H/C LOGO CENTERED AT TOP OF PAGE. STOCK CENTER Atlantic Coast Federal 505 Haines Avenue Waycross, GA 31501 866-579-9631 STOCK ORDER FORM & CERTIFICATION FORM NOTE: PLEASE READ THE STOCK ORDER FORM INSTRUCTIONS AND GUIDE BEFORE COMPLETING THIS FORM. - ---------------------------------------------------------------------------------------------------------------------------------- DEADLINE: The Subscription Offering expires at 12:00 Noon, Eastern Time on Friday, June xx, 2004. Your Stock Order and Certification Form, properly executed and with the correct payment, must be received at the Stock Center or a branch of Atlantic Coast Federal by this deadline, or your subscription rights will be considered void. No photocopied or faxed Order Forms will be accepted. - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF SHARES / AMOUNT OF PAYMENT - ------------------------------------------------------------------------------------------------------------------------------------ (1) NUMBER OF SHARES TO PURCHASE (2) TOTAL AMOUNT DUE --------------------------------- PRICE PER SHARE --------------------------------- x $10.00 = $ --------------------------------- --------------------------------- (minimum 25) - ------------------------------------------------------------------------------------------------------------------------------------ PURCHASE LIMITATIONS The minimum number of shares for which you may subscribe is 25. The maximum purchase limitation for any person or persons ordering through a single account or persons acting in concert in the Subscription Offering is 50,000 shares or $500,000. - ------------------------------------------------------------------------------------------------------------------------------------ METHOD OF PAYMENT PURCHASER INFORMATION (3) [ ] Enclosed is a check, bank draft or money order payable (5) / / Checek here if you were a depositor with at least $50.00 to ATLANTIC COAST FEDERAL CORPORATION for $___________ on depoesit at December 31, 2002 and/or at March 31, 2004. List all the names on the account(s) and all the account (4) [ ] I authorize Atlantic Coast Federal Corporation to make number(s) of those accounts you had at these dates to withdrawals from my certificate or savings account(s) ensure proper identification of your purchase rights. shown below, and understand that the amounts will not Confirm account(s) by initialing here ________. otherwise be available for withdrawal: ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER ACCOUNT NUMBER(S) AMOUNT(S) ------------------------------------ --------------------- - --------------------------------------- ------------------------ $ ------------------------------------ - --------------------------------------- ------------------------ ------------------------------------ --------------------- - --------------------------------------- ------------------------ ------------------------------------ - --------------------------------------- ------------------------ TOTAL WITHDRAWAL $ ------------------------------------ --------------------- ------------------------ There is no penalty for early withdrawal used for this payment. / / Check here if you are a director, officer or employee of To withdraw from an account with checking privileges, please Atlantic Coast Federal or a member of such person's write a check. immediate family. - ---------------------------------------------------------------- ------------------------------------------------------------------- (6) STOCK REGISTRATION - Form of stock ownership [ ] Individual [ ] Uniform Transfer to Minors Act [ ] Partnership [ ] Joint Tenants [ ] Uniform Gift to Minors Act [ ] Individual Retirement Account [ ] Tenants in Common [ ] Corporation [ ] Fiduciary/Trust (Under Agreement Dated________________) - ---------------------------------------------------------------- ------------------------------------------------------------------- (7) Name Social Security or Tax I.D. - ------------------------------------------------------------------------------- ---------------------------------------------------- Name Daytime Telephone - ------------------------------------------------------------------------------- ---------------------------------------------------- Street Address Evening Telephone - ------------------------------------------------------------------------------- ---------------------------------------------------- Zip City State Code County County of Residence - ------------------------------------------------------------------------------- ---------------------------------------------------- / / (8) NASD AFFILIATION (This section applies to those individuals who meet the delineated criteria) Check here if you are a member of the National Association of Securities Dealers, Inc. ("NASD"), a person associated with an NASD member, a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder of an account in which an NASD member or person associated with an NASD member has a beneficial interest. To comply with conditions under which an exemption from the NASD's Interpretation You agree, if you have checked the NASD affiliation box to report this subscription in writing to the applicable NASD member within one day of the payment therefor. - ------------------------------------------------------------------------------------------------------------------------------------ (9) / / ASSOCIATE- ACTING IN CONCERT Check here, and complete the reverse side of this form, if you or any associates (as defined on the reverse side of this form) or persons acting in concert with you have submitted other orders for shares in the offerings. - ------------------------------------------------------------------------------------------------------------------------------------ ACKNOWLEDGEMENT By signing below, I acknowledge receipt of the Prospectus dated May xx, 2004 and the provisions therein and understand that I may not change or revoke my order once it is received by Atlantic Coast Federal Corporation. UNDER PENALTIES OF PERJURY, THE UNDERSIGNED CERTIFIES THAT THEY ARE PURCHASING SHARES SOLELY FOR THEIR ACCOUNT AND THAT THERE IS NO AGREEMENT OR UNDERSTANDING REGARDING THE SALE OR TRANSFER OF SUCH SHARES, OR THEIR RIGHT TO SUBSCRIBE FOR SHARES. FEDERAL REGULATIONS PROHIBIT ANY PERSONS FROM TRANSFERRING, OR ENTERING INTO ANY AGREEMENT DIRECTLY OR INDIRECTLY TO TRANSFER, THE LEGAL OR BENEFICIAL OWNERSHIP OF CONVERSION SUBSCRIPTION RIGHTS OR THE UNDERLYING SECURITIES TO THE ACCOUNT OF ANOTHER PERSON. ATLANTIC COAST FEDERAL CORPORATION WILL PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE EVENT IT BECOMES AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS AND WILL NOT HONOR ORDERS KNOWN BY IT TO INVOLVE SUCH TRANSFER. Under penalties of perjury, I further certify that: (1) the social security number or taxpayer identification number given above is correct; and (2) I am not subject to backup withholding. You must cross out this item, (2) above, if you have been notified by the Internal Revenue Service that you are subject to backup withholding because of underreporting interest or dividends on your tax return. (10) SIGNATURE Sign and date the form. When purchasing as a custodian, corporate officer, etc., include your full title. An additional signature is required only when payment is by withdrawal from an account that requires more than one signature to withdraw funds. (11) CERTIFICATION FORM Be sure to sign the Certification Form on the reverse side. YOUR ORDER WILL BE FILLED IN ACCORDANCE WITH THE PROVISIONS OF THE PROSPECTUS. THIS ORDER IS NOT VALID IF NOT SIGNED. If you need help completing this Form, you may call the Stock Center at (800) xxx-xxxx. THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, ARE NOT AN OBLIGATION OF OR GUARANTEED BY ATLANTICCOAST FEDERAL, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES ARE SUBJECT TO INVESTMENT RISK AND MAY LOSE VALUE. - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------- ------------------------------------------------------------- Authorized Signature Title (if applicable) Date OFFICE USE ONLY Check # ______________ _____________ - ------------------------------------------------------------- Date Rec'd ____/____ Ck. Amt.___________ Initials________ Authorized Signature Title (if applicable) Date Batch # ________ Order # ____________ Category ____________ - ------------------------------------------------------------- ------------------------------------------------------------- BE SURE TO SIGN THE CERTIFICATION FORM ON THE REVERSE SIDE ---------> [LOGO] ATLANTIC COAST FEDERAL ITEM (5) - (CONTINUED) ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER - ------------------------------------ --------------------- ------------------------------------ --------------------- - ------------------------------------ --------------------- ------------------------------------ --------------------- - ------------------------------------ --------------------- ------------------------------------ --------------------- - ------------------------------------ --------------------- ------------------------------------ --------------------- - ------------------------------------ --------------------- ------------------------------------ --------------------- ITEM (9) - (CONTINUED) List below all other orders submitted by you or your Associates (as defined) or by persons acting in concert with you. - ------------------------------------ --------------------- - ------------------------------------ --------------------- - ------------------------------------ --------------------- - ------------------------------------ --------------------- - ------------------------------------ --------------------- - ------------------------------------------------------------------------------------------------------------------------------------ The term "associate," when used to indicate a relationship with any person., is defined to mean (i) a corporation or organization (other than Atlantic Coast Federal Corporation, Atlantic Coast MHC or Atlantic Coast Federal) of which such person is a director, officer, or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (ii) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, provided, however, that such term shall not include any tax qualified employee stock benefit plan of Atlantic Coast Federal Corporation, Atlantic Coast MHC or Atlantic Coast Federal in which such person has a substantial beneficial interest or serves as a director or in a similar fiduciary capacity, and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of Atlantic Coast Federal Corporation, Atlantic Coast MHC or Atlantic Coast Federal. - ------------------------------------------------------------------------------------------------------------------------------------ CERTIFICATION FORM (This form must be dated and signed along with your dated and signed Stock Order Form on the reverse side.) I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED AND IS NOT GUARANTEED BY ATLANTIC COAST FEDERAL OR BY THE FEDERAL GOVERNMENT. THE COMMON STOCK IS SUBJECT TO INVESTMENT RISK AND MAY LOSE VALUE. If anyone asserts that the shares of Common Stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Office of Thrift Supervision's Southeast Regional Director, Mr. Jack Ryan, at (404) 888-0771. I further certify that, before purchasing shares of Common Stock of the Company, I received a copy of the Prospectus dated May XX, 2004 which discloses the nature of the shares of Common Stock being offered thereby and describes the following risks involved in an investment in the Common Stock under the heading "Risk Factors" beginning on page xx of the Prospectus: 1. Our loan portfolio possesses increased risk due to our substantial number of multifamily, commercial real estate, commercial business and consumer loans, which could increase the level of our provision for loan losses. (page xx) 2. Our regulators required us to stop certain types of lending until we implemented new policies and procedures and hired additional personnel. (page xx) 3. Our loan portfolio possesses increased risk due to its rapid expansion and the unseasoned nature of the portfolio. (page xx) 4. Our non-performing loans and classified assets have increased substantially in the past year. If our allowance for loan losses is not sufficient to cover our actual losses, our income may be negatively affected. (page xx) 5. Our chief executive officer is a critical part of our successful operation. (page xx) 6. Changes in interest rates may hurt our profits. (page xx) 7. After this offering, our return on equity will be low compared to other companies and our compensation expenses will increase. This could negatively impact the price of our stock. (page xx) 8. We intend to grant stock options and restricted stock to the board and management following the stock offering which could reduce your ownership interest. (page xx) 9. Persons who purchase stock in the offering will own a minority of Atlantic Coast Federal Corporation's common stock and will not be able to exercise voting control over most matters put to a vote of stockholders. (page xx) 10. Our board, management and employees will potentially own over 25% of the stock sold in the offering. (page xx) 11. Holders of Atlantic Coast Federal Corporation common stock may not be able to sell their shares when desired if a liquid trading market does not develop, or for $10.00 or more per share even if a liquid trading market develops. (page xx) 12. Management will have substantial discretion over investment of the offering proceeds and may make investments with which you disagree. (page xx) 13. Strong competition in our primary market area may reduce our ability to attract and retain deposits and obtain loans. (page xx) 14. If economic conditions deteriorate, our results of operations and financial condition could be adversely impacted as borrowers' ability to repay loans declines and the value of the collateral securing our loans decreases. (page xx) 15. Office of Thrift Supervision policy on remutualization transactions could prohibit acquisition of Atlantic Coast Federal Corporation, which may lower our stock price. (page xx) 16. We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.(page xx) - ------------------------------------------------------------- ------------------------------------------------------------- - ------------------------------------------------------------- ------------------------------------------------------------- - ------------------------------------------------------------- ------------------------------------------------------------- SIGNATURE (DATE) SIGNATURE (DATE) - ------------------------------------------------------------- ------------------------------------------------------------- [LOGO] ATLANTIC COAST FEDERAL STOCK CENTER (800) XXX-XXXX MONDAYS AND FRIDAYS TUESDAYS, WEDNESDAYS AND THURSDAYS ATLANTIC COAST FEDERAL ATLANTIC COAST FEDERAL DEERWOOD BRANCH HOME OFFICE 10328 DEERWOOD PARK BLVD 505 HAINES AVENUE JACKSONVILLE, FL WAYCROSS, GA STOCK ORDER FORM INSTRUCTIONS AND OWNERSHIP GUIDE - -------------------------------------------------------------------------------- ORDER FORM INSTRUCTIONS - -------------------------------------------------------------------------------- ITEM 1 AND 2 - Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares by the subscription price of $10.00 per share. The minimum order is 25 shares. The maximum purchase limitation for any person or persons ordering through a single account or grouped together with order by other persons who are associated with you is 50,000 shares. Atlantic Coast Federal Corporation has reserved the right to reject any order received in the Community Offering, in whole or in part. ITEM 3 - Payment for shares may be made by check, bank draft, or money order payable to Atlantic Coast Federal Corporation. DO NOT MAIL CASH. If you choose to make a cash payment, take your completed stock order form and certification form, and payment in person to a branch of Atlantic Coast Federal to turn into a check. Your funds will earn interest at Atlantic Coast Federal's passbook rate until the stock is issued. ITEM 4 - To pay by withdrawal from a savings account or certificate of deposit from Atlantic Coast Federal, write in the account number(s) and the amount(s) you wish to withdraw from each account. If more than one signature is required to withdraw, each person must sign in the Signature box on the front of the Order Form. To withdraw from an account with checking privileges, please write a check. No early withdrawal penalty will be charged on funds used to purchase our stock. A hold will be placed on the account(s) for the amount(s) indicated. Payments will remain in certificate of deposit account(s) until the stock offering closes and will continue to earn interest at the current account rate. However, if a partial withdrawal reduces the balance of a certificate of deposit account to less than the applicable minimum, the remaining balance will thereafter earn interest at the passbook rate. ITEM 5 - Please check this box if you were a depositor with at least $50.00 on deposit as of December 31, 2002 and/or March 31, 2004 and list all the names on the account(s) and all account number(s) of those accounts you had at these dates to ensure proper identification of your purchase rights. ITEMS 6 AND 7 - The stock transfer industry has developed a uniform system of shareholder registrations that we will use in the issuance of Atlantic Coast Federal Corporation common stock. Print the name(s) in which you want the stock registered and the mailing address of the registration. Include the first name, middle initial, and last name of the shareholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as "Mrs.", "Mr.", "Dr.", "special account", etc. Enter the Social Security or Tax I.D. number of one registered owner. This registered owner must be listed on the first "Name" line. Be sure to include your telephone number because we will need to contact you if we cannot execute your order as given. Review the Stock Ownership Guide on the back of this page and refer to the instructions for Uniform Gift to Minors/Uniform Transfer to Minors and Fiduciaries. Subscription rights are not transferable. If you are a qualified depositor, to protect your priority over other purchasers as described in the Prospectus, you must take ownership as your account relationship is established. If you, as a qualified depositor, include a non-qualified depositor or a depositor in a lower priority category on your stock order, your priority will be eliminated or lowered. ITEMS 8 AND 9 - See instructions on the form. ITEM 10 - Be sure all required persons sign the front of the stock order form as well as the certification form on the back. ITEM 11- Be sure to sign the certification form on the back of the stock order form. BE SURE TO READ AND SIGN THE CERTIFICATION FORM ON THE BACK OF THE STOCK ORDER FORM. - -------------------------------------------------------------------------------- STOCK OWNERSHIP GUIDE - -------------------------------------------------------------------------------- INDIVIDUAL The stock is to be registered in an individual's name only. You may not list beneficiaries for this ownership. JOINT TENANTS (WROS) Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. You may not list beneficiaries for this ownership. TENANTS IN COMMON Tenants in common may also identify two or more owners. When stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common. You may not list beneficiaries for this ownership. INDIVIDUAL RETIREMENT ACCOUNT Individual retirement account ("IRA") holders may make stock purchases from their deposits through a pre-arranged "trustee-to-trustee" transfer. Stock may only be held in a self-directed IRA. Please contact the Stock Center if you have any questions about your IRA account. There will be no early withdrawal or IRS penalties incurred by properly executed transactions. UNIFORM GIFT TO MINORS/UNIFORM TRANSFER TO MINORS For residents of many states, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfer to Minors Act. For residents in other states, stock may be held in a similar type of ownership under the Uniform Gift to Minors Act of the individual states. For either ownership, the minor is the actual owner of the stock with the adult custodian being responsible for the investment until the minor reaches legal age. INSTRUCTIONS: See your legal advisor if you are unsure about the correct registration of your stock. On the first "Name" line, print the first name, middle initial, and last name of the custodian, with the abbreviation "CUST" after the name. Print the first name, middle initial, and last name of the minor on the second "Name" line. Only one custodian and one minor may be designated. CORPORATION/PARTNERSHIP Corporations/Partnerships may purchase stock. Please provide the Corporation/Partnership's legal name and Tax I.D. To have depositor rights, the Corporation/Partnership must have an account in the legal name. Please contact the Stock Center to verify depositor rights and purchase limitations. FIDUCIARY/TRUST Generally, fiduciary relationships (such as Trusts, Estates, Guardianships, etc.) are established under a form of trust agreement or are pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity. INSTRUCTIONS: On the first "Name" line, print the first name, middle initial, and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first "Name" line. Following the name, print the fiduciary "title" such as trustee, executor, personal representative, etc. On the second "Name" line, print either the name of the maker, donor or testator OR the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.). In the blank after "Under Agreement Dated", fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will. An example of fiduciary ownership of stock in the case of a trust is: John D. Smith, Trustee for Thomas A. Smith Under Agreement Dated 06/09/87.