Brookfield says its General Growth plan best bet

* Says Simon Property offer is at market bottom

* Judge to rule Friday on exit for General Growth (In US dollars unless noted)

By Pav Jordan

TORONTO, May 5 (Reuters) - Brookfield Asset Management Inc said on Wednesday its plan to help General Growth Properties exit bankruptcy will mean bigger gains for shareholders of the No. 2 U.S. mall owner than a buyout from its top rival.

A bankruptcy court judge is scheduled to weigh on Friday a General Growth motion to approve a recapitalization plan involving Brookfield, Pershing Square Capital Management and Fairholme Capital Management.

However, General Growth is also in talks with Simon Property Group Inc (SPG.N), which has made an offer to buy the entire company.

"The competitor is offering a plan where the shareholders can get bought out at the bottom of the market," Bruce Flatt, Brookfield's senior managing partner and chief executive, told investors at the company's annual meeting in Toronto.

Under Brookfield's plan, Flatt would be one of three directors named to General Growth's board.

Brookfield, which first targeted General Growth for restructuring two years ago as the mall owner faced a mountain of debt and no financing alternatives, says the company could pay big returns if investors allow it to go ahead as a stand-alone.

"We think that this company is worth a lot of money," Flatt told Brookfield investors. "As a result of the financial structure that's in place, we think there's a very significant gain over the next five to seven to 10 years with this company to accrue to all shareholders, including ourselves."

Simon has bid $5.8 billion for all of General Growth, or $18.25 a share, more than double the $9 a share it initially offered.

Simon's offer is also to pay holders of $7 billion in General Growth unsecured debt in cash and assume billions in mortgages and other property-level debt.

Such a merger would bring together the No. 1 and No. 2 U.S. mall operators. Simon owns or has interest 381 properties in North America, Europe and Asia. General Growth owns about 200 properties, chiefly in the United States.

The offer from Brookfield, Fairholme and Pershing, is for a $6.55 billion investment and an additional $2 billion backstop.

Under the Brookfield offer, supported by General Growth management, investors would also get warrants worth several hundred million dollars.

($1=$1.03 Canadian) (Reporting by Pav Jordan; editing by Rob Wilson)