LETTER OF TRANSMITTAL
TO TENDER UP TO $25 MILLION AGGREGATE PRINCIPAL AMOUNT OF
5.625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
BANKATLANTIC BANCORP, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 28, 2000
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 29, 2000
UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF DEBENTURES (EACH, A
"HOLDER" AND COLLECTIVELY, THE "HOLDERS") MUST TENDER THEIR DEBENTURES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER
CONSIDERATION. TENDERED DEBENTURES MAY BE WITHDRAWN AT ANY TIME ON OR
PRIOR TO THE EXPIRATION DATE.
THE DEPOSITARY FOR THE TENDER OFFER IS:
U.S. BANK TRUST NATIONAL ASSOCIATION
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL AND IN THE OFFER TO
PURCHASE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
By execution hereof, the undersigned acknowledges receipt of the Offer to Purchase, dated January 28, 2000
(the "Offer to Purchase"), of BankAtlantic Bancorp, Inc. (the "Company") and this Letter of Transmittal with the
accompanying instructions (the "Letter of Transmittal"), which together constitute the Company's offer to
purchase (the "Tender Offer") up to $25 million aggregate principal amount of its 5.625% Convertible
Subordinated Debentures due 2007 (the "Debentures"), upon the terms and subject to the conditions set forth in
the Offer to Purchase.
All capitalized terms used herein and not defined shall have the meaning ascribed to them in the Offer to
This Letter of Transmittal is to be used by Holders if certificates representing Debentures are to be physically
delivered to the Depositary herewith by Holders. This Letter of Transmittal is also