8-K

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): February 23, 2011

BankAtlantic Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-13133	65-0507804
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2100 West Cypress Creek Road, Ft. 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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

On February 23, 2011, BankAtlantic Bancorp, Inc. (the “Company”) and its principal operating subsidiary, BankAtlantic, each entered into a Stipulation and Consent to Issuance of Order to Cease and Desist with the Office of Thrift Supervision (“OTS”), the Company’s and BankAtlantic’s primary regulator. For purposes hereof, the Order to Cease and Desist to which the Company is subject is referred to as the “Company Order,” the Order to Cease and Desist to which BankAtlantic is subject is referred to as the “Bank Order” and the Company Order and Bank Order are collectively referred to as the “Orders.”

Pursuant to the terms of the Company Order, the Company is required to submit written plans to the OTS on or prior to March 31, 2011 that will address, among other things, how the Company intends to maintain and enhance its and BankAtlantic’s capital and set forth the Company’s business plan for the year ending December 31, 2011. In addition, under the terms of the Company Order, the Company is prohibited from taking certain actions without receiving the prior written non-objection of the OTS, including, without limitation, declaring or paying any dividends or other capital distributions and incurring certain indebtedness. The Company is also required to ensure BankAtlantic’s compliance with the terms of the Bank Order as well as all applicable laws, rules, regulations and agency guidance.

Pursuant to the terms of the Bank Order, by June 30, 2011, BankAtlantic is required to have and maintain a Tier 1 (Core) Capital Ratio equal to or greater than 8% and a Total Risk-Based Capital Ratio equal to or greater than 14%. At December 31, 2010, BankAtlantic had a Tier 1 (Core) Capital Ratio of 6.22% and a Total Risk-Based Capital Ratio of 11.72%. As previously announced, BankAtlantic anticipates a net gain upon consummation of its Tampa branch sale to PNC Financial Services which is currently estimated to add over 130 basis points (1.30%) to its regulatory capital ratios (anticipated to close June 2011, subject to regulatory approvals and customary conditions). Under the terms of the Bank Order, BankAtlantic is required to, among other things, revise certain of its plans, programs and policies and submit to the OTS certain written plans, including a capital plan, a revised business plan and a plan to reduce BankAtlantic’s delinquent loans and non-performing and other “problem” assets. In addition, the Bank Order requires BankAtlantic to limit its asset growth and restricts BankAtlantic from originating or purchasing new commercial real estate loans or entering into certain material agreements, in each case without receiving the prior written non-objection of the OTS. Separately, the OTS has confirmed that it has no objection to BankAtlantic originating loans to facilitate the sale of certain assets or the renewal, extension or modification of existing commercial real estate loans, subject in each case to compliance with applicable regulations and bank policies. The Bank Order also imposes

restrictions on BankAtlantic’s ability to pay dividends and other distributions.

The Orders also include certain restrictions on compensation paid to the senior executive officers of the Company and BankAtlantic, and restrictions on agreements with affiliates. Each Order became effective on February 23, 2011 and will remain in effect until terminated, modified or suspended by the OTS.

No fines or penalties were imposed in connection with either Order. While the Orders formalize steps that the Company believes are already underway, any material failure by the Company or BankAtlantic to comply with the terms of the Orders could result in additional enforcement actions by the OTS. Further, there is no assurance that the Company or BankAtlantic will be able to comply fully with the Orders, or that efforts to comply with the Orders will not have adverse effects on the operations and financial condition of the Company and/or BankAtlantic.

The foregoing description of the Orders does not purport to be complete and is qualified in its entirety by reference to the full text of the Orders. A copy of the Company Order is attached as Exhibit 10.1 hereto, and a copy of the Bank Order is attached as Exhibit 10.2 hereto, and each is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On February 24, 2011, the Company issued a press release relating to its and BankAtlantic’s entry into the Stipulations and Consents to Issuance of the Orders. A copy of the press release is furnished as Exhibit 99.1 pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	BankAtlantic Bancorp, Inc. – Order to Cease and Desist
10.2	BankAtlantic – Order to Cease and Desist
99.1	Press Release dated February 24, 2011

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.

Date: February 25, 2011	BANKATLANTIC BANCORP, INC.
	By:	/s/ Valerie C. Toalson
		Valerie C. Toalson,
		Executive Vice President - Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	BankAtlantic Bancorp, Inc. – Order to Cease and Desist
10.2	BankAtlantic – Order to Cease and Desist
99.1	Press Release dated February 24, 2011

EX-10.1

Exhibit 10.1

UNITED STATES OF AMERICA

Before the

OFFICE OF THRIFT SUPERVISION

	)
In the Matter of	)	Order No.: SE-11-006
	)
	)
BANKATLANTIC BANCORP, INC.	)	Effective Date: February 23, 2011
	)
Fort Lauderdale, Florida	)
OTS Docket No. H-2327	)
	)

ORDER TO CEASE AND DESIST

WHEREAS, BankAtlantic Bancorp, Inc., Fort Lauderdale, Florida, OTS Docket No. H-2327 (Holding Company), by and through its Board of Directors (Board), has executed a Stipulation and Consent to the Issuance of an Order to Cease and Desist (Stipulation); and

WHEREAS, the Holding Company, by executing the Stipulation, has consented and agreed to the issuance of this Order to Cease and Desist (Order) by the Office of Thrift Supervision (OTS) pursuant to 12 U.S.C. § 1818(b); and

WHEREAS, pursuant to delegated authority, the OTS Regional Director for the Southeast Region (Regional Director) is authorized to issue Orders to Cease and Desist where a savings and loan holding company has consented to the issuance of an order.

NOW, THEREFORE, IT IS ORDERED that:

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Cease and Desist.

1. The Holding Company, its institution-affiliated parties,¹ and its successors and assigns, shall cease and desist from any action (alone or with others) for or toward causing, bringing about, participating in, counseling, or the aiding and abetting of unsafe or unsound banking practices that resulted in:

(a) operating its wholly owned savings association subsidiary, BankAtlantic, Fort Lauderdale, Florida OTS # 05551 (Association), with an inadequate level of capital protection for the volume, type and quality of assets held by the Association;

(b) operating the Association with inadequate earnings to augment capital and support reserves; and

(c) operating the Association with an excessive level of adversely classified loans and assets.

Capital Maintenance and Augmentation Plan.

2. By March 31, 2011, the Holding Company shall submit for Regional Director review and non-objection a written plan to maintain and enhance the capital of the Holding Company and the Association and to ensure that the Association complies with the capital requirements imposed by the Association’s Order to Cease and Desist issued by the OTS effective February 23, 2011 (Capital Maintenance and Augmentation Plan). The Capital Maintenance and Augmentation Plan shall:

(a) address the requirements and restrictions imposed by this Order;

¹ The term “institution-affiliated party” is defined at 12 U.S.C. § 1813(u).

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(b) identify the specific sources of additional capital and the timeframes and methods by which additional capital will be raised and infused into the Association, if necessary, including specific target dates and capital levels;

(c) establish an alternative strategy including, but not limited to, seeking a merger or acquisition partner for the Holding Company and/or the Association, to be implemented immediately if the Holding Company’s primary strategy to raise and infuse additional capital is unsuccessful; and

(d) require the Board to review, at each regularly scheduled Board meeting, the Holding Company’s compliance with its Capital Maintenance and Augmentation Plan and the Association’s compliance with its Capital Plan.

3. Upon receipt of written non-objection from the Regional Director, the Holding Company shall implement and adhere to the Capital Maintenance and Augmentation Plan. A copy of the Capital Maintenance and Augmentation Plan and the Board meeting minutes reflecting the Board’s adoption thereof shall be provided to the Regional Director within twenty (20) days after the Board meeting.

Business Plan.

4. By March 31, 2011, the Holding Company shall submit a comprehensive business plan for calendar year 2011 (Business Plan) to the Regional Director for review and non-objection. Thereafter, the Holding Company shall submit an updated one year Business Plan at least sixty (60) days prior to the end of each calendar year. At a minimum, the Business Plan shall conform to applicable laws, regulations and regulatory guidance and include:

(a) consideration of the capital needs and requirements at the Association, in addition to the capital necessary to support operations and debt service at the Holding Company;

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(b) plans to improve the Holding Company’s core earnings, reduce expenses, and achieve profitability on a consistent basis throughout the term of the Business Plan;

(c) strategies for ensuring that the Holding Company has the financial and personnel resources necessary to implement and adhere to the Business Plan, adequately support the Holding Company’s risk profile, maintain compliance with applicable regulatory requirements, and comply with this Order;

(d) quarterly pro forma financial projections (balance sheet, regulatory capital ratios, and income statement) for each quarter covered by the Business Plan; and

(e) identification of all relevant assumptions made in formulating the Business Plan.

5. Upon receipt of written notice of non-objection from the Regional Director, the Holding Company shall implement and adhere to the Business Plan. A copy of the Business Plan and the Board meeting minutes reflecting the Board’s adoption thereof shall be provided to the Regional Director within twenty (20) days after the Board meeting.

6. Any material modifications² to the Business Plan must receive the prior written non-objection of the Regional Director. The Holding Company shall submit proposed material modifications to the Regional Director at least forty-five (45) days prior to implementation.

7. Within forty-five (45) days after the end of each quarter, after implementation of the Business Plan, the Board shall review quarterly variance reports on the Holding Company’s compliance with the Business Plan (Variance Reports). The Variance Reports shall:

² A modification shall be considered material under this Section of the Order if the Association plans to: (a) engage in any activity that is inconsistent with the Business Plan; or (b) exceed the level of any activity contemplated in the Business Plan or fail to meet target amounts established in the Business Plan by more than ten percent (10%), unless the activity involves assets risk-weighted fifty percent (50%) or less, in which case a variance of more than twenty-five percent (25%) shall be deemed to be a material modification.

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(a) identify material variances in the Holding Company’s actual performance during the preceding quarter as compared to the projections set forth in the Business Plan;

(b) contain an analysis and explanation of identified variances; and

(c) discuss the specific measures taken or to be taken to address identified variances.

8. A copy of the Variance Reports and Board meeting minutes shall be provided to the Regional Director within ten (10) days after the Board meeting.

Association Oversight.

9. Effective immediately, the Holding Company shall ensure the Association’s compliance with applicable laws, rules, regulations, and agency guidance and the terms of the Association’s Order to Cease and Desist issued by the OTS effective February 23, 2011.

Dividends.

10. Effective immediately, the Holding Company shall not declare or pay any dividends or other capital distributions, as that term is defined in 12 C.F.R. § 563.141, without the prior written non-objection of the Regional Director. The Holding Company’s written request for non-objection shall be submitted to the Regional Director at least thirty (30) days prior to the anticipated date of the proposed dividend payment or distribution of capital.

Debt Limitations.

11. Effective immediately, the Holding Company, on an unconsolidated, parent company only basis, shall not: (a) incur, issue, renew, repay, or rollover any debt or debt securities,³ increase any current lines of credit, guarantee the debt of any entity, or otherwise incur any

³ For purposes of this Paragraph of the Order, the term “debt” includes, but is not limited to: loans, bonds, cumulative preferred stock, hybrid capital instruments such as subordinated debt or trust preferred securities, and guarantees of debt; and does not include: liabilities that are incurred in the ordinary course of business to acquire goods and services and that are normally recorded as accounts payable under generally accepted accounting principles.

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additional debt without receiving the prior written non-objection of the Regional Director. The Holding Company’s written request for non-objection shall be submitted to the Regional Director at least forty-five (45) days prior to the anticipated date of the proposed debt issuance, renewal, or rollover; the proposed increase in any current lines of credit; the proposed guarantee of the debt of any entity; or any other incurrence of additional debt.

Cash Flow Projections.

12. The Holding Company, on an unconsolidated, parent company only basis, shall submit to the Regional Director copies of its quarterly cash flow projections, all assumptions used to make such projections, and asset and funding concentrations consistent with applicable law, regulation and regulatory guidance including, but not limited to, the Interagency Policy Statement on Funding and Liquidity Risk Management (March 17, 2010) (Projections). The Projections shall be submitted to the Regional Director no later than fifteen (15) days prior to the beginning of each calendar quarter, with the first submission due for the quarter beginning April 1, 2011.

Transactions with Affiliates.

13. Effective immediately, the Holding Company shall not enter into any agreements, contracts, or arrangements with the Association, or renew, amend, or modify any existing agreements, contracts, or arrangements with the Association without receiving the prior written non-objection of the Regional Director. The Holding Company’s written request for non-objection shall be submitted to the Regional Director at least forty-five (45) days prior to the proposed date of any transaction covered by this Paragraph.

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Directorate and Management Changes.

14. Effective immediately, the Holding Company shall comply with the prior notification requirements for changes in directors and Senior Executive Officers⁴ set forth in 12 C.F.R. Part 563, Subpart H.

Employment Contracts and Compensation Arrangements.

15. Effective immediately, the Holding Company shall not enter into, renew, extend or revise any contractual arrangement relating to compensation or benefits for any Senior Executive Officer or director of the Holding Company, unless it first provides the Regional Director with not less than forty-five (45) days prior written notice of the proposed transaction. The notice to the Regional Director shall include a copy of the proposed employment contract or compensation arrangement or a detailed, written description of the compensation arrangement to be offered to such officer or director, including all benefits and perquisites.

16. Effective immediately, the Holding Company shall not make or agree to make any incentive compensation payments (cash or non-cash) to Senior Executive Officers who also are directors of the Association without the prior written approval of the Regional Director.

17. By March 31, 2011, the Board must revise the Holding Company’s incentive compensation plan to address the corrective actions in the 2010 Examination and to conform with applicable law, regulation and agency guidance including, but not limited to, the Interagency Guidance on Sound Incentive Compensation Policies (June 21, 2010). A third-party consultant must be engaged to review the revised plan and address compliance with this Order and standard industry practices. Within seventy-five (75) days, the Board shall adopt and

⁴ The term “Senior Executive Officer” is defined at 12 C.F.R. § 563.555.

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implement the revised plan and provide the Regional Director with a copy of the Board meeting minutes indicating its actions.

Golden Parachute and Indemnification Payments.

18. Effective immediately, the Holding Company shall not make any golden parachute payment⁵ or prohibited indemnification payment⁶ unless, with respect to each such payment, the Holding Company has complied with the requirements of 12 C.F.R. Part 359.

Board Oversight of Compliance with Order.

19. Within thirty (30) days, the Board shall designate a committee to monitor and coordinate the Holding Company’s compliance with the provisions of this Order (Oversight Committee). The Oversight Committee shall be comprised of three (3) or more directors, the majority of whom shall be independent⁷ directors.

20. Within forty-five (45) days after the end of each quarter, beginning with the quarter ending March 31, 2011, the Oversight Committee shall submit a written compliance progress

⁵ The term “golden parachute payment” is defined at 12 C.F.R. § 359.1(f).

⁶ The term “prohibited indemnification payment” is defined at 12 C.F.R. § 359.1(1).

⁷ For purposes of this Order, an individual who is “independent” with respect to the Holding Company shall be any individual who:

(a) is not employed in any capacity by the Holding Company, its subsidiaries, or its affiliates, other than as a director;

(b) does not own or control more than ten percent (10%) of the outstanding shares of the Holding Company or any of its affiliates;

(c) is not related by blood or marriage to any officer or director of the Holding Company or any of its affiliates, or to any shareholder owning more than ten percent (10%) of the outstanding shares of the Holding Company or any of its affiliates, and who does not otherwise share a common financial interest with any such officer, director or shareholder;

(d) is not indebted, directly or indirectly, to the Holding Company or any of its affiliates, including the indebtedness of any entity in which the individual has a substantial financial interest, in an amount exceeding 10 percent (10%) of the Association’s total Tier 1 (Core) capital; and

(e) has not served as a consultant, advisor, underwriter, or legal counsel to the Holding Company or any of its affiliates.

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report to the Board (Compliance Tracking Report). The Compliance Tracking Report shall, at a minimum:

(a) separately list each corrective action required by this Order;

(b) identify the required or anticipated completion date for each corrective action; and

(c) discuss the current status of each corrective action, including the action(s) taken or to be taken to comply with each corrective action.

21. Within forty-five (45) days after the end of each quarter, beginning with the quarter ending March 31, 2011, the Board shall review the Compliance Tracking Report and all reports required to prepared by this Order. Following its review, the Board shall adopt a resolution: (a) certifying that each director has reviewed the Compliance Tracking Report and all required reports; and (b) documenting any corrective actions adopted by the Board. A copy of the Compliance Tracking Report and the Board resolution shall be provided to the Regional Director within ten (10) days after the Board meeting.

Effective Date, Incorporation of Stipulation.

22. This Order is effective on the Effective Date as shown on the first page. The Stipulation is made a part hereof and is incorporated herein by this reference.

Duration.

23. This Order shall remain in effect until terminated, modified, or suspended by written notice of such action by the OTS, acting by and through its authorized representatives.

Time Calculations.

24. Calculation of time limitations for compliance with the terms of this Order run from the Effective Date and shall be based on calendar days, unless otherwise noted.

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25. The Regional Director, or an OTS authorized representative, may extend any of the deadlines set forth in the provisions of this Order upon written request by the Holding Company that includes reasons in support for any such extension. Any OTS extension shall be made in writing.

Submissions and Notices.

26. All submissions, including any reports, to the OTS that are required by or contemplated by this Order shall be submitted within the specified timeframes.

27. Except as otherwise provided herein, all submissions, requests, communications, consents, or other documents relating to this Order shall be in writing and sent by first class U.S. mail (or by reputable overnight carrier, electronic facsimile transmission, or hand delivery by messenger) addressed as follows:

(a) To the OTS:

Regional Director

Office of Thrift Supervision

1475 Peachtree St., NE

Atlanta, Georgia 30309

(b) To the Holding Company:

BankAtlantic Bancorp

c/o Alan B. Levan

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

No Violations Authorized.

28. Nothing in this Order or the Stipulation shall be construed as allowing the Holding

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Company, its Board, officers, or employees to violate any law, rule, or regulation.

IT IS SO ORDERED.

OFFICE OF THRIFT SUPERVISION
By:	/s/ James G. Price
	James G. Price Regional Director, Southeast Region
Date: See Effective Date on page 1

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EX-10.2

Exhibit 10.2

UNITED STATES OF AMERICA

Before the

OFFICE OF THRIFT SUPERVISION

	)
In the Matter of	)	Order No.: SE-11-007
	)
	)
BANKATLANTIC	)	Effective Date: February 23, 2011
	)
Fort Lauderdale, Florida	)
OTS Docket No. 05551	)
	)

ORDER TO CEASE AND DESIST

WHEREAS, BankAtlantic, Fort Lauderdale, Florida, OTS Docket No. 05551 (Association), by and through its Board of Directors (Board), has executed a Stipulation and Consent to the Issuance of an Order to Cease and Desist (Stipulation); and

WHEREAS, the Association, by executing the Stipulation, has consented and agreed to the issuance of this Order to Cease and Desist (Order) by the Office of Thrift Supervision (OTS) pursuant to 12 U.S.C. § 1818(b); and

WHEREAS, pursuant to delegated authority, the OTS Regional Director for the Southeast Region (Regional Director) is authorized to issue Orders to Cease and Desist where a savings association has consented to the issuance of an order.

NOW, THEREFORE, IT IS ORDERED that:

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Cease and Desist.

1. The Association, its institution-affiliated parties,¹ and its successors and assigns, shall cease and desist from any action (alone or with others) for or toward causing, bringing about, participating in, counseling, or the aiding and abetting the unsafe or unsound banking practices that resulted in:

(a) operating the Association with an inadequate level of capital protection for the volume, type and quality of assets held by the Association;

(b) operating with inadequate earnings to augment capital and support reserves; and

(c) operating with an excessive level of adversely classified loans and assets.

2. The Association, its institution-affiliated parties, and its successors and assigns, shall also cease and desist from any action (alone or with others) for or toward causing, bringing about, participating in, counseling, or the aiding and abetting violations of the following laws and regulations:

(a) 12 C.F.R. Sections 563e.42(b)(1) and (2) (regarding the Community Reinvestment Act);

(b) 24 C.F.R. Section 3500.7(d) (regarding the Real Estate Settlement Procedures Act); and

(c) 24 C.F.R. Section 3500.17(f)(2) (regarding the Real Estate Settlement Procedures Act).

¹ The term “institution-affiliated party” is defined at 12 U.S.C. § 1813(u).

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Capital.

3. By June 30, 2011, the Association shall have and maintain a Tier 1 (Core) Capital Ratio equal to or greater than eight percent (8%) and a Total Risk-Based Capital Ratio equal to or greater than fourteen percent (14%).²

4. Within sixty (60) days, the Association shall submit a written plan to achieve and maintain the Association’s capital at the levels prescribed in Paragraph 3 (Capital Plan) that is acceptable to the Regional Director. At a minimum, the Capital Plan shall:

(a) identify the specific sources of additional capital and the timeframes and methods by which additional capital will be raised, including specific target dates and corresponding capital levels;

(b) detail the Association’s capital preservation and enhancement strategies with specific narrative goals;

(c) address the requirements and restrictions imposed by this Order relating to capital under different forward-looking scenarios involving progressively stressed economic environments;

(d) include detailed quarterly financial projections, including Tier 1 (Core) and Total Risk-Based Capital Ratios;

(e) address the Association’s level of classified assets, allowance for loan and lease losses (ALLL), earnings, asset concentrations, liquidity needs, and trends in the foregoing areas; and

(f) address current and projected trends in real estate market conditions.

² The requirement in Paragraph 3 to have and maintain a specific capital level means that the Association may not be deemed to be “well-capitalized” for purposes of 12 U.S.C. §1831o and 12 C.F.R. Part 565, pursuant to 12 C.F.R. §565.4(b)(l)(iv).

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5. Upon receipt of written notification from the Regional Director that the Capital Plan is acceptable, the Association shall implement and adhere to the Capital Plan. A copy of the Capital Plan and the Board meeting minutes reflecting the Board’s adoption thereof shall be provided to the Regional Director within ten (10) days after the Board meeting.

6. At each regular Board meeting, beginning with the next Board meeting after the Capital Plan is approved by the Regional Director, the Board shall review the Association’s compliance with the Capital Plan. At a minimum, the Board’s review shall include:

(a) a comparison of actual operating results to projected results;

(b) detailed explanations of any material deviations;³ and

(c) a discussion of specific corrective actions or measures that have been or will be implemented to address each material deviation.

A copy of the Board’s meeting minutes reflecting the Board’s review of the Association’s compliance with the Capital Plan, and noting any corrective actions adopted by the Board, shall be provided to the Regional Director within ten (10) days after the Board meeting.

7. Within fifteen (15) days after: (a) the Association fails to meet the capital requirements prescribed in Paragraph 3; (b) the Association fails to comply with the Capital Plan prescribed in Paragraph 4; or (c) any written request from the Regional Director, the Association shall submit a written Contingency Plan that is acceptable to the Regional Director.

8. The Contingency Plan shall detail the actions to be taken, with specific time frames, to achieve one of the following results by the later of the date of receipt of all required regulatory approvals or sixty (60) days after the implementation of the Contingency Plan: (a) merger with,

³ A deviation shall be considered material under this Paragraph of the Order when the Association: determines that it needs to adjust its identified sources of additional capital, timeframes, methods, or target dates by which it will raise capital.

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or acquisition by, another federally insured depository institution or holding company thereof; or (b) voluntary dissolution by filing an appropriate application with the OTS in conformity with applicable laws, regulations and regulatory guidance.

9. Upon receipt of written notification from the Regional Director, the Association shall implement and adhere to the Contingency Plan immediately. The Association shall provide the Regional Director with written status reports detailing the Association’s progress in implementing the Contingency Plan by no later than the first (1^st) and fifteenth (15^th) of each month following implementation of the Contingency Plan.

Lending.

10. Effective immediately, the Association shall not originate or purchase, or commit to originate or purchase, any new land development and construction loans, raw land loans, multifamily loans, nonfarm nonresidential property loans, loans to REITs or unsecured loans to developers without the prior written non-objection of the Regional Director.

Growth.

11. Effective immediately, the Association shall not increase its total assets during any quarter in excess of an amount equal to net interest credited on deposit liabilities during the prior quarter without the prior written notice of non-objection of the Regional Director.

Business Plan.

12. Within sixty (60) days , the Association shall submit a revised comprehensive business plan for calendar year 2011 (Business Plan) that addresses all corrective actions in the 2010 Examination relating to the Association’s business operations to the Regional Director for review and non-objection. Thereafter, the Association shall submit an updated one (1) year Business

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Plan at least sixty (60) days prior to the end of each calendar year. At a minimum, the Business Plan shall conform to applicable laws, regulations and regulatory guidance and include:

(a) plans to improve the Association’s core earnings and achieve profitability on a consistent basis throughout the term of the Business Plan;

(b) detailed strategies and actions the Association will take to reduce the overall risk profile of the Association;

(c) specific targets and dates and supporting documentation to demonstrate the reduction in the overall risk profile of the institution;

(d) detailed strategies and actions to reduce the outstanding balance of the construction, multi-family, residential land, and nonresidential real estate loan portfolios, and any asset categories that present higher or unusual risk characteristics;

(e) quarterly pro forma financial projections (balance sheet, regulatory capital ratios, and income statement) for each quarter covered by the Business Plan; and

(f) consideration of the requirements of this Order.

13. Upon receipt of written notification of non-objection from the Regional Director, the Association shall implement and adhere to the Business Plan. A copy of the Business Plan and the Board meeting minutes reflecting the Board’s adoption thereof shall be provided to the Regional Director within ten (10) days after the Board meeting.

14. Any material modifications⁴ to the Business Plan must receive the prior written non-objection of the Regional Director. The Association shall submit proposed material modifications to the Regional Director at least forty-five (45) days prior to implementation.

⁴ A modification shall be considered material under this Section of the Order if the Association plans to: (a) engage in any activity that is inconsistent with the Business Plan; or (b) exceed the level of any activity contemplated in the Business Plan or fail to meet target amounts established in the Business Plan by more than ten percent (10%), unless the activity involves assets risk-weighted fifty percent (50%) or less, in which case a variance of more than twenty-five percent (25%) shall be deemed to be a material modification.

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15. Within forty-five (45) days after the end of each quarter, beginning with the Quarter ending June 30, 2011, the Board shall review quarterly variance reports on the Association’s compliance with the Business Plan (Variance Reports). The Variance Reports shall:

(a) identify material variances in the Association’s actual performance during the preceding quarter as compared to the projections set forth in the Business Plan;

(b) contain an analysis and explanation of identified variances; and

(c) discuss the specific measures taken or to be taken to address identified variances.

16. A copy of the Variance Reports and Board meeting minutes shall be provided to the Regional Director within ten (10) days after the Board meeting.

Internal Asset Review and Classification.

17. Within sixty (60) days, the Association shall revise its written internal asset review and classification program (IAR Program) to address all corrective actions set forth in the 2010 Examination relating to internal asset review and classification. The IAR Program shall comply with all applicable laws, regulations and regulatory guidance and shall continue to:

(a) ensure the accurate and timely identification, classification, and reporting of the Association’s assets, including the designation of loans as special mention or placement of loans on a watch list where a borrower’s credit standing has deteriorated on an ongoing basis ;

(b) detail the Association’s loan grading system and specify parameters for the identification of problem loans for each type of loan offered by the Association;

(c) provide for procedures to ensure that repossessed assets are accounted for in

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accordance with generally accepted accounting principles;

(d) be independent of the Association’s lending function and report to a Board level committee that is independent of the Association’s lending function;

(e) ensure the preparation of appropriate estimates of potential losses for classified and criticized assets; and

(f) provide for preparation of internal impairment analyses for problem/troubled assets.

Problem Asset Plan.

18. By March 31, 2011, the Association shall submit a detailed, written plan with specific strategies, targets and timeframes to reduce⁵ the Association’s level of problem assets⁶ (Problem Asset Reduction Plan) to the Regional Director for review and non-objection. Upon receipt of written non-objection from the Regional Director, the Association shall implement and adhere to the Problem Asset Reduction Plan. The Problem Asset Reduction Plan, at a minimum, shall include:

(a) monthly targets for the level of problem assets expressed as dollar amounts and a percentage of Tier 1 (Core) capital plus ALLL;

(b) a description of the specific methods for reducing the Association’s level of problem assets to the established targets; and

(c) all relevant assumptions and projections.

19. By March 31, 2011, the Association shall revise all individual written specific workout plans for each problem asset, group of loans to any one borrower or loan relationship of Five

⁵ For purposes of this Paragraph, “reduce” means to collect, sell, charge off, or improve the quality of an asset sufficient to warrant its removal from adverse criticism or classification.

⁶ The term “problem assets” shall include all classified assets, assets designated special mention, nonperforming assets, real estate owned, and delinquent loans.

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Million Dollars ($5,000,000) or greater (Asset Workout Plans) to address all corrective actions in the 2010 Examination. Each Asset Workout Plan shall:

(a) contain detailed strategies and actions that are designed to eliminate the basis of criticism or classification for each asset;

(b) include specific timeframes for the completion of all detailed strategies and actions, including an exit strategy for each problem asset;

(c) include a list of any credit and collateral documentation that is needed to comply with the Association’s lending and appraisal policies; and

(d) detail the actions and steps the Association will take to obtain any needed credit and collateral documentation.

20. Within forty-five (45) days after the end of each quarter, beginning with the quarter ending June 30, 2011, the Association shall submit a quarterly written asset status report (Quarterly Asset Report) to the Board. The Board’s review of the Quarterly Asset Report shall be documented in the Board meeting minutes. The Quarterly Asset Report shall include, at a minimum:

(a) the current status of all Asset Workout Plans;

(b) a comparison of problem assets to Tier 1 (Core) capital plus ALLL and Total Risk-Based capital;

(c) a comparison of problem assets at the current quarter end with the preceding quarter;

(d) a breakdown of problem assets by type and risk factor;

(e) an assessment of the Association’s compliance with the Problem Asset Reduction Plan; and

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(f) a discussion of the actions taken during the preceding quarter to reduce the Association’s level of problem assets.

21. Within forty-five (45) days after the end of each quarter, a copy of the Quarterly Asset Report shall be provided to the Regional Director.

Enterprise Risk Management.

22. Within sixty (60) days, the Association shall revise its Enterprise Risk Management Plan (RMP) to address all corrective actions discussed in the 2010 Examination. The revised RMP shall require a corporate risk assessment that evaluates strategic, functional, and external environment risks, along with business line and process level risk assessments, to determine the overall risks in the entire corporate structure.

Compensation.

23. Effective immediately, the Association may not pay any incentive compensation (cash or non-cash) to any Senior Executive Officer who also serves as a director of the Association, without the prior written non-objection of the Regional Director.

24. Within sixty (60) days, the Association shall revise it’s incentive compensation plan to ensure conformance with the Interagency Guidance on Sound Incentive Compensation Policies (June 21, 2010). The Association shall engage a third-party consultant to review the revised plan and address not only compliance with the interagency guidance, but also with standard industry practices.

Liquidity Management.

25. Within sixty (60) days, the Association shall revise its liquidity and funds management policy (Liquidity Management Policy) to address all corrective actions set forth in the 2010 Examination relating to liquidity and funds management. The Liquidity Management Policy

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shall comply with all applicable laws, regulations and regulatory guidance, including the Interagency Policy Statement on Funding and Liquidity Risk Management (March 17, 2010). The Liquidity Management Policy shall also incorporate a projected sources and uses of funds analysis.

26. Within five (5) business days following the end of each month commencing with the month ending January 31, 2011, the Association shall submit to the Regional Director a monthly written report regarding its current liquidity position (Liquidity Report). The Liquidity Report shall be acceptable to the Regional Director and include an assessment of the Association’s compliance with its Liquidity Management Policy and Contingency Funding Plan. At a minimum, the Liquidity Report shall include:

(a) cash on hand;

(b) a maturity schedule of certificates of deposit, including, but not limited to, large uninsured deposits, brokered deposits, and public funds deposits;

(c) the volatility of all demand deposits, including escrow deposits;

(d) a schedule of all funding obligations, including money market accounts, unfunded loan commitments, outstanding lines of credit and outstanding letters of credit;

(e) a listing of funding sources, including federal funds sold; unpledged assets and assets available for sale; and borrowing lines by lender, including original amount, remaining availability, type and book value of collateral pledged, terms, and maturity date, if applicable;

(f) an analysis of the continuing availability and volatility of present funding sources;

(g) an analysis of the impact of decreased cash flow from the Association’s loan portfolio resulting from delinquent and non-performing loans;

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(h) an analysis of the impact of decreased cash flow from the sale of loans or loan participations; and

(i) a schedule of deposit offering rates by type and maturity compared to national offering rates as published by the FDIC.

27. Within ten (10) days after receipt of communication from a Federal Home Loan Bank, Federal Reserve Bank, correspondent bank, or government agency with collateralized public unit deposits regarding changes in the Association’s borrowing and/or collateral requirements, the Association shall notify the Regional Director of such communication.

Compliance Program.

28. Within sixty (60) days, the Association shall revise its Compliance Program to increase the monitoring frequency of consumer lending regulations for loans originated by third party vendors.

Employment Contracts and Compensation Arrangements.

29. Effective immediately, the Association shall not enter into, renew, extend or revise any contractual arrangement relating to compensation or benefits for any Senior Executive Officer⁷ or director of the Association, unless it first provides the Regional Director with not less than thirty (30) days prior written notice of the proposed transaction. The notice to the Regional Director shall include a copy of the proposed employment contract or compensation arrangement or a detailed, written description of the compensation arrangement to be offered to such officer or director, including all benefits and perquisites. The Board shall ensure that all existing contracts, agreements or arrangements or any new contracts, agreements or arrangements submitted to the Regional Director under this paragraph fully complies with the requirements of

⁷ The term “Senior Executive Officer” is defined at 12 C.F.R. § 563.555.

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12 C.F.R, Part 359, 12 C.F.R. §§ 563.39 and 563.161(b), and 12 C.F.R. Part 570 – Appendix A, and the Interagency Guidance on Sound Incentive Compensation Policies contained in OTS Chief Executive Officer Memorandum No. 354.

Brokered Deposits.

30. Effective immediately, the Association shall comply with the requirements of 12 C.F.R. § 337.6(b).

Directorate and Management Changes.

31. Effective immediately, the Association shall comply with the prior notification requirements for changes in directors and Senior Executive Officers⁸ set forth in 12 C.F.R. Part 563, Subpart H.

Dividends and Other Capital Distributions.

32. Effective immediately, the Association shall not declare or pay dividends or make any other capital distributions, as that term is defined in 12 C.F.R. § 563.141, without receiving the prior written approval of the Regional Director. The Association’s written request for approval shall be submitted to the Regional Director at least thirty (30) days prior to the anticipated date of the proposed declaration, dividend payment or distribution of capital.

Golden Parachute and Indemnification Payments.

33. Effective immediately, the Association shall not make any golden parachute payment⁹ or prohibited indemnification payment¹⁰ unless, with respect to each such payment, the Association

⁸ The term “Senior Executive Officer” is defined at 12 C.F.R. § 563.555.

⁹ The term “golden parachute payment” is defined at 12 C.F.R. § 359.1(f).

¹⁰ The term “prohibited indemnification payment” is defined at 12 C.F.R. § 359.1(1).

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has complied with the requirements of 12 C.F.R. Part 359 and, as to indemnification payments, 12 C.F.R. § 545.121.

Third Party Contracts.

34. Effective immediately, the Association shall not enter into any arrangement or contract with a third party service provider that is significant to the overall operation or financial condition of the Association¹¹ or outside the Association’s normal course of business unless, with respect to each such contract, the Association has: (a) provided the Regional Director with a minimum of thirty (30) days prior written notice of such arrangement or contract and a written determination that the arrangement or contract complies with the standards and guidelines set forth in Thrift Bulletin 82a (TB 82a); and (b) received written notice of non-objection from the Regional Director.

Transactions with Affiliates.

35. Effective immediately, the Association shall not engage in any [new] transaction with an affiliate unless, with respect to each such transaction, the Association has complied with the notice requirements set forth in 12 C.F.R. § 563.41(c)(4), which shall include the information set forth in 12 C.F.R. § 563.41(c)(3). The Board shall ensure that any transaction with an affiliate for which notice is submitted pursuant to this Paragraph, complies with the requirements of 12 C.F.R. § 563.41 and Regulation W, 12 C.F.R. Part 223.

¹¹ A contract will be considered significant to the overall operation or financial condition of the Association where the annual contract amount equals or exceeds two percent (2%) of the Association’s total capital, where there is a foreign service provider, or where it involves information technology that is critical to the Association’s daily operations without regard to the contract amount.

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Violations of Law.

36. Within thirty (30) days, the Association shall ensure that all violations of law and/or regulation discussed in the 2010 Examination are corrected and that adequate policies, procedures and systems are established or revised and thereafter implemented to prevent future violations.

Board Oversight of Compliance with Order.

37. Within thirty (30) days, the Board shall designate a committee to monitor and coordinate the Association’s compliance with the provisions of this Order and the completion of all corrective actions required in the 2010 Examination (Oversight Committee). The Oversight Committee shall be comprised of three (3) or more directors, the majority of whom shall be independent¹² directors.

38. Within forty-five (45) days after the end of each quarter, beginning with the quarter ending March 31, 2011, the Oversight Committee shall submit a written compliance progress report to the Board (Compliance Tracking Report). The Compliance Tracking Report shall, at a minimum:

¹² For purposes of this Order, an individual who is “independent” with respect to the Association shall be any individual who:

(a) is not employed in any capacity by the Association, its subsidiaries, or its affiliates, other than as a director;

(b) does not own or control more than ten percent (10%) of the outstanding shares of the Association or any of its affiliates;

(c) is not related by blood or marriage to any officer or director of the Association or any of its affiliates, or to any shareholder owning more than ten percent (10%) of the outstanding shares of the Association or any of its affiliates, and who does not otherwise share a common financial interest with any such officer, director or shareholder;

(d) is not indebted, directly or indirectly, to the Association or any of its affiliates, including the indebtedness of any entity in which the individual has a substantial financial interest; and

(e) has not served as a consultant, advisor, underwriter, or legal counsel to the Association or any of its affiliates.

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(a) separately list each corrective action required by this Order and the 2010 Examination;

(b) identify the required or anticipated completion date for each corrective action; and

(c) discuss the current status of each corrective action, including the action(s) taken or to be taken to comply with each corrective action.

39. Within forty-five (45) days after the end of each quarter, beginning with the quarter ending March 31, 2011, the Board shall review the Compliance Tracking Report and all reports required to prepared by this Order. Following its review, the Board shall adopt a resolution: (a) certifying that each director has reviewed the Compliance Tracking Report and all required reports; and (b) documenting any corrective actions adopted by the Board. A copy of the Compliance Tracking Report and the Board resolution shall be provided to the Regional Director within ten (10) days after the Board meeting.

40. Nothing contained herein shall diminish the responsibility of the entire Board to ensure the Association’s compliance with the provisions of this Order. The Board shall review and adopt all policies and procedures required by this Order prior to submission to the OTS.

Effective Date, Incorporation of Stipulation.

41. This Order is effective on the Effective Date as shown on the first page. The Stipulation is made a part hereof and is incorporated herein by this reference.

Duration.

42. This Order shall remain in effect until terminated, modified, or suspended by written notice of such action by the OTS, acting by and through its authorized representatives.

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Time Calculations.

43. Calculation of time limitations for compliance with the terms of this Order run from the Effective Date and shall be based on calendar days, unless otherwise noted.

44. The Regional Director, or an OTS authorized representative, may extend any of the deadlines set forth in the provisions of this Order upon written request by the Association that includes reasons in support for any such extension. Any OTS extension shall be made in writing.

Submissions and Notices.

45. All submissions, including any reports, to the OTS that are required by or contemplated by this Order shall be submitted within the specified timeframes.

46. Except as otherwise provided herein, all submissions, requests, communications, consents or other documents relating to this Order shall be in writing and sent by first class U.S. mail (or by reputable overnight carrier, electronic facsimile transmission or hand delivery by messenger) addressed as follows:

(a) To the OTS:

Regional Director

Office of Thrift Supervision

1475 Peachtree, St., N.E.

Atlanta, Georgia 30309

(b) To the Association:

Board of Directors

c/o Alan B. Levan, Chairman

BankAtlantic

2100 West Cypress Creek Road

Fort Lauderdale, FL 33309

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No Violations Authorized.

47. Nothing in this Order or the Stipulation shall be construed as allowing the Association, its Board, officers, or employees to violate any law, rule, or regulation.

IT IS SO ORDERED.

OFFICE OF THRIFT SUPERVISION
By:	/s/ James G. Price
	James G. Price
	Regional Director, Southeast Region
Date: See Effective Date on page 1

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EX-99.1

Exhibit 99.1

BankAtlantic Bancorp and BankAtlantic

Enter Into Agreements with the OTS

FORT LAUDERDALE, FL – February 24, 2011 — BankAtlantic Bancorp (NYSE: BBX) announced today that the Company and its principal operating subsidiary, BankAtlantic, have entered into agreements with the Office of Thrift Supervision (the “OTS”), their primary regulator, to continue taking actions to strengthen their financial condition and operations. Each agreement, known as a Stipulation and Consent to the issuance of an Order to Cease and Desist (the “Order”) is a formal action by the OTS requiring corrective measures in a number of areas. No fines or penalties were imposed in connection with the Orders.

“In light of the economic climate, more than 70 banks in Florida and hundreds nationally have been asked by regulators to sign supervisory and enforcement agreements,” said Alan B. Levan, BankAtlantic Bancorp’s Chairman and Chief Executive Officer. “We have been working closely with our regulators since the start of this economic recession to increase capital, reduce higher risk and non performing loans, return to profitability and continue safe and sound banking practices. These agreements formalize steps that we believe are already underway and many have already been fully implemented.

“BankAtlantic is required, among other things, to increase capital, reduce its classified assets, update its business plans, and limit brokered deposits and asset growth. Further, BankAtlantic will generally be restricted from making new commercial real estate loans.

“As we discussed in our earnings release on February 11, 2011, our annual pre-tax core operating earnings (“Core Earnings”) ⁽¹⁾ have remained steady at $45 million to $50 million since 2007. However, losses related to impairments and write downs on our real estate lending activities have resulted in net losses for the last four years.

“As one of Florida’s largest community banks, our operations and results were especially

⁽¹⁾ Pre-tax core operating earnings is a non-GAAP measure that we use to refer to pre-tax earnings before provision for loan losses, tax certificate provisions, debt redemption costs, gains/losses on sales of real estate, and impairments, restructuring and exit activities. A reconciliation of loss from bank operations before income taxes to pre-tax core operating earnings is included in BankAtlantic Bancorp’s Fourth Quarter and Full Year, 2010 Supplemental Financials available at www.BankAtlanticBancorp.com. To view the financial data, access the “Investor Relations” section and click on the “Quarterly Financials or Supplemental Financials” navigation links.

affected as Florida was one of the leading states in the country in the devaluation of real estate. According to Zillow.com’s fourth quarter housing report, ‘Values of South Florida single family homes and condominiums have reduced roughly 55% since 2006.’

“Most of the action steps enumerated in the agreement have been commenced or completed at this time. We put many of these controls in place as far back as 2007. Furthermore, we don’t rely on brokered deposits or have plans to increase our asset size. We see no meaningful impediment to our expected operations and anticipate Core Earnings will continue to remain steady.

“With regard to capital, despite the reported losses and challenges of the recession, our capital ratios have remained relatively stable over the past four years – the result of a variety of strategies including capital raises, core earnings focus and reduction and sale of assets. At December 31, 2010, BankAtlantic’s regulatory capital ratios were Tier 1/Core of 6.22%, Tier 1 Risk Based of 9.68% and Total Risk Based capital of 11.72%.

“In addition, we anticipate a net gain upon consummation of the previously announced Tampa branch sale to PNC Financial Services which is currently estimated to add over 130 basis points (1.30%) to our regulatory capital ratios. We believe the remaining capital requirements will be manageable.

“To highlight some of the accomplishments of BankAtlantic over the last four years, we note the following excerpts from BankAtlantic Bancorp’s February 2011 press release regarding financial results for the period ended December 31, 2010:

Highlights of the BankAtlantic Operating Segment

“In 2007, BankAtlantic was among the first in the country to recognize cracks in the real estate economy and the potential havoc it could create. At that time, we disclosed both internally and externally that our focus would be on Capital, Credit and Core Earnings. While the period from the third quarter 2007 through year end 2010 has been extremely difficult, BankAtlantic’s accomplishments should not be overlooked when comparing year end 2007 to year end 2010:

• Tier 1/Core Capital ratios remained stable from 6.94% at December 31, 2007 to 6.22% at December 31, 2010.

• Core Earnings held firm from $51 million for the full year 2007 to $47 million for the full year 2010.

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• Core deposits ^{( 2)} increased from $2.3 billion at December 31, 2007 to $2.8 billion at December 31, 2010.

• Total cost of deposits decreased from 2.15% in the fourth quarter of 2007 to 0.47% in the fourth quarter of 2010.

• Brokered deposits have never been a core funding source, totaling $14.7 million or 0.2% of total assets at December 31, 2007 and $14.1 million or 0.3% of total assets at December 31, 2010.

• Net interest margin was 3.62% for the year ended December 31, 2007 and 3.55% for the year ended December 31, 2010.

• Available liquidity, which includes cash, free securities and unused Federal Funds and/or FHLB borrowing capacity, increased from 35.9% of deposits at December 31, 2007 to 37.7% at December 31, 2010. Cash and free securities balances increased from 12.7% of deposits at December 31, 2007 to 22.0% of deposits at December 31, 2010.

• Leverage decreased from $1.6 billion at December 31, 2007 to $226 million at December 31, 2010. The ratio of borrowings as a percentage of total borrowings and deposits declined from 28.7% at December 31, 2007 to only 5.5% at December 31, 2010.

• Non-interest expense decreased from $314 million at December 31, 2007 to $236 million at December 31, 2010.

• The allowance for loan losses to total loans increased from 2.04% at December 31, 2007 to 5.08% at December 31, 2010.

• During 2010, BankAtlantic was rated as having the “Highest in Customer Satisfaction in Florida for Retail Banking” based on the J.D. Power and Associates 2010 Retail Banking Satisfaction Study™.

⁽²⁾ Core deposits is a term that we use to refer to Demand, NOW and Savings accounts. A reconciliation of core deposits to total deposits is included in BankAtlantic Bancorp’s Fourth Quarter and Full Year, 2010 Supplemental Financials available at www.BankAtlanticBancorp.com. To view the financial data, access the “Investor Relations” section and click on the “Quarterly Financials or Supplemental Financials” navigation links.

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BANKATLANTIC PERFORMANCE

CAPITAL:

“Despite the reported losses and the challenges of the recession, our capital ratios have remained relatively stable over the last four years. We have achieved this through a variety of strategies including capital raises, core earnings focus, and the reduction and sale of assets.

BankAtlantic’s capital ratios have been:

	12/2006			12/2007			12/2008			12/2009			12/2010
Tier 1/Core		7.55	%		6.94	%		6.80	%		7.58	%		6.22	%
Tier 1 Risk-Based		10.50	%		9.85	%		9.80	%		10.63	%		9.68	%
Total Risk-Based		12.08	%		11.63	%		11.63	%		12.56	%		11.72	%

“In addition, we anticipate recording a net gain on the Tampa branch sale transaction which, combined with the reduction in assets from the sale and based on current deposit levels and financial statements, is estimated to add over 130 basis points (1.30%) to our regulatory capital ratios (anticipated to close June 2011, subject to regulatory approvals and customary conditions).

CREDIT:

“While no section of the country has been immune to the effect of the recession, Florida has been especially hard hit as real estate values declined significantly and unemployment levels rose. However, when we compare 2010 to 2009, we are encouraged with recent credit trends and we continue to believe that we may have seen the peak of our impairments, provisions and delinquencies.

• “Delinquencies excluding non-accrual loans were 1.20% of loans at December 31, 2010 as compared to 1.91% at December 31, 2009.

• “BankAtlantic’s allowance for loan losses was $161.3 million at December 31, 2010. The allowance coverage to total loans increased to 5.08% at December 31, 2010 compared to 4.53% at December 31, 2009.”

Customer deposits remain fully covered by FDIC insurance to up to $250,000 per depositor. In addition, all funds in a noninterest-bearing transaction account are insured in full by the

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Federal Deposit Insurance Corporation through December 31, 2012. This unlimited coverage is in addition to, and separate from, the coverage of $250,000 available to depositors under the FDIC’s general deposit insurance rules.

For further information, including a copy of the Orders to Cease and Desist, see the Form 8-K filed by BankAtlantic Bancorp with the SEC on February 25, 2011. To view BankAtlantic Bancorp’s entire February 2011 press release regarding financial results for the period ended December 31, 2010, see the Form 8-K filed by BankAtlantic Bancorp with the SEC on February 15, 2011.

About BankAtlantic Bancorp: BankAtlantic Bancorp (NYSE: BBX) is a bank holding company and the parent company of BankAtlantic.

About BankAtlantic:

BankAtlantic, Florida’s Most Convenient Bank, is one of the largest financial institutions headquartered in Florida. BankAtlantic was rated as having the “Highest in Customer Satisfaction in Florida for Retail Banking” based on the J.D. Power and Associates 2010 Retail Banking Satisfaction Study™. Via its broad network of community branches and conveniently located ATMs, BankAtlantic provides a full line of personal, small business and commercial banking products and services. BankAtlantic is open 7 days a week and offers extended weekday hours, Online Banking & Bill Pay, a 7-Day Customer Service Center, Change Exchange coin counters, as well as retail and business checking accounts. Member FDIC.

For further information, please visit our websites:

www.BankAtlanticBancorp.com

www.BankAtlantic.com

To receive future BankAtlantic Bancorp news releases or announcements directly via Email, please click on the Email Broadcast Sign Up button on our website: www.BankAtlanticBancorp.com.

BankAtlantic Bancorp Contact Info:

Leo Hinkley, Investor Relations Officer

Telephone: (954) 940-5300

Email: InvestorRelations@BankAtlanticBancorp.com

BankAtlantic, “Florida’s Most Convenient Bank,” Contact Info:

Media Relations:

Sharon Lyn, Vice President

Telephone: 954-940-6383

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Email: CorpComm@BankAtlanticBancorp.com

# # #

Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of BankAtlantic Bancorp, Inc. (“the Company”) and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products and services, including the impact of the changing regulatory environment, a continued or deepening recession, continued decreases in real estate values, and increased unemployment or sustained high unemployment rates on our business generally, our regulatory capital ratios, the ability of our borrowers to service their obligations and of our customers to maintain account balances and the value of collateral securing our loans; credit risks and loan losses, and the related sufficiency of the allowance for loan losses, including the impact on the credit quality of our loans (including those held in the asset workout subsidiary of the Company) of a sustained downturn in the economy and in the real estate market and other changes in the real estate markets in our trade area, and where our collateral is located; the quality of our real estate based loans including our residential land acquisition and development loans (including Builder land bank loans, Land acquisition and development loans and Land acquisition, development and construction loans) as well as Commercial land loans, other Commercial real estate loans, Residential loans and Consumer loans, and conditions specifically in those market sectors; the quality of our Commercial business loans and conditions specifically in that market sector; the risks of additional charge-offs, impairments and required increases in our allowance for loan losses especially if the economy and real estate markets in Florida do not improve; the impact of regulatory proceedings and litigation regarding overdraft fees; risks associated with maintaining

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compliance with the Orders, including risks that compliance will adversely impact operations, consequences of failing to comply with regulatory mandates and the imposition of additional regulatory requirements and/or fines; that the securities class action litigation verdict may not be overturned; the uncertain impact of legal proceedings on our financial condition or operations; changes in interest rates and the effects of, and changes in, trade, monetary and fiscal policies and laws including their impact on the bank’s net interest margin; adverse conditions in the stock market, the public debt market and other financial and credit markets and the impact of such conditions on our activities, our ability to raise capital; the value of our assets and on the ability of our borrowers to service their debt obligations and maintain account balances; the sale of our Tampa operations may not be completed as announced or at all and may not have the positive financial impact currently anticipated; our expense reduction initiatives may not be successful and additional cost savings may not be achieved; we may raise additional capital and such capital may be highly dilutive to BankAtlantic Bancorp’s shareholders or may not be available; and the risks associated with the impact of periodic valuation testing of goodwill, deferred tax assets and other assets. Past performance and perceived trends may not be indicative of future results. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company cautions that the foregoing factors are not exclusive. Furthermore, BankAtlantic received the highest numerical score among retail banks in Florida in the proprietary J.D. Power and Associates 2010 Retail Banking Satisfaction Study^SM. Study based on 47,673 total responses measuring 9 providers in Florida and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed in January 2010. Your experiences may vary. Visit jdpower.com.

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