FLORIDA SAVINGS BANCORP LOGO/LETTERHEAD


March 6, 2002

Dear Potential Investor:

We are pleased to announce that Florida Savings Bancorp is conducting an
offering of up to $5 million in aggregate principal amount of 4% convertible
debentures, due March 31, 2009. The debentures are being offered concurrently to
the Florida Savings Bancorp's shareholders, customers, business associates, and
the general public. The offering price is $1,000 per debenture. The minimum
principal amount of debentures any person may purchase is $10,000. The
debentures will be convertible into shares of common stock of Florida Savings
Bancorp at a conversion ratio of 90.91 shares of common stock for each
debenture, which is equal to an initial conversion price of $11 per share of
common stock.

Florida Savings Bancorp was formed on February 13, 1998 as the unitary thrift
holding company for Florida Savings Bank. Florida Savings Bancorp was initially
capitalized in 1999 in a successful private offering that raised approximately
$7.4 million through the sale of 735,000 shares at $10.00 per share. Florida
Savings Bank opened for business on April 26, 1999, and currently operates
business from its sole banking office located in Pinecrest, FL. As part of
Florida Savings Bank's community bank approach, our focus is providing
personalized service to the community, and attracting individuals and businesses
as customers who wish to conduct business with a locally owned and managed
institution - one that takes an active interest in our customers' banking needs
and financial affairs.

Since opening in 1999, Florida Savings Bancorp has grown to $63.3 million in
assets, $51.2 million in net loans and $52.9 million in deposits as of December
31, 2001. Florida Savings Bancorp has shown consistent improvement in operating
results since its inception and achieved profitability for the fourth quarter of
2001.

Please read the enclosed Offering Circular carefully. It includes important
financial and operating information about Florida Savings Bancorp and describes
the offering in detail. If you are interested in purchasing debentures, you may
do so during the limited offering period. To subscribe for the debentures,
complete the enclosed Subscription Agreement along with a check or money order
in full of the aggregate subscription price made payable to "[enter escrow
agent]", and remit to [enter party for remittance]. The enclosed postage-paid
envelope must be received before ________ p.m. Eastern time, on _______________.

I will contact you shortly to ensure that you have received the enclosed
information and to ascertain you interest in the offering. If you have any
questions or would like to discuss the offering please feel free to call us at
_______________.

Sincerely,



Bernard Janis                             Robert L. Bonnet
Chairman and Chief Executive Officer      President and Chief Operating Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy
Convertible Debentures. Such offer is made only throughout the Offering
Circular. The Convertible Debentures offered are not savings accounts or savings
deposits and are not insured by the Federal Deposit Insurance Corporation or any
other government agency.