EXHIBIT 10.13


                              BANKATLANTIC BANCORP

                      1999 NON-QUALIFIED STOCK OPTION PLAN


         I. PURPOSES. The purposes of this BankAtlantic Bancorp 1999
Non-Qualified Stock Option Plan (the "Plan") are to provide additional incentive
to eligible Employees (as defined in Section 2 below) to promote the success and
profitability of the Company's business by providing the opportunity for stock
ownership under the Plan. Options granted under the Plan will be non-qualified
stock options.

         II. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

                  (b) "CLASS A COMMON STOCK" shall mean the Class A common
stock, par value $.01 per share, of the Company.

                  (c) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (d) "COMPANY" shall mean BankAtlantic Bancorp, Inc., a Florida
corporation, and its successors and assigns.

                  (e) "COMMITTEE" shall mean the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 4 of the Plan.

                  (f) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Board of Directors
of the Company or the Committee.

                  (g) "EMPLOYEE" shall mean any person employed by the Company
or any Subsidiary of the Company and any person employed by a company affiliated
with the Company who provides services to the Company or any Subsidiary of the
Company.

                  (h) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  (i) "NON-QUALIFIED STOCK OPTION" shall mean a stock option not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Code.

                  (j) "OFFICER" shall mean an officer of the Company as defined
in Rule 16a-1(f) of the Exchange Act.

                  (k) "OPTION" shall mean a stock option granted pursuant to the
Plan.

                  (l) "OPTIONED STOCK" shall mean the Class A Common Stock
subject to an Option.

                  (m) "OPTIONEE" shall mean the recipient of an Option.

                  (n) "RULE 16B-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act or any successor rule.

                  (o) "SHARE" shall mean a share of the Class A Common Stock as
adjusted in accordance with Section 11 of the Plan.

                  (p) "STOCK OPTION AGREEMENT" shall mean the written option
agreements described in Section 16 of the Plan.







                  (q) "SUBSIDIARY" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         III. STOCK. Subject to the provisions of Section 11 of the Plan, the
maximum aggregate number of shares which may be optioned and sold under the Plan
is 750,000 shares of authorized, but unissued, or reserved Class A Common Stock.
If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for further grant
under the Plan.

         IV. ADMINISTRATION.

                  (a) PROCEDURE. The plan shall be administered by a Committee
appointed by the Board of Directors. The Committee shall consist of not less
than two members of the Board of Directors. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board of Directors. From time
to time the Board of Directors may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause), and
appoint new members in substitution therefor, and fill vacancies however caused;
provided, however, that at no time shall a Committee of less than two (2)
members of the Board of Directors administer the Plan.

                  (b) POWERS OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have the authority, in its discretion: (i) to grant
Non-qualified Stock Options; (ii) to determine, upon review of relevant
information and in accordance with Section 8(b) of the Plan, the fair market
value of the Class A Common Stock; (iii) to determine the exercise price per
share of Options to be granted; (iv) to determine the persons to whom, and the
time or times at which, Options shall be granted and the number of shares to be
represented by each Option; (v) to determine the vesting schedule of the Options
to be granted; (vi) to interpret the Plan; (vii) to prescribe, amend and rescind
rules and regulations relating to the Plan; (viii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (ix) to accelerate
or defer (with the consent of the holder thereof) the exercise date of any
Option; (x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Committee; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

                  (c) EFFECT OF THE COMMITTEE'S DECISION. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all Optionees, if applicable.

         V. ELIGIBILITY. Options may be granted to Employees; provided, however,
no Options shall be granted to directors or executive officers of the Company or
any Subsidiary of the Company. At least a majority of the Optioned Stock granted
pursuant to Options under the Plan during the period commencing on the effective
date of the Plan and ending on the third anniversary thereof shall be made to
employees of the Company or its Subsidiaries who are not Officers. Any person
who has been granted an Option may, if he is otherwise eligible, be granted an
additional Option or Options.

         The plan shall not confer upon any Optionee any right with respect to
continuation of employment, nor shall it interfere in any way with his right or
the Company's or any Subsidiary's right to terminate his employment at any time.

         VI. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board of Directors. The Plan shall continue in effect ten years from the
effective date of the Plan, unless sooner terminated under Section 13 of the
Plan.

         VII. TERM OF OPTION. The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the
Stock Option Agreement.




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         VIII. EXERCISE PRICE AND CONSIDERATION.

                  a) PRICE. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as determined by
the Committee, but shall be no less than one hundred percent (100%) of the fair
market value per Share on the date of grant.

                  b) DETERMINATION OF FAIR MARKET VALUE. The fair market value
shall be determined by the Committee in its discretion; provided, however, that
where there is a public market for the Class A Common Stock, the fair market
value per Share shall be (i) if the Class A Common Stock is listed or admitted
for trading on any United States national securities exchange, or if actual
transactions are otherwise reported on a consolidated transaction reporting
system, the closing price of such stock on such exchange or reporting system, as
the case may be, on the date of grant of the Option, as reported in any
newspaper of general circulation, or (ii) if the Class A Common Stock is quoted
on the National Association of Securities Dealers Automated Quotations
("NASDAQ") System, or any similar system of automated dissemination of
quotations of securities prices in common use, the mean between the closing bid
and asked quotations for such stock on the date of grant, as reported by a
generally recognized reporting service.

                  c) PAYMENT. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Committee and may consist entirely of cash, check, promissory
note, or other shares of the Company's capital stock having a fair market value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment for the issuance of
Shares to the extent permitted under Florida Law. When payment of the exercise
price for the Shares to be issued upon exercise of an Option consists of shares
of the Company's capital stock, such shares will not be accepted as payment
unless the Optionee has held such shares for the requisite period necessary to
avoid a charge to the Company's earnings for financial reporting purposes.

         IX. EXERCISE OF OPTION.

                  (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Committee, including target prices for the Class
A Common Stock and other performance criteria with respect to the Company or its
Subsidiaries and/or the Optionee, and as shall be permissible under the terms of
the Plan. An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment
may, as authorized by the Committee, consist of any consideration and method of
payment allowable under Section 8(c) of the Plan. Until the issuance of the
stock certificate evidencing such Shares (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company), which in no event will be delayed more than thirty (30) days from the
date of the exercise of the Option, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in the Plan. Exercise of an Option in
any manner shall result in a decrease in the number of Shares which thereafter
may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

                  (b) TERMINATION OF STATUS AS AN EMPLOYEE. Subject to this
Section 9(b), if any Employee ceases to be in Continuous Status as an Employee,
he may, but only within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Committee) after the date he
ceases to be an Employee, exercise his Option to the extent that he was entitled
to exercise it as of the date of such termination. To the extent that he was not
entitled to exercise the Option at the date of such termination, or if he does
not exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate. If any Employee ceases to be in
Continuous Status as an Employee as a result of a termination for cause (as
determined by the Committee), any Option held by such Employee shall terminate
immediately and automatically on the date of his termination as an Employee
unless otherwise determined by the Committee.

                  (c) DISABILITY OF OPTIONEE. Notwithstanding the provisions of
Section 9(b) above, in the



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event an Employee is unable to continue his employment as a result of his total
and permanent disability (as defined in Section 22(e)(3) of the Code), he may,
but only within three (3) months (or such other period of time not exceeding
twelve (12) months as is determined by the Committee) from the date of
termination of employment, exercise his Option to the extent he was entitled to
exercise it at the date of such disability. To the extent that he was not
entitled to exercise the Option at the date of disability, or if he does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.

                  (d) DEATH OF OPTIONEE. In the event of the death of an
Optionee:

                           (i) during the term of the Option, who was at the
time of his death an Employee and who shall have been in Continuous Status as an
Employee since the date of grant of the Option, the Option may be exercised at
any time within twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living one (1) month after the
date of death; or

                           (ii) within thirty (30) days (or such other period of
time not exceeding three (3) months as is determined by the Committee) after the
termination of Continuous Status as an Employee, the Option may be exercised, at
any time within three (3) months following the date of death, by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination.

         X. TRANSFERABILITY OF OPTIONS. During an Optionee's lifetime, an Option
may be exercisable only by the Optionee and an Option granted under the Plan and
the rights and privileges conferred thereby shall not be subject to execution,
attachment or similar process. An Option may not be sold, pledged, assigned,
hypothecated, transferred or otherwise disposed of in any manner (whether by
operation of law or otherwise) other than by will or by the laws of descent and
distribution.

         XI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  a) Subject to any required action by the shareholders of the
Company, the number of shares of Class A Common Stock covered by each
outstanding Option, and the number of shares of Class A Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Class A Common Stock
covered by each such outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Class A Common Stock
resulting from a stock split or the payment of a stock dividend with respect to
such stock or any other increase or decrease in the number of issued shares of
such stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Committee or the Board of Directors, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Class A Common Stock subject to an Option.

                  b) In the event of the proposed dissolution or liquidation of
the Company, or in the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, the Committee or the Board of Directors may determine, in its
discretion, that (i) if any such transaction is effected in a manner that
holders of Class A Common Stock will be entitled to receive stock or securities
in exchange for such shares, then, as a condition of such transaction, lawful
and adequate provision shall be made whereby the provisions of the Plan and the
Options granted hereunder shall thereafter be applicable, as nearly equivalent
as may be practicable, in relation to any shares of stock or securities
thereafter deliverable upon the exercise of any Option or (ii) the Option will
terminate immediately prior to the consummation of such proposed transaction.
The Committee or the Board of Directors may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Committee or the Board of Directors and give each Optionee the
right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.



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                  c) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issuance by the Company of debt
securities or preferred or preference stock that would rank above the Shares
subject to outstanding Options; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.

         XII. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall,
for all purposes, be the date on which the Committee makes the determination
granting such Option or such later date as the Committee may specify. Notice of
the determination shall be given to each Employee to whom an Option is so
granted within a reasonable time after the date of such grant.

         XIII. AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) COMMITTEE ACTION. Subject to applicable laws and
regulations, the Committee or the Board of Directors may amend the Plan from
time to time in such respects as the Committee or the Board of Directors may
deem advisable or terminate the Plan, in each case without the approval of the
Company's shareholders.

                  (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or
termination or modification of the Plan shall in any manner affect any Option
theretofore granted without the consent of the Optionee, except that the
Committee or the Board of Directors may amend or modify the Plan in a manner
that does affect Options theretofore granted upon a finding by the Committee or
the Board of Directors that such amendment or modification is in the best
interest of shareholders or Optionees.

         XIV. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

         As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

         XV. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.

         XVI. STOCK OPTION AGREEMENT. Options shall be evidenced by written
Stock Option Agreements in such form as the Board of Directors or the Committee
shall approve. The Stock Option Agreement may contain such other provisions,
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors or the Committee shall deem advisable.

         XVII. COMPLIANCE WITH RULE 16B-3. It is the intent of the Company that
this Plan and Options granted hereunder satisfy, and be interpreted in a manner
that, in the case of Optionees who are or may be Officers, satisfies the
applicable requirements of Rule 16b-3, so that such persons will be entitled to
the benefits of Rule 16b-3, or other exemptive rules under Section 16 of the
Exchange Act, and will not be subjected to avoidable



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liability thereunder. If any provision of this Plan or of any Option would
otherwise frustrate or conflict with the intent expressed in this Section 17,
that provision to the extent possible shall be interpreted and deemed amended so
as to avoid such conflict. To the extent of any remaining irreconcilable
conflict with such intent, such provision shall be deemed void as applicable to
Officers.

         XVIII. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other
rights of indemnification they may have as Directors, the members of the
Committee shall be indemnified by the Company against the reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
thereon, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is liable
for gross negligence or misconduct in the performance of his duties; provided
that within 60 days after institution of any such action, suit or proceeding a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

         XIX. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

         XX. WITHHOLDINGS. The Company and any Subsidiary may, to the extent
permitted by law, deduct from any payments or transfers of any kind due to an
Optionee the amount of any federal, state, local or foreign taxes required by
any governmental regulatory authority to be withheld or otherwise deducted with
respect to the Options or the Optioned Stock.

         XXI. OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in effect
for the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees,
officers and directors of the Company or any Subsidiary.

         XXII. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         XXIII. HEADINGS NOT PART OF PLAN. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.




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