional shares of the Company’s Class A Common Stock only during a limited period. You will find answers to some frequently asked questions about the rights offering beginning on page S-1 of the prospectus. You should also refer to the detailed Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificates, included with this letter. The exercise of subscription rights is irrevocable.

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING.

•  You will receive 4.441 subscription rights for each share of the Company’s Class A Common Stock or Class B Common Stock you owned of record at the close of business on August 24, 2009. You will not receive any fractional rights, instead fractional subscription rights will be rounded up to the next largest whole number. Each whole subscription right entitles you to purchase one share of the Company’s Class A Common Stock at the subscription price of $2.00 per share. For example, if you owned 100 shares of the Company’s Class A Common Stock and 100 shares of the Company’s Class B Common Stock at the close of business on August 24, 2009, you will receive 889 subscription rights.

•  The rights offering expires at 5:00 p.m., New York City time, on September 29, 2009, unless extended in the sole discretion of the Company. If you do not exercise your subscription rights before that time, they will expire and will not be exercisable for shares of the Company’s Class A Common Stock.

•  Once you elect to exercise your subscription rights, you cannot change your mind and revoke your election.

If you do not exercise your subscription rights, your ownership in BankAtlantic Bancorp, Inc. may be diluted. Please see page S-6 of the prospectus for a discussion of dilution and other risk factors.

If you have any questions concerning the rights offering, shareholders may contact Georgeson Inc. at (888) 219-8320, and banks and brokers may contact Georgeson Inc. at (212) 440-9800.

Sincerely,

Alan B. Levan
Chief Executive Officer and Chairman of the Board

EX-99.4

Exhibit 99.4

50,000,000 SHARES OF CLASS A COMMON STOCK OF
BANKATLANTIC BANCORP, INC.
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M. NEW YORK CITY TIME ON SEPTEMBER 29, 2009 UNLESS EXTENDED.

AUGUST 28, 2009

To: Securities Dealers, Commercial Banks, Trust Companies, and Other Nominees

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the offering by BankAtlantic Bancorp, Inc. (the “Company”) of up to an aggregate of 50,000,0000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Company at a subscription price of $2.00 per share (the “Subscription Price”), pursuant to the exercise of subscription rights (“Subscription Rights”) initially distributed to all holders of record of shares of Class A Common Stock and Class B Common Stock, par value $0.01 per share (“Class B Common Stock,” and collectively with Class A Common Stock, “Common Stock”) of the Company, as of the close of business on August 24, 2009 (the “Record Date”). The Company distributed 4.441 Subscription Rights for each share of Common Stock outstanding on the Record Date. The Subscription Rights are described in the enclosed prospectus (the “Prospectus”) and evidenced by a subscription rights certificate registered in your name or in the name of your nominee.

Each whole Subscription Right entitles the holder thereof to subscribe for one share of the Class A Common Stock at the Subscription Price.

We are asking you to contact your clients for whom you hold shares of Class A Common Stock registered in your name or in the name of your nominee to obtain instructions with respect to the Subscription Rights.

Enclosed are copies of the following documents for you to use:

1. The Prospectus;

2. The Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Certificates;

3. The Notice of Guaranteed Delivery;

4. A form letter which may be sent to your clients for whose accounts you hold Class A Common Stock registered in your name or in the name of your nominee;

5. The Beneficial Owner Election Form, on which you may obtain your clients’ instructions with regard to the Subscription Rights; and

6. The Nominee Holder Certification Form.

Your prompt action is requested. The Subscription Rights will expire at 5:00 P.M., New York City time, on September 29, 2009, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Date”).

To exercise Subscription Rights, properly completed and executed subscription rights certificates and payment in full for all Subscription Rights exercised must be delivered to the Subscription Agent as indicated in the Prospectus prior to the Expiration Date, unless the guaranteed delivery procedures described in the Prospectus are followed in lieu of delivery of a Subscription Certificate prior to the Expiration Date.

Additional copies of the enclosed materials may be obtained by contacting Georgeson Inc. at (888) 219-8320 for shareholders and at (212) 440-9800 for banks and brokers.

Sincerely,

Alan B. Levan
Chief Executive Officer and Chairman of the Board

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF BANKATLANTIC BANCORP, INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE CLASS A COMMON STOCK ISSUABLE UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.

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EX-99.5

Exhibit 99.5

50,000,000 SHARES OF CLASS A COMMON STOCK OF
BANKATLANTIC BANCORP, INC.
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M. NEW YORK CITY TIME ON SEPTEMBER 29, 2009 UNLESS EXTENDED.

AUGUST 28, 2009

To Our Clients:

We are sending this letter to you because we hold shares of Class A Common Stock or Class B Common Stock of BankAtlantic Bancorp, Inc. (the “Company”) for you. The Company has commenced an offering of up to an aggregate of 50,000,000 shares of its Class A Common Stock at a subscription price of $2.00 per share, pursuant to the exercise of non-transferable subscription rights, distributed to all holders of record of shares of the Company’s Class A Common Stock and Class B Common Stock as of the close of business on August 24, 2009. The subscription rights are described in the Company’s prospectus, dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”) and evidenced by a subscription rights certificate registered in your name or in the name of your nominee.

The Company has distributed 4.441 subscription rights for each share of Class A Common Stock and Class B Common Stock outstanding on August 24, 2009. Shareholders will not receive any fractional rights, instead fractional subscription rights will be rounded up to the next largest whole number. Each whole subscription right entitles the holder to purchase one share of Class A Common Stock at the subscription price of $2.00 per share (the “Subscription Right”).

We are (or our nominee is) the holder of record of Class A Common Stock held by us for your account. We can exercise your subscription rights only if you instruct us to do so.

We request instructions as to whether you wish to have us exercise the subscription rights relating to the Class A Common Stock we hold on your behalf, upon the terms and conditions set forth in the Prospectus.

We have enclosed your copy of the following documents:

1. The Prospectus;

2. Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificates; and

3. The Beneficial Owner Election Form.

The subscription rights will expire if not exercised by 5:00 p.m., New York City time, on September 29, 2009 (unless extended in the sole discretion of the Company) (as it may be extended, the “Expiration Date”). Any subscription rights not exercised prior to the Expiration Date will be null and void. Any subscription for shares of Class A Common Stock in the rights offering made hereby is irrevocable.

The materials enclosed are being forwarded to you as the beneficial owner of Class A or Class B Common Stock carried by us in your account but not registered in your name. Exercises of subscription rights may be made only by us as the record owner and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Class A Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the Prospectus. However, we urge you to read the Prospectus and other enclosed materials carefully before instructing us to exercise your subscription rights.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise subscription rights on your behalf in accordance with the provisions of the rights offering.

If you wish to have us, on your behalf, exercise the subscription rights for any shares of Class A Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the “Beneficial Owner Election Form” included herewith.

If you have any questions concerning the rights offering, shareholders may contact Georgeson Inc., the Information Agent, at (888) 219-8320, and banks and brokers may contact Georgeson Inc. at (212) 440-9800.

EX-99.6

Exhibit 99.6

50,000,000 SHARES OF CLASS A COMMON STOCK OF BANKATLANTIC BANCORP, INC.
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

The undersigned, a bank, broker, trustee, depository or other nominee holder of subscription rights (the “Subscription Rights”) to purchase shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) of BankAtlantic Bancorp, Inc. (the “Company”), pursuant to the rights offering described in the Company’s prospectus dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”), hereby certifies to the Company and to Computershare Trust Company, N.A., as Subscription Agent for the rights offering, that the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Subscription Rights specified below on behalf of beneficial owners of the Subscription Rights:

NUMBER OF SHARES OF CLASS A
COMMON STOCK
OWNED ON AUGUST 24, 2009

1.  ­ ­

2.  ­ ­

3.  ­ ­

4.  ­ ­

5.  ­ ­

NUMBER OF SHARES OF CLASS A
COMMON STOCK SUBSCRIBED FOR PURSUANT TO THE SUBSCRIPTION RIGHTS

Name of Bank, Broker, Trustee, Depository or Other Nominee
By: ­ ­
	Authorized Signature
Name: ­ ­
	(Please Type or Print)

EX-99.7

Exhibit 99.7

50,000,000 SHARES OF CLASS A COMMON STOCK OF
BANKATLANTIC BANCORP, INC.
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of BankAtlantic Bancorp, Inc. Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), issuable upon the exercise of subscription rights.

In this form, I (we) instruct you whether to exercise subscription rights to purchase shares of Class A Common Stock distributed with respect to the Class A Common Stock held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the prospectus dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”) and the related Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificates.

BOX 1.	o	Please do not exercise subscription rights for shares of Class A Common Stock.
BOX 2.	o	Please exercise subscription rights for me (us) and purchase shares of Class A Common Stock as set forth below:

	Number		Subscription			Total
	of Shares		Price			Payment
Subscription Rights		X	$	2.00	=	$

BOX 3.	o	Payment in the following amount is enclosed: $ ­ ­
		(This amount must equal the amount set forth under “Total payment required” above)
BOX 4.	o	Please deduct payment from the following account maintained by you as follows:

Type of Account: ­ ­	Account No.: ­ ­
Amount to be deducted: $ ­ ­
Date
Signature(s)
Please Type or Print Name(s)