<PAGE>


                                  Exhibit 3.1










                           ARTICLES OF INCORPORATION
                                       OF
                        BANKUNITED FINANCIAL CORPORATION
                                  (as amended)

<PAGE>

                          ARTICLES OF INCORPORATION OF

                        BANKUNITED FINANCIAL CORPORATION
                                  (as amended)

                                   ARTICLE I

                                      Name

         The name of the corporation is "BANKUNITED FINANCIAL CORPORATION" (the
                                "Corporation").

                                   ARTICLE II

                                Principal Office

         The principal office and mailing address of the Corporation is 255
                 Alhambra Circle, Coral Gables, Florida 33134.

                                  ARTICLE III

                          Registered Office and Agent

         The street address of the Corporation's initial registered office is
255 Alhambra Circle, Coral Gables, Florida 33134. The name of its registered
agent at such address is Nancy L. Ashton.

                                   ARTICLE IV

                          Term of Corporate Existence

         The duration of this Corporation is to be perpetual.

                                   ARTICLE V

                                    Purpose

         The Corporation is a financial institution holding company and may
engage in any activity or business permitted under the laws of the State of
Florida.

                                   ARTICLE VI

                                 Capital Stock

         The total number of shares of all classes of stock that the Corporation
is authorized to issue is 73,000,000 shares, of which 60,000,000 shall be Class
A Common Stock, $.01 par value (the "Class A Common Stock"), 3,000,000 shall be
Class B Common Stock, $.01 par value (the "Class B Common Stock"), and
10,000,000 shall be Preferred Stock, $.01 par value (the "Preferred Stock"). No
holder of the Corporation's stock shall have any preemptive right to acquire the
Corporation's securities.

                  Class A Common Stock. The maximum number of shares of Class A
         Common Stock that the Corporation is authorized to have outstanding is
         60,000,000 shares at a par value of $.01 per share. The Class A Common
         Stock shall be a special class of stock issuable from time to time in
         one or more series as specified in Section 607.0602 of the Florida
         Business Corporation Act (or in such other manner as may be permitted
         by law), as determined from time to time by the Board of Directors and
         stated in the resolution or resolutions providing for the issuance of
         such series of Class A Common Stock adopted by the Board of Directors
         pursuant to authority hereby vested in it, each such series to be
         appropriately designated, prior to the issuance of any shares thereof,
         by some distinguishing letter, number, or title. The Board of Directors
         is hereby expressly granted authority to fix the authorized number of
         shares of each series of common stock, and to fix the terms of such
         series, including, but not limited to, the following:

                  (a)   the rate or manner of payment of dividends;

                                       1

<PAGE>

                  (b)   whether shares may be redeemed and, if so, the
         redemption price and the terms and conditions of redemption;

                  (c)   the amount payable upon shares in the event of voluntary
         or involuntary liquidation;

                  (d)   sinking fund provisions, if any, for the redemption or
         purchase of shares;

                  (e)   the terms and conditions, if any, on which shares may be
         converted;

                  (f)   voting rights, if any; and

                  (g)   the other special rights, if any, and the
         qualifications, limitations or restrictions thereof, of the shares of
         such series.

         The designation of each particular series of Class A Common Stock and
         its terms in respect of the foregoing particulars shall be fixed and
         determined by the Board of Directors in any manner permitted by law and
         stated in the resolution or resolutions providing for the issuance of
         such shares adopted by the Board of Directors pursuant to authority
         hereby vested in it, before any shares of such series are issued. The
         Board of Directors may from time to time increase (but not above the
         total number of authorized shares of the class) the number of shares of
         any series of Class A Common Stock already created by providing that
         any unissued Class A Common Stock shall constitute part of such series,
         or may decrease (but not below the number of shares thereof then
         outstanding) the number of shares of any series of Class A Common Stock
         already created by providing that any unissued shares previously
         assigned to such series shall no longer constitute part thereof. The
         Board of Directors is hereby empowered to classify or reclassify any
         unissued Class A Common Stock by fixing or altering the terms thereof
         in respect of the above-mentioned particulars and by assigning the same
         to an existing or newly created series from time to time before the
         issuance of such shares.

                  For purposes of determining whether a non-voting series of
         Class A Common Stock shall be entitled to vote as a class pursuant to
         Section 607.1004 of the Florida Business Corporation Act (or any
         successor section or statute hereinafter enacted) on an amendment to
         the Corporation's Articles of Incorporation, an amendment that
         increases the total number of authorized shares of Class A Common Stock
         shall not be considered to be an adverse change to the terms of any
         individual series of Class A Common Stock and shall not require a vote
         or the consent of the holders of any such series of Class A Common
         Stock.

                  Set forth in Appendix A hereto is the Statement of Designation
         setting forth the terms of the Series I Class A Common Stock.

                  Class B Common Stock. The maximum number of shares of Class B
         Common Stock that the Corporation is authorized to have outstanding is
         3,000,000 shares at a par value of $.01 per share. Holders of Class B
         Common Stock are entitled to vote on all questions required by law on
         the basis of one vote per share and there shall be no cumulative
         voting. The shares of Class B Common Stock shall be convertible into
         shares of other classes of capital stock of the Corporation in such
         manner as may be provided by the Board of Directors by resolution.

                  Set forth in Appendix A hereto is the Statement of Designation
         setting forth the conversion rights of the Class B Common Stock.

                  Preferred Stock. The maximum number of shares of Preferred
         Stock that the Corporation is authorized to have outstanding is
         10,000,000 shares at a par value of $.01 per share. The Preferred Stock
         may be issued from time to time in one or more series as specified in
         Section 607.0602 of the Florida Business Corporation Act (or in such
         other manner as may be permitted by law), as determined from time to
         time by the Board of Directors and stated in the resolution or
         resolutions providing for the issuance of such series of Preferred
         Stock adopted by the Board of Directors pursuant to authority hereby
         vested in it, each such series to be appropriately designated, prior to
         the issuance of any shares thereof, by some distinguishing letter,
         number, or title. The Board of Directors is hereby expressly granted
         authority to fix the authorized number of shares of each series of
         Preferred Stock, and to fix the terms of such series, including, but
         not limited to, the following:

                                       2

<PAGE>

                  (a)   the rate or manner of payment of dividends;

                  (b)   whether shares may be redeemed and, if so, the
         redemption price and the terms and conditions of redemption;

                  (c)   the amount payable upon shares in the event of voluntary
         or involuntary liquidation;

                  (d)   sinking fund provisions, if any, for the redemption or
         purchase of shares;

                  (e)   the terms and conditions, if any, on which shares may be
         converted;

                  (f)   voting rights, if any; and

                  (g)   the other special rights, if any, and the
         qualifications, limitations or restrictions thereof, of the shares of
         such series.

         The designation of each particular series of Preferred Stock and its
         terms in respect of the foregoing particulars shall be fixed and
         determined by the Board of Directors in any manner permitted by law and
         stated in the resolution or resolutions providing for the issuance of
         such shares adopted by the Board of Directors pursuant to authority
         hereby vested in it, before any shares of such series are issued. The
         Board of Directors may from time to time increase (but not above the
         total number of authorized shares of the class) the number of shares of
         any series of Preferred Stock already created by providing that any
         unissued Preferred Stock shall constitute part of such series, or may
         decrease (but not below the number of shares thereof then outstanding)
         the number of shares of any series of Preferred Stock already created
         by providing that any unissued shares previously assigned to such
         series shall no longer constitute part thereof. The Board of Directors
         is hereby empowered to classify or reclassify any unissued Preferred
         Stock by fixing or altering the terms thereof in respect of the
         above-mentioned particulars and by assigning the same to an existing or
         newly created series from time to time before the issuance of such
         shares.

                  For purposes of determining whether a non-voting series of
         Preferred Stock shall be entitled to a vote as a class pursuant to
         Section 607.1004 of the Florida Business Corporation Act (or any
         successor section or statute hereinafter enacted) on an amendment to
         the Corporation's Articles of Incorporation, an amendment that
         increases the total number of authorized shares of Preferred Stock
         shall not be considered to be an adverse change to the terms of any
         individual series of Preferred Stock and shall not require a vote or
         the consent of the holders of any such series of Preferred Stock.

                  Set forth in Appendices B, C, D, E, F, G and H hereto are the
         Statements of Designation setting forth the terms of the Noncumulative
         Convertible Preferred Stock, Series A; Noncumulative Convertible
         Preferred Stock, Series B; Noncumulative Convertible Preferred Stock,
         Series C; Noncumulative Convertible Preferred Stock, Series C-II; 8%
         Noncumulative Convertible Preferred Stock, Series 1993; 9%
         Noncumulative Perpetual Preferred Stock, and 8% Noncumulative
         Convertible Preferred Stock, Series 1996, respectively."

                                  ARTICLE VII

                         Distributions to Stockholders

         The Board of Directors may authorize and the Corporation may make
distributions to its stockholders subject to (a) the other provisions of these
Articles of Incorporation, and (b) except as the following otherwise provides,
the law currently in effect or hereinafter enacted:

         No distribution may be made if, after giving it effect:

         (i)  The Corporation would not be able to pay its debts as they become
due in the usual course of business; or

                                       3

<PAGE>

         (ii)     The Corporation's total assets would be less than the sum of
                  its total liabilities plus, unless the Board of Directors
                  determines otherwise, the amount that would be needed, if the
                  Corporation were to be dissolved at the time of distribution,
                  to satisfy the preferential rights upon dissolution of
                  stockholders whose preferential rights are superior to those
                  receiving the distribution.

                                  ARTICLE VIII

                                   Directors

         The number of directors constituting the Board of Directors shall be
such number, equal to or greater than one, as may be fixed from time to time in
the bylaws of the Corporation.

         Except as may be set forth in Statements of Designation creating series
of Class A Common Stock and Preferred Stock, the Board of Directors shall be
divided into three classes of directors of as nearly equal numbers as is
possible, designated Class I, Class II and Class III, respectively, serving
staggered three-year terms, with the term of a class expiring at each Annual
Meeting of Stockholders. At each Annual Meeting of Stockholders a number of
directors equal to the number of directors of the class whose term expires at
such meeting (or the number of directors properly nominated and qualified for
election) shall be elected to hold office until the third succeeding Annual
Meeting of Stockholders after their election. In all cases, each director shall
serve until a successor has been elected and qualified or until such director's
earlier resignation (including, without limitation, as may be provided by the
terms of an employment agreement), removal from office, death or disability.

                                   ARTICLE IX

                            Limitation of Liability

         The Corporation shall indemnify and may insure its officers and
directors to the fullest extent permitted by law currently in effect or
hereinafter enacted.

                                   ARTICLE X

                                   Amendment

         These Articles of Incorporation may be amended in the manner authorized
by law at the time of amendment.

                                   ARTICLE XI

                    Action by Stockholders Without a Meeting

         No action required or permitted to be taken at an Annual Meeting of
Stockholders or at a Special Meeting of Stockholders may be taken without a
meeting. The power of the stockholders to consent in writing, without a meeting,
to the taking of any action is expressly denied hereby.

                                  ARTICLE XII

             Affiliated Transactions and Control-Share Acquisitions

         The Corporation shall not be governed by the Affiliated Transactions
and Control-Share Acquisitions sections (Sections 607.0901 through 607.0903) of
the Florida Business Corporation Act or any successor sections or statutes
hereinafter enacted.

                                       4

<PAGE>

                                  ARTICLE XIII

                                  Incorporator

         The name and address of the incorporator of the Corporation is Maria E.
Chang, 1221 Brickell Avenue, 25th Floor, Miami, Florida 33131.

         The undersigned incorporator has executed these Articles of
Incorporation this 10th day of January, 1995.



                                             /s/ Maria E. Chang
                                             -----------------------------
                                             Maria E. Chang, Incorporator


         IN WITNESS WHEREOF, I, Nancy L. Ashton, having been named Registered
Agent and to accept service of process for BankUnited Financial Corporation at
the place designated in these Articles of Incorporation, hereby accept the
appointment as Registered Agent and agree to act in this capacity. I further
agree to comply with the provisions of all statutes relating to the proper and
complete performance of my duties, and I am familiar with and accept the
obligations of my position as Registered Agent this 10th day of January, 1995.



                                             /s/ Nancy L. Ashton
                                             ----------------------------------
                                             Nancy L. Ashton, Registered Agent

STATE OF FLORIDA  )
                  )SS:
COUNTY OF DADE    )

         The foregoing instrument was acknowledged before me this ____ day of
January, 1995 by Nancy L. Ashton, who is personally known to me and who did take
an oath.

                                             ___________________________________
                                             Notary Public
                                             State of Florida

                                             Printed Name:______________________

                                             Commission No.: ___________________

                                             My Commission Expires:

                                       5

<PAGE>

                                   Appendix A

                            STATEMENT OF DESIGNATION
                                       OF
                         SERIES I CLASS A COMMON STOCK
                                      AND
                              CLASS B COMMON STOCK
                                       OF
                        BANKUNITED FINANCIAL CORPORATION



     WHEREAS, pursuant to Article VI of the Articles of Incorporation of
BankUnited Financial Corporation (the "Corporation") as in effect on the date
hereof and Section 607.0602 of the Florida Business Corporation Act, the Board
of Directors of the Corporation is authorized, within limitations set forth
therein, (i) to divide the Corporation's Class A Common Stock, par value $.01
per share ("Class A Common Stock"), into series and fix and determine the
relative rights and preferences of the shares of any series so established, and
(ii) to fix and determine certain rights of the Corporation's Class B Common
Stock, par value $.01 per share ("Class B Stock"); and

     WHEREAS, the Board of Directors desires to (i) establish a series of the
Class A Common Stock, designating such series "Series I Class A Common Stock,"
(ii) allocate 30,000,000 shares of the authorized Class A Common Stock to the
Series I Class A Common Stock, (iii) fix and determine the relative rights and
preferences of the shares of the Series I Class A Common Stock, and (iv) fix and
determine the conversion rights of the Class B Stock;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors (i) hereby
allocates a portion of the Class A Common Stock to a series thereof designated
Series I Class A Common Stock, and fixes and determines the relative rights and
preferences of the Series I Class A Common Stock, as set forth in Section I
below, and (ii) hereby sets forth in Section II below the conversion rights of
the Class B Stock.

     I.    Designation, Allocation and Rights of Series I Class A Common Stock.

           (1)  Designation and Allocation. 30,000,000 of the 30,000,000
     shares of Class A Common Stock authorized by the Articles of Incorporation
     of the Corporation hereby are determined to be and shall be of a series
     designated as Series I Class A Common Stock (herein called "Series I Class
     A Stock")."

           (2)  Dividends. The holders of shares of the Series I Class A
     Common Stock shall be entitled to receive, when, as, and if declared by the
     Board of Directors and out of the assets of the Corporation which are by
     law available for the payment of dividends to the holders of common stock,
     a per share dividend equal to 110% of the amount per share of any dividend
     declared on Class B Stock (the "Dividend Rate"). The Dividend Rate shall be
     subject to adjustment as provided by the formula set forth in subsection
     I(3) of this resolution.

           (3)  Dividend Rate Adjustments. The Dividend Rate shall be subject to
     adjustment from time to time as follows:

                (a)  If the Corporation shall (i) pay a dividend in and on
           shares of its Series I Class A Common Stock or Class B Stock, (ii)
           subdivide its outstanding shares of Series I Class A Common Stock or
           Class B Stock into a greater number of shares, (iii) combine its
           outstanding shares of Series I Class A Common Stock or Class B Stock
           into a smaller number of shares, or (iv) issue by reclassification of
           its shares of Series I Class A Common Stock or Class B Stock any
           shares of its capital stock, then the Dividend Rate in effect
           immediately prior thereto shall be adjusted so that the holder of
           Series I Class A Common Stock or Class B Stock entitled to receive a
           dividend upon his or her Series I Class A Common Stock or Class B
           Stock after the record date fixing stockholders to be affected by
           such event shall be entitled to receive upon declaration of a
           dividend on common stock such dividend which such holder would have
           been entitled to receive after the happening of such event had such
           dividend been declared and paid immediately prior to such record
           date. Such adjustment shall be made whenever any of such events shall
           happen, and shall also be effective retroactively as to the happening
           of any such event between such record date and the payment of
           dividends on the common stock of the Corporation.

                                      A-1

<PAGE>

           (b)  (i)   If the Corporation has issued Series I Class A Common
           Stock which is not listed on a national securities exchange or traded
           over-the-counter by a nationally recognized securities firm or
           association and the Corporation shall issue rights or warrants to the
           holders of any of its capital stock entitling them to subscribe for
           or purchase shares of common stock at a price per share less than the
           Book Value Per Share (as defined in subsection II(4)(b)(iii) of this
           resolution) of such common stock at the record date mentioned below;
           or

                (ii)  If the Corporation has issued Series I Class A Common
           Stock which is listed on a national securities exchange or traded
           over-the-counter by a nationally recognized securities firm or
           association, and the Corporation shall issue rights or warrants to
           the holders of its capital stock entitling them to subscribe for or
           purchase shares of common stock at a price per share less than the
           current market price per share (as defined in subsection II(4)(e) of
           this resolution) of such common stock at the record date mentioned
           below; then, in either of the above events, the Dividend Rate shall
           be adjusted by multiplying the Dividend Rate existing immediately
           prior to such event by a fraction as provided below:

                      (A) If the Class B Stock may be subscribed for or
           purchased at less than the Book Value Per Share or the current market
           price per share, as the case may be, then the numerator of such
           fraction shall be the number of shares of Class B Stock outstanding
           on the date of issuance of such rights or warrants plus the number of
           additional shares of Class B Stock offered for subscriptions or
           purchase, and the denominator of which shall be the number of shares
           of Class B Stock outstanding on the date of issuance of such rights
           or warrants plus the number of shares of Class B Stock which the
           aggregate offering price of the total number of shares of Class B
           Stock so offered would purchase based on current Book Value Per Share
           at the record date mentioned below or current market price per share
           (as defined in subsection II(4)(e) of this resolution), as the case
           may be.

                      (B) If the Series I Class A Common Stock may be subscribed
           for or purchased at less than the Book Value Per Share or the current
           market price per share, as the case may be, then the numerator of
           such fraction shall be the number of shares of Series I Class A
           Common Stock outstanding on the date of issuance of such rights or
           warrants plus the number of shares of Series I Class A Common Stock
           which the aggregate offering price of the total number of shares of
           Series I Class A Common Stock so offered would purchase based on Book
           Value Per Share at the record date mentioned below or current market
           price per share (as defined in subsection II(4)(e) of this
           resolution), as the case may be, and the denominator of which shall
           be the number of shares of Series I Class A Common Stock outstanding
           on the date of issuance of such rights or warrants plus the number of
           additional shares of Series I Class A Common Stock offered for
           subscription or purchase.

                (iii) An adjustment to the Dividend Rate as provided in
           subsections I(3)(b)(ii)(A) or (B), above, shall be made whenever such
           rights or warrants are issued, and also shall be effective
           retroactively as to dividends declared on the common stock of the
           Corporation between the record date for the determination of
           stockholders entitled to receive such rights or warrants and the date
           such rights or warrants are issued.

           (c)  No adjustment in the Dividend Rate shall be required unless such
adjustment would require an increase or decrease of at least 2% in such Dividend
Rate; provided, however, that any adjustments which by reason of this subsection
I(3)(c) are not required to be made, and are not made, shall be carried forward
and taken into account in any subsequent adjustment.

(4)        Voting.

           (a)  Except as otherwise provided in the Articles of Incorporation of
the Corporation, or as provided in any resolution of the Board of Directors or
the stockholders of the Corporation, the Series I Class A Common Stock, the
Class B Stock, and the Preferred Stock shall vote together as a single class on
all matters submitted to the stockholders of the Corporation for a vote. In any
such vote, each share of Series I Class A Common Stock is entitled to cast 1/10
of the vote that each share of Class B Stock is entitled to cast.

           (b)  Notwithstanding the provision contained in subsection I(4)(a)
above, in the event of any consolidation of the Corporation with or merger of
the Corporation into another corporation, or in the event of any sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation to another corporation, then, in any such consolidation,

                                      A-2

<PAGE>

              merger, sale, conveyance, exchange or transfer, if the
              consideration per share (as adjusted consistent with the
              provisions of Sections I and II hereof) to be received for the
              shares of Series I Class A Common Stock differs in any substantial
              kind or amount from the per share (as adjusted consistent with the
              provisions of Sections I and II hereof) consideration to be
              received for Class B Stock, the majority of the holders of the
              outstanding Series I Class A Common Stock, by a separate vote of
              the holders of the Series I Class A Common Stock, must approve
              such consolidation, merger, sale, conveyance, exchange or
              transfer; provided, however, that nothing in this subsection
              I(4)(b) shall in any way grant any rights to the holders of the
              Series I Class A Common Stock in connection with the sale of any
              shares of the capital stock of the Corporation by a stockholder of
              the Corporation to any person or entity other than the
              Corporation. Notwithstanding any other provision of this
              subsection I(4)(b), the receipt by the holders of the Series I
              Class A Common Stock of limited voting stock in an acquiring
              company shall not be deemed to be consideration which differs in
              any substantial respect from that received by the holders of the
              Class B Stock, provided such limited voting common stock bears
              substantially the same relative rights and privileges to the
              acquiring company's voting stock as the Series I Class A Common
              Stock bears to the Class B Stock.

II.           Conversion Rights of Class B Stock.

              (1)  Conversion. Subject to and upon compliance with the
              provisions of this resolution, the holder of any shares of Class B
              Stock may at such holder's option convert any such shares of Class
              B Stock into such number of fully paid and non-assessable shares
              of Series I Class A Common Stock as are issuable pursuant to the
              formula set forth in subsections II(3), (4) and (5) of this
              resolution.

                   No adjustment shall be made for dividends on any Series I
              Class A Common Stock that shall be issuable because of the
              conversion of shares of Class B Stock, but all dividends accrued
              and unpaid on any Class B Stock up to and including the dividend
              payment date immediately preceding the date of conversion shall
              constitute a debt of the Corporation payable to the converting
              holder.

              (2)  Mechanics of Conversion. The surrender of any Class B Stock
              for conversion shall be made by the holder thereof to the
              Corporation at its principal office and such holder shall give
              written notice to the Corporation at said office that such holder
              elects to convert such Class B Stock in accordance with the
              provisions hereof. Such notice also shall state the name or names
              (with addresses) in which the certificate or certificates for
              Series I Class A Common Stock, which shall be issuable on such
              conversion, shall be issued. Subject to the provisions of
              subsection II(1) hereof, every such notice of election to convert
              shall constitute a contract between the holder of such shares and
              the Corporation, whereby such holder shall be deemed to subscribe
              for the number of shares of Series I Class A Common Stock which
              such holder will be entitled to receive upon such conversion and,
              in payment and satisfaction of such subscription, to surrender
              such Class B Stock and to release the Corporation from all
              obligations thereon, and whereby the Corporation shall be deemed
              to agree that the surrender of such Class B Stock and the
              extinguishment of its obligations thereon shall constitute full
              payment for the Series I Class A Common Stock so subscribed for
              and to be issued upon such conversion.

                   As soon as practicable after the receipt of such notice and
              the shares of Class B Stock, the Corporation shall issue and shall
              deliver to the person for whose account such shares of Class B
              Stock were so surrendered, or on such holder's written order, a
              certificate or certificates for the number of full shares of
              Series I Class A Common Stock issuable upon the conversion of such
              shares of Class B Stock and a check or cash for the payment (if
              any) to which such person is entitled pursuant to subsection II(5)
              hereof, together with a certificate or certificates representing
              the shares of Class B Stock, if any, which are not to be
              converted, but which constituted part of the Class B Stock
              represented by the certificates or certificates surrendered by
              such person. Such conversion shall be deemed to have been effected
              on the date on which the Corporation shall have received such
              notice and such Class B Stock, and the person or persons in whose
              name or names any certificate or certificates for Series I Class A
              Common Stock shall be issuable upon such conversion shall be
              deemed to have become on said date the holder or holders of record
              of the shares represented thereby.

              (3)  Basic Conversion Rate. The initial rate at which holders may
              convert Class B Stock into Series I Class A Common Stock
              ("Conversion Rate") shall be one share of Series I Class A Common
              Stock for each share of Class B Stock surrendered for conversion.

              (4)  Conversion Rate Adjustment. The Conversion Rate shall be
              subject to adjustment from time to time as follows:

                                      A-3

<PAGE>


                   (a)  If the Corporation shall (i) pay a dividend in and on
              shares of its Series I Class A Common Stock or its Class B Stock,
              (ii) subdivide its outstanding shares of Series I Class A Common
              Stock or its Class B Stock into a greater number of shares, (iii)
              combine its outstanding shares of Series I Class A Common Stock or
              its Class B Stock into a smaller number of shares, or (iv) issue
              by reclassification of its shares of Series I Class A Common Stock
              or its Class B Stock any shares of its capital stock, then the
              Conversion Rate in effect immediately prior thereto shall be
              adjusted so that the holder of Class B Stock surrendered for
              conversion after the record date fixing stockholders to be
              affected by such event shall be entitled to receive upon
              conversion the number of such shares of the Corporation which such
              holder would have been entitled to receive after the happening of
              such event had such shares been converted immediately prior to
              such record date. Such adjustment, if applicable, shall be made
              whenever any of such events shall happen, and shall also be
              effective retroactively as to shares converted between such record
              date and the date of the happening of any such event.

                   (b)  (i) If the Series I Class A Common Stock is not listed
              on a national securities exchange or traded over-the-counter by a
              nationally recognized securities firm or association, and the
              Corporation issues rights or warrants (a) to the holders of its
              Series I Class A Common Stock entitling them to subscribe for or
              purchase shares of Series I Class A Common Stock or (b) to the
              holders of its Class B Stock entitling them to subscribe for or
              purchase shares of Class B Stock, in either case at a price per
              share less than the Book Value Per Share (as defined below) of
              Series I Class A Common Stock at the record date mentioned below;
              or

                   (ii) If the Series I Class A Common Stock is listed on a
              national securities exchange or traded over-the-counter by a
              nationally recognized securities firm or association, and the
              Corporation issued rights or warrants (a) to the holders of its
              Series I Class A Common Stock entitling them to subscribe for or
              purchase shares of Series I Class A Common Stock or (b) to the
              holders of its Class B Stock entitling them to subscribe for or
              purchase shares of Class B Stock, in either case at a price per
              share less than the current market price per share of Series I
              Class A Common Stock (as defined in subsection II(4)(e) of this
              resolution) at the record date mentioned below;

              then, in either of the above events in which the Series I Class A
              Common Stock rights or warrants are issued at a price per share
              below Book Value Per Share or current market price per share, as
              the case may be, the number of shares of Series I Class A Common
              Stock into which each share of Class B Stock shall thereafter be
              convertible shall be determined by multiplying the number of
              shares of Series I Class A Common Stock into which such shares of
              Class B Stock were theretofore convertible by a fraction, the
              numerator of which shall be the number of shares of Series I Class
              A Common Stock outstanding on the date of issuance of such rights
              or warrants plus the number of additional shares of Series I Class
              A Common Stock offered for subscription or purchase, and the
              denominator of which shall be the number of shares of Series I
              Class A Common Stock outstanding on the date of issuance of such
              rights or warrants plus the number of shares of Series I Class A
              Common Stock which the aggregate offering price of the total
              number of shares so offered would purchase based on Book Value Per
              Share at the record date mentioned below or current market price
              per share (as defined in subsection II(4)(e) of this resolution),
              as the case may be. If the Corporation issues Class B Stock rights
              or warrants at a price per share below Book Value Per Share or
              current market price per share, as the case may be, then the above
              formula shall be used except that when calculating the fraction in
              such formula, Class B Stock shall be substituted for Series I
              Class A Common Stock. Such adjustment shall be made whenever such
              rights or warrants are issued, and shall also be effective
              retroactively as to shares of Class B Stock converted between the
              record date for the determination of stockholders entitled to
              receive such rights or warrants and the date such rights or
              warrants are issued.

                        (iii) The term "Book Value Per Share," as used herein,
              shall mean such amount which is determined by (a) reducing total
              stockholders' equity by the amount contributed to capital in
              exchange for all classes of stock other than common stock,
              adjusted to reflect any proportion of the Corporation's net income
              or loss from operations since payment for such shares of stock
              other than common stock (such adjustment arrived at by adding all
              shares of outstanding stock, adjusted to reflect any conversion
              ratios, the resulting number to be the denominator of a fraction
              the numerator of which is to be the number of shares of the
              Corporation's stock other than common stock, adjusted to reflect
              conversion ratios, the resulting fractions to be multiplied by the
              net income or loss from the Corporation's operations since payment
              for the stock other than common stock); and (b) dividing the
              resulting amount by the number of shares of common stock
              outstanding, adjusted to compensate for any common stock to common
              stock conversion ratio other than one to one.

                        (c)   If the Corporation shall distribute to the holders
              of its Series I Class A Common Stock or Class B Stock evidence of
              its indebtedness or assets (excluding cash dividends or
              distributions made out of current or retained earnings) or rights
              or warrants to subscribe other than as referred to in subsection
              II(4)(b) of this resolution, then, when such distribution is made
              to the holders of Series I Class A Common Stock the number of
              shares of

                                      A-4

<PAGE>

              Series I Class A Common Stock into which each share of Class B
              Stock shall thereafter be convertible shall be determined by
              multiplying the number of shares of Series I Class A Common Stock
              into which such shares of Class B Stock was theretofore
              convertible by a fraction, the numerator of which shall be the
              Book Value Per Share of Series I Class A Common Stock at the
              record date mentioned below or, if the Series I Class A Common
              Stock is listed on a national securities exchange or traded
              over-the-counter by a nationally recognized securities firm or
              association, the market price per share of Series I Class A Common
              Stock (as defined in subsection II(4)(e) of this resolution) on
              the date of such distribution, and the denominator of which shall
              be such Book Value Per Share of the Series I Class A Common Stock
              at the record date mentioned below or such current market price
              per share of the Series I Class A Common Stock, as the case may
              be, less the then fair market value (as determined by the Board of
              Directors of the Corporation, whose determination shall be
              conclusive) of the portion of the assets, evidence of
              indebtedness, subscription rights or warrants so distributed
              applicable to one share of the Series I Class A Common Stock. If
              the Corporation distributes such evidence of indebtedness or
              assets to the holders of the Class B Stock, the above formula
              shall be used except that when calculating the fraction in such
              formula, Class B Stock shall be substituted for Series I Class A
              Common Stock. Such adjustment shall be made whenever any such
              distribution is made, and shall also be effective retroactively as
              to the shares converted between the record date for the
              determination of stockholders entitled to receive such
              distribution and the date such distribution is made.

                   (d)  In the event of any consolidation of the Corporation
              with, or the merger of the Corporation into, another corporation,
              or in the event of any sale, conveyance, exchange or transfer (for
              cash, shares of stock, securities or other consideration) of all
              or substantially all of the property or assets of the Corporation
              to another corporation, or in the case of any reorganization of
              the Corporation, the holder of each share of Class B Stock then
              outstanding shall have the right thereafter to convert such share
              into the kind and amount of shares of stock and other securities
              and property, including cash, which would have been deliverable to
              such holder upon such consolidation, merger, sale, conveyance,
              exchange, transfer or reorganization if such holder had converted
              such holder's shares of Class B Stock into Series I Class A Common
              Stock immediately prior to such consolidation, merger, sale,
              conveyance, exchange, transfer or reorganization. In any such
              event, effective provision shall be made in the instrument
              effecting or providing for such consolidation, merger, sale,
              conveyance, exchange, transfer or reorganization so that the
              provisions set forth herein for the protection of the conversion
              rights of the shares of Class B Stock shall thereafter be
              applicable, as nearly as may be practicable, in relation to any
              shares of stock or other securities or property, including cash,
              deliverable after such consolidation, merger, sale, conveyance,
              exchange, transfer or reorganization upon the conversion. The
              provisions of this subsection II(4)(d) shall similarly apply to
              successive consolidations, mergers, sales, conveyances, exchanges,
              transfers and reorganizations.

                   (e)  For purposes of computation under Sections I and II of
              this resolution, the current market price per share of Series I
              Class A Common Stock at any date shall be deemed to be the average
              of the daily closing prices for the 20 consecutive business days
              immediately prior to the day in question. The closing price for
              each day shall be the last reported sales price, regular way, on
              the principal national securities exchange upon which the Series I
              Class A Common Stock is listed, or in case no such reported sale
              takes place on such day, the average of the reported closing bid
              and asked prices, regular way, on such national securities
              exchange, or if the Series I Class A Common Stock is not then
              listed on a national securities exchange, the average of the
              closing prices or, if applicable, closing bid and asked prices in
              the over-the-counter market as furnished by the nationally
              recognized securities firm or association selected from time to
              time by the Corporation for that purpose.

                   (f)  No adjustments in the Conversion Rate shall be required
              unless such adjustment would require an increase or decrease of at
              least 2% in such Conversion Rate; provided, however, that any
              adjustments which by reason of this subsection II(4)(f) are not
              required to be made, and are not made, shall be carried forward
              and taken into account in any subsequent adjustment. All
              calculations under this subsection II(4)(f) shall be made to the
              nearest cent or one-hundredth of a share, as the case may be.

              (5)  Fractional Shares. No fractional shares or scrip representing
              fractional shares shall be issued upon the conversion of any
              shares. If more than one share shall be surrendered for conversion
              at one time by the same holder, the number of full shares issuable
              upon conversion thereof shall be computed on the basis of the
              aggregate number of such shares so surrendered. If the conversion
              of any shares results in a fraction, an amount equal to such
              fraction multiplied by the current market price (determined as
              provided in subsection II(4)(e) of this resolution) of the Series
              I Class A Common Stock on the business day next preceding the date
              of conversion shall be paid to such holder in cash by the
              Corporation; or if the Series I Class A Common Stock is not listed
              on a national securities exchange or traded over-the-counter by a
              nationally recognized securities firm, an amount equal to such
              fraction multiplied by the Book Value Per Share of the Class B
              Stock on the business day next preceding the date of conversion
              shall be paid to such holder in cash by the Corporation.

                                      A-5

<PAGE>

              (6)  Tax. The issue of stock certificates on conversion of shares
              shall be made free of any tax in respect of such issue. The
              Corporation shall not, however, be required to pay any tax which
              may be payable in respect of any transfer involved in the issue
              and delivery of stock in a name other than that of the holder of
              the shares converted, and the Corporation shall not be required to
              issue or deliver any such stock certificates unless and until the
              person or persons requesting the issuance thereof shall have paid
              to the Corporation the amount of any such tax or shall have
              established to the satisfaction of the Corporation that such tax
              has been paid.

              (7)  Power Reserved by the Board of Directors. If in any case a
              state of facts occurs wherein in the opinion of the Board of
              Directors, the other provisions of this Section II are not
              strictly applicable, or if strictly applicable, would not fairly
              protect the conversion rights of the Class B Stock in accordance
              with the essential intent and principles of such provisions, then
              the Board of Directors shall make an adjustment in the application
              of such provisions in accordance with such essential intent and
              principles so as to protect such conversion rights as aforesaid.

              (8)  Reservation of Shares. The Corporation shall at all times
              reserve and keep available out of its authorized Series I Class A
              Common Stock the full number of shares of Series I Class A Common
              Stock deliverable upon the conversion of all outstanding shares of
              Class B Stock and shall take all such corporate action as may be
              required from time to time in order that it may validly and
              legally issue fully paid and non-assessable shares of Series I
              Class A Common Stock upon conversion of the Class B Stock.

              (9)  Status of Converted Shares. Shares of Class B Stock converted
              shall assume the status of authorized but unissued shares of Class
              B Stock of the Corporation.

                                      A-6

<PAGE>

                                   Appendix B

                            STATEMENT OF DESIGNATION
                                       OF
               NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     WHEREAS, pursuant to Article VI of the Articles of Incorporation of
BankUnited Financial Corporation (the "Corporation") and Section 607.0602 of the
Florida Business Corporation Act, the Board of Directors of the Corporation is
authorized to divide the Corporation's authorized Preferred Stock into series
and, within the limitations set forth therein, fix and determine the relative
rights and preferences of the shares of any series so established; and

     WHEREAS, the Board of Directors desires to (i) establish a series of
Preferred Stock, designating such series "Noncumulative Convertible Preferred
Stock, Series A," (ii) allocate 55,000 shares of the authorized Preferred Stock
to the Noncumulative Convertible Preferred Stock, Series A, and (iii) fix and
determine the relative rights and preferences of the shares of the Noncumulative
Convertible Preferred Stock, Series A;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates the following as the relative rights of the Noncumulative Convertible
Preferred Stock, Series A;

     RESOLVED, that 55,000 of the 10,000,000 shares of Preferred Stock
authorized by the Articles of Incorporation of the Corporation be and hereby are
determined to be and shall be a series designated as Noncumulative Convertible
Preferred Stock, Series A (the "Series A Preferred Stock"), and that the
following is a statement fixing and determining the variations in the relative
rights and preferences of the Series A Preferred Stock pursuant to authority
vested in the Board of Directors by the Articles of Incorporation of the
Corporation:

     1.   Parity. The Series A Preferred Stock is of the same class as and shall
     be on a parity with the Corporation's currently outstanding Noncumulative
     Convertible Preferred Stock, Series B, C and C-II (the "Outstanding Parity
     Stock"), except as provided elsewhere herein.

     2.   Dividends. The holders of the Series A Preferred Stock shall be
     entitled to receive, when, as, and if declared by the Board of Directors
     and out of the assets of the Corporation which are by law available for the
     payment of dividends, preferential cash dividends payable quarterly on the
     last day of February, May, August and November of each year unless such day
     is a non-business day, in which event, on the next business day, at the
     fixed annual rate of $1.00 per share and no more.

     So long as any Series A Preferred Stock remains outstanding:

               (a)  no dividend whatsoever shall be declared or paid upon or set
          apart for payment, and no distribution shall be ordered or made in
          respect of: (i) the Class B Common Stock, par value $.01 per share
          (the "Class B Common Stock") or the Corporation's Series I Class A
          Common Stock, par value $.01 per share (the "Class A Common Stock") or
          any other outstanding common stock of the Corporation or (ii) any
          other class of stock or series thereof ranking junior to the Series A
          Preferred Stock in the payment of dividends;

               (b)  no shares of Class B Common Stock or Class A Common Stock
          and no shares of any other class of stock or series thereof ranking
          junior to the Series A Preferred Stock in the payment of dividends
          shall be redeemed or purchased by the Corporation or any subsidiary
          thereof; and

               (c)  no moneys, funds or other assets shall be paid to or made
          available for a sinking fund for the redemption or purchase of any
          shares of: (i) Class B Common Stock or Class A Common Stock; or (ii)
          any other class of stock or series thereof ranking junior to the
          Series A Preferred Stock in the payment of dividends;

          unless, in each instance, full dividends on all outstanding shares of
          Series A Preferred Stock for the then current calendar quarter shall
          have been paid or declared and set aside for payment.

                                       B-1

<PAGE>

               In addition, so long as any Series A Preferred Stock remains
          outstanding, no dividend whatsoever shall be declared or paid upon or
          set apart for payment, and no distribution shall be ordered or made in
          respect of, any share or shares of any class of stock or series
          thereof ranking on a parity with the Series A Preferred Stock
          (including the Outstanding Parity Stock) in the payment of dividends,
          unless, for the applicable calendar quarter:

               (a)  full dividends shall be paid or declared and set apart for
          payment on all shares of: (i) the Series A Preferred Stock; and (ii)
          any class of stock or series thereof ranking on a parity with the
          Series A Preferred Stock (including the Outstanding Parity Stock) in
          the payment of dividends; or

               (b)  in the event all such dividends for the applicable calendar
          quarter are not or cannot be paid or declared and set apart for
          payment in full, a pro rata portion of the full dividends shall be
          paid or declared and set apart for payment on all shares of: (i) the
          Series A Preferred Stock; and (ii) any class of stock or series
          thereof ranking on a parity with the Series A Preferred Stock
          (including the Outstanding Parity Stock) in the payment of dividends.
          Such pro rata portion shall be calculated based on the ratio that the
          total amount available for the payment of all required dividends on
          the Series A Preferred Stock and such parity stock for the applicable
          calendar quarter bears to the total required dividends on the Series A
          Preferred Stock and such parity stock for such calendar quarter.

     3.   Preference on Liquidation. In the event of any dissolution,
     liquidation or winding up of the affairs of the Corporation, after payment
     or provision for payment of any debts and other liabilities of the
     Corporation, the holders of the Series A Preferred Stock shall be entitled
     to receive the following amounts out of the net assets of the Corporation,
     and before any distribution shall be made to the holders of any common
     stock or to the holders of any other class of stock or series thereof
     ranking junior to the Series A Preferred Stock in the distribution of
     assets:

               (a)  if such dissolution, liquidation or winding up is voluntary,
          the applicable redemption price per share determined as provided in
          Section 4 of these resolutions;

               (b)  if such dissolution, liquidation or winding up is
          involuntary, $10.00 per share;

     and no more. If upon such voluntary or involuntary dissolution, liquidation
     or winding up of the affairs of the Corporation, the net assets of the
     Corporation shall be insufficient to permit payment in full of the amounts
     required to be paid to the holders of the Series A Preferred Stock and to
     the holders of any class of stock or series thereof ranking on a parity
     with the Series A Preferred Stock (including the Outstanding Parity Stock)
     in respect of the distribution of assets, then a pro rata portion of the
     full amount required to be paid upon such dissolution, liquidation or
     winding up shall be paid to: (i) the holders of Series A Preferred Stock;
     and (ii) the holders of any class of stock or series thereof ranking on a
     parity with the Series A Preferred Stock (including the Outstanding Parity
     Stock) in respect of the distribution of assets. Such pro rata portion
     shall be calculated based on the ratio that the total amount available for
     distribution to such holders bears to the total distribution required to be
     made on the Series A Preferred Stock and such parity stock.

          Nothing herein contained shall be deemed to prevent redemption of
     Series A Preferred Stock by the Corporation in the manner provided in
     Section 4 of these resolutions. Neither the merger nor consolidation of the
     Corporation into or with any other corporation, nor the merger or
     consolidation of any other corporation into or with the Corporation, nor a
     sale, transfer or lease of all or any part of the assets of the Corporation
     shall be deemed to be a dissolution, liquidation or winding up of the
     Corporation within the meaning of this Section 3.

          Written notice of any voluntary or involuntary dissolution,
     liquidation or winding up of the affairs of the Corporation, stating a
     payment date and the place where the distribution amounts shall be payable
     and containing a statement of or reference to the conversion right set
     forth in Section 6 of these resolutions, shall be given by mail, postage
     prepaid, at least 30 days but not more than 60 days prior to the payment
     date stated therein, to the holders of record of the Series A Preferred
     Stock at their respective addresses as the same shall appear on the books
     of the Corporation.

     4.   Redemption. The Corporation shall have the right, at its option and by
     resolution of the Board of Directors, to redeem at any time and from time
     to time the Series A Preferred Stock, in whole or in part, upon payment in
     cash in respect of each share redeemed, if redeemed during the twelve month
     period ending July 31, 1995, $10.15, or if redeemed after July 31, 1995,
     $10.00.

                                      B-2

<PAGE>

          If less than all of the outstanding shares of the Series A Preferred
     Stock shall be redeemed, the particular shares to be redeemed shall be
     allocated among the respective holders of Series A Preferred Stock pro rata
     or by lot, as the Board of Directors may determine.

          Notice of any redemption specifying the date fixed for said redemption
     and the place where the amount to be paid upon redemption is payable and
     containing a statement of or reference to the conversion right set forth in
     Section 6 of these resolutions shall be mailed, postage prepaid, at least
     30 days but not more than 60 days prior to said redemption date to the
     holders of record of the Series A Preferred Stock to be redeemed at their
     respective addresses as the name shall appear on the books of the
     Corporation. If such notice of redemption shall have been so mailed, and if
     on or before the redemption date specified in such notice all funds
     necessary for such redemption shall have been set aside by the Corporation
     separate and apart from its other funds, in trust for the account of the
     holders of the shares so to be redeemed, so as to be and continue to be
     available therefor, then, on and after said redemption date,
     notwithstanding that any certificate for shares of the Series A Preferred
     Stock so called for redemption shall not have been surrendered for
     cancellation, the shares represented thereby so called for redemption shall
     be deemed to be no longer outstanding, the right to receive dividends
     thereon shall cease to accrue, and all rights with respect to such shares
     of the Series A Preferred Stock so called for redemption shall forthwith
     cease and terminate, except only the right of the holders thereof to
     receive out of the funds so set aside in trust the amount payable on
     redemption thereof, but without interest.

          Shares of Series A Preferred Stock redeemed or otherwise purchased or
     acquired by the Corporation shall not be reissued as shares of Series A
     Preferred Stock but shall assume the status of authorized but unissued
     shares of Preferred Stock of the Corporation.

     5.   Voting Rights. The holders of the Series A Preferred Stock shall have
     two and one-half votes per share on all matters requiring the vote of
     stockholders, and additionally if the voting rights of the Class B Common
     Stock are increased, then the voting rights of the Series A Preferred Stock
     shall be increased by an amount which will maintain the two and one-half to
     one proportion between the voting rights of the Class B Common Stock and
     the Series A Preferred Stock as is hereby established.

          Additionally, if at any time the equivalent of six or more full
     quarterly dividends (whether or not consecutive) payable on the Series A
     Preferred Stock shall not be paid, the number of directors constituting the
     Board of Directors of the Corporation shall be increased by two, and the
     holders of the Series A Preferred Stock (whether or not the payment of
     quarterly dividends shall not be paid on other Preferred Stock outstanding)
     shall have the exclusive right, voting together as a class, to elect two
     directors to fill such newly-created directorships. This right shall remain
     vested until dividends on the Series A Preferred Stock have been paid for
     four consecutive quarters, at which time: (i) the right shall terminate
     (subject to revesting in the case of any subsequent failure to pay of the
     kind described above); (ii) the term of the directors then in office
     elected by the holders of the Series A Preferred Stock as a class shall
     terminate; and (iii) the number of directors constituting the Board of
     Directors of the Corporation shall be reduced by two.

          Whenever such right shall vest, it may be exercised initially either
     at a special meeting of holders of the Series A Preferred Stock or at any
     annual stockholders' meeting, but thereafter it shall be exercised only at
     annual stockholders' meetings. Any director who shall have been elected by
     the holders of the Series A Preferred Stock as a class pursuant to this
     Section 5 shall hold office for a term expiring (subject to the earlier
     payment of dividends) at the next annual meeting of stockholders, and
     during such term may be removed at any time, either for or without cause,
     by, and only by, the affirmative votes of the holders of record of a
     majority of the outstanding shares of the Series A Preferred Stock given at
     a special meeting of such stockholders called for such purpose, and any
     vacancy created by such removal may also be filled at such meeting. Any
     vacancy caused by the death or resignation of a director who shall have
     been elected by the holders of the Series A Preferred Stock as a class
     pursuant to this Section 5 may be filled by the remaining director elected
     by the holders of the Series A Preferred Stock then in office.

          Whenever a meeting of the holders of Series A Preferred Stock is
     permitted or required to be held pursuant to this Section 5, such meeting
     shall be held at the earliest practicable date and the Secretary of the
     Corporation shall call such meeting, providing written notice to all
     holders of record of Series A Preferred Stock in accordance with law, upon
     the earlier of the following:

               (a)  as soon as reasonably practicable following the occurrence
          of the event or events permitting or requiring such meeting hereunder;
          or

                                       B-3

<PAGE>

               (b)  within 20 days following receipt by said Secretary of a
          written request for such a meeting, signed by the holders of record of
          at least 20% of the shares of Series A Preferred Stock then
          outstanding.

               If such meeting shall not be called by the proper corporate
          officer within 20 days after the receipt of such request by the
          Secretary of the Corporation, or within 25 days after the mailing of
          the same within the United States of America by registered mail
          addressed to the Secretary of the Corporation at its principal office,
          then the holders of record of at least 20% of the shares of Series A
          Preferred Stock then outstanding may designate one of their members to
          call such a meeting at the expense of the Corporation, and such
          meeting may be called by such person in the manner and at the place
          provided in this Section 5. Any holder of Series A Preferred Stock so
          designated to call such meeting shall have access to the stock books
          of the Corporation for the purpose of causing a meeting of such
          stockholders to be so called.

               Notwithstanding any provision of this Section 5, no special
          meeting of the holders of shares of Series A Preferred Stock: (i)
          shall be held during the 90 day period next preceding the date fixed
          for the annual meeting of stockholders of the Corporation; or (ii)
          shall be required to be called or held in violation of any law, rule
          or regulation.

               Any meeting of the holders of all outstanding Series A Preferred
          Stock entitled to vote as a class for the election of directors shall
          be held at the place at which the last annual meeting of stockholders
          was held. At such meeting, the presence in person or by proxy of the
          holders of a majority of the outstanding shares of the Series A
          Preferred Stock shall be required to constitute a quorum; in the
          absence of a quorum, a majority of the holders present, in person or
          by proxy, shall have the power to adjourn the meeting from time to
          time without notice, other than an announcement at the meeting, until
          a quorum shall be present.

     6.   Convertibility. Shares of the Series A Preferred Stock (hereinafter in
     this Section 6 called the "Shares") shall be convertible into Class B
     Common Stock on the following terms and conditions:

               (a)  Subject to and upon compliance with the provisions of this
          Section 6, the holder of any Shares may, at such holder's option,
          convert any such Shares into such number of fully paid and
          non-assessable shares of Class B Common Stock as are issuable pursuant
          to the formula set forth in subsections (c) and (d) of this Section 6.
          No adjustment shall be made for dividends on any Class B Common Stock
          that shall be issuable upon the conversion of such Shares.

               (b)  The surrender of any Shares for conversion shall be made by
          the holder thereof to the Corporation at its principal office and such
          holder shall give written notice to the Corporation at said office
          that such holder elects to convert such Shares in accordance with the
          provisions thereof and this Section 6. Such notice also shall state
          the name or names (with addresses) in which the certificate or
          certificates for Class B Common Stock, which shall be issuable on such
          conversion, shall be issued. Subject to the provisions of subsection
          (a) of this Section 6, every such notice of election to convert shall
          constitute a contract between the holder of such shares and the
          Corporation, whereby such holder shall be deemed to subscribe for the
          number of shares of Class B Common Stock which such holder will be
          entitled to receive upon such conversion and, in payment and
          satisfaction of such subscription, to surrender such Shares and to
          release the Corporation from all obligations thereon, and whereby the
          Corporation shall be deemed to agree that the surrender of such Shares
          and the extinguishment of its obligations thereon shall constitute
          full payment for the Class B Common Stock so subscribed for and to be
          issued upon such conversion.

               As soon as practicable after the receipt of such notice and
          Shares, the Corporation shall issue and shall deliver to the person
          for whose account such Shares were so surrendered, or on such holder's
          written order, a certificate or certificates for the number of full
          shares of Class B Common Stock issuable upon the conversion of such
          Shares and a check or cash for the payment (if any) to which such
          person is entitled pursuant to subsection (e) of this Section 6,
          together with a certificate or certificates representing the Shares,
          if any, which are not to be converted, but which constituted part of
          the Shares represented by the certificate or certificates surrendered
          by such person. Such conversion shall be deemed to have been effected
          on the date on which the Corporation shall have received such notice
          and such Shares, and the person or persons in whose name or names any
          certificate or certificates for Class B Common Stock shall be issuable
          upon such conversion shall be deemed to have become on said date the
          holder or holders of record of the shares represented thereby.

                                       B-4

<PAGE>

     (c)  The Conversion Rate shall be 1.495919425 shares of Class B Common
Stock for each share of Series A Preferred Stock surrendered for conversion.

     (d)  The Conversion Rate shall be subject to adjustment from time to time
as follows:

          (1) If the Corporation shall (i) pay a dividend in shares of its Class
     B Common Stock, (ii) subdivide its outstanding shares of Class B Common
     Stock into a greater number of shares, (iii) combine its outstanding shares
     of Class B Common Stock into a smaller number of shares, or (iv) issue by
     reclassification of its shares of Class B Common Stock any shares of its
     capital stock, then the Conversion Rate in effect immediately prior thereto
     shall be adjusted so that the holder of a Share surrendered for conversion
     after the record date fixing stockholders to be affected by such event
     shall be entitled to receive upon conversion the number of such shares of
     the Corporation which such holder would have been entitled to receive after
     the happening of such event had such shares been converted immediately
     prior to such record date. Such adjustment shall be made whenever any of
     such events shall happen, and shall also be effective retroactively as to
     shares converted between such record date and the date of the happening of
     any such event.

          (2) If the Corporation shall issue rights or warrants to the holders
     of of its Class B Common Stock entitling them to subscribe for or purchase
     shares of Class B Common Stock, at a price per share less than the current
     market price per share of the Class A Common Stock (as defined in
     subsection (d)(5) of this Section 6) at the record date mentioned below,
     then the number of shares of Class B Common Stock into which each share
     shall thereafter be convertible shall be determined by multiplying the
     number of shares of Class B Common Stock into which such share was
     theretofore convertible by a fraction, the numerator of which shall be the
     number of shares of the Class B Common Stock outstanding on the date of
     issuance of such rights or warrants plus the number of additional shares of
     the Class B Common Stock offered for subscription or purchase, and the
     denominator of which shall be the number of shares of the Class B Common
     Stock outstanding on the date of issuance of such rights or warrants plus
     the number of shares of the Class B Common Stock which the aggregate
     offering price of the total number of shares so offered would purchase
     based on current market price per share (as defined in subsection (d)(5) of
     this Section 6). Such adjustment shall be made whenever such rights or
     warrants are issued, and shall also be effective retroactively as to shares
     converted between the record date for the determination of stockholders
     entitled to receive such rights or warrants and the date such rights or
     warrants are issued.

          (3) If the Corporation shall distribute to the holders of its Class B
     Common Stock evidence of its indebtedness or assets (excluding cash
     dividends or distributions made out of current or retained earnings) or
     rights or warrants to subscribe other than as referred to in subsection
     (d)(2) of this Section 6, then in each such case the number of shares of
     Class B Common Stock into which each share shall thereafter be convertible
     shall be determined by multiplying the number of shares of Class B Common
     Stock into which such share was theretofore convertible by a fraction, the
     numerator of which shall be the current market price per share of Class A
     Common Stock (as defined in subsection (d)(5) of Section 6) on the date of
     such distribution, and the denominator of which shall be such current
     market price per share of the Class A Common Stock, as the case may be,
     less the then fair market value (as determined by the Board of Directors of
     the Corporation, whose determination shall be conclusive) of the portion of
     the assets, evidence of indebtedness, subscription rights or warrants so
     distributed applicable to one share of Class B Common Stock. Such
     adjustment shall be made whenever any such distribution is made, and shall
     also be effective retroactively as to the shares converted between the
     record date for the determination of stockholders entitled to receive such
     distribution and the date such distribution is made.

          (4) In the event of any consolidation of the Corporation with or
     merger of the Corporation into another corporation, or in the event of any
     sale, conveyance, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all of the
     property or assets of the Corporation to another corporation, or in the
     case of any reorganization of the Corporation, the holder of each share
     then outstanding shall have the right thereafter to convert such shares
     into the kind and amount of shares of stock and other securities and
     property, including cash, which would have been deliverable to such holder
     upon such consolidation, merger, sale, conveyance, exchange, transfer or
     reorganization if such holder had converted such holder's shares into Class
     B Common Stock immediately prior to such

                                       B-5

<PAGE>

          consolidation, merger, sale, conveyance, exchange, transfer or
          reorganization. In any such event, effective provision shall be made
          in the instrument effecting or providing for such consolidation,
          merger, sale, conveyance, exchange, transfer or reorganization so that
          the provisions set forth herein for the protection of the conversion
          rights of the Shares shall thereafter be applicable, as nearly as may
          be practicable, in relation to any shares of stock or other securities
          or property including cash, deliverable after such consolidation,
          merger, sale, conveyance, exchange, transfer or reorganization upon
          the conversion of the Series A Preferred Stock, or such other
          securities as shall have been issued to the holders thereof in lieu
          thereof or in exchange therefor. The provisions of this subsection
          (d)(4) shall similarly apply to successive consolidations, mergers,
          sales, conveyances, exchanges, transfers and reorganizations.

               (5) For purposes of computation under subsections (d)(2) and
          (d)(3) of this Section 6, the current market price per share of Class
          A Common Stock at any date shall be deemed to be the average of the
          daily closing prices for the 20 consecutive business days immediately
          prior to the day in question, if the Class B Common Stock is
          convertible into Class A Common Stock on a one-for-one basis, and if
          the Class B Common Stock is not convertible into Class A Common Stock
          on a one-for-one basis, then the current market price per share of
          Class A Common Stock at any date shall be deemed to be such average
          multiplied by the then current conversion rate of Class B Common Stock
          into Class A Common Stock. The closing price for each day shall be the
          last reported sales price, regular way, on the principal national
          securities exchange upon which the Class A Common Stock is listed, or
          in case no such reported sales take place on such day, the average of
          the reported closing bid and asked prices, regular way, on such
          national securities exchange, or if the Class A Common Stock is not
          then listed on a national securities exchange, the average of the
          closing prices or, if applicable, closing bid and asked prices in the
          over-the-counter market as furnished by the nationally recognized
          securities firm or association selected from time to time by the
          Corporation for that purpose.

               (6) No adjustment in the Conversion Rate shall be required unless
          such adjustment would require an increase or decrease of at least 2%
          in the Conversion Rate; provided, however, that any adjustments which
          by reason of this subsection (d)(6) are not required to be made, and
          are not made, shall be carried forward and taken into account in any
          subsequent adjustment. All calculations under this subsection (d)(6)
          shall be made to the nearest cent or one-hundredth of a share, as the
          case may be.

          (e)  Receipt by a holder of Series A Preferred Stock of a notice of
redemption pursuant to Section 4 of these resolutions shall not terminate the
conversion rights set forth in this Section 6, but rather such conversion rights
shall continue until the redemption date set forth in the notice of redemption.

          (f)  No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of any shares. If more than one share shall
be surrendered for conversion at one time by the same holder, the number of full
shares issuable upon conversion thereof shall be computed on the basis of the
aggregate number of such shares so surrendered. If the conversion of any shares
results in a fraction, an amount equal to such fraction multiplied by the
current market price (determined as provided in subsection (d)(5) of this
Section 6) of the Class A Common Stock on the business day next preceding the
date of conversion shall be paid to such holder in cash by the Corporation.

          (g)  The issue of stock certificates on conversion of shares shall be
made free of any tax in respect of such issue. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in a name other than that
of the holder of the shares converted, and the Corporation shall not be required
to issue or deliver any such stock certificates unless and until the person or
persons requesting the issuance thereof shall have paid to the Corporation the
amount of any such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

          (h)  If in any case a state of facts occurs wherein in the opinion of
the Board of Directors, the other provisions of this Section 6 are not strictly
applicable, or if strictly applicable, would not fairly protect the conversion
rights of the Series A Preferred Stock in accordance with the essential intent
and principles of such provisions, then the Board of Directors shall make an
adjustment in the application of such provisions in accordance with such
essential intent and principles so as to protect such conversion rights as
aforesaid.

                                      B-6

<PAGE>

          (i)  The Corporation shall at all times reserve and keep available out
of its authorized Class B Common Stock the full number of shares of Class B
Common Stock deliverable upon the conversion of all outstanding shares of Series
A Preferred Stock and shall take all such corporate action as may be required
from time to time in order that it may validly and legally issue fully paid and
non-assessable shares of Class B Common Stock upon conversion of the Series A
Preferred Stock.

          (j)  Shares of Series A Preferred Stock converted shall not be
reissued as shares of Series A Preferred Stock but shall assume the status of
authorized but unissued shares of Preferred Stock of the Corporation.

                                      B-7

<PAGE>

                                   Appendix C

                            STATEMENT OF DESIGNATION
                                       OF
               NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     WHEREAS, pursuant to Article VI of the Articles of Incorporation of
BankUnited Financial Corporation (the "Corporation"), and Section 607.0602 of
the Florida Business Corporation Act, the Board of Directors of the Corporation
is authorized to divide the Corporation's authorized Preferred Stock into series
and, within the limitations set forth therein, fix and determine the relative
rights and preferences of the shares of any series so established; and

     WHEREAS, the Board of Directors of the Corporation desires to (i) establish
a second series of its class of Preferred Stock, designating such series
"Noncumulative Convertible Preferred Stock, Series B," (ii) allocate 2,000,000
shares of the authorized Preferred Stock to the Noncumulative Convertible
Preferred Stock, Series B, and (iii) fix and determine the relative rights and
preferences of the shares of the Noncumulative Convertible Preferred Stock,
Series B;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates the following as the relative rights of the Noncumulative Convertible
Preferred Stock, Series B:

     RESOLVED, that 2,000,000 of the 10,000,000 shares of the class of Preferred
Stock authorized by the Articles of Incorporation of the Corporation be and
hereby are determined to be and shall be of a series designated as Noncumulative
Convertible Preferred Stock, Series B (the "Series B Preferred Stock") and that
the following is a statement fixing and determining the variations in the
relative rights and preferences of the Series B Preferred Stock pursuant to
authority vested in the Board of Directors by the Articles of Incorporation of
the Corporation:

     1.   Parity. The Series B Preferred Stock is of the same class as and shall
     be on a parity with the Corporation's currently outstanding Noncumulative
     Convertible Preferred Stock, Series A, C and C-II (the "Outstanding Parity
     Stock"), except as provided elsewhere herein.

     2.   Dividends. The holders of the Series B Preferred Stock shall be
     entitled to receive, when, as, and if declared by the Board of Directors
     and out of the assets of the Corporation which are by law available for the
     payment of dividends, preferential cash dividends payable quarterly on the
     last day of February, May, August and November of each year unless such day
     is a non-business day, in which event on the next business day, at the
     fixed annual rate of $0.7375 per share and no more.

          So long as any Series B Preferred Stock remains outstanding:

          (a)  no dividend whatsoever shall be declared or paid upon or set
          apart for payment, and no distribution shall be ordered or made in
          respect of: (i) the Class B Common Stock, par value $.01 per share
          ("Class B Common Stock") or the Corporation's Series I Class A Common
          Stock, par value $.01 per share (the "Class A Common Stock") or any
          other outstanding common stock of the Corporation, or (ii) any other
          class of stock or series thereof ranking junior to the Series B
          Preferred Stock in the payment of dividends;

          (b)  no shares of the Class B Common Stock or the Class A Common Stock
          and no shares of any other class of stock or series thereof ranking
          junior to the Series B Preferred Stock in the payment of dividends
          shall be redeemed or purchased by the Corporation or any subsidiary
          thereof; and

          (c)  no moneys, funds or other assets shall be paid to or made
          available for a sinking fund for the redemption or purchase of any
          shares of: (i) the Class B Common Stock or the Class A Common Stock,
          or (ii) any other class of stock or series thereof ranking junior to
          the Series B Preferred Stock in the payment of dividends;

                                       C-1

<PAGE>

              unless, in each instance, full dividends on all outstanding shares
              of Series B Preferred Stock for the then current calendar quarter
              shall have been paid or declared and set aside for payment.

                      In addition, so long as any Series B Preferred Stock
              remains outstanding, no dividend whatsoever shall be declared or
              paid upon or set apart for payment, and no distribution shall be
              ordered or made in respect of, any share or shares of any class of
              stock or series thereof ranking on a parity with the Series B
              Preferred Stock (including the Outstanding Parity Stock) in the
              payment of dividends, unless, for the applicable calendar quarter:

              (a)     full dividends shall be paid or declared and set apart for
              payment on all shares of: (i) the Series B Preferred Stock, and
              (ii) any class of stock or series thereof ranking on a parity with
              the Series B Preferred Stock (including the Outstanding Parity
              Stock) in the payment of dividends; or

              (b)     in the event all such dividends for the applicable
              calendar quarter are not or cannot be paid or declared and set
              apart for payment in full, a pro rata portion of the full
              dividends shall be paid or declared and set apart for payment on
              all shares of: (i) the Series B Preferred Stock, and (ii) any
              class of stock or series thereof ranking on a parity with the
              Series B Preferred Stock (including the Outstanding Parity Stock)
              in the payment of dividends. Such pro rata portion shall be
              calculated based on the ratio that the total amount available for
              the payment of all required dividends on the Series B Preferred
              Stock and such parity stock for the applicable calendar quarter
              bears to the total required dividends on the Series B Preferred
              Stock and such parity stock for such calendar quarter.

     3        Preference on Liquidation. In the event of any dissolution,
     liquidation or winding up of the affairs of the Corporation, after payment
     or provision for payment of any debts and other liabilities of the
     Corporation, the holders of the Series B Preferred Stock shall be entitled
     to receive the following amounts out of the net assets of the Corporation,
     and before any distribution shall be made to the holders of any common
     stock or to the holders of any other class of stock or series thereof
     ranking junior to the Series B Preferred Stock in the distribution of
     assets:

              (a)     if such dissolution, liquidation or winding up is
              voluntary, the applicable redemption price per share determined as
              provided in Section 4 of these resolutions;

              (b)     if such dissolution, liquidation or winding up is
              involuntary, $7.375 per share;

              and no more. If upon such voluntary or involuntary dissolution,
              liquidation or winding up of the affairs of the Corporation, the
              net assets of the Corporation shall be insufficient to permit
              payment in full of the amounts required to be paid to the holders
              of the Series B Preferred Stock and to the holders of any class of
              stock or series thereof ranking on a parity with the Series B
              Preferred Stock (including the Outstanding Parity Stock) in
              respect of the distribution of assets, then a pro rata portion of
              the full amount required to be paid upon such dissolution,
              liquidation or winding up shall be paid to: (i) the holders of
              Series B Preferred Stock, and (ii) the holders of any class of
              stock or series thereof ranking on a parity with the Series B
              Preferred Stock (including the Outstanding Parity Stock) in
              respect of the distribution of assets. Such pro rata portion shall
              be calculated based on the ratio that the total amount available
              for distribution to such holders bears to the total distribution
              required to be made on the Series B Preferred Stock and such
              parity stock.

                      Nothing herein contained shall be deemed to prevent
              redemption of Series B Preferred Stock by the Corporation in the
              manner provided in Section 4 of these resolutions. Neither the
              merger nor consolidation of the Corporation into or with any other
              corporation, nor the merger or consolidation of any other
              corporation into or with the Corporation, nor a sale, transfer or
              lease of all or any part of the assets of the Corporation shall be
              deemed to be a dissolution, liquidation or winding up of the
              Corporation within the meaning of this Section 3.

                      Written notice of any voluntary or involuntary
              dissolution, liquidation or winding up of the affairs of the
              Corporation, stating a payment date and the place where the
              distribution amounts shall be payable and containing a statement
              of or reference to the conversion right set forth in Section 6 of
              these resolutions, shall be given by mail, postage prepaid, at
              least 30 days but not more than 60 days prior to the payment date
              stated therein, to the holders of record of the Series B Preferred
              Stock at their respective addresses as the same shall appear on
              the books of the Corporation.

                                       C-2

<PAGE>

     4        Redemption. the Corporation shall have the right, at its option
     and by resolution of its Board of Directors, to redeem at any time and from
     time to time the Series B Preferred Stock, in whole or in part, upon
     payment in cash in respect of each share redeemed at the then applicable
     redemption price set forth below:

<TABLE>
<S>                                                                             <C>
     If redeemed during the twelve month period ending January 31, 1995         $     7.67

     If redeemed during the twelve month period ending January 31, 1996         $  7.59625

     If redeemed during the twelve month period ending January 31, 1997         $   7.5225

     If redeemed during the twelve month period ending January 31, 1998         $  7.44875

     If redeemed after January 31, 1998                                         $    7.375
</TABLE>

              If less than all of the outstanding shares of the Series B
     Preferred Stock shall be redeemed, the particular shares to be redeemed
     shall be allocated among the respective holders of Series B Preferred
     Stock, pro rata or by lot, as the Board of Directors may determine.

              Notice of any redemption specifying the date fixed for said
     redemption and the place where the amount to be paid upon redemption is
     payable and containing a statement of or reference to the conversion right
     set forth in Section 6 of these resolutions shall be mailed, postage
     prepaid, at least 30 days but not more than 60 days prior to said
     redemption date to the holders of record of the Series B Preferred Stock to
     be redeemed at their respective addresses as the same shall appear on the
     books of the Corporation. If such notice of redemption shall have been so
     mailed, and if on or before the redemption date specified in such notice,
     all funds necessary for such redemption shall have been set aside by the
     Corporation separate and apart from its other funds, in trust for the
     account of the holders of the shares so to be redeemed, so as to be and
     continue to be available therefor, then, on and after said redemption date,
     notwithstanding that any certificate for shares of the Series B Preferred
     Stock so called for redemption shall not have been surrendered for
     cancellation, the shares represented thereby so called for redemption shall
     be deemed to be no longer outstanding and all rights with respect to such
     shares of the Series B Preferred Stock so called for redemption shall
     forthwith cease and terminate, except only the right of the holders thereof
     to receive out of the funds so set aside in trust the amount payable on
     redemption thereof, but without interest.

              Shares of Series B Preferred Stock redeemed or otherwise purchased
     or acquired by the Corporation shall not be reissued as shares of Series B
     Preferred Stock but shall assume the status of authorized but unissued
     shares of Preferred Stock of the Corporation.

     5.       Voting Rights. The holders of the Series B Preferred Stock shall
     have two and one-half votes per share on all matters requiring the vote of
     stockholders, and additionally, if the voting rights of the Class B Common
     Stock are increased, then the voting rights of the Series B Preferred Stock
     shall be increased by an amount which will maintain the two and one-half to
     one proportion between the voting rights of the Class B Common Stock and
     the Series B Preferred Stock as is hereby established.

              Additionally, if at any time the equivalent of six or more full
     quarterly dividends (whether or not consecutive) payable on the Series B
     Preferred Stock shall not be paid, the number of directors constituting the
     Board of Directors of the Corporation shall be increased by two, and the
     holders of the Series B Preferred Stock (whether or not the payment of
     quarterly dividends shall not be paid on other Preferred Stock outstanding)
     shall have the exclusive right, voting together as a class, to elect two
     directors to fill such newly created directorships. This right shall remain
     vested until dividends on the Series B Preferred Stock have been paid for
     four consecutive quarters, at which time: (i) the right shall terminate
     (subject to revesting in the case of any subsequent failure to pay of the
     kind described above); (ii) the term of the directors then in office
     elected by the holders of the Series B Preferred Stock as a class shall
     terminate; and (iii) the number of directors constituting the Board of
     Directors of the Corporation shall be reduced by two.

              Whenever such right shall vest, it may be exercised initially
     either at a special meeting of holders of the Series B Preferred Stock or
     at any annual stockholders' meeting, but thereafter it shall be exercised
     only at annual stockholders' meetings. Any director who shall have been
     elected by the holders of the Series B Preferred Stock as a class pursuant
     to this Section 5 shall hold office for a term expiring at the next annual
     meeting of stockholders, and during such term may be removed at any time,
     either for or without cause, by, and only by, the affirmative votes of the
     holders of record of a majority of the outstanding shares of the Series B
     Preferred Stock given at a special meeting of such stockholders called for
     such

                                      C-3

<PAGE>

purpose, and any vacancy created by such removal may also be filled at such
meeting. Any vacancy caused by the death or resignation of a director who shall
have been elected by the holders of the Series B Preferred Stock as a class
pursuant to this Section 5 may be filled only by the remaining director elected
by the holders of the Series B Preferred Stock then in office.

              Whenever a meeting of the holders of Series B Preferred Stock is
permitted or required to be held pursuant to this Section 5, such meeting shall
be held at the earliest practicable date and the Secretary of the Corporation
shall call such meeting, providing written notice to all holders of record of
Series B Preferred Stock, in accordance with law, upon the earlier of the
following:

              (a)     as soon as reasonably practicable following the occurrence
              of the event or events permitting or requiring such meeting
              hereunder; or

              (b)     within 20 days following receipt by said Secretary of a
              written request for such a meeting, signed by the holders of
              record of at least 20% of the shares of Series B Preferred Stock
              then outstanding.

                      If such meeting shall not be called by the proper
              corporate officer within 20 days after the receipt of such request
              by the Secretary of the Corporation, or within 25 days after the
              mailing of the same within the United States of America by
              registered mail addressed to the Secretary of the Corporation at
              its principal office, then the holders of record of at least 20%
              of the shares of Series B Preferred Stock then outstanding may
              designate one of their members to call such a meeting at the
              expense of the Corporation, and such meeting may be called by such
              person in the manner and at the place provided in this Section 5.
              Any holder of Series B Preferred Stock so designated to call such
              meeting shall have access to the stock books of the Corporation
              for the purpose of causing a meeting of such stockholders to be so
              called.

                      Notwithstanding any provision of this Section 5 to the
              contrary, no special meeting of the holders of shares of Series B
              Preferred Stock: (i) shall be held during the 90-day period next
              preceding the date fixed for the annual meeting of stockholders of
              the Corporation; or (ii) shall be required to be called or held in
              violation of any law, rule or regulation.

                      Any meeting of the holders of all outstanding Series B
              Preferred Stock entitled to vote as a class for the election of
              directors shall be held at the place at which the last annual
              meeting of stockholders was held. At such meeting, the presence in
              person or by proxy of the holders of a majority of the outstanding
              shares of the Series B Preferred Stock shall be required to
              constitute a quorum; in the absence of a quorum, a majority of the
              holders present, in person or by proxy, shall have the power to
              adjourn the meeting from time to time without notice, other than
              an announcement at the meeting, until a quorum shall be present.

6.            Convertibility. Shares of the Series B Preferred Stock
(hereinafter in this Section 6 called the "Shares") shall be convertible into
Class B Common Stock on the following terms and conditions:

              (a)     Subject to and upon compliance with the provisions of this
              Section 6, the holder of any Shares may at such holder's option
              convert any such Shares into such number of fully paid and
              non-assessable shares of Class B Common Stock as are issuable
              pursuant to the formula set forth in subsections (c) and (d) of
              this Section 6. No adjustment shall be made for dividends on any
              Class B Common Stock that shall be issuable upon the conversion of
              such Shares.

              (b)     The surrender of any Shares for conversion shall be made
              by the holder thereof to the Corporation at its principal office
              and such holder shall give written notice to the Corporation at
              said office that such holder elects to convert such Shares in
              accordance with the provisions thereof and this Section 6. Such
              notice also shall state the name or names (with addresses) in
              which the certificate or certificates for the Class B Common
              Stock, which shall be issuable on such conversion, shall be
              issued. Subject to the provisions of subsection (a) of this
              Section 6, every such notice of election to convert shall
              constitute a contract between the holder of such shares and the
              Corporation, whereby such holder shall be deemed to subscribe for
              the number of shares of Class B Common Stock which such holder
              will be entitled to receive upon such conversion and, in payment
              and satisfaction of such subscription, to surrender such Shares
              and to release the Corporation from all obligations thereon, and
              whereby the Corporation shall be deemed to agree that the
              surrender of such Shares and the extinguishment of its obligations
              thereon shall constitute full payment for the Class B Common Stock
              so subscribed for and to be issued upon such conversion.

                                      C-4

<PAGE>

     As soon as practicable, after the receipt of such notice and Shares, the
Corporation shall issue and shall deliver to the person for whose account such
Shares were so surrendered, or on such holder's written order, a certificate or
certificates for the number of full shares of Class B Common Stock issuable upon
the conversion of such Shares and a check or cash for the payment (if any) to
which such person is entitled pursuant to subsection (e) of this Section 6,
together with a certificate or certificates representing the Shares, if any,
which are not to be converted, but which constituted part of the Shares
represented by the certificate or certificates surrendered by such person. Such
conversion shall be deemed to have been effected on the date on which the
Corporation shall have received such notice and such Shares, and the person or
persons in whose name or names any certificate or certificates for Class B
Common Stock shall be issuable upon such conversion shall be deemed to have
become on said date the holder or holders of record of the shares represented
thereby.

(c)  The Conversion Rate shall be 1.495919425 shares of Class B Common Stock for
each share of Series B Preferred Stock surrendered for conversion.

(d)  The Conversion Rate shall be subject to adjustment from time to time as
follows:

     (1) If the Corporation shall (i) pay a dividend in shares of its Class B
Common Stock, (ii) subdivide the outstanding shares of Class B Common Stock into
a greater number of shares, (iii) combine its outstanding shares of the Class B
Common Stock into a smaller number of shares, or (iv) issue by reclassification
of its shares of Class B Common Stock any shares of its capital stock, then the
Conversion Rate in effect immediately prior thereto shall be adjusted so that
the holder of a Share surrendered for conversion after the record date fixing
stockholders to be affected by such event shall be entitled to receive upon
conversion the numbers of such shares of the Corporation which such holder would
have been entitled to receive after the happening of such event had such shares
been converted immediately prior to such record date. Such adjustment shall be
made whenever any of such events shall happen, and shall also be effective
retroactively as to shares converted between such record date and the date of
the happening of any such event.

     (2) If the Corporation shall issue rights or warrants to the holders of its
Class B Common Stock entitling them to subscribe for or purchase shares of Class
B Common Stock, at a price per share less than the current market price per
share of the Class A Common Stock (as defined in subsection (d)(5) of this
Section 6) at the record date mentioned below, then the number of shares of
Class B Common Stock into which each share shall thereafter be convertible shall
be determined by multiplying the number of shares of Class B Common Stock into
which such share was theretofore convertible by a fraction, the numerator of
which shall be the number of shares of the Class B Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of additional
shares of the Class B Common Stock offered for subscription or purchase, and the
denominator of which shall be the number of shares of the Class B Common Stock
outstanding on the date of issuance of such rights or warrants plus the number
of shares of the Class B Common Stock which the aggregate offering price of the
total number of shares so offered would purchase based on current market price
per share (as defined in subsection (d)(5) of this Section 6). Such adjustment
shall be made whenever such rights or warrants are issued, and shall also be
effective retroactively as to shares converted between the record date for the
determination of stockholders entitled to receive such rights or warrants and
the date such rights or warrants are issued.

     (3) If the Corporation shall distribute to the holders of the Class B
Common Stock evidence of its indebtedness or assets (excluding cash dividends or
distributions made out of current or retained earnings) or rights or warrants to
subscribe other than as referred to in subsection (d)(2) of this Section 6, then
in each such case the number of shares of the Class B Common Stock into which
each share shall thereafter be convertible shall be determined by multiplying
the number of shares of the Class B Common Stock into which such share was
theretofore convertible by a fraction, the numerator of which shall be the
current market price per share of the Class A Common Stock (as defined in
subsection (d)(5) of this Section 6) on the date of such distribution, and the
denominator of which shall be such current market price per share of the Class A
Common Stock, as the case may be, less the then fair market value (as determined
by the Board of Directors of the Corporation, whose determination shall be
conclusive) of the portion of the assets, evidence of indebtedness, subscription
rights or warrants so distributed applicable to one share of the Class B Common
Stock. Such adjustment shall be made whenever any such distribution is made, and
shall also be effective retroactively as to the shares converted between the
record date for the determination of stockholders entitled to receive such
distribution and the date such distribution is made.

                                      C-5

<PAGE>

                      (4) In the event of any consolidation of the Corporation
              with or merger of the Corporation into another corporation, or in
              the event of any sale, conveyance, exchange or transfer (for cash,
              shares of stock, securities or other consideration) of all or
              substantially all of the property or assets of the Corporation to
              another corporation, or in the case of any reorganization of the
              Corporation, the holder of each share then outstanding shall have
              the right thereafter to convert such shares into the kind and
              amount of shares of stock and other securities and property,
              including cash, which would have been deliverable to such holder
              upon such consolidation, merger, sale, conveyance, exchange,
              transfer or reorganization if such holder had converted such
              holder's shares into the Class B Common Stock immediately prior to
              such consolidation, merger, sale, conveyance, exchange, transfer
              or reorganization. In any such event, effective provision shall be
              made in the instrument effecting or providing for such
              consolidation, merger, sale, conveyance, exchange, transfer or
              reorganization so that the provisions set forth herein for the
              protection of the conversion rights of the Shares shall thereafter
              be applicable, as nearly as may be practicable, in relation to any
              shares of stock or other securities or property including cash,
              deliverable after such consolidation, merger, sale, conveyance,
              exchange, transfer or reorganization upon the conversion of the
              Series B Preferred Stock, or such other securities as shall have
              been issued to the holders thereof in lieu thereof or in exchange
              therefor. The provisions of this subsection (d)(4) shall similarly
              apply to successive consolidations, mergers, sales, conveyances,
              exchanges, transfers and reorganizations.

                      (5) For purposes of computation under subsections (d)(2)
              and (d)(3) of this Section 6, the current market price per share
              of the Class A Common Stock at any date shall be deemed to be the
              average of the daily closing prices for the 20 consecutive
              business days immediately prior to the day in question, if the
              Class B Common Stock is convertible into Class A Common Stock on a
              one-for-one basis, and if the Class B Common Stock is not
              convertible into Class A Common Stock on a one-for-one basis, then
              the current market price per share of Class A Common Stock at any
              date shall be deemed to be such average multiplied by the then
              current conversion rate of the Class B Common Stock into the Class
              A Common Stock. The closing price for each day shall be the last
              reported sales price, regular way, on the principal national
              securities exchange upon which the Class A Common Stock is listed,
              or in case no such reported sale take place on such day, the
              average of the reported closing bid and asked prices, regular way,
              on such national securities exchange, or if the Class A Common
              Stock is not then listed on a national securities exchange, the
              average of the closing prices or, if applicable, closing bid and
              asked prices in the over-the-counter market as furnished by the
              nationally recognized securities firm or association selected from
              time to time by the Corporation for that purpose.

                      (6) No adjustment in the Conversion Rate shall be required
              unless such adjustment would require an increase or decrease of at
              least 2% in the Conversion Rate; provided, however, that any
              adjustments which by reason of this subsection (d)(6) are not
              required to be made, and are not made, shall be carried forward
              and taken into account in any subsequent adjustment. All
              calculations under this subsection (d)(6) shall be made to the
              nearest cent or one-hundredth of a share, as the case may be.

              (e)     Receipt by a holder of Series B Preferred Stock of a
              notice of redemption pursuant to Section 4 of these resolutions
              shall not terminate the conversion rights set forth in this
              Section 6, but rather such conversion rights shall continue until
              the redemption date set forth in the notice of redemption.

              (f)     No fractional shares or scrip representing fractional
              shares shall be issued upon the conversion of any shares. If more
              than one share shall be surrendered for conversion at one time by
              the same holder, the number of full shares issuable upon
              conversion thereof shall be computed on the basis of the aggregate
              number of such shares so surrendered. If the conversion of any
              shares results in a fraction, an amount equal to such fraction
              multiplied by the current market price (determined as provided in
              subsection (d)(5) of this Section 6) of the Class A Common Stock
              on the business day next preceding the date of conversion shall be
              paid to such holder in cash by the Corporation.

              (g)     The issue of stock certificates on conversion of shares
              shall be made free of any tax in respect of such issue. The
              Corporation shall not, however, be required to pay any tax which
              may be payable in respect to any transfer involved in the issue
              and delivery of stock in a name other than that of the holder of
              the shares converted, and the Corporation shall not be required to
              issue or deliver any such stock certificates unless and until the
              person or persons requesting the issuance thereof shall have paid
              to the Corporation the amount of any such tax or shall have
              established to the satisfaction of the Corporation that such tax
              has been paid.

                                      C-6

<PAGE>

              (h)     If in any case a state of facts occurs wherein the opinion
              of the Board of Directors and the other provisions of this Section
              6 are not strictly applicable, or if strictly applicable, would
              not fairly protect the conversion rights of the Series B Preferred
              Stock in accordance with the essential intent and principles of
              such provisions, then the Board of Directors shall make an
              adjustment in the application of such provisions in accordance
              with such essential intent and principles so as to protect such
              conversion rights as aforesaid.

              (i)     The Corporation shall at all times reserve and keep
              available out of its authorized Class B Common Stock the full
              number of shares of the Class B Common Stock deliverable upon the
              conversion of all outstanding shares of Series B Preferred Stock
              and shall take all such corporate action as may be required from
              time to time in order that it may validly and legally issue fully
              paid and non-assessable shares of Class B Common Stock upon
              conversion of the Series B Preferred Stock.

              (j)     Shares of Series B Preferred Stock converted shall not be
              reissued as shares of Series B Preferred Stock but shall assume
              the status of authorized but unissued shares of Preferred Stock of
              the Corporation.

                                      C-7

<PAGE>

                                   Appendix D

                            STATEMENT OF DESIGNATION
                                       OF
               NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C
                                       OF
                        BANKUNITED FINANCIAL CORPORATION


     WHEREAS, pursuant to Article VI of the Articles of Incorporation of
BankUnited Financial Corporation (the "Corporation") and Section 607.0602 of the
Florida Business Corporation Act, the Board of Directors of the Corporation is
authorized to divide the Corporation's authorized Preferred Stock into series
and, within the limitations set forth therein, fix and determine the relative
rights and preferences of the shares of any series so established;

     WHEREAS, the Board of Directors desires to (i) establish a series of the
Preferred Stock, designating such series "Noncumulative Convertible Preferred
Stock, Series C," (ii) allocate 363,636 shares of the authorized Preferred Stock
to the Noncumulative Convertible Preferred Stock, Series C, and (iii) fix and
determine the relative rights and preferences of the Noncumulative Convertible
Preferred Stock, Series C;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
allocates a portion of the Preferred Stock to a series designated Noncumulative
Convertible Preferred Stock, Series C and fixes and determines the relative
rights and preferences of the Noncumulative Convertible Preferred Stock, Series
C, as set forth below:

     1.   Designation and Allocation. Of the 10,000,000 shares of Preferred
Stock authorized by the Articles of Incorporation of the Corporation, 363,636
shares are hereby determined to be and shall be of a series designated as
Noncumulative Convertible Preferred Stock, Series C ("Series C Preferred
Stock").

     2.   Parity. The Series C Preferred Stock is of the same class as and shall
be on a parity with the Corporation's currently outstanding Noncumulative
Convertible Preferred Stock, Series A, B and C-II (the "Outstanding Parity
Stock"), except as may be provided elsewhere herein.

     3.   Dividends. The holders of the Series C Preferred Stock shall be
entitled to receive, when, as, and if declared by the Board of Directors and out
of the assets of the Corporation which are by law available for the payment of
dividends, preferential cash dividends payable quarterly on the last day of
February, May, August and November of each year unless such day is a
non-business day, in which event on the next business day, at the fixed annual
rate of $0.55 per share and no more.

     So long as any Series C Preferred Stock remains outstanding:

          (a) no dividend whatsoever shall be declared or paid upon or set
apart for payment, and no distribution shall be ordered or made in respect of:
(i) the Corporation's Series I Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), or the Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), or any other outstanding common stock of the
Corporation, or (ii) any other class of stock or series thereof ranking junior
to the Series C Preferred Stock in the payment of dividends; and

          (b) no shares of the Class A Common Stock or the Class B Common
Stock and no shares of any other class of stock or series thereof ranking junior
to the Series C Preferred Stock in the payment of dividends shall be redeemed or
purchased by the Corporation or any subsidiary thereof; and

          (c) no moneys, funds or other assets shall be paid to or made
available for a sinking fund for the redemption or purchase of any shares of:
(i) the Class A Common Stock or the Class B Common Stock; or (ii) any other
class of stock or series thereof ranking junior to the Series C Preferred Stock
in the payment of dividends;

unless, in each instance, full dividends on all outstanding shares of Series C
Preferred Stock for the then current calendar quarter shall have been paid or
declared and set aside for payment.

     In addition, so long as any Series C Preferred Stock remains outstanding,
no dividend whatsoever shall be declared or paid upon or set apart for payment,
and no distribution shall be ordered or made in respect of, any share or shares
of any class of stock

                                      D-1

<PAGE>

or series thereof ranking on a parity with the Series C Preferred Stock
(including the Outstanding Parity Stock) in the payment of dividends, unless,
for the applicable calendar quarter:

          (a) full dividends shall be paid or declared and set apart for
payment on all shares of: (i) the Series C Preferred Stock; and (ii) any class
of stock or series thereof ranking on a parity with the Series C Preferred Stock
(including the Outstanding Parity Stock) in the payment of dividends; or

          (b) in the event all such dividends for the applicable calendar
quarter are not or cannot be paid or declared and set apart for payment in full,
a pro rata portion of the full dividends shall be paid or declared and set apart
for payment on all shares of: (i) the Series C Preferred Stock; and (ii) any
class of stock or series thereof ranking on a parity with the Series C Preferred
Stock (including the Outstanding Parity Stock) in the payment of dividends. Such
pro rata portion shall be calculated based on the ratio that the total amount
available for the payment of all required dividends on the Series C Preferred
Stock and such parity stock for the applicable calendar quarter bears to the
total required dividends on the Series C Preferred Stock and such parity stock
for such calendar quarter.

     4.   Preference on Liquidation. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, after payment or
provision for payment of any debts and other liabilities of the Corporation, the
holders of the Series C Preferred Stock shall be entitled to receive the
following amounts out of the net assets of the Corporation, and before any
distribution shall be made to the holders of any common stock or to the holders
of any other class of stock or series thereof ranking junior to the Series C
Preferred Stock in the distribution of assets:

          (a) if such dissolution, liquidation or winding up is voluntary,
the applicable redemption price per share determined as provided in section 5 of
these resolutions;

          (b)  if such dissolution, liquidation or winding up is involuntary,
$5.50 per share;

and no more. If upon such voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation the net assets of the Corporation
shall be insufficient to permit payment in full of the amounts required to be
paid to the holders of the Series C Preferred Stock and to the holders of any
class of stock or series thereof ranking on a parity with the Series C Preferred
Stock (including the Outstanding Parity Stock) in respect of the distribution of
assets, then a pro rata portion of the full amount required to be paid upon such
dissolution, liquidation or winding up shall be paid to: (i) the holders of
Series C Preferred Stock; and (ii) the holders of any class of stock or series
thereof ranking on a parity with the Series C Preferred Stock (including the
Outstanding Parity Stock) in respect of the distribution of assets. Such pro
rata portion shall be calculated upon the ratio that the total amount available
for distribution to such holders bears to the total distribution required to be
made on the Series C Preferred Stock and such parity stock.

     Neither the merger nor consolidation of the Corporation into or with any
other corporation, nor the merger or consolidation of any other corporation into
or with the Corporation, nor a sale, transfer or lease of all or any part of the
assets of the Corporation shall be deemed to be a dissolution, liquidation or
winding up of the Corporation within the meaning of this section 4.

     Written notice of any voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation, stating a payment date and the
place where the distribution amounts shall be payable, shall be given by mail,
postage prepaid, at least 30 days but not more than 60 days prior to the payment
date stated therein, to the holders of record of the Series C Preferred Stock at
their respective addresses as the same shall appear on the books of the
Corporation.

     5. Redemption. The Corporation shall have the right, at its option and by
resolution of its Board of Directors, to redeem at any time and from time to
time the Series C Preferred Stock in whole or in part, upon payment in cash in
respect of each share redeemed at the redemption price of $5.50.

     If less than all of the outstanding shares of the Series C Preferred Stock
shall be redeemed, the particular shares to be redeemed shall be allocated among
the respective holders of Series C Preferred Stock pro rata or by lot, as the
Board of Directors may determine.

     Notice of any redemption specifying the date fixed for said redemption and
the place where the amount to be paid upon redemption is payable and containing
a statement of, or reference to, the conversion right set forth in section 7 of
these resolutions shall be mailed, postage prepaid, at least 30 days but not
more than 60 days prior to said redemption date to the holders of record of the
Series C Preferred Stock, to be redeemed at their respective addresses as the
same shall appear on the books of the

                                      D-2

<PAGE>

Corporation. If such notice of redemption shall have been so mailed, and if on
or before the redemption date specified in such notice, all funds necessary for
such redemption shall have been set aside by the Corporation separate and apart
from its other funds, in trust for the account of the holders of the shares so
to be redeemed, so as to be and continue to be available therefor, then, on and
after said redemption date, notwithstanding that any certificate for shares of
the Series C Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the shares represented thereby so called for
redemption shall be deemed to be no longer outstanding, the right to receive
dividends thereon shall cease, and all rights with respect to such shares of the
Series C Preferred Stock so called for redemption shall forthwith cease and
terminate, except only the right of the holders thereof to receive out of the
funds so set aside in trust the amount payable on redemption thereof, but
without interest.

     Shares of Series C Preferred Stock redeemed or otherwise purchased or
acquired by the Corporation shall not be reissued as shares of Series C
Preferred Stock but shall assume the status of authorized but unissued shares of
Preferred Stock of the Corporation.

     6.   Voting Rights. Except as may be otherwise provided by applicable law,
the Series C Preferred Stock shall be non-voting.

     7.   Convertibility. Shares of the Series C Preferred Stock (hereinafter in
this section 7 called the "Shares") shall be convertible into the Corporation's
Class A Common Stock on the following terms and conditions:

          (a)  Conversion. Subject to and upon compliance with the provisions of
this section 7, the holder of any Shares may, at such holder's option, convert
any such Shares into such number of fully paid and non-assessable shares of the
Class A Common Stock as are issuable pursuant to the formula set forth in
subsections 7(b), (c) and (d) of this section 7 by surrendering any Shares for
conversion to the Corporation at its principal office and by furnishing written
notice to the Corporation at said office that such holder elects to convert in
accordance with the provisions hereof. Such notice also shall state the name or
names (with addresses) in which the certificate or certificates for Class A
Common Stock which shall be issuable on such conversion shall be issued. Every
such notice of election to convert shall constitute a contract between the
holder and the Corporation, whereby such holder shall be deemed to subscribe for
the number of shares of Class A Common Stock which such holder will be entitled
to receive upon such conversion and, in payment and satisfaction of such
subscription, to surrender such Shares and to release the Corporation from all
obligations thereon, and whereby the Corporation shall be deemed to agree that
the surrender of such Shares and the extinguishment of its obligations thereon
shall constitute full payment for the Class A Common Stock so subscribed for and
to be issued upon such conversion.

     As soon as practicable after the receipt of such notice and Shares, the
Corporation shall issue and shall deliver to the holder for whose account such
Shares were so surrendered, or on such holder's written order, a certificate or
certificates for the number of full shares of Class A Common Stock issuable upon
the conversion of such Shares and a check or cash for the payment (if any) to
which such person is entitled pursuant to subsection 7(d) hereof, together with
a certificate or certificates representing the Shares, if any, which are not to
be converted, but which constituted part of the Shares represented by the
certificate or certificates surrendered by such holder. Such conversion shall be
deemed to have been effected on the date on which the Corporation shall have
received such notice and such Shares, and the person or persons in whose name or
names any certificate or certificates for Class A Common Stock shall be issuable
upon such conversion shall be deemed to have become on said date the holder or
holders of record of the shares represented thereby.

          (b)  Basic Conversion Rate. The rate at which the holder of any Shares
may convert such Shares into Class A Common Stock (the "Conversion Rate") shall
be 1.45475 shares of Class A Common Stock for each Share which is surrendered
for conversion, subject to adjustment as provided in subsection 7(c)
hereinbelow.

          (c)  Conversion Rate Adjustment. The Conversion Rate shall be subject
to adjustment from time to time as follows:

               (1)  If the Corporation shall (i) pay a stock dividend in and on
shares of its Class A Common Stock, (ii) subdivide its outstanding shares of
Class A Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Class A Common Stock into a smaller number of shares, or
(iv) issue by reclassification of its shares of Class ACommon Stock any shares
of its capital stock, then the Conversion Rate in effect immediately prior
thereto shall be adjusted so that the holder of any Shares surrendered for
conversion after the record date fixing stockholders to be affected by such
event shall be entitled to receive upon conversion the number of such shares of
Class A Common Stock which such holder would have been entitled to receive after
the happening of such event had such Shares been converted immediately prior to
such record date. Such adjustment,

                                      D-3

<PAGE>

if applicable, shall be made whenever any of such events shall happen, and shall
also be effective retroactively as to the Shares converted between such record
date and the date of the happening of any such event.

               (2)  In the event of any consolidation of the Corporation with or
merger of the Corporation into another corporation, or in the event of any sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation to another corporation, or in the case of any reorganization of the
Corporation, the Corporation or the surviving entity shall have the right to
require that if the holder of such Shares shall thereafter convert such Shares
such conversion shall be into the kind and amount of shares of stock and other
securities and property, including cash, which would have been deliverable to
such holder upon such consolidation, merger, sale, conveyance, exchange,
transfer or reorganization if such holder had converted such holder's Shares
into Class A Common Stock immediately prior to such consolidation, merger, sale,
conveyance, exchange, transfer or reorganization. In any such event, effective
provision shall be made in the instrument effecting or providing for such
consolidation, merger, sale, conveyance, exchange, transfer or reorganization so
that the provisions set forth herein for the conversion rights of the holder of
Shares shall thereafter be applicable, as nearly as may be practicable, in
relation to any shares of stock or other securities or property, including cash,
deliverable after such consolidation, merger, sale, conveyance, exchange,
transfer or reorganization upon the conversion. The provisions of this
subsection 7(c)(2) shall similarly apply to successive consolidations, mergers,
sales, conveyances, exchanges, transfers and reorganizations.

     The Corporation shall provide written notice of any action contemplated
pursuant to this subsection 7(c)(2) at least 10 days prior to the record date of
such action, to the holders of record of the Series C Preferred Stock to their
respective addresses as the same shall appear on the books of the Corporation.
The Corporation shall also provide the holders of record of the Series C
Preferred Stock with written notice at least 10 days prior to the record date
set for the consideration of any other extraordinary business matters (provided,
however, that any routine business matters including, but not limited to, the
setting of record dates for (i) the declaration of regular dividends and (ii)
annual stockholders' meetings that do not require the filing of a preliminary
proxy statement with the Securities and Exchange Commission or its successor
shall be excluded from such notice provisions).

               (3)  No adjustment in the Conversion Rate shall be required
unless such adjustment would require an increase or decrease of at least 2% in
such Conversion Rate; provided, however, that any adjustments which by reason of
this subsection 7(c)(3) are not required to be made, and are not made, shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this subsection 7(c)(3) shall be made to the nearest cent or
one-hundredth of a share, as the case may be.

          (d)  Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any Shares. If more
than one Share shall be surrendered for conversion at one time by the same
holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate face amount of such Shares so
surrendered. If the conversion of any Shares results in a fraction, an amount
equal to such fraction multiplied by the Conversion Rate, subject to adjustment
as provided in subsection (c) hereof, shall be paid to such holder in cash by
the Corporation.

          (e)  Tax. The Corporation shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
stock in the name other than that of the holder of the Shares converted, and the
Corporation shall not be required to issue or deliver any such stock
certificates unless and until the person or persons requesting the issuance
thereof shall have paid to the Corporation the amount of any such tax or shall
have established to the satisfaction of the Corporation that such tax has been
paid.

          (f)  Reservation of Shares. The Corporation shall at all times reserve
and keep available out of its authorized Class A Common Stock the full number of
shares of Class A Common Stock deliverable upon the conversion of all
outstanding Shares and shall take all such corporate action as may be required
from time to time in order that it may validly and legally issue fully paid and
non-assessable shares of Class A Common Stock upon conversion of the Shares.

                                       D-4

<PAGE>

                                   Appendix E

                            STATEMENT OF DESIGNATION
                                       OF
             NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C-II
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     WHEREAS, pursuant to Article VI of the Articles of Incorporation of the
Corporation, the Board of Directors of the Corporation is authorized to divide
the Corporation's authorized Preferred Stock, $.01 par value (the "Preferred
Stock"), into series and, within the limitations set forth therein, fix and
determine the relative rights and preferences of the shares of any series so
established;

     WHEREAS, the Board of Directors desires to (i) establish a series of the
Preferred Stock, designating such series "Noncumulative Convertible Preferred
Stock, Series C-II," (ii) allocate 222,223 shares of the authorized Preferred
Stock to the Noncumulative Convertible Preferred Stock, Series C-II, and (iii)
fix and determine the relative rights and preferences of the Noncumulative
Convertible Preferred Stock, Series C-II;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
allocates a portion of the Preferred Stock to a series designated Noncumulative
Convertible Preferred Stock, Series C-II (the "Series C-II Preferred Stock"),
and fixes and determines the relative rights and preferences of the Series C-II
Preferred Stock, as set forth below:

     1.   Definitions

          (a)  Articles of Incorporation - the Articles of Incorporation, as
amended, of the Corporation as filed with the Florida Secretary of State.

          (b)  Board of Directors - the Board of Directors of the Corporation.

          (c)  The Corporation - BankUnited Financial Corporation.

          (d)  Common Stock - the Corporation's Series I Class A Common Stock,
$.01 par value, and Class B Common Stock, $.01 par value.

          (e)  Dividend Payment Date - the last day of each quarter during which
a dividend on the Series C-II Preferred Stock is declared by the Board of
Directors, unless such day is a non-business day, in which event such Dividend
Payment Date shall be the next business day.

          (f)  Dividend Payment Period - a Dividend Period for which a dividend
on the Series C-II Preferred Stock is declared by the Board of Directors.

          (g)  Dividend Period - a quarterly period for which a dividend is due
and payable on the Series C-II Preferred Stock when, as and if declared by the
Board of Directors, commencing on and including the first day of a quarter for
which a dividend is due and payable and ending on and including the last day of
such quarter, unless such day is a non-business day, in which event on the next
business day.

          (h)  Junior Stock - the Common Stock and such other classes and/or
series of equity securities which, as designated by the Board of Directors in
its sole discretion, rank junior to the Series C-II Preferred Stock with respect
to any one or more of the following: (i) dividend rights, (ii) rights upon
liquidation, dissolution or winding up of the Corporation, (iii) redemption
rights or (iv) any other rights specified by the Board of Directors.

          (i)  Parity Stock - any classes and/or series of equity securities
which, as designated by the Board of Directors in its sole discretion, rank on a
parity with the Series C-II Preferred Stock with respect to any one or more of
the following: (i) dividend rights, (ii) rights upon liquidation, dissolution or
winding up of the Corporation, (iii) redemption rights or (iv) any other rights
specified by the Board of Directors, whether or not the dividend rates, dividend
periods, or liquidation prices per share thereof are different from those of the
Series C-II Preferred Stock.

                                      E-1

<PAGE>

          (j)  Passed Dividend - a dividend for a Dividend Period which the
Board of Directors omits or fails to declare or determines not to declare
whether or not dividends are declared on any future Dividend Payment Periods.

          (k)  Preferred Stock - the Corporation's Preferred Stock, $.01 par
value.

          (l)  Senior Stock - any classes and/or series of equity securities of
the Corporation in which, as designated by the Board of Directors in its sole
discretion, the holders of such classes and/or series shall be entitled to any
one or more of the following: (i) dividend rights, (ii) rights upon liquidation,
dissolution or winding up of the Corporation, (iii) redemption rights or (iv)
any other rights specified by the Board of Directors, in preference or priority
to the holders of Series C-II Preferred Stock.

          (m)  Series A Preferred Stock - the Corporation's Noncumulative
Convertible Preferred Stock, Series A.

          (n)  Series B Preferred Stock - the Corporation's Noncumulative
Convertible Preferred Stock, Series B.

          (o)  Series C Preferred Stock - the Corporation's Noncumulative
Convertible Preferred Stock, Series C.

     2.   Designation and Allocation. Of the 10,000,000 shares of Preferred
Stock authorized by the Articles of Incorporation of the Corporation, 222,223
shares are hereby determined to be and shall be of a series designated as
Noncumulative Convertible Preferred Stock, Series C-II.

     3.   Rank. The Series C-II Preferred Stock shall rank, with respect to
dividend rights and rights upon liquidation, dissolution or winding up of the
Corporation, senior to the Common Stock. The Series C-II Preferred Stock shall
rank, as to dividend rights, rights upon liquidation and dissolution or winding
up of the Corporation, on a parity with the Series A, Series B and Series C
Preferred Stock.

          The Series C-II Preferred Stock shall be subject to the future
authorization and issuance of additional classes and/or series of equity
securities ranking junior to, on a parity with, or senior to the Series C-II
Preferred Stock with respect to any one or more of the following: (i) dividend
rights, (ii) rights upon liquidation, dissolution or winding up of the
Corporation, (iii) redemption rights or (iv) any other rights specified by the
Board of Directors, including, without limitation, series of Preferred Stock
that are cumulative as to dividends. The Board of Directors shall, in its sole
discretion, determine whether any such additional classes and/or series of
equity securities shall be designated as Junior Stock, Parity Stock or Senior
Stock.

     4.   Dividends

          (a)  Rate and Payments. Holders of shares of the Series C-II Preferred
Stock shall be entitled to receive, when, as, and if declared by the Board of
Directors out of the funds legally available for payment, noncumulative cash
dividends, payable quarterly, from the date of issue thereof at the annual rate
of 8.9% ($0.801 per share). Dividends on the Series C-II Preferred Stock, when
declared by the Board of Directors, shall be payable quarterly on each Dividend
Payment Date.

          The amount of dividends payable for any period other than a full
Dividend Payment Period shall be computed on the basis of a 365-day year and the
actual number of days elapsed in the period. Dividends payable for each full
Dividend Period shall be computed by dividing the annual dividend rate by four.

          Each declared dividend shall be payable to holders of record as they
appear at the close of business on the stock books of the Corporation on such
record dates, not more than 20 calendar days and not less than 10 calendar days
preceding the payment dates therefor, as are determined by the Board of
Directors.

          (b)  Noncumulative Dividends. Dividends on the shares of Series C-II
Preferred Stock shall be noncumulative, that is, if the Board of Directors omits
or fails to declare or determines, in its sole discretion, not to declare a
dividend for any Dividend Period, then the Corporation shall have no obligation
to pay such Passed Dividend and the holders of the Series C-II Preferred Stock
will have no right to, or a prior claim or preference to, the Passed Dividend,
whether or not funds are or subsequently become available for the payment of
such Passed Dividend.

          The Board of Directors may determine, in its sole discretion, that the
Corporation shall pay less than the stated amount of dividends on the Series
C-II Preferred Stock for any Dividend Period notwithstanding that funds are or
subsequently become available for the payment of such dividend. Any portion of a
dividend for a Dividend Period not declared shall be deemed a Passed Dividend
and treated as described above.

                                      E-2

<PAGE>

          (c)  Parity and Junior Stock Rights. No full dividends shall be
declared and paid, or declared and set apart for payment, on any stock ranking,
as to dividend rights, on a parity with the Series C-II Preferred Stock, unless
full dividends shall have been or contemporaneously are declared and paid, or
declared and set apart for payment, on all shares of the Series C-II Preferred
Stock.

          If at any time with respect to any Dividend Period, dividends are
declared in part and paid in part, or declared in part and set apart for payment
in part, on the Series C-II Preferred Stock, a pro rata portion shall be
declared and paid, or declared and set apart for payment, on all shares of the
Series C-II Preferred Stock together with any stock ranking, as to dividend
rights, on a parity with the Series C-II Preferred Stock. Such pro rata portion
shall be calculated based on the ratio that the total amount available for the
payment of dividends on the Series C-II Preferred Stock plus such stock ranking,
as to dividend rights, on a parity with the Series C-II Preferred Stock bears to
the total payment of full dividends on the Series C-II Preferred Stock together
with such stock ranking, as to dividend rights, on a parity with the Series C-II
Preferred Stock.

          Unless full dividends have been declared and paid, or declared and set
apart for payment, on all outstanding shares of Series C-II Preferred Stock for
the applicable Dividend Period, the Corporation shall not (i) declare any
dividends on any stock ranking, as to dividend rights, junior to the Series C-II
Preferred Stock (other than in other Junior Stock), (ii) redeem, purchase or
otherwise acquire any stock ranking, as to dividend rights, on a parity with or
junior to the Series C-II Preferred Stock, for any consideration except by
conversion into or exchange for Junior Stock or (iii) pay or make available any
monies, funds or other assets for any sinking fund for the redemption or
purchase of any stock ranking, as to dividend rights, on a parity with or junior
to the Series C-II Preferred Stock.

          Holders of the Series C-II Preferred Stock shall not be entitled to
any dividends, whether payable in cash, property or stock, in excess of the
dividends actually declared by the Board of Directors.

          Except as expressly otherwise limited herein, and to the extent
permitted by applicable law, the Board of Directors: (i) may declare and the
Corporation may pay or set apart for payment dividends on any Junior Stock or
Parity Stock, (ii) may make any payment on account of or set apart payment for a
sinking fund or other similar fund or agreement for the purchase or other
acquisition, redemption, retirement or other requirement of, or with respect to,
any Junior Stock or Parity Stock or any warrants, rights, calls or options
exercisable or exchangeable for or convertible into any Junior Stock or Parity
Stock, (iii) may make any distribution with respect to any Junior Stock or
Parity Stock or any warrants, rights, calls or options exercisable or
exchangeable for or convertible into any Junior Stock or Parity Stock, whether
directly or indirectly, and whether in cash, obligations or securities of the
Corporation or other property and (iv) may purchase or otherwise acquire, redeem
or retire any Junior Stock or Parity Stock or any warrants, rights, calls or
options exercisable or exchangeable for or convertible into any Junior Stock or
Parity Stock; and the holders of the Series C-II Preferred Stock shall not be
entitled to share or participate therein.

     5.   Preference on Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, voluntary or involuntary, after
payment or provision for payment of any debts and other liabilities of the
Corporation as required by law, the holders of the Series C-II Preferred Stock
shall be entitled to receive $9.00 per share out of the assets of the
Corporation available for distribution to stockholders, before any distribution
of assets is made to the holders of any stock ranking junior to the Series C-II
Preferred Stock in the distribution of assets. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation legally available for distribution to stockholders
shall be insufficient to permit payment in full of the amounts required to be
paid to the holders of the Series C-II Preferred Stock together with the holders
of any stock ranking on a parity with the Series C-II Preferred Stock in the
distribution of assets, then a pro rata portion of the full amount required to
be paid upon such liquidation, dissolution or winding up shall be paid to the
holders of the Series C-II Preferred Stock together with any stock ranking on a
parity with the Series C-II Preferred Stock in the distribution of assets. Such
pro rata portion shall be calculated based on the ratio that the total amount
available for distribution to such holders bears to the total distribution
required to be made on the Series C-II Preferred Stock together with any stock
ranking on a parity with the Series C-II Preferred Stock in the distribution of
assets. After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of the Series C-II Preferred Stock will not
be entitled to any further participation in any distribution of assets of the
Corporation.

          Neither the merger nor consolidation of the Corporation into or with
any other entity or entities, nor the merger or consolidation of any other
entity or entities into or with the Corporation, nor a sale, transfer, lease or
exchange (for cash, securities or other consideration) of all or any part of the
assets of the Corporation shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 5, unless such
sale, transfer, lease or exchange shall be in connection with and intended to be
a plan of complete liquidation, dissolution or winding up of the Corporation.

                                      E-3

<PAGE>

          Written notice of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, stating a payment date and the
place where the distribution amounts shall be payable, shall be given by mail,
postage prepaid, at least 30 days but not more than 60 days prior to the payment
date stated therein, to the holders of record of the Series C-II Preferred Stock
at their respective addresses as the same shall appear on the books of the
Corporation.

     6.   Optional Redemption. The Series C-II Preferred Stock is redeemable at
the option of the Corporation for cash, in whole or in part, at any time and
from time to time upon payment in cash with respect to each share redeemed at
$9.00 per share plus any dividends that have been declared but are unpaid as of
the date of redemption to the extent that the Corporation has funds legally
available therefor.

          Subject to any limitations provided herein and to the extent permitted
by law, the Corporation may, at its option, redeem the Series C-II Preferred
Stock at any time without regard to whether or not shares of any other series of
Preferred Stock are also being redeemed. If less than all of the outstanding
shares of Series C-II Preferred Stock shall be redeemed, the particular shares
to be redeemed shall be allocated among the respective holders of the Series
C-II Preferred Stock, pro rata or by lot, as the Board of Directors may
determine. The Corporation may, in its sole discretion, also determine to redeem
other series of Preferred Stock without redeeming any shares of the Series C-II
Preferred Stock.

          Notice of any redemption specifying the date fixed for said redemption
and the place where the amount to be paid upon redemption is payable shall be
mailed, postage prepaid, at least 30 days but not more than 60 days prior to
said redemption date, to the holders of record of the Series C-II Preferred
Stock to be redeemed at their respective addresses as the same shall appear on
the books of the Corporation. If such notice of redemption shall have been so
mailed, unless default shall be made by the Corporation in providing for the
payment of the redemption price, and if on or before the redemption date
specified in such notice all funds necessary for such redemption shall have been
set aside by the Corporation separate and apart from its other funds, in trust
for the account of the holders of the shares so to be redeemed, so as to be and
continue to be available therefor, then, on and after said redemption date,
notwithstanding that any certificate for shares of the Series C-II Preferred
Stock so called for redemption shall not have been surrendered for cancellation,
the shares represented thereby so called for redemption shall be deemed to be no
longer outstanding, the right to receive dividends thereon shall cease, and all
rights with respect to such shares of the Series C-II Preferred Stock so called
for redemption shall forthwith cease and terminate, except only the right of the
holders thereof to receive out of the funds so set aside in trust the amount
payable on redemption thereof, including any dividends that have been declared
but are unpaid as of the date of redemption.

          Shares of Series C-II Preferred Stock redeemed or otherwise purchased
or acquired by the Corporation shall not be reissued as shares of Series C-II
Preferred Stock, but shall assume the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to series until
such shares are once more designated as part of a particular series by the Board
of Directors.

     7.   Voting Rights. Except as required by applicable law, the holders of
the Series C-II Preferred Stock will not be entitled to vote for any purpose.

     8.   Sinking Fund. No sinking fund shall be provided for the purchase or
redemption of shares of the Series C-II Preferred Stock.

                                      E-4

<PAGE>

     9.   Convertibility. Shares of the Series C-II Preferred Stock (hereinafter
in this section 9 called the "Shares") shall be convertible into the
Corporation's Class A Common Stock on the following terms and conditions:

          (a)  Conversion. Subject to and upon compliance with the provisions of
this section 9, the holder of any Shares may at such holder's option, convert
any such Shares into such number of fully paid and non-assessable shares of the
Class A Common Stock as are issuable pursuant to the formula set forth in
subsections 9(b), (c) and (d) of this section 9 by surrendering any Shares for
conversion to the Corporation at its principal office and by furnishing written
notice to the Corporation at said office that such holder elects to convert in
accordance with the provisions hereof. Such notice also shall state the name or
names (with addresses) in which the certificate or certificates for Class A
Common Stock which shall be issuable on such conversion shall be issued. Every
such notice of election to convert shall constitute a contract between the
holder and the Corporation, whereby such holder shall be deemed to subscribe for
the number of shares of Class A Common Stock which such holder will be entitled
to receive upon such conversion and, in payment and satisfaction of such
subscription, to surrender such Shares and to release the Corporation from all
obligations thereon, and whereby the Corporation shall be deemed to agree that
the surrender of such Shares and the extinguishment of its obligations thereon
shall constitute full payment for the Class A Common Stock so subscribed for and
to be issued upon such conversion.

          As soon as practicable after the receipt of such notice and Shares,
the Corporation shall issue and shall deliver to the holder for whose account
such Shares were so surrendered, or on such holder's written order, a
certificate or certificates for the number of full shares of Class A Common
Stock issuable upon the conversion of such Shares and a check or cash for the
payment (if any) to which such person is entitled pursuant to subsection 9(d)
hereof, together with a certificate or certificates representing the Shares, if
any, which are not to be converted, but which constituted part of the Shares
represented by the certificate or certificates surrendered by such holder. Such
conversion shall be deemed to have been effected on the date on which the
Corporation shall have received such notice and such Shares, and the person or
persons in whose name or names any certificate or certificates for Class A
Common Stock shall be issuable upon such conversion shall be deemed to have
become on said date the holder or holders of record of the shares represented
thereby.

          (b)  Basic Conversion Rate. The rate at which the holder of any Shares
may convert such Shares into Class A Common Stock (the "Conversion Rate") shall
be 1.3225 shares of Class A Common Stock for each Share which is surrendered for
conversion, subject to adjustment as provided in subsection 9(c) hereinbelow.

          (c)  Conversion Rate Adjustment. The Conversion Rate shall be  subject
to adjustment from time to time as follows:

               (1)  If the Corporation shall (i) pay a stock dividend in and on
shares of its Class A Common Stock, (ii) subdivide its outstanding shares of
Class A Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Class A Common Stock into a smaller number of shares, or
(iv) issue by reclassification of its shares of Class A Common Stock any shares
of its capital stock, then the Conversion Rate in effect immediately prior
thereto shall be adjusted so that the holder of any Shares surrendered for
conversion after the record date fixing stockholders to be affected by such
event shall be entitled to receive upon conversion the number of such shares of
Class A Common Stock which such holder would have been entitled to receive after
the happening of such event had such Shares been converted immediately prior to
such record date. Such adjustment, if applicable, shall be made whenever any of
such events shall happen, and shall also be effective retroactively as to the
Shares converted between such record date and the date of the happening of any
such event.

               (2)  In the event of any consolidation of the Corporation with or
merger of the Corporation into another corporation, or in the event of any sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation to another corporation, or in the case of any reorganization of the
Corporation, the Corporation or the surviving entity shall have the right to
require that if the holder of such Shares shall thereafter convert such Shares
such conversion shall be into the kind and amount of shares of stock and other
securities and property, including cash, which would have been deliverable to
such holder upon such consolidation, merger, sale, conveyance, exchange,
transfer or reorganization if such holder had converted such holder's Shares
into Class A Common Stock immediately prior to such consolidation, merger, sale,
conveyance, exchange, transfer or reorganization. In any such event, effective
provision shall be made in the instrument effecting or providing for such
consolidation, merger, sale, conveyance, exchange, transfer or reorganization so
that the provisions set forth herein for the conversion rights of the holder of
Shares shall thereafter be applicable, as nearly as may be practicable, in
relation to any shares of stock or other securities or property, including cash,
deliverable after such consolidation, merger, sale, conveyance, exchange,
transfer or reorganization upon the conversion. The provisions of this
subsection 9(c)(2) shall similarly apply to successive consolidations, mergers,
sales, conveyances, exchanges, transfers and reorganizations.

                                       E-5

<PAGE>

          The Corporation shall provide written notice of any action
contemplated pursuant to this subsection 9(c)(2) at least 10 days prior to the
record date of such action, to the holders of record of the Series C-II
Preferred Stock to their respective addresses as the same shall appear on the
books of the Corporation. The Corporation shall also provide the holders of
record of the Series C-II Preferred Stock with written notice at least 10 days
prior to the record date set for the consideration of any other extraordinary
business matters (provided, however, that any routine business matters
including, but not limited to, the setting of record dates for (i) the
declaration of regular dividends and (ii) annual stockholders' meetings that do
not require the filing of a preliminary proxy statement with the Securities and
Exchange Commission or its successor shall be excluded from such notice
provisions).

               (3)  No adjustment in the Conversion Rate shall be required
unless such adjustment would require an increase or decrease of at least 2% in
such Conversion Rate; provided, however, that any adjustments which by reason of
this subsection 9(c)(3) are not required to be made, and are not made, shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this subsection 9(c)(3) shall be made to the nearest cent or
one-hundredth of a share, as the case may be.

          (d)  Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any Shares. If more
than one Share shall be surrendered for conversion at one time by the same
holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate face amount of such Shares so
surrendered. If the conversion of any Shares results in a fraction, an amount
equal to such fraction multiplied by the Conversion Rate, subject to adjustment
as provided in subsection (c) hereof, shall be paid to such holder in cash by
the Corporation.

          (f)  Tax. The Corporation shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
stock in the name other than that of the holder of the Shares converted, and the
Corporation shall not be required to issue or deliver any such stock
certificates unless and until the person or persons requesting the issuance
thereof shall have paid to the Corporation the amount of any such tax or shall
have established to the satisfaction of the Corporation that such tax has been
paid.

          (g)  Reservation of Shares. The Corporation shall at all times reserve
and keep available out of its authorized Class A Common Stock the full number of
shares of Class A Common Stock deliverable upon the conversion of all
outstanding Shares and shall take all such corporate action as may be required
from time to time in order that it may validly and legally issue fully paid and
non-assessable shares of Class A Common Stock upon conversion of the Shares.

     11.  No Other Rights. The shares of Series C-II Preferred Stock shall
not have any preferences, voting powers or relative, participating, optional or
other special rights except as set forth above and in the Articles of
Incorporation or as otherwise required by law.

     12.  Amendments. The Board of Directors reserves the right to amend
these resolutions in accordance with applicable law.

                                      E-6

<PAGE>

                                   Appendix F

                            STATEMENT OF DESIGNATION
                                       OF
            8% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 1993
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     BankUnited Financial Corporation (the "Corporation"), a corporation
organized and existing under the Florida Business Corporation Act, in accordance
with the provisions of Section 607.0602 thereof and Article VI the Corporation's
Articles of Incorporation, DOES HEREBY CERTIFY:

     That pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, said Board of Directors acting at
a meeting thereof adopted resolutions providing for the issuance of 1,610,000
shares of the Corporation's Preferred Stock, $.01 par value, designated "8%
Noncumulative Convertible Preferred Stock, Series 1993," which resolutions are
as follows:

          RESOLVED, that pursuant to the authority vested in the Board of
     Directors of the Corporation by the Articles of Incorporation, the Board of
     Directors does hereby provide for and authorize the issuance of 1,610,000
     shares of the Preferred Stock, $.01 par value, of the Corporation, of the
     presently authorized but unissued shares of Preferred Stock (the "Preferred
     Stock") to be designated "8% Noncumulative Convertible Preferred Stock,
     Series 1993" (the "Series 1993 Preferred Stock"). The voting powers,
     designations, preferences, and relative, participating, optional or other
     special rights of the Series 1993 Preferred Stock authorized hereunder and
     the qualifications, limitations and restrictions of such preferences and
     rights are as follows:

          1.  Dividends.

              (a) The holders of the Series 1993 Preferred Stock shall be
          entitled to receive, when, as and if declared by the Board of
          Directors out of funds of the Corporation legally available for
          payment, noncumulative cash dividends, payable quarterly in arrears,
          at the rate of $.80 per share per annum. Dividends, when declared on
          the Series 1993 Preferred Stock, shall have accrued from the date of
          issuance or thereafter, from the most recent date on which dividends
          were payable and be payable quarterly on March 31, June 30, September
          30 and December 31 of each year (each a "Dividend Payment Date"),
          commencing on September 30, 1993; provided, however, that if any such
          day is a non-business day, the Dividend Payment Date will be the next
          business day. Each declared dividend shall be payable to holders of
          record as they appear at the close of business on the stock books of
          the Corporation on such record dates, not more than 30 calendar days
          and not less than 10 calendar days preceding the Dividend Payment Date
          therefor, as determined by the Board of Directors (each of such dates
          a "Record Date"). Quarterly dividend periods (each a "Dividend
          Period") shall commence on and include the first day of January,
          April, July and October of each year and shall end on and include the
          day next preceding the next following Dividend Payment Date.

              (b) No full dividends shall be declared or paid or set apart for
          payment on any series of Preferred Stock or other capital stock of any
          series ranking, as to dividends or liquidation preference, on a parity
          ("Parity Stock") with the Series 1993 Preferred Stock during any
          calendar quarter unless full dividends on the Series 1993 Preferred
          Stock for the Dividend Period ending during such calendar quarter have
          been or contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for such payment. When
          dividends are not so paid in full (or a sum sufficient for such full
          payment is not so set apart) upon the Series 1993 Preferred Stock and
          any other Parity Stock, dividends upon the Series 1993 Preferred Stock
          and dividends on such other Parity Stock payable during such calendar
          quarter shall be declared pro rata so that the amount of such
          dividends so payable per share on the Series 1993 Preferred Stock and
          such other Parity Stock shall in all cases bear to each other the same
          ratio that full dividends for the then-current calendar quarter on the
          shares of Series 1993 Preferred Stock (which shall not include any
          accumulation in respect of unpaid dividends for prior Dividend
          Periods) and full dividends, including required or permitted
          accumulations, if any, on shares of such other Parity Stock, bear to
          each other. If full dividends on the Series 1993 Preferred Stock have
          not been declared and paid or

                                      F-1

<PAGE>

          set apart for payment for the Dividend Payment Date falling in the
          then-current Dividend Period, then, with respect to such then-current
          Dividend Period, the following restrictions shall be applicable: (i)
          no dividend or distribution, other than in shares of capital stock
          ranking junior to the Series 1993 Preferred Stock as to dividends or
          liquidation preference ("Junior Stock"), may be declared, set aside or
          paid on any shares of Junior Stock, (ii) the Corporation may not
          repurchase, redeem or otherwise acquire any shares of its Junior Stock
          (except by conversion into or exchange for Junior Stock) and (iii) the
          Corporation may not, directly or indirectly, repurchase, redeem or
          otherwise acquire (except by conversion into or exchange for Junior
          Stock) any shares of any class or series of Junior Stock or warrants,
          calls, options or other rights to acquire capital stock of the
          Corporation or other security exercisable or exchangeable into capital
          stock of the Corporation, otherwise than pursuant to pro rata offers
          to purchase or a concurrent redemption of all, or a pro rata portion,
          of the outstanding shares of Series 1993 Preferred Stock. Holders of
          the Series 1993 Preferred Stock shall not be entitled to any
          dividends, whether payable in cash, property or stock, in excess of
          declared noncumulative dividends, as herein provided, on the Series
          1993 Preferred Stock. No interest or sum of money in lieu of interest
          shall be payable in respect of any declared dividend payment or
          payments on the Series 1993 Preferred Stock which may be in arrears.
          As used herein, the phrase "set apart" in respect of the payment of
          dividends shall require deposit of any funds in a bank or trust
          company in a separate deposit account maintained for the benefit of
          the holders of the Series 1993 Preferred Stock.

          2.  Redemption.

              (a) The shares of Series 1993 Preferred Stock shall be redeemable
          by the Corporation, in whole or in part, at any time and from time to
          time from and after July 1, 1998. The shares of Series 1993 Preferred
          Stock shall be redeemable by the Corporation, in whole, or in part, at
          any time and from time to time prior to July 1, 1998 only if the
          Corporation's Series I Class A Common Stock, $.01 par value (the
          "Class A Common Stock"), shall have a closing bid price which is at
          least 140% of the Conversion Price (as defined below) for any 20
          consecutive trading days ending within five trading days of the giving
          of notice of redemption as provided for below. The Series 1993
          Preferred Stock shall be redeemable by the Corporation at a price of
          $10.00 per share until June 30, 1998 and thereafter at the following
          per share prices during the twelve month period beginning July 1:

                       Year                            Redemption Price
                       ----                            ----------------

                       1998 .........................       $10.40
                       1999 .........................        10.32
                       2000 .........................        10.24
                       2001 .........................        10.16
                       2002 .........................        10.08
                       2003 and thereafter ..........        10.00

          plus, in each case, an amount equal to all accrued but unpaid
          dividends (whether or not declared) for the then- current Dividend
          Period immediately preceding the date fixed for redemption (the
          "Redemption Date"). For purposes of this Section 2, the Conversion
          Price shall not give effect to adjustment for missed dividend payments
          pursuant to Section 3(d)(v) hereof.

              (b) The Series 1993 Preferred Stock shall be redeemable by the
          Corporation, in accordance with applicable law, in whole or in part,
          upon not less than 30 nor more than 60 calendar days' prior written
          notice by mail.

              (c) In the event that fewer than all the outstanding shares of the
          Series 1993 Preferred Stock are to be redeemed as permitted by this
          Section (2), the number of shares to be redeemed shall be determined
          by the Board of Directors and the shares to be redeemed shall be
          determined by lot or pro rata as may be determined by the Board of
          Directors or by such other method as may be approved by the Board of
          Directors that is required to conform to any rule or regulation of any
          stock exchange or automated quotation system upon which the shares of
          the Series 1993 Preferred Stock may at the time be listed.

              (d) Notice of redemption of the Series 1993 Preferred Stock,
          specifying the Redemption Date and place of redemption, shall be given
          by first class mail to each holder of record of the shares to be
          redeemed, at his or her address of record, not less than 30 nor more
          than 60 calendar days prior to the Redemption Date. In the event

                                      F-2

<PAGE>

          of a redemption prior to July 1, 1998, such notice shall be given not
          more than five business days following the expiration of the 20
          consecutive trading day period specified in Section 2(a). Each such
          notice shall also specify the redemption price applicable to the
          shares to be redeemed. If less than all the shares owned by such
          holder are then to be redeemed, the notice shall also specify the
          number of shares thereof which are to be redeemed and the fact that a
          new certificate or certificates representing any unredeemed shares
          shall be issued without cost to such holder.

               (e) Notice of redemption of shares of the Series 1993 Preferred
          Stock having been given as provided in Section 2(d), then unless the
          Corporation shall have defaulted in providing for the payment of the
          redemption price and all accrued and unpaid dividends (whether or not
          declared) for the then-current Dividend Period immediately preceding
          the Redemption Date, all rights of the holders thereof (except the
          right to receive the redemption price and all accrued and unpaid
          dividends, whether or not declared, for the then-current Dividend
          Period immediately preceding the Redemption Date) shall cease with
          respect to such shares and such shares shall not, after the Redemption
          Date, be deemed to be outstanding and shall not have the status of
          Preferred Stock. In case fewer than all the shares represented by any
          such certificate are redeemed, a new certificate shall be issued
          representing the unredeemed shares without cost to the holder thereof.

               (f) Any shares of Series 1993 Preferred Stock which shall at any
          time have been redeemed or converted shall, after such redemption or
          conversion, have the status of authorized but unissued shares of
          Preferred Stock, without designation as to series until such shares
          are once more designated as part of a particular series by the Board
          of Directors.

               (g) Shares of the Series 1993 Preferred Stock are not subject or
          entitled to the benefit of a sinking fund.

               (h) Notwithstanding the foregoing, if notice of redemption shall
          have been given pursuant to this Section 2 and any holder of the
          Series 1993 Preferred Stock shall, prior to the close of business on
          the date three business days next preceding the Redemption Date, give
          written notice to the Corporation pursuant to Section 3 hereof of the
          conversion of any or all of the shares held by the holder (accompanied
          by a certificate or certificates for such shares, duly endorsed or
          assigned to the Corporation), then the redemption shall not become
          effective as to such shares and the conversion shall become effective
          as provided in Section 3 below."

          3.   Conversion.

               (a) Subject to and upon compliance with the provisions of this
          Section 3, the holder of any shares of the Series 1993 Preferred Stock
          shall have the right, at his or her option, at any time, to convert
          the shares into a number of fully paid and nonassessable shares
          (calculated as to each conversion to the nearest 1/100th of a share)
          of the Corporation's Series I Class A Common Stock, $.01 par value
          (the "Class A Common Stock"), equal to $10.00 for each share
          surrendered for conversion divided by the Conversion Price (as defined
          in Section 3(d) below); provided, however, that if the Corporation
          shall have called the Series 1993 Preferred Stock for redemption, such
          right shall terminate on the close of business on the third business
          day preceding the Redemption Date unless the Corporation has defaulted
          in making the payment due on the Redemption Date.

               (b) (i) In order to exercise the conversion privilege, the holder
               of each share of the Series 1993 Preferred Stock to be converted
               shall surrender the certificate representing such share to the
               Corporation's transfer agent for the Series 1993 Preferred Stock
               with the Notice of Election to Convert on the back of said
               certificate duly completed and signed. Unless the shares issuable
               on conversion are to be issued in the same name as the name in
               which the shares of the Series 1993 Preferred Stock are
               registered, each share surrendered for conversion shall be
               accompanied by instruments of transfer, in form satisfactory to
               the Corporation, duly executed by the holder or his or her duly
               authorized attorney and by funds in an amount sufficient to pay
               any transfer or similar tax. The holders of shares of the Series
               1993 Preferred Stock at the close of business on a Record Date
               shall be entitled to receive any dividend declared payable on
               those shares for the corresponding Dividend Period on the
               applicable Dividend Payment Date, notwithstanding the conversion
               of the shares after the Record Date.

                                      F-3

<PAGE>

                    (ii)  As promptly as practicable after the surrender by a
               holder of the certificates for shares of the Series 1993
               Preferred Stock in accordance with Section 3, the Corporation
               shall issue and shall deliver at the office of the transfer agent
               to the holder, or on his or her written order, a certificate or
               certificates for the number of full shares of Class A Common
               Stock issuable upon the conversion of those shares in accordance
               with the provisions of this Section 2, and any fractional
               interest in respect of a share of Class A Common Stock arising
               upon the conversion shall be settled as provided in Section 3(c)
               below.

                    (iii) Each conversion shall be deemed to have been effected
               immediately prior to the close of business on the date on which
               all of the conditions specified in Section 3(b) hereof shall have
               been satisfied, and, the person or persons in whose name or names
               any certificate or certificates for shares of Class A Common
               Stock shall be issuable upon such conversion shall be deemed to
               have become the holder or holders of record of the shares of
               Class A Common Stock represented by those certificates at such
               time on such date and such conversion shall be at the Conversion
               Price in effect at such time on such date, unless the stock
               transfer books of the Corporation shall be closed on that date,
               in which event such person or persons shall be deemed to have
               become such holder or holders of record at the close of business
               on the next succeeding day on which such stock transfer books are
               open, but such conversion shall be at the Conversion Price in
               effect on the date upon which all of the conditions specified in
               Section 3(b) hereof shall have been satisfied. All shares of
               Class A Common Stock delivered upon conversion of the Series 1993
               Preferred Stock will upon delivery be duly and validly issued and
               fully paid and nonassessable, free of all liens and charges and
               not subject to any preemptive rights. Upon the surrender of
               certificates representing shares of the Series 1993 Preferred
               Stock to be converted, the shares shall no longer be deemed to be
               outstanding and all rights of a holder with respect to the shares
               surrendered for conversion shall immediately terminate except the
               right to receive the Class A Common Stock or other securities,
               cash or other assets as herein provided.

               (c)  No fractional shares or securities representing fractional
         shares of Class A Common Stock shall be issued upon conversion of the
         Series 1993 Preferred Stock. Any fractional interest in a share of
         Class A Common Stock resulting from conversion of a share of the Series
         1993 Preferred Stock shall be paid in cash (computed to the nearest
         cent) based on the Current Market Price (as defined in Section 3(d)(iv)
         below) of the Class A Common Stock on the Trading Day (as defined in
         Section 3(d)(iv) below) next preceding the day of conversion. If more
         than one share shall be surrendered for conversion at one time by the
         same holder, the number of whole shares of Class A Common Stock
         issuable upon the conversion shall be computed on the basis of the
         aggregate Liquidation Preference (as such term is defined in Section 6
         below) of the shares of the Series 1993 Preferred Stock so surrendered.

               (d)  The "Conversion Price" per share of the Series 1993
         Preferred Stock shall be $10.00, subject to adjustment from time to
         time as follows:

                    (i)   In case the Corporation shall (1) pay a dividend or
               make a distribution on its Class A Common Stock in shares of its
               Class A Common Stock, (2) subdivide its outstanding Class A
               Common Stock into a greater number of shares, or (3) combine its
               outstanding Class A Common Stock into a smaller number of shares,
               the Conversion Price in effect immediately prior to such event
               shall be proportionately adjusted so that the holder of any share
               of the Series 1993 Preferred Stock thereafter surrendered for
               conversion shall be entitled to receive the number and kind of
               shares of Class A Common Stock of the Corporation which he would
               have been entitled to receive had the share been converted
               immediately prior to the happening of such event. An adjustment
               made pursuant to this Section 3(d)(i) shall become effective
               immediately after the Record Date in the case of a dividend or
               distribution except as provided in Section 3(d)(viii) below, and
               shall become effective immediately after the effective date in
               the case of a subdivision or combination. If any dividend or
               distribution is not paid or made, the Conversion Price then in
               effect shall be appropriately readjusted.

                    (ii)  In case the Corporation shall issue rights or warrants
               to all holders of its Class A Common Stock entitling them (for a
               period expiring within 45 days after the record date mentioned
               below) to subscribe for or purchase Class A Common Stock at a
               price per share less than the Current Market Price (as defined in
               Section 3(d)(iv) below) of the Class A Common Stock at the record
               date

                                      F-4

<PAGE>

                    for the determination of stockholders entitled to receive
                    the rights or warrants, the Conversion Price in effect
                    immediately prior to the issuance of such rights or warrants
                    shall be adjusted so that it shall equal the price
                    determined by multiplying the Conversion Price in effect
                    immediately prior to the date of issuance of the rights or
                    warrants by a fraction of which the numerator shall be the
                    number of shares of Class A Common Stock outstanding on the
                    date of the issuance of the rights or warrants plus the
                    number of shares of Class A Common Stock which the aggregate
                    offering price of the total number of shares of Class A
                    Common Stock so offered for subscription or purchase would
                    purchase at the Current Market Price at that record date,
                    and of which the denominator shall be the number of shares
                    of Class A Common Stock outstanding on the date of issuance
                    of the rights or warrants plus the number of additional
                    shares of Class A Common Stock for subscription or purchase.
                    The adjustment provided for in this Section 3(d)(ii) shall
                    be made successively whenever any such rights or warrants
                    are issued, and shall become effective immediately, except
                    as provided in Section 3(d)(viii) below after such record
                    date. In determining whether any rights or warrants entitle
                    the holder of the Class A Common Stock to subscribe for or
                    purchase shares of Class A Common Stock at less than the
                    Current Market Price, and in determining the aggregate
                    offering price of the shares of Class A Common Stock so
                    offered, there shall be taken into account any consideration
                    received by the Corporation for such rights or warrants, the
                    value of such consideration, if other than cash, to be
                    determined by the Board (whose determination, if made in
                    good faith, shall be conclusive). If any or all of such
                    rights or warrants are not so issued or expire or terminate
                    without having been exercised, the Conversion Price then in
                    effect shall be appropriately readjusted.

                         (iii) In case the Corporation shall distribute to all
                    holders of its Class A Common Stock any shares of capital
                    stock of the Corporation (other than Class A Common Stock)
                    or evidences of indebtedness or assets (excluding cash
                    dividends or distributions paid from retained earnings of
                    the Corporation) or rights or warrants to subscribe for or
                    purchase any of its securities (excluding those referred to
                    in Section 3(d)(ii) above), then, in each such case, the
                    Conversion Price shall be adjusted so that it shall equal
                    the price determined by multiplying the Conversion Price in
                    effect immediately prior to the date of the distribution by
                    a fraction, the numerator of which shall be the Current
                    Market Price of the Class A Common Stock on the record date
                    mentioned below less the then fair market value (as
                    determined by the Board, whose determination, if made in
                    good faith, shall be conclusive) of that portion of the
                    capital stock or assets or evidences of indebtedness so
                    distributed, or of the rights or warrants so distributed,
                    applicable to one share of Class A Common Stock, and the
                    denominator of which shall be the Current Market Price of
                    the Class A Common Stock on the record date. Such adjustment
                    shall become effective immediately, except as provided in
                    Section 3(d)(viii) below, after the record date for the
                    determination of stockholders entitled to receive such
                    distribution. If any such distribution is not made or if any
                    or all of such rights or warrants expire or terminate
                    without having been exercised, the Conversion Price then in
                    effect shall be appropriately readjusted. Notwithstanding
                    the foregoing, in the event that the Corporation shall
                    distribute rights or warrants (other than those referred to
                    in Section 3(d)(ii) above) ("Rights") pro rata to holders of
                    Class A Common Stock, the Corporation may, in lieu of making
                    any adjustment pursuant to this Section 3(d)(iii), make
                    proper provision so that each holder of the Series 1993
                    Preferred Stock who converts such Series 1993 Preferred
                    Stock (or any portion thereof) after the record date for
                    such distribution and prior to the expiration or redemption
                    of the Rights shall be entitled to receive upon such
                    conversion, in addition to the shares of Class A Common
                    Stock issuable upon such conversion (the "Conversion
                    Shares"), a number of Rights to be determined as follows:
                    (1) if such conversion occurs on or prior to the date for
                    the distribution to the holders of Rights of separate
                    certificates evidencing such Rights (the "Distribution
                    Date"), the same number of Rights to which a holder of a
                    number of shares of Class A Common Stock equal to the number
                    of Conversion Shares is entitled at the time of such
                    conversion in accordance with the terms and provisions of
                    and applicable to the Rights; and (2) if such conversion
                    occurs after the Distribution Date, the same number of
                    shares of Class A Common Stock into which the number of
                    shares of this Series 1993 Preferred Stock so converted was
                    convertible immediately prior to the Distribution Date would
                    have been entitled on the Distribution Date in accordance
                    with the terms and provisions of and applicable to the
                    Rights.

                         (iv)  For the purpose of any computation under this
                    Section 3, the "Current Market Price" of the Class A Common
                    Stock at any date shall be the average of the last reported
                    sale prices per share

                                      F-5

<PAGE>

                    for the ten consecutive Trading Days (as defined below)
                    preceding the date of such computation. The last reported
                    sale price for each day shall be (1) the last reported sale
                    price of the Class A Common Stock on the Nasdaq National
                    Market, or any similar system of automated dissemination of
                    quotations of securities prices then in common use, if so
                    quoted, or (2) if not quoted as described in clause (1), the
                    mean between the high bid and low asked quotations for the
                    Class A Common Stock as reported by the National Quotation
                    Bureau Incorporated if at least two securities dealers have
                    inserted both bid and asked quotations for the Class A
                    Common Stock on at least five of the ten preceding days, or
                    (3) if the Class A Common Stock is listed or admitted for
                    trading on any national securities exchange, the last sale
                    price, or the closing bid price if no sale occurred, of the
                    Class A Common Stock on the principal securities exchange on
                    which the Class A Common Stock is listed. If the Class A
                    Common Stock is quoted on a national securities or central
                    market system, in lieu of a market or quotation system
                    described above, the last reported sale price shall be
                    determined in the manner set forth in clause (2) of the
                    preceding sentence if bid and asked quotations are reported
                    but actual transactions are not, and in the manner set forth
                    in clause (3) of the preceding sentence if actual
                    transactions are reported. If none of the conditions set
                    forth above is met, he last reported sale price of the Class
                    A Common Stock on any day or the average of such last
                    reported sale prices for any period shall be the fair market
                    value of such class of stock as determined by a member firm
                    of the New York Stock Exchange, Inc. selected by the
                    Corporation. As used herein, the term "Trading Days" means
                    (1) if the Class A Common Stock is quoted on the Nasdaq
                    National Market or any similar system of automated
                    dissemination of quotations of securities prices, days on
                    which trades may be made on such system, or (2) if not
                    quoted as described in clause (1), days on which quotations
                    are reported by the National Quotation Bureau Incorporated,
                    or (3) if the Class A Common Stock is listed or admitted for
                    trading on any national securities exchange, days on which
                    such national securities exchange is open for business.

                         (v)   In the event that the Corporation shall fail to
                    declare and pay a dividend on the Series 1993 Preferred
                    Stock for more than three Dividend Periods (a "Dividend
                    Default") in any five-year period, then the Conversion Price
                    shall be reduced by an amount equal to 75% of the first
                    three missed dividend payments and 100% of any dividend
                    which is not declared and paid for any subsequent Dividend
                    Period. Notwithstanding the foregoing, if at any time
                    subsequent to an adjustment in the Conversion Price pursuant
                    to this Section 3(d)(v), the Corporation declares and pays
                    dividends on the Series 1993 Preferred Stock for each
                    Dividend Period in the five-year period commencing on the
                    date of the adjustment, then no further adjustment in the
                    Conversion Price pursuant to this Section 3(d)(v) shall be
                    made until a new Dividend Default shall have occurred.

                         (vi)  No adjustment in the Conversion Price shall be
                    required unless such adjustment would require a change of at
                    least one percent in the Conversion Price; provided,
                    however, that any adjustments which by reason of this
                    Section 3(d)(vi) are not required to be made shall be
                    carried forward and taken into account in any subsequent
                    adjustment; and provided, further, that adjustment shall be
                    required and made in accordance with the provisions of this
                    Section 3(d) (other than this Section 3(d)(vi)) not later
                    than three years of the date of the event requiring the
                    adjustment. All calculations under this Section 3(d) shall
                    be made to the nearest cent or the nearest one hundredth of
                    a share, as the case may be. Notwithstanding anything in
                    this Section 3(d) to the contrary, the Corporation shall be
                    entitled to make such reductions in the Conversion Price, in
                    addition to those required by this Section 3(d), as it, in
                    its discretion, shall determine to be advisable in order
                    that any stock dividend, subdivision or combination of
                    shares, distribution of capital stock or rights or warrants
                    to purchase stock or securities, or distribution of evidence
                    of indebtedness or assets (other than cash dividends or
                    distributions paid from retained earnings) hereinafter made
                    by the Corporation to its stockholders shall be a tax free
                    distribution for federal income tax purposes.

                         (vii) Whenever the Conversion Price is adjusted, as
                    herein provided, the Corporation shall promptly file with
                    its transfer agent an officers' certificate setting forth
                    the Conversion Price after the adjustment and setting forth
                    a brief statement of the facts requiring the adjustment,
                    which certificate shall be conclusive evidence of the
                    correctness of the adjustment. Promptly after delivery of
                    the certificate, the Corporation shall prepare a notice of
                    the adjustment of the Conversion Price setting forth the
                    adjusted Conversion Price and the date on which the
                    adjustment becomes effective

                                      F-6

<PAGE>

                    and shall mail the notice of such adjustment of the
                    Conversion Price to the holders of the Series 1993 Preferred
                    Stock at their addresses as shown on the stock books of the
                    Corporation.

                        (viii) In any case in which this Section 3(d) provides
                    that an adjustment shall become effective immediately after
                    a record date for an event, the Corporation may defer until
                    the occurrence of the event (1) issuing to the holder of any
                    share of the Series 1993 Preferred Stock converted after the
                    record date and before the occurrence of the event, the
                    additional shares of Class A Common Stock issuable upon the
                    conversion by reason of the adjustment required by the event
                    over and above the Class A Common Stock issuable upon such
                    conversion before giving effect to the adjustment and (2)
                    paying to the holder any amount in cash in lieu of any
                    fractional share pursuant to Section 3(c) above.

                    (e) If:

                        (i)    the Corporation shall authorize the granting to
                    the holders of the Class A Common Stock or rights or
                    warrants to subscribe for or purchase any shares of any
                    class or any other rights or warrants; or

                        (ii)   there shall be any reclassification of the Class
                    A Common Stock (other than a subdivision or combination of
                    the outstanding Class A Common Stock and other than a change
                    in the par value, or from par value to no par value, or from
                    no par value to par value), or any consolidation, merger, or
                    statutory share exchange to which the Corporation is a
                    party, and for which approval of any stockholders of the
                    Corporation is required, or any sale or transfer of all or
                    substantially all the assets of the Corporation; or

                        (iii)  there shall be a voluntary or an involuntary
                    dissolution, liquidation or winding up of the Corporation;

                    then the Corporation shall cause to be filed with the
                    transfer agent, and shall cause to be mailed to the holders
                    of shares of the Series 1993 Preferred Stock at their
                    addresses as shown on the stock books of the Corporation, at
                    least 15 days prior to the applicable date hereinafter
                    specified, a notice stating (1) the date on which a record
                    is to be taken for the purpose of the dividend, distribution
                    or rights or warrants, or, if a record is not to be taken,
                    the date as of which the holders of Class A Common Stock of
                    record to be entitled to the dividend, distribution or
                    rights or warrants are to be determined or (2) the date on
                    which the reclassification, consolidation, merger, statutory
                    share exchange, sale, transfer, dissolution, liquidation or
                    winding up is expected to become effective, and the date as
                    of which it is expected that holders of Class A Common Stock
                    of record shall be entitled to exchange their shares of
                    Class A Common Stock for securities or other property
                    deliverable upon the reclassification, consolidation,
                    merger, statutory share exchange, sale, transfer,
                    dissolution, liquidation or winding up. Failure to give any
                    such notice or any defect in the notice shall not affect the
                    legality or validity of the proceedings described in this
                    Section 3(e).

                    (f) (i)    The Corporation covenants that it will at all
                    times reserve and keep available, free from preemptive
                    rights, out of the aggregate of its authorized but unissued
                    shares of Class A Common Stock or its issued shares of Class
                    A Common Stock held by its treasury, or both, for the
                    purpose of effective conversions of the Series 1993
                    Preferred Stock the full number of shares of Class A Common
                    Stock deliverable upon the conversion of all outstanding
                    shares of the Series 1993 Preferred Stock not theretofore
                    converted. For purposes of this Section 3(f), the number of
                    shares of Class A Common Stock which shall be deliverable
                    upon the conversion of all outstanding shares of the Series
                    1993 Preferred Stock shall be computed as if at the time of
                    computation all the outstanding shares were held by a single
                    holder.

                        (ii)   Before taking any action which would cause an
                    adjustment reducing the Conversion Price below the then par
                    value (if any) of the shares of Class A Common Stock
                    deliverable upon conversion of the Series 1993 Preferred
                    Stock, the Corporation will take any corporate action which
                    may, in the opinion of its counsel, be necessary in order
                    that the Corporation may validly and legally issue fully
                    paid and nonassessable shares of Class A Common Stock at the
                    adjusted Conversion Price.

                                      F-7

<PAGE>

                 (iii) The Corporation will endeavor to list the shares of Class
             A Common Stock or other securities required to be delivered upon
             conversion of the Series 1993 Preferred Stock, prior to the
             delivery, upon each national securities exchange or the Nasdaq
             National Market, if any, upon which the outstanding Class A Common
             Stock or other securities are listed at the time of delivery.

                 (iv)  Prior to the delivery of any Class A Common Stock or
             other securities which the Corporation shall be obligated to
             deliver upon conversion of the Series 1993 Preferred Stock, the
             Corporation will endeavor, in good faith and as expeditiously as
             possible, to take all reasonable measures to comply with all
             federal and state laws and regulations thereunder requiring the
             registration of those securities with, or any approval of or
             consent to the delivery thereof by, any governmental authority.

             (g) The Corporation will pay any and all documentary stamp or
         similar issue or transfer taxes payable in respect of the issue or
         delivery of shares of Class A Common Stock or other securities on
         conversion of the Series 1993 Preferred Stock pursuant hereto;
         provided, however, that the Corporation shall not be required to pay
         any tax which may be payable in respect of any transfer involved in the
         issue or delivery of shares of Class A Common Stock or other securities
         in a name other than that of the holder of the Series 1993 Preferred
         Stock to be converted and no such issue or delivery shall be made
         unless and until the person requesting the issue or delivery has paid
         to the Corporation the amount of any such tax or has established, to
         the satisfaction of the Corporation, that the tax has been paid.

             (h) In case of any reclassification or similar change of
         outstanding shares of Class A Common Stock (other than change in par
         value, or as a result of subdivision or combination), or in case of any
         consolidation of the Corporation with, or merger of the Corporation
         with or into, any other entity that results in a reclassification,
         change, conversion, exchange or cancellation of outstanding shares of
         Class A Common Stock or any sale or transfer of all or substantially
         all of the assets of the Corporation, each holder of shares of the
         Series 1993 Preferred Stock then outstanding shall have the right
         thereafter to convert the shares of the Series 1993 Preferred Stock
         held by the holder into the kind and amount of securities, cash and
         other property which the holder would have been entitled to receive
         upon such reclassification, change, consolidation, merger, sale or
         transfer if the holder had held the Class A Common Stock issuable upon
         the conversion of the shares of the Series 1993 Preferred Stock
         immediately prior to the reclassification, change, consolidation,
         merger, sale or transfer.

         4.  Preemptive Rights. Shares of the Series 1993 Preferred Stock are
     not entitled to any preemptive rights to acquire any unissued shares of any
     capital stock of the Corporation, now or hereafter authorized, or any other
     securities of the Corporation, whether or not convertible into shares of
     capital stock of the Corporation or carrying a right to subscribe to or
     acquire any such shares of capital stock.

         5.  Voting. Except as required by law, the shares of the Series 1993
     Preferred Stock shall not have any voting powers, either general or
     special, except as follows:

             (a) So long as any shares of the Series 1993 Preferred Stock are
         outstanding, if the Corporation shall have failed to declare and pay
         dividends on all outstanding shares of the Series 1993 Preferred Stock
         for six Dividend Periods, whether or not consecutive, the number of
         directors of the Corporation shall automatically be increased by two
         and the holders of the Series 1993 Preferred Stock shall have the
         right, voting together as a class and separately from all other classes
         and series, to elect such two additional directors. The right of the
         holders of the Series 1993 Preferred Stock to elect such members of the
         Board of Directors as aforesaid shall continue until dividends have
         been declared and paid on the Series 1993 Preferred Stock for four
         consecutive Dividend Periods. If at any time thereafter should the
         Corporation fail to declare and pay dividends on all outstanding shares
         of the Series 1993 Preferred Stock for four Dividend Periods, whether
         or not consecutive, the voting right described in this Section 5(a)
         shall vest until dividends shall have been declared and paid on the
         Series 1993 Preferred Stock for four consecutive Dividend Periods.
         Whenever the voting right described in this Section 5(a) shall have
         vested in the holders of the Series 1993 Preferred Stock, the right may
         be exercised initially either at a special meeting of the holders of
         the Series 1993 Preferred Stock, called as hereinafter provided, or at
         any annual meeting of stockholders held for the purpose of electing
         directors and thereafter at each successive annual meeting.

                                      F-8

<PAGE>

                      (b) At any time when the voting right of the Series 1993
       Preferred Stock provided in Section 5(a) above shall have become
       operative and shall not have been exercised, or for the purpose of the
       removal of a director as set forth in Section 5(d) below, a proper
       officer of the Corporation shall, upon the written request of the holders
       of record of at least 10% of the shares of the Series 1993 Preferred
       Stock then outstanding addressed to the Secretary of the Corporation,
       call a special meeting of the holders of the Series 1993 Preferred Stock
       for the purpose of electing the additional directors to be elected by the
       holders of the Series 1993 Preferred Stock or removing any such director,
       as the case may be. Such meeting shall be held at the earliest
       practicable date upon the notice (and at the place) required for annual
       meetings of stockholders. Such notice shall comply with the requirements
       of all applicable laws and shall set forth the purposes of such meeting.
       If such meeting shall not be called by the proper officer of the
       Corporation within 20 days after the personal service of such written
       request upon the Secretary of the Corporation, or within 20 days after
       mailing the same within the United States by registered or certified mail
       enclosed in a postage-paid envelope addressed to the Secretary of the
       Corporation at its principal office, then the holders of record of at
       least 10% of the shares of the Series 1993 Preferred Stock then
       outstanding may designate in writing one of their number to call such
       meeting at the expense of the Corporation, and such meeting may be called
       by the person so designated upon the notice (and at the place) required
       for annual meetings of stockholders.

                      (c) Unless otherwise required by law, directors elected by
       the holders of the Series 1993 Preferred Stock shall not become members
       of any of the three classes of directors otherwise required by the
       Articles of Incorporation and Bylaws of the Corporation with respect to
       the remaining directors elected by other classes or series of stock
       entitled to vote therefor, but shall, subject to Section 5(e) below,
       serve until the next annual meeting or until their respective successors
       shall be elected and shall qualify. All rights of the holders of the
       Series 1993 Preferred Stock to elect such directors shall continue in
       effect until the Corporation has declared and paid dividends for four
       consecutive Dividend Periods as provided in Section 5(b) above. At such
       time as such condition has been met, the voting rights of the holders of
       the Series 1993 Preferred Stock shall, without further action, terminate,
       subject to revesting in the event of each and every subsequent failure of
       the Corporation to declare and pay such dividends for the requisite
       number of Dividend Periods described above.

                      (d) The term of office of all directors elected by the
       holders of the Series 1993 Preferred Stock in office at any time when the
       aforesaid voting right is vested in such holders shall terminate upon the
       election of their successors at any meeting of stockholders held for the
       purpose of selecting directors, provided, however, without further
       action, and unless required by law, any director that shall have been
       elected by holders of the Series 1993 Preferred Stock as provided herein
       may be removed at any time, either with or without cause, by affirmative
       vote of the holders of record of a majority of outstanding shares of the
       Series 1993 Preferred Stock, voting separately as one class, at a duly
       held meeting of the holders of the Series 1993 Preferred Stock called
       pursuant to the provisions set forth in Section 5(b).

                      (e) Upon the later of any termination of the aforesaid
       voting right in accordance with the foregoing provisions or the
       expiration of the minimum term of office required by law, the term of
       office of all directors elected by the holders of the Series 1993
       Preferred Stock pursuant thereto then in office shall, without further
       action, thereupon terminate unless otherwise required by law. Upon such
       termination, the number of directors constituting the Board of Directors
       of the Corporation shall, without further action, be reduced by two,
       subject always to the increase of the number of directors pursuant to the
       provisions of this Section 5(e) in the case of the future right of such
       holders of the Series 1993 Preferred Stock to elect directors as provided
       herein.

                      (f) Unless otherwise required by law, in case of any
       vacancy occurring among the directors so elected, the remaining director
       may appoint a successor to hold office for the unexpired term of the
       director whose place shall be vacant, and if all directors so elected
       shall cease to serve as directors before their term shall expire, the
       holders of the Series 1993 Preferred Stock then outstanding may, at a
       meeting of such holders duly held, elect successors to hold office for
       the unexpired terms of the directors whose places shall be vacant.

                      (g) The directors elected by the holders of the Series
       1993 Preferred Stock in accordance with the provisions of this Section 5
       shall be entitled to one vote per director on any matter, and otherwise
       to same rights and privileges as all other directors of the Corporation.

                      (h) So long as any shares of the Series 1993 Preferred
       Stock are outstanding, the Articles of Incorporation and Bylaws of the
       Corporation shall contain provisions ensuring that the number of
       directors of the

                                      F-9

<PAGE>

       Corporation shall at all times be such that the exercise by the holder of
       shares of the Series 1993 Preferred Stock of the right to elect directors
       under the circumstances provided in this Section 5 will not contravene
       any provisions of the Corporation's Articles of Incorporation or Bylaws.

                      (i) Unless the vote or consent of the holders of a greater
       number of shares is required by law, the consent of the holders of at
       least a majority of all of the shares of the Series 1993 Preferred Stock
       at the time outstanding given in person or by proxy, either in writing or
       by a vote at a meeting called for that purpose, on which matter the
       holders of shares of the Series 1993 Preferred Stock shall vote together
       as a separate class, shall be necessary to authorize, effect or validate
       any amendment, alteration or repeal of any of the provisions of the
       Articles of Incorporation of the Corporation or of any certificate,
       amendatory or supplemental thereto, which amendment, alteration or repeal
       would, if effected, adversely affect the powers, preferences, rights or
       privileges of the Series 1993 Preferred Stock.

                      (j) Unless the vote or consent of the holders of a greater
       number of shares is required by law, the consent of the holders of at
       least 66-2/3% of all of the shares of the Series 1993 Preferred Stock at
       the time outstanding given in person or by proxy, either in writing or by
       a vote at a meeting called for that purpose, on which matter the holders
       of shares of the Series 1993 Preferred Stock shall vote together as a
       separate class, shall be necessary to create, authorize, issue or
       increase the authorized or issued amount of any class or series of any
       equity securities of the Corporation, or any warrants, options or other
       rights convertible or exchangeable into any class or series of any equity
       securities of the Corporation, ranking senior to the Series 1993
       Preferred Stock either as to payment of dividends or rights upon
       liquidation.

                      (k) Notwithstanding anything to the contrary set forth
       herein, the creation or issuance of Parity Stock or Junior Stock with
       respect to the payment of dividends or rights upon liquidation, a merger,
       consolidation, reorganization or other business combination in which the
       Corporation is not the surviving entity, or an amendment that increases
       the number of authorized shares of Preferred Stock or increases the
       number of authorized shares of a series of Preferred Stock constituting
       Junior Stock or Parity Stock shall not be considered to be an adverse
       change to the terms of the Series 1993 Preferred Stock and shall not
       require a vote or the consent of the holders of the Series 1993 Preferred
       Stock.

              6.      Liquidation Rights.

                      (a) Upon the voluntary or involuntary liquidation,
       dissolution or winding up of the Corporation, the holders of the shares
       of the Series 1993 Preferred Stock shall be entitled to receive out of
       the assets of the Corporation available for distribution to stockholders
       under applicable law, before any payment or distribution of assets shall
       be made on the Class A Common Stock or on any other class or series of
       capital stock of the Corporation ranking junior to the Series 1993
       Preferred Stock upon liquidation, the amount of $10.00 per share, in the
       event of an involuntary liquidation and the applicable redemption price
       as set forth in Section 2 hereof, in the event of a voluntary liquidation
       (the "Liquidation Preference"), plus a sum equal to all dividends accrued
       on such shares (whether or not declared) for and unpaid for the then
       current Dividend Period. The sale, conveyance, exchange or transfer (for
       cash, shares of stock, securities or other consideration) of all or
       substantially all the property and assets of the Corporation shall not be
       deemed a dissolution, liquidation or winding up of the Corporation for
       the purposes of this Section 6, nor shall the merger or consolidation of
       the Corporation into or with any other corporation or association or the
       merger or consolidation of any other corporation or association into or
       with the Corporation, be deemed to be a dissolution, liquidation or
       winding up of the Corporation for the purposes of this Section 6.

                      (b) After the payment in cash (in New York Clearing House
       funds or its equivalent) to the holders of the shares of the Series 1993
       Preferred Stock of the full preferential amounts for the shares of the
       Series 1993 Preferred Stock, as set forth in Section 6(a) above, the
       holders of the Series 1993 Preferred Stock as such shall have no further
       right or claim to any of the remaining assets of the Corporation.

                      (c) In the event the assets of the Corporation available
       for distribution to the holders of shares of the Series 1993 Preferred
       Stock upon any voluntary or involuntary liquidation, dissolution or
       winding up of the Corporation shall be insufficient to pay in full all
       amounts to which such holders are entitled pursuant to Section 6(a)
       above, no distribution shall be made on account of any shares of any
       other series of Preferred Stock or any other class of capital stock of
       the Corporation ranking on a parity with the shares of the Series 1993
       Preferred Stock upon

                                      F-10

<PAGE>

       such liquidation, dissolution or winding up unless proportionate amounts
       shall be paid on account of the shares of the Series 1993 Preferred
       Stock, ratably, in proportion to the full amounts to which holders of all
       such shares which are on a parity with the shares of the Series 1993
       Preferred Stock are respectively entitled upon such dissolution,
       liquidation or winding up.

              7. Rank. The Series 1993 Preferred Stock shall rank senior as to
       payment of dividends and rights upon liquidation to all classes and
       series of capital stock of the Corporation outstanding as of May 24,
       1993. Unless the Corporation shall have obtained the consent of the
       holders as provided in Section 6 above, the Corporation shall not issue
       any other series of Preferred Stock ranking senior to the Series 1993
       Preferred Stock as to the payment of dividends or rights upon liquidation
       or any other series of any equity securities ranking senior to the Series
       1993 Preferred Stock as to the payment of dividends or rights upon
       liquidation. The Corporation may issue shares of Preferred Stock or other
       capital stock ranking junior to or on a parity with the Series 1993
       Preferred Stock as to the payment of dividends or rights upon
       liquidation. For purposes of this statement of designation, any capital
       stock of any series or class of the Corporation shall be deemed to rank:

                 (a)   senior to the shares of the Series 1993 Preferred
       Stock, as to dividends or upon liquidation, if the holders of such series
       or class shall be entitled to the receipt of dividends or of amounts
       distributable upon dissolution, liquidation or winding up of the
       Corporation, as the case may be, in preference or priority to the holders
       of the shares of the Series 1993 Preferred Stock;

                 (b) on a parity with shares of the Series 1993 Preferred Stock,
       as to dividends or upon liquidation, whether or not the dividend rates,
       dividend payment dates or redemption or liquidation prices per share or
       sinking fund provisions, if any, be different from those of the Series
       1993 Preferred Stock, if the holders of such stock shall be entitled to
       the receipt of dividends or of amounts distributable upon dissolution,
       liquidation or winding up of the Corporation, as the case may be, in
       proportion to their respective dividend rates or liquidation prices,
       without preference or priority, one over the other, as between the
       holders of such stock and the holders of shares of the Series 1993
       Preferred Stock; and

                 (c) junior to shares of the Series 1993 Preferred Stock, as to
       dividends or upon liquidation, if such stock shall be Class A Common
       Stock or if the holders of shares of the Series 1993 Preferred Stock
       shall be entitled to receipt of dividends or of amounts distributable
       upon dissolution, liquidation or winding up of the Corporation, as the
       case may be, in preference or priority to the holders of shares of such
       series or class.

       8.        Reports and Notices. So long as any shares of the Series 1993
Preferred Stock shall be outstanding, the Corporation shall provide to the
holder or holders of such shares copies of all annual, quarterly and other
reports of the Corporation and copies of all stockholder notices of the
Corporation when and as furnished to the holders of the Class A Common Stock.

                                      F-11

<PAGE>

                                   Appendix G

                            STATEMENT OF DESIGNATION
                                       OF
                   9% NONCUMULATIVE PERPETUAL Preferred Stock
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     BankUnited Financial Corporation (the "Corporation"), a corporation
organized and existing under the Florida Business Corporation Act, in accordance
with the provisions of Section 607.0602 thereof and Article VI of the
Corporation's Articles of Incorporation, DOES HEREBY CERTIFY:

     That, pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, said Board of Directors acting at
a meeting thereof adopted resolutions providing for the issuance of 2,300,000
shares of the Corporation's Preferred Stock, $.01 par value, designated "9%
Noncumulative Perpetual Preferred Stock," which resolutions are as follows:

              RESOLVED, that pursuant to the authority vested in the Board of
     Directors of the Corporation by the Articles of Incorporation, the Board of
     Directors does hereby provide for and authorize the issuance of 2,300,000
     shares of the Preferred Stock, $.01 par value, of the Corporation, of the
     presently authorized but unissued shares of Preferred Stock (the "Preferred
     Stock") to be designated "9% Noncumulative Perpetual Preferred Stock" (the
     "Perpetual Preferred Stock"). The voting powers, designations, preferences,
     and relative, participating, optional or other special rights of the
     Perpetual Preferred Stock authorized hereunder and the qualifications,
     limitations and restrictions of such preferences and rights are as follows:

              1.      Dividends.

                      (a) The holders of the Perpetual Preferred Stock shall be
              entitled to receive, when, as and if declared by the Board of
              Directors out of funds of the Corporation legally available for
              payment, noncumulative cash dividends, payable quarterly in
              arrears, at the rate of $.90 per share per annum. Dividends, when
              declared on the Perpetual Preferred Stock, shall have accrued from
              the date of issuance or thereafter, from the most recent date on
              which dividends were payable and shall be payable quarterly on
              March 31, June 30, September 30 and December 31 of each year (each
              a "Dividend Payment Date"), commencing on March 31, 1994;
              provided, however, that if any such day is a non-business day, the
              Dividend Payment Date will be the next business day. Each declared
              dividend shall be payable to holders of record as they appear at
              the close of business on the stock books of the Corporation on
              such record dates, not more than 30 calendar days and not less
              than 10 calendar days preceding the Dividend Payment Date
              therefor, as determined by the Board of Directors (each of such
              dates a "Record Date"). Quarterly dividend periods (each a
              "Dividend Period") shall commence on and include the first day of
              January, April, July and October of each year and shall end on and
              include the day next preceding the next following Dividend Payment
              Date.

                      (b) No full dividends shall be declared or paid or set
              apart for payment on any series of Preferred Stock or other
              capital stock of any series ranking, as to dividends or
              liquidation preference, on a parity ("Parity Stock") with the
              Perpetual Preferred Stock during any calendar quarter unless full
              dividends on the Perpetual Preferred Stock for the Dividend Period
              ending during such calendar quarter have been or contemporaneously
              are declared and paid or declared and a sum sufficient for the
              payment thereof is set apart for such payment. When dividends are
              not so paid in full (or a sum sufficient for such full payment is
              not so set apart) upon the Perpetual Preferred Stock and any other
              Parity Stock, dividends upon the Perpetual Preferred Stock and
              dividends on such other Parity Stock payable during such calendar
              quarter shall be declared pro rata so that the amount of such
              dividends so payable per share on the Perpetual Preferred Stock
              and such other Parity Stock shall in all cases bear to each other
              the same ratio that full dividends for the then-current calendar
              quarter on the shares of Perpetual Preferred Stock (which shall
              not include any accumulation in respect of unpaid dividends for
              prior Dividend Periods) and full dividends, including required or
              permitted accumulations, if any, on shares of such other Parity
              Stock, bear to each other. If full dividends on the Perpetual
              Preferred Stock have not been declared and paid or set aside for
              payment for the Dividend Payment Date falling in the then-current
              Dividend Period, then, with respect to

                                      G-1

<PAGE>

              such then-current Dividend Period, the following restrictions
              shall be applicable: (i) no dividend or distribution, other than
              in shares of capital stock ranking junior to the Perpetual
              Preferred Stock as to dividends or liquidation preference ("Junior
              Stock"), may be declared, set aside or paid on any shares of
              Junior Stock, (ii) the Corporation may not repurchase, redeem or
              otherwise acquire any shares of its Junior Stock (except by
              conversion into or exchange for Junior Stock) and (iii) the
              Corporation may not, directly or indirectly, repurchase, redeem or
              otherwise acquire (except by conversion into or exchange for
              Junior Stock) any shares of any class or series of Junior Stock or
              warrants, calls, options or other rights to acquire capital stock
              of the Corporation or other security exercisable or exchangeable
              into capital stock of the Corporation, otherwise than pursuant to
              pro rata offers to purchase or a concurrent redemption of all, or
              a pro rata portion, of the outstanding shares of Perpetual
              Preferred Stock. Holders of the Perpetual Preferred Stock shall
              not be entitled to any dividends, whether payable in cash,
              property or stock, in excess of declared noncumulative dividends,
              as herein provided, on the Perpetual Preferred Stock. No interest
              or sum of money in lieu of interest shall be payable in respect of
              any declared dividend payment or payments on the Perpetual
              Preferred Stock which may be in arrears. As used herein, the
              phrase "set apart" in respect of the payment of dividends shall
              require deposit of any funds in a bank or trust Corporation in a
              separate deposit account maintained for the benefit of the holders
              of the Perpetual Preferred Stock.

              2.      Redemption.

                      (a) The shares of Perpetual Preferred Stock shall be
              redeemable by the Corporation, in whole or in part, at any time
              and from time to time from and after September 30, 1998 at a price
              of $10.00 per share plus an amount equal to all accrued but unpaid
              dividends (whether or not declared) for the then current Dividend
              Period immediately preceding the date fixed for redemption (the
              "Redemption Date").

                      (b) The Perpetual Preferred Stock shall be redeemable by
              the Corporation, in accordance with applicable law, in whole or in
              part, upon not less than 30 nor more than 60 calendar days' prior
              written notice by mail.

                      (c) In the event that fewer than all the outstanding
              shares of the Perpetual Preferred Stock are to be redeemed as
              permitted by this Section 2, the number of shares to be redeemed
              shall be determined by the Board of Directors and the shares to be
              redeemed shall be determined by lot or pro rata as may be
              determined by the Board of Directors or by such other method as
              may be approved by the Board of Directors that is required to
              conform to any rule or regulation of any stock exchange or
              automated quotation system upon which the shares of the Perpetual
              Preferred Stock may at the time be listed.

                      (d) Notice of redemption of the Perpetual Preferred Stock,
              specifying the Redemption Date and place of redemption, shall be
              given by first class mail to each holder of record of the shares
              to be redeemed, at his or her address of record, not less than 30
              nor more than 60 calendar days prior to the Redemption Date. If
              less than all the shares owned by such holder are then to be
              redeemed, the notice shall also specify the number of shares
              thereof which are to be redeemed and the fact that a new
              certificate or certificates representing any unredeemed shares
              shall be issued without cost to such holder.

                      (e) Notice of redemption of shares of the Perpetual
              Preferred Stock having been given as provided in Section 2(d),
              then unless the Corporation shall have defaulted in providing for
              the payment of the redemption price and all accrued and unpaid
              dividends (whether or not declared) for the then-current Dividend
              Period immediately preceding the Redemption Date, all rights of
              the holders thereof (except the right to receive the redemption
              price and all accrued and unpaid dividends, whether or not
              declared, for the then-current Dividend Period immediately
              preceding the Redemption Date) shall cease with respect to such
              shares and such shares shall not, after the Redemption Date, be
              deemed to be outstanding and shall not have the status of
              Perpetual Preferred Stock. In case fewer than all the shares
              represented by any such certificate are redeemed, a new
              certificate shall be issued representing the unredeemed shares
              without cost to the holder thereof.

                      (f) Any shares of Perpetual Preferred Stock which shall at
              any time have been redeemed shall, after such redemption, have the
              status of authorized but unissued shares of Preferred Stock,
              without designation as to series until such shares are once more
              designated as part of a particular series by the Board of
              Directors.

                      (g) Shares of the Perpetual Preferred Stock are not
              subject or entitled to the benefit of a sinking fund."

                                      G-2

<PAGE>

              3.  Preemptive Rights. Holders of the Perpetual Preferred Stock
     are not entitled to any preemptive rights to acquire any unissued shares of
     any capital stock of the Corporation, now or hereafter authorized, or any
     other securities of the Corporation, whether or not convertible into shares
     of capital stock of the Corporation or carrying a right to subscribe to or
     acquire any such shares of capital stock.

              4.  Voting. Except as required by law, the shares of the Perpetual
     Preferred Stock shall not have any voting powers, either general or
     special, except as follows:

                  (a)     So long as any shares of the Perpetual Preferred Stock
              are outstanding, if the Corporation shall have failed to declare
              and pay dividends on all outstanding shares of the Perpetual
              Preferred Stock for six Dividend Periods, whether or not
              consecutive, the number of directors of the Corporation shall
              automatically be increased by two and the holders of the Perpetual
              Preferred Stock shall have the right, voting separately as a class
              (together with the holders of shares of Parity Stock, if any, upon
              which like voting rights have been conferred and are exercisable),
              to elect such two additional directors. The right of the holders
              of the Perpetual Preferred Stock (and Parity Stock, if any, with
              parity voting rights) to elect such members of the Board of
              Directors as aforesaid shall continue until dividends have been
              declared and paid on the Perpetual Preferred Stock for four
              consecutive Dividend Periods. If at any time thereafter should the
              Corporation fail to declare and pay dividends on all outstanding
              shares of the Perpetual Preferred Stock for four Dividend Periods,
              whether or not consecutive, the voting right described in this
              Section 4(a) shall vest until dividends shall have been declared
              and paid on the Perpetual Preferred Stock for four consecutive
              Dividend Periods. Whenever the voting right described in this
              Section 4(a) shall have vested in the holders of the Perpetual
              Preferred Stock, the right may be exercised initially either at a
              special meeting of the holders of the Perpetual Preferred Stock
              (and Parity Stock, if any, with parity voting rights), called as
              hereinafter provided, or at any annual meeting of stockholders
              held for the purpose of electing directors and thereafter at each
              successive annual meeting.

                  (b)     At any time when the voting right of the Perpetual
              Preferred Stock provided in Section 4(a) above shall have become
              operative and shall not have been exercised, or for the purpose of
              the removal of a director as set forth in Section 4(d) below, a
              proper officer of the Corporation shall, upon the written request
              of the holders of record of at least 10% of the shares of the
              Perpetual Preferred Stock (and Parity Stock, if any, with parity
              voting rights) then outstanding addressed to the Secretary of the
              Corporation, call a special meeting of the holders of the
              Perpetual Preferred Stock (and Parity Stock, if any, with parity
              voting rights) for the purpose of electing the additional
              directors to be elected by such holders or removing any such
              director, as the case may be. Such meeting shall be held at the
              earliest practicable date upon the notice (and at the place)
              required for annual meetings of stockholders. Such notice shall
              comply with the requirements of all applicable laws and shall set
              forth the purposes of such meeting. If such meeting shall not be
              called by the proper officer of the Corporation within 20 days
              after the personal service of such written request upon the
              Secretary of the Corporation, or within 20 days after mailing the
              same within the United States by registered or certified mail
              enclosed in a postage-paid envelope addressed to the Secretary of
              the Corporation at its principal office, then the holders of
              record of at least 10% of the shares of the Perpetual Preferred
              Stock (and Parity Stock, if any, with parity voting rights) then
              outstanding may designate in writing one of their members to call
              such meeting at the expense of the Corporation, and such meeting
              may be called by the person so designated upon the notice (and at
              the place) required for annual meetings of stockholders.

                  (c)     Unless otherwise required by law, directors elected by
              the holders of the Perpetual Preferred Stock (and Parity Stock, if
              any, with parity voting rights) shall not become members of any of
              the three classes of directors otherwise required by the Articles
              of Incorporation and Bylaws of the Corporation with respect to the
              remaining directors elected by other classes or series of stock
              entitled to vote therefor, but shall, subject to Section 4(e)
              below, serve until the next annual meeting or until their
              respective successors shall be elected and shall qualify. All
              rights of the holders of the Perpetual Preferred Stock (and Parity
              Stock, if any, with parity voting rights) to elect such directors
              shall continue in effect until the Corporation has declared and
              paid dividends for four consecutive Dividend Periods as provided
              in Section 4(b) above. At such time as such condition has been
              met, the voting rights of such holders shall, without further
              action, terminate, subject to revesting in the event of each and
              every subsequent failure of the Corporation to declare and pay
              such dividends for the requisite number of Dividend Periods
              described above.

                  (d)     The term of office of all directors elected by the
              holders of the Perpetual Preferred Stock (and Parity Stock, if
              any, with parity voting rights) in office at any time when the
              aforesaid voting right is vested in such holders shall terminate
              upon the election of their successors at any meeting of
              stockholders held for the purpose of

                                       G-3

<PAGE>

              selecting directors; provided, however, without further action,
              and unless required by law, any director that shall have been
              elected by such holders as provided herein may be removed at any
              time, either with or without cause, by affirmative vote of the
              holders of record of a majority of outstanding shares of the
              Perpetual Preferred Stock (and Parity Stock, if any, with parity
              voting rights), voting separately as one class, at a duly held
              meeting of such holders called pursuant to the provisions set
              forth in Section 4(b).

                      (e) Upon the later of any termination of the aforesaid
              voting right in accordance with the foregoing provisions or the
              expiration of the minimum term of office required by law, the term
              of office of all directors elected by the holders of the Perpetual
              Preferred Stock (and Parity Stock, if any, with parity voting
              rights) pursuant thereto then in office shall, without further
              action, thereupon terminate unless otherwise required by law. Upon
              such termination, the number of directors constituting the Board
              of Directors of the Corporation shall, without further action, be
              reduced by two, subject always to the increase of the number of
              directors pursuant to the provisions of this Section 4(e) in the
              case of the future right of such holders to elect directors as
              provided herein.

                      (f) Unless otherwise required by law, in case of any
              vacancy occurring among the directors so elected, the remaining
              director may appoint a successor to hold office for the unexpired
              term of the director whose place shall be vacant, and if all
              directors so elected shall cease to serve as directors before
              their term shall expire, the holders of the Perpetual Preferred
              Stock then outstanding (and any Parity Stock, if any, with parity
              voting rights) may, at a meeting of such holders duly held, elect
              successors to hold office for the unexpired terms of the directors
              whose places shall be vacant.

                      (g) The directors elected by the holders of the Perpetual
              Preferred Stock (and any Parity Stock, if any, with parity voting
              rights) in accordance with the provisions of this Section 4 shall
              be entitled to one vote per director on any matter, and otherwise
              to same rights and privileges as all other directors of the
              Corporation.

                      (h) So long as any shares of the Perpetual Preferred Stock
              are outstanding, the Articles of Incorporation and Bylaws of the
              Corporation shall contain provisions ensuring that the number of
              directors of the Corporation shall at all times be such that the
              exercise by the holders of shares of the Perpetual Preferred Stock
              of the right to elect directors under the circumstances provided
              in this Section 4 will not contravene any provisions of the
              Corporation's Articles of Incorporation or Bylaws.

                      (i) Unless the vote or consent of the holders of a greater
              number of shares is required by law, the consent of the holders of
              at least a majority of all of the shares of the Perpetual
              Preferred Stock at the time outstanding given in person or by
              proxy, either in writing or by a vote at a meeting called for that
              purpose, on which matter the holders of shares of the Perpetual
              Preferred Stock shall vote together as a separate class, shall be
              necessary to authorize, effect or validate any amendment,
              alteration or repeal of any of the provisions of the Articles of
              Incorporation of the Corporation or of any certificate, amendatory
              or supplemental thereto, which amendment, alteration or repeal
              would, if effected, adversely affect the powers, preferences,
              rights or privileges of the Perpetual Preferred Stock.

                      (j) Unless the vote or consent of the holders of a greater
              number of shares is required by law, the consent of the holders of
              at least 66-2/3% of all of the shares of the Perpetual Preferred
              Stock at the time outstanding given in person or by proxy, either
              in writing or by a vote at a meeting called for that purpose, on
              which matter the holders of shares of the Perpetual Preferred
              Stock shall vote together as a separate class (together with the
              holders of shares of Parity Stock, if any, upon which like voting
              rights have been conferred and are exercisable), shall be
              necessary to create, authorize, issue or increase the authorized
              or issued amount of any class or series of any equity securities
              of the Corporation, or any warrants, options or other rights
              convertible or exchangeable into any class or series of any equity
              securities of the Corporation, ranking senior to the Perpetual
              Preferred Stock either as to payment of dividends or rights upon
              liquidation.

                      (k) Notwithstanding anything to the contrary set forth
              herein, the creation or issuance of Parity Stock or Junior Stock
              with respect to the payment of dividends or rights upon
              liquidation, a merger, consolidation, reorganization or other
              business combination in which the Corporation is not the surviving
              entity, or an amendment that increases the number of authorized
              shares of Preferred Stock or increases the number of authorized
              shares of a series of Preferred Stock constituting Junior Stock or
              Parity Stock shall not be considered to be an adverse change

                                      G-4

<PAGE>

              to the terms of the Perpetual Preferred Stock and shall not
              require a vote or the approval of the holders of the Perpetual
              Preferred Stock.

              5.      Liquidation Rights.

                      (a) Upon the voluntary or involuntary liquidation,
              dissolution or winding up of the Corporation, the holders of the
              shares of the Perpetual Preferred Stock shall be entitled to
              receive out of the assets of the Corporation available for
              distribution to stockholders under applicable law, before any
              payment or distribution of assets shall be made on any class or
              series of capital stock of the Corporation ranking junior to the
              Perpetual Preferred Stock upon liquidation, the amount of $10.00
              per share, in the event of a voluntary or involuntary liquidation
              (the "Liquidation Preference"), plus a sum equal to all dividends
              declared but unpaid for the then-current Dividend Period. For
              purposes of this Section 5, the merger or consolidation of the
              Corporation into or with any other corporation or association, the
              merger or consolidation of any other corporation or association
              into or with the Corporation, or the sale, conveyance, exchange or
              transfer (for cash, shares of stock, securities or other
              consideration) of all or substantially all the property and assets
              of the Corporation shall not be deemed a dissolution, liquidation
              or winding up of the Corporation, unless such sale, conveyance,
              exchange or transfer shall be in connection with and intended to
              be a plan of complete liquidation, dissolution or winding up of
              the Corporation.

                      (b) After the payment in cash (in New York Clearing House
              funds or its equivalent) to the holders of the shares of the
              Perpetual Preferred Stock of the full preferential amounts for the
              shares of the Perpetual Preferred Stock, as set forth in Section
              5(a) above, the holders of the Perpetual Preferred Stock as such
              shall have no further right or claim to any of the remaining
              assets of the Corporation.

                      (c) In the event the assets of the Corporation available
              for distribution to the holders of shares of the Perpetual
              Preferred Stock upon any voluntary or involuntary liquidation,
              dissolution or winding up of the Corporation shall be insufficient
              to pay in full all amounts to which such holders are entitled
              pursuant to Section 5(a) above, no distribution shall be made on
              account of any shares of any other series of Preferred Stock or
              any other class of capital stock of the Corporation ranking on a
              parity with the shares of the Perpetual Preferred Stock upon such
              liquidation, dissolution or winding up unless proportionate
              amounts shall be paid on account of the shares of the Perpetual
              Preferred Stock, ratably, in proportion to the full amounts to
              which holders of all such shares which are on a parity with the
              shares of the Perpetual Preferred Stock are respectively entitled
              upon such dissolution, liquidation or winding up.

              6.      Rank. The Perpetual Preferred Stock shall rank on a parity
     with the 8% Noncumulative Convertible Preferred Stock, Series 1993 and
     senior to the Class A Common Stock, Class B Common Stock, Noncumulative
     Convertible Preferred Stock, Series A, Noncumulative Convertible Preferred
     Stock, Series B, Noncumulative Convertible Preferred Stock, Series C and
     Noncumulative Convertible Preferred Stock, Series C-II of the Corporation
     as to payment of dividends and rights upon liquidation. Unless the
     Corporation shall have obtained the consent of the holders as provided in
     Section 4 above, the Corporation shall not issue any other series of
     Preferred Stock ranking senior to the Perpetual Preferred Stock as to the
     payment of dividends or rights upon liquidation or any other series of any
     equity securities ranking senior to the Perpetual Preferred Stock as to the
     payment of dividends or rights upon liquidation. The Corporation may issue
     shares of Preferred Stock or other capital stock ranking junior to or on a
     parity with the Perpetual Preferred Stock as to the payment of dividends or
     rights upon liquidation without the consent of the holders of the Perpetual
     Preferred Stock. For purposes of this Section 6, any capital stock of any
     series or class of the Corporation shall be deemed to rank:

                      (a) senior to the shares of the Perpetual Preferred Stock,
              as to dividends or upon liquidation, if the holders of such series
              or class shall be entitled to the receipt of dividends or of
              amounts distributable upon dissolution, liquidation or winding up
              of the Corporation, as the case may be, in preference or priority
              to the holders of the shares of the Perpetual Preferred Stock;

                      (b) on a parity with shares of the Perpetual Preferred
              Stock, as to dividends or upon liquidation, whether or not the
              dividend rates, dividend payment dates or redemption or
              liquidation prices per share or sinking fund provisions, if any,
              be different from those of the Perpetual Preferred Stock, if the
              holders of such stock shall be entitled to the receipt of
              dividends or of amounts distributable upon dissolution,
              liquidation or winding up of the Corporation, as the case may be,
              in proportion to their respective dividend rates or liquidation
              prices, without

                                      G-5

<PAGE>

              preference or priority, one over the other, as between the holders
              of such stock and the holders of shares of the Perpetual Preferred
              Stock; and

                      (c) junior to shares of the Perpetual Preferred Stock, as
              to dividends or upon liquidation, if the holders of shares of the
              Perpetual Preferred Stock shall be entitled to receipt of
              dividends or of amounts distributable upon dissolution,
              liquidation or winding up of the Corporation, as the case may be,
              in preference or priority to the holders of shares of such series
              or class.

                                      G-6

<PAGE>

                                   APPENDIX H

                            STATEMENT OF DESIGNATION
                                       OF
            8% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 1996
                                       OF
                        BANKUNITED FINANCIAL CORPORATION

     BankUnited Financial Corporation (the "Corporation"), a corporation
organized and existing under the Florida Business Corporation Act, in accordance
with the provisions of Section 607.0602 thereof and Article VI the Corporation's
Articles of Incorporation, DOES HEREBY CERTIFY:

     That pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, said Board of Directors acting at
a meeting thereof adopted resolutions providing for the issuance of 1,000,000
shares of the Corporation's Preferred Stock, $.01 par value, "8% Noncumulative
Convertible Preferred Stock, Series 1996," which resolutions are as follows:

              RESOLVED, that pursuant to the authority vested in the Board of
       Directors of the Corporation by the Articles of Incorporation, the Board
       of Directors does hereby provide for and authorize the issuance of
       1,000,000 shares of the Preferred Stock, $.01 par value, of the
       Corporation, of the presently authorized but unissued shares of Preferred
       Stock (the "Preferred Stock") to be designated "8% Noncumulative
       Convertible Preferred Stock, Series 1996" (the "Series 1996 Preferred
       Stock"). The number of shares constituting the Series 1996 Preferred
       Stock may be increased or decreased from time to time by a vote of not
       less than a majority of the Board of Directors of the Corporation then in
       office; provided, that no decrease shall reduce the number of shares of
       the Series 1996 Preferred Stock to a number less than the number of
       shares then outstanding plus the number of shares reserved for issuance
       upon the exercise of any outstanding options, rights or warrants to
       purchase Series 1996 Preferred Stock or upon the conversion of any
       outstanding securities issued by the Corporation convertible into shares
       of the Series 1996 Preferred Stock. The voting powers, designations,
       preferences, and relative, participating, optional or other special
       rights of the Series 1996 Preferred Stock authorized hereunder and the
       qualifications, limitations and restrictions of such preferences and
       rights are as follows:

              1.      Dividends.

                      (a) The holders of the Series 1996 Preferred Stock shall
              be entitled to receive, when, as and if declared by the Board of
              Directors out of funds of the Corporation legally available for
              payment, noncumulative cash dividends, payable quarterly in
              arrears, at the rate of $1.20 per share per annum. Dividends, when
              declared on the Series 1996 Preferred Stock, shall have accrued
              from the date of issuance or thereafter, from the most recent date
              on which dividends were payable and be payable quarterly on March
              31, June 30, September 30 and December 31 of each year (each a
              "Dividend Payment Date"), commencing on December 31, 1996;
              provided, however, that if any such day is a non-business day, the
              Dividend Payment Date will be the next business day. Each declared
              dividend shall be payable to holders of record as they appear at
              the close of business on the stock books of the Corporation on
              such record dates, not more than 30 calendar days and not less
              than 10 calendar days preceding the Dividend Payment Date
              therefor, as determined by the Board of Directors (each of such
              dates a "Record Date"). Quarterly dividend periods (each a
              "Dividend Period") shall commence on and include the first day of
              January, April, July and October of each year and shall end on and
              include the day next preceding the next following Dividend Payment
              Date. Dividends payable on the Series 1996 Preferred Stock for any
              period greater or less than a full Dividend Period shall be
              computed on the basis of a 360-day year consisting of twelve
              30-day months. Dividends payable on the Series 1996 Preferred
              Stock for each full Dividend Period shall be computed by dividing
              the annual dividend rate by four.

                      (b) No full dividends shall be declared, paid or set apart
       for payment on any series of Preferred Stock orther capital stock of
       any series ranking, as to dividends or liquidation preference, on a
       parity ("Parity Stock") with the Series 1996 Preferred Stock during any
       calendar quarter unless full dividends on the Series 1996 Preferred Stock
       for the Dividend Period ending during such calendar quarter have been or
       contemporaneously are declared and paid or declared and a sum sufficient
       for the payment thereof is set apart for such payment. When

                                      H-1

<PAGE>

       dividends are not so paid in full (or a sum sufficient for such full
       payment is not so set apart) upon the Series 1996 Preferred Stock and any
       other Parity Stock, dividends upon the Series 1996 Preferred Stock and
       dividends on such other Parity Stock payable during such calendar quarter
       shall be declared pro rata so that the amount of such dividends so
       payable per share on the Series 1996 Preferred Stock and such other
       Parity Stock shall in all cases bear to each other the same ratio that
       full dividends for the then-current calendar quarter on the shares of
       Series 1996 Preferred Stock (which shall not include any accumulation in
       respect of unpaid dividends for prior Dividend Periods) and full
       dividends, including required or permitted accumulations, if any, on
       shares of such other Parity Stock, bear to each other. The Corporation
       shall not declare, pay or set apart funds for any dividend or other
       distribution, other than in shares of capital stock ranking junior to the
       Series 1996 Preferred Stock as to dividends or liquidation preference
       ("Junior Stock"), on any shares of Junior Stock or repurchase, redeem or
       otherwise acquire through a sinking fund or otherwise, or set apart funds
       for the repurchase, redemption or other acquisition of, any shares of
       Junior Stock (except by conversion into or exchange for Junior Stock),
       unless (i) all declared and unpaid dividends with respect to the Series
       1996 Preferred Stock have been paid, or funds have been set apart for
       payment of such dividends and (ii) the Corporation has declared a cash
       dividend on the Series 1996 Preferred Stock at the annual dividend rate
       for the then-current Dividend Period and sufficient funds have been set
       apart for payment of such dividends. Holders of the Series 1996 Preferred
       Stock shall not be entitled to any dividends, whether payable in cash,
       property or stock, in excess of declared noncumulative dividends, as
       herein provided, on the Series 1996 Preferred Stock. No interest or sum
       of money in lieu of interest shall be payable in respect of any declared
       dividend payment or payments on the Series 1996 Preferred Stock which may
       be in arrears. As used herein, the phrase "set apart" in respect of the
       payment of dividends shall require deposits of any funds in a bank or
       trust company in a separate deposit account maintained for the benefit of
       the holders of the Series 1996 Preferred Stock.

       2.     Redemption.

              (a) The shares of Series 1996 Preferred Stock shall be redeemable
       by the Corporation, in whole, or in part, at any time and from time to
       time at a price of $15.00 per share, plus an amount equal to declared but
       unpaid dividends, if any, with respect to Dividend Periods preceding the
       date fixed for redemption (the "Redemption Date"), if the Corporation's
       Series I Class A Common Stock, $.01 par value (the "Class A Common
       Stock"), shall have a closing price which is at least 120% of the
       Conversion Price (as defined below) for any 20 out of 30 consecutive
       trading days ending within five days of the giving of notice of
       redemption as provided for below. In addition, the Series 1996 Preferred
       Stock shall be redeemable by the Corporation in whole or in part, at any
       time and from time to time on or after July 1, 1998 at the following per
       share prices during the twelve month period beginning July 1:

                         Year                               Redemption Price

                         1998                                        $16.20
                         1999                                         15.96
                         2000                                         15.72
                         2001                                         15.48
                         2002                                         15.24
                         2003 and thereafter                          15.00

       plus, in each case, an amount equal to any declared but unpaid dividends,
       if any, with respect to Dividend Periods preceding the Redemption Date.

              (b) In the event that fewer than all the outstanding shares of the
       Series 1996 Preferred Stock are to be redeemed as permitted by this
       Section 2, the number of shares to be redeemed shall be determined by the
       Board of Directors and the shares to be redeemed shall be determined by
       lot or pro rata as may be determined by the Board of Directors or by such
       other method as may be approved by the Board of Directors that is
       required to conform to any rule or regulation of any stock exchange or
       automated quotation system upon which the shares of the Series 1996
       Preferred Stock may at the time be listed.

                                      H-2

<PAGE>

              (c) Notice of redemption of the Series 1996 Preferred Stock,
       specifying the Redemption Date, the redemption price and the place of
       redemption, shall be given by first class mail to each holder of record
       of the shares to be redeemed at his or her address of record and by
       publication in The Wall Street Journal. In the case of a redemption in
       whole, notice will be given once, not less than 30 nor more than 60
       calendar days prior to the Redemption Date. In the case of a partial
       redemption, the notice shall also specify the aggregate number of shares
       of the Series 1996 Preferred Stock to be redeemed and the aggregate
       number of shares of the Series 1996 Preferred Stock that shall be
       outstanding after such partial redemption and the mailed notice shall
       specify the fact that a new certificate or certificates representing any
       unredeemed shares shall be issued without cost to a holder. The notice of
       partial redemption shall be given twice: the first notice shall be given
       not more than 75 days nor less than 60 days prior to the Redemption Date;
       and the second notice shall be given at least 20 days after the first
       notice but not less than 30 days prior to the Redemption Date.

              (d) Notice of redemption of shares of the Series 1996 Preferred
       Stock having been given as provided in Section 2(c), then unless the
       Corporation shall have defaulted in providing for the payment of the
       redemption price and all declared and unpaid dividends with respect to
       Dividend Periods preceding the Redemption Date, all rights of the holders
       thereof (except the right to receive the redemption price and all
       declared and unpaid dividends with respect to Dividend Periods preceding
       the Redemption Date) shall cease with respect to such shares and such
       shares shall not, after the Redemption Date, be deemed to be outstanding
       and shall not have the status of Preferred Stock. In case fewer than all
       the shares represented by any such certificate are redeemed, a new
       certificate shall be issued representing the unredeemed shares without
       cost to the holder thereof.

              (e) Any shares of Series 1996 Preferred Stock which shall at any
       time have been redeemed or converted shall, after such redemption or
       conversion, have the status of authorized but unissued shares of
       Preferred Stock, without designation as to series until such shares are
       once more designated as part of a particular series by the Board of
       Directors.

              (f) Shares of the Series 1996 Preferred Stock are not subject or
       entitled to the benefit of a sinking fund.

       3.     Conversion.

              (a) Subject to and upon compliance with the provisions of this
       Section 3, the holder of any shares of the Series 1996 Preferred Stock
       shall have the right, at his or her option, at any time and from time to
       time prior to redemption, to convert the shares into a number of fully
       paid and nonassessable shares (calculated as to each conversion to the
       nearest 1/100th of a share) of the Corporation's Series I Class A Common
       Stock, $.01 par value (the "Class A Common Stock"), equal to $15.00 for
       each share surrendered for conversion divided by the Conversion Price (as
       defined in Section 3(d) below).

              (b) (i) In order to exercise the conversion privilege, the
       holder of each share of the Series 1996 Preferred Stock to be converted
       shall surrender the certificate representing such share to the
       Corporation's transfer agent for the Series 1996 Preferred Stock with the
       Notice of Election to Convert on the back of said Certificate duly
       completed and signed. Unless the shares issuable on conversion are to be
       issued in the same name as the name in which the shares of the Series
       1996 Preferred Stock are registered, each share surrendered for
       conversion shall be accompanied by instruments of transfer, in form
       satisfactory to the Corporation, duly executed by the holder or his or
       her duly authorized attorney and by funds in an amount sufficient to pay
       any transfer or similar tax. The holders of shares of the Series 1996
       Preferred Stock at the close of business on a Record Date shall be
       entitled to receive any dividend declared payable on those shares for the
       corresponding Dividend Period on the applicable Dividend Payment Date,
       notwithstanding the conversion of the shares after the Record Date.

                  (ii) As promptly as practicable after the surrender by a
       holder of the certificates for shares of the Series 1996 Preferred Stock
       in accordance with this Section 3, the Corporation shall issue and shall
       deliver to the holder at the office of the transfer agent, or otherwise
       upon such holder's written order, a certificate or certificates for the
       number of full shares of Class A Common Stock issuable upon the
       conversion of those shares in accordance with the provisions of this
       Section 3, and any fractional interest in respect of a share of Class A
       Common Stock arising upon the conversion shall be settled as provided in
       Section 3(c) below. In case less than

                                      H-3

<PAGE>

       all of the shares of the Series 1996 Preferred Stock represented by a
       certificate are to be converted by a holder, upon such conversion the
       Corporation shall issue and deliver to the holder at the office of the
       transfer agent, or otherwise upon such holder's written order, a
       certificate or certificates for the shares of Series 1996 Preferred Stock
       not converted.

                    (iii) Each conversion shall be deemed to have been effected
       immediately prior to the close of business on the date on which all of
       the conditions specified in Section 3(b) hereof shall have been
       satisfied, and, the person or persons in whose name or names any
       certificate or certificates for shares of Class A Common Stock shall be
       issuable upon such conversion shall be deemed to have become the holder
       or holders of record of the shares of Class A Common Stock represented by
       those certificates at such time on such date and such conversion shall be
       at the Conversion Price in effect at such time on such date, unless the
       stock transfer books of the Corporation shall be closed on that date, in
       which event such person or persons shall be deemed to have become such
       holder or holders of record at the close of business on the next
       succeeding day on which such stock transfer books are open, but such
       conversion shall be at the Conversion Price in effect on the date upon
       which all of the conditions specified in Section 3(b) hereof shall have
       been satisfied. All shares of Class A Common Stock delivered upon
       conversion of the Series 1996 Preferred Stock will upon delivery be duly
       and validly issued and fully paid and nonassessable, free of all liens
       and charges and not subject to any preemptive rights. Upon the surrender
       of certificates representing shares of the Series 1996 Preferred Stock to
       be converted, the shares shall no longer be deemed to be outstanding and
       all rights of a holder with respect to the shares surrendered for
       conversion shall immediately terminate except the right to receive the
       Class A Common Stock or other securities, cash or other assets as herein
       provided.

                (c) No fractional shares or securities representing fractional
       shares of Class A Common Stock shall be issued upon conversion of the
       Series 1996 Preferred Stock. Any fractional interest in a share of Class
       A Common Stock resulting from conversion of a share of the Series 1996
       Preferred Stock shall be paid in cash (computed to the nearest cent)
       based on the Current Market Price (as defined in Section 3(d)(iv) below)
       of the Class A Common Stock on the Trading Day (as defined in Section
       3(d)(iv) below) next preceding the day of conversion. If more than one
       share shall be surrendered for conversion at one time by the same holder,
       the number of whole shares of Class A Common Stock issuable upon the
       conversion shall be computed on the basis of the aggregate Liquidation
       Preference (as such term is defined in Section 6 below) of the shares of
       the Series 1996 Preferred Stock so surrendered.

                (d) The "Conversion Price" per share of the Series 1996
       Preferred Stock shall be $9.00, subject to adjustment from time to time
       as follows:

                    (i)   In case the Corporation shall (1) pay a dividend or
       make a distribution on its Class A Common Stock in shares of its Class A
       Common Stock, (2) subdivide its outstanding Class A Common Stock into a
       greater number of shares, or (3) combine its outstanding Class A Common
       Stock into a smaller number of shares, the Conversion Price in effect
       immediately prior to such event shall be proportionately adjusted so that
       the holder of any share of the Series 1996 Preferred Stock thereafter
       surrendered for conversion shall be entitled to receive the number and
       kind of shares of capital stock of the Corporation which he would have
       been entitled to receive had the share been converted immediately prior
       to the record date for such action, or, if no record date has been
       established in connection with such event, the effective date for such
       action. An adjustment made pursuant to this Section 3(d)(i) shall become
       effective immediately after the record date in the case of a dividend or
       distribution except as provided in Section 3(d)(vii) below, and shall
       become effective immediately after the effective date in the case of a
       subdivision or combination. If, as a result of an adjustment made
       pursuant to this Section 3(d)(i), the holder of any shares of Series 1996
       Preferred Stock thereafter surrendered for conversion shall become
       entitled to receive shares of two or more classes of capital stock of the
       Corporation, the Board of Directors of the Corporation (whose
       determination shall be conclusive and shall be described in a resolution
       adopted thereto) shall determine the allocation of the adjusted
       Conversion Price between or among shares of such classes of capital
       stock. If any dividend or distribution is not paid or made, the
       Conversion Price then in effect shall be appropriately readjusted.

                    (ii)  In case the Corporation shall issue rights or
       warrants to all holders of its Class A Common Stock entitling them (for a
       period expiring within 45 days after the record date mentioned below) to

                                      H-4

<PAGE>

       subscribe for or purchase Class A Common Stock at a price per share less
       than the Current Market Price (as defined in Section 3(d)(iv) below) of
       the Class A Common Stock at the record date for the determination of
       stockholders entitled to receive the rights or warrants, the Conversion
       Price in effect immediately prior to such record date shall be adjusted
       so that it shall equal the price determined by multiplying the Conversion
       Price in effect immediately prior to the record date by a fraction of
       which the numerator shall be the number of shares of Class A Common Stock
       outstanding on the record date plus the number of shares of Class A
       Common Stock which the aggregate offering price of the total number of
       shares of Class A Common Stock so offered for subscription or purchase
       would purchase at the Current Market Price at that record date, and of
       which the denominator shall be the number of shares of Class A Common
       Stock outstanding on the record date plus the number of additional shares
       of Class A Common Stock for subscription or purchase. The adjustment
       provided for in this Section 3(d)(ii) shall be made successively whenever
       any such rights or warrants are issued, and shall become effective
       immediately, except as provided in Section 3(d)(vii) below, after such
       record date. In determining whether any rights or warrants entitle the
       holder of the Class A Common Stock to subscribe for or purchase shares of
       Class A Common Stock at less than the Current Market Price, and in
       determining the aggregate offering price of the shares of Class A Common
       Stock so offered, there shall be taken into account any consideration
       received by the Corporation for such rights or warrants, the value of
       such consideration, if other than cash, to be determined by the Board
       (whose determination, if made in good faith, shall be conclusive). If any
       or all of such rights or warrants are not so issued or expire or
       terminate without having been exercised, the Conversion Price then in
       effect shall be appropriately readjusted.

                    (iii) In case the Corporation shall distribute to all
       holders of its Class A Common Stock any shares of capital stock of the
       Corporation (other than Class A Common Stock) or evidences of
       indebtedness or assets (excluding cash dividends or distributions paid
       from retained earnings of the Corporation) or rights or warrants to
       subscribe for or purchase any of its securities (excluding those referred
       to in Section 3(d)(ii) above), then, in each such case, the Conversion
       Price shall be adjusted so that it shall equal the price determined by
       multiplying the Conversion Price in effect immediately prior to the date
       of the distribution by a fraction, the numerator of which shall be the
       Current Market Price of the Class A Common Stock on the record date
       mentioned below less the then fair market value (as determined by the
       Board, whose determination, if made in good faith, shall be conclusive)
       of that portion of the capital stock or assets or evidences of
       indebtedness so distributed, or of the rights or warrants so distributed,
       applicable to one share of Class A Common Stock, and the denominator of
       which shall be the Current Market Price of the Class A Common Stock on
       the record date. Such adjustment shall become effective immediately,
       except as provided in Section 3(d)(vii) below, after the record date for
       the determination of stockholders entitled to receive such distribution.
       If any such distribution is not made or if any or all of such rights or
       warrants expire or terminate without having been exercised, the
       Conversion Price then in effect shall be appropriately readjusted.

                    (iv)  For the purpose of any computation under this
       Section 3, the "Current Market Price" of the Class A Common Stock at any
       date shall be the average of the last reported sale prices per share for
       the 30 consecutive Trading Days (as defined below) commencing 35 Trading
       Days before date of such computation. The last reported sale price for
       each day shall be (1) the last reported sale price of the Class A Common
       Stock on the Nasdaq National Market, or any similar system of automated
       dissemination of quotations of securities prices then in common use, if
       so quoted, or (2) if not quoted as described in clause (1), the closing
       bid notation for the Class A Common Stock as reported by the National
       Quotation Bureau Incorporated if at least two securities dealers have
       inserted both bid and asked quotations for the Class A Common Stock on at
       least five of the ten preceding days, or (3) if the Class A Common Stock
       is listed or admitted for trading on any national securities exchange,
       the last sale price, or the closing bid price if no sale occurred, of the
       Class A Common Stock on the principal securities exchange on which the
       Class A Common Stock is listed. If the Class A Common Stock is quoted on
       a national securities or central market system, in lieu of a market or
       quotation system described above, the last reported sale price shall be
       determined in the manner set forth in clause (2) of the preceding
       sentence if bid and asked quotations are reported but actual transactions
       are not, and in the manner set forth in clause (3) of the preceding
       sentence if actual transactions are reported. If none of the conditions
       set forth above is met, the last reported sale price of the Class A
       Common Stock on any day or the average of such last reported sale prices
       for any period shall be the fair market value of such class of stock as
       determined by a member firm of the New York Stock Exchange, Inc. selected
       by the Corporation. As used herein the term "Trading Days" means (1) if
       the Class A Common Stock is quoted on the Nasdaq National Market or any
       similar system of automated dissemination of

                                      H-5

<PAGE>

       quotations of securities prices, days on which trades may be made on such
       system, or (2) if not quoted as described in clause (1), days on which
       quotations are reported by the National Quotation Bureau, Incorporated,
       or (3) if the Class A Common Stock is listed or admitted for trading on
       any national securities exchange, days on which such national securities
       exchange is open for business.

                    (v)   No adjustment in the Conversion Price shall be
       required unless such adjustment would require a change of at least one
       percent in the Conversion Price; provided, however, that any adjustments
       which by reason of this Section 3(d)(v) are not required to be made shall
       be carried forward and taken into account in any subsequent adjustment.
       All calculations under this Section 3(d) shall be made to the nearest
       cent or the nearest one hundredth of a share, as the case may be.

                    (vi)  Whenever the Conversion Price is adjusted, as herein
       provided, the Corporation shall promptly file with its transfer agent and
       with the principal securities exchange, if any, on which the Series 1996
       Preferred Stock is traded or, if traded over-the-counter, with the Nasdaq
       National Market System an officers' certificate setting forth the
       Conversion Price after the adjustment and setting forth a brief statement
       of the facts requiring the adjustment, which certificate shall be
       conclusive evidence of the correctness of the adjustment. Promptly after
       delivery of the certificate, the Corporation shall prepare a notice of
       the adjustment of the Conversion Price setting forth the adjusted
       Conversion Price, the number of additional shares of Class A Common Stock
       issuable upon conversion and the type and amount, if any, of other
       property which would be received upon conversion of the Series 1996
       Preferred Stock, the facts upon which the adjustment is based and the
       date on which the adjustment becomes effective and shall mail the notice
       of such adjustment of the Conversion Price to the holders of the Series
       1996 Preferred Stock at their addresses as shown on the stock books of
       the Corporation.

                    (vii) In any case in which this Section 3(d) provides
       that an adjustment shall become effective immediately after a record date
       for an event, the Corporation may defer until the occurrence of the event
       (1) issuing to the holder of any share of the Series 1996 Preferred Stock
       converted after the record date and before the occurrence of the event,
       the additional shares of Class A Common Stock issuable upon the
       conversion by reason of the adjustment required by the event over and
       above the Class A Common Stock issuable upon such conversion before
       giving effect to the adjustment and (2) paying to the holder any amount
       in cash in lieu of any fractional share pursuant to Section 3(c) above.

                (e) (i)   The Corporation covenants that it will at all times
       reserve and keep available, free from preemptive rights and all liens and
       charges with respect to the issue or delivery thereof, out of the
       aggregate of its authorized but unissued shares of Class A Common Stock
       or its issued shares of Class A Common Stock held by its treasury, or
       both, for the purpose of effective conversions of the Series 1996
       Preferred Stock the full number of shares of Class A Common Stock
       deliverable upon the conversion of all outstanding shares of the Series
       1996 Preferred Stock not theretofore converted. For purposes of this
       Section 3(e), the number of shares of Class A Common Stock which shall be
       deliverable upon the conversion of all outstanding shares of the Series
       1996 Preferred Stock shall be computed as if at the time of computation
       all of the outstanding shares were held by a single holder.

                    (ii)  Before taking any action which would cause an
       adjustment reducing the Conversion Price below the then par value (if
       any) of the shares of Class A Common Stock deliverable upon conversion of
       the Series 1996 Preferred Stock, the Corporation will take any corporate
       action which may, in the opinion of its counsel, be necessary in order
       that the Corporation may validly and legally issue fully paid and
       nonassessable shares of Class A Common Stock at the adjusted Conversion
       Price.

                (f) The Corporation will pay any and all documentary stamp or
       similar issue or transfer taxes payable in respect of the issue or
       delivery of shares of Class A Common Stock or other securities on
       conversion of the Series 1996 Preferred Stock pursuant hereto; provided,
       however, that the Corporation shall not be required to pay any tax which
       may be payable in respect of any transfer involved in the issue or
       delivery of shares of Class A Common Stock or other securities in a name
       other than that of the holder of the Series 1996 Preferred Stock to be
       converted and no such issue or delivery shall be made unless and until
       the person requesting the issue or delivery has paid to the Corporation
       the amount of any such tax or has established, to the satisfaction of the
       Corporation, that the tax has been paid.

                                      H-6

<PAGE>

                (g) In case of any reclassification or similar change of
       outstanding shares of Class A Common Stock (other than a change in par
       value, or as a result of a subdivision or combination), or in case of any
       consolidation of the Corporation with, or merger of the Corporation with
       or into, any other entity that results in a reclassification, change,
       conversion, exchange or cancellation of outstanding shares of Class A
       Common Stock or any sale or transfer of all or substantially all of the
       assets of the Corporation, each holder of shares of the Series 1996
       Preferred Stock then outstanding shall have the right thereafter to
       convert the shares of the Series 1996 Preferred Stock held by the holder
       into the kind and amount of securities, cash and other property which the
       holder would have been entitled to receive upon such reclassification,
       change, consolidation, merger, sale or transfer if the holder had held
       the Class A Common Stock issuable upon the conversion of the shares of
       the Series 1996 Preferred Stock immediately prior to the
       reclassification, change, consolidation, merger, sale or transfer and had
       such holder elected to receive the consideration in the form and manner
       elected by the plurality of the persons entitled to vote thereon. These
       provisions shall apply to successive reclassifications, changes,
       consolidations, mergers, sales or conveyances.

       4.       Preemptive Rights. Shares of the Series 1996 Preferred Stock are
       not entitled to any preemptive rights to acquire any unissued shares of
       any capital stock of the Corporation, now or hereafter authorized, or any
       other securities of the Corporation, whether or not convertible into
       shares of capital stock of the Corporation or carrying a right to
       subscribe to or acquire any such shares of capital stock. To the extent
       preemptive rights are granted by the Corporation to the Parity Stock, the
       Junior Stock or the Class A Common Stock, the Series 1996 Preferred Stock
       shall be entitled to similar rights.

       5.       Voting.  Except as required by law, the shares of the Series
       1996 Preferred Stock shall not have any voting powers, either general or
       special, except as follows:

                (a) Unless the vote or consent of the holders of a greater
       number of shares is required by law, the approval of the holders of at
       least 66-2/3% of all of the shares of the Series 1996 Preferred Stock at
       the time outstanding given in person or by proxy, either in writing or by
       a vote at a meeting called for that purpose, on which matter the holders
       of shares of the Series 1996 Preferred Stock shall vote together as a
       separate class, shall be necessary to (i) authorize, effect or validate
       any amendment, alteration or repeal of or otherwise change any of the
       provisions of the Articles of Incorporation of the Corporation or of any
       certificate, amendatory or supplemental thereto, which amendment,
       alteration or repeal would, if effected, materially and adversely affect
       the powers, preferences, rights or privileges of the Series 1996
       Preferred Stock or (ii) create, authorize, issue or increase the
       authorized or issued amount of any class or series of any equity
       securities of the Corporation, or any warrants, options or other rights
       convertible or exchangeable into any class or series of any equity
       securities of the Corporation, ranking senior to the Series 1996
       Preferred Stock either as to payment of dividends or rights upon
       liquidation, winding-up or dissolution of the Corporation.

                (b) Notwithstanding anything to the contrary set forth herein,
       the creation or issuance of Parity Stock or Junior Stock with respect to
       the payment of dividends or distribution of assets upon liquidation or an
       amendment that increases the number of authorized shares of Series 1996
       Preferred Stock or increases the number of authorized shares of a series
       of Preferred Stock constituting Junior Stock or Parity Stock shall not be
       considered to be a material and adverse change to the terms of the Series
       1996 Preferred Stock and shall not require a vote or the consent of the
       holders of the Series 1996 Preferred Stock pursuant to Section 5(a)
       above. Amendments considered to be an adverse change requiring a vote of
       the holders of Series 1996 Preferred Stock pursuant to Section 5(a) above
       shall include, but not be limited to, those: which reduce the dividend
       rate on the Series 1996 Preferred Stock, cancel declared and unpaid
       dividends or change the relative seniority rights of the holders of the
       Series 1996 Preferred Stock as to the payment of dividends in relation to
       the holders of any other capital stock of the Corporation; which reduce
       the amount payable to the holders of Series 1996 Preferred Stock upon
       liquidation or change the relative seniority of the liquidation
       preferences of the holders of the Series 1996 Preferred Stock to the
       rights upon liquidation of the holders of any other capital stock of the
       Corporation; or which cancel or modify the conversion rights of the
       Series 1996 Preferred Stock.

                (c) The holders of Series 1996 Preferred Stock, if any Series
       1996 Preferred Stock shall be outstanding, shall be entitled to vote with
       the holders of the shares of Class A Common Stock, and not as a separate
       class, to the same extent as the holders of the shares of Class A Common
       Stock on any consolidation,

                                      H-7

<PAGE>

       merger, sale of all or substantially all of the assets of the
       Corporation, reclassification, capital reorganization or liquidation;
       provided that each share of Series 1996 Preferred Stock shall be entitled
       to the same number of votes that the holder would have had if such holder
       had converted his shares of Series 1996 Preferred Stock into shares of
       Class A Common Stock as of the record date for such meeting or
       solicitation of consents in lieu of a meeting.

       6.       Liquidation Rights.

                (a) Upon the voluntary or involuntary liquidation, dissolution
       or winding up of the Corporation, the holders of the shares of the Series
       1996 Preferred Stock shall be entitled to receive out of the assets of
       the Corporation available for distribution to stockholders under
       applicable law, before any payment or distribution of assets shall be
       made on the Class A Common Stock or on any other class or series of
       capital stock of the Corporation ranking junior to the Series 1996
       Preferred Stock upon liquidation and subject to the rights of the holders
       of any class or series of stock having preference with respect to
       distributions upon liquidation (created pursuant to Section 5(a) above)
       and the Corporation's general creditors, the amount of $15.00 per share
       (the "Liquidation Preference"), plus an amount equal to all dividends
       declared and unpaid, without interest. The sale, conveyance, exchange or
       transfer (for cash, shares of stock, securities or other consideration)
       of all or substantially all of the property and assets of the Corporation
       shall not be deemed a dissolution, liquidation or winding up of the
       Corporation for the purposes of this Section 6, nor shall the merger or
       consolidation of the Corporation into or with any other corporation or
       association or the merger or consolidation of any other corporation or
       association into or with the Corporation, be deemed to be a dissolution,
       liquidation or winding up of the Corporation for the purposes of this
       Section 6; provided, however, that if the aggregate amount of cash that
       may be received in exchange for or upon conversion of the Series 1996
       Preferred Stock in connection with a cash merger or other cash
       transaction would be less than the aggregate liquidation preference of
       the Series 1996 Preferred Stock, then the holders of the Series 1996
       Preferred Stock shall be entitled to the Liquidation Preference in place
       of the aggregate amount of cash that may be received in exchange for or
       upon conversion of the Series 1996 Preferred Stock in connection with the
       cash merger or other cash transaction; and provided further, that such
       cash merger or transaction shall not be considered a liquidation,
       dissolution or winding up of the Corporation subject otherwise to this
       Section 6(a).

                (b) After the payment in cash (in New York Clearing House funds
       or its equivalent) to the holders of the shares of the Series 1996
       Preferred Stock of the full preferential amounts for the shares of the
       Series 1996 Preferred Stock, as set forth in Section 6(a) above, the
       holders of the Series 1996 Preferred Stock as such shall have no further
       right or claim to any of the remaining assets of the Corporation.

                (c) In the event the assets of the Corporation available for
       distribution to the holders of shares of the Series 1996 Preferred Stock
       upon any voluntary or involuntary liquidation, dissolution or winding up
       of the Corporation shall be insufficient to pay in full all amounts to
       which such holders are entitled pursuant to Section 6(a) above, no
       distribution shall be made on account of any shares of any other series
       of Preferred Stock or any other class of capital stock of the Corporation
       ranking on a parity with the shares of the Series 1996 Preferred Stock
       upon such liquidation, dissolution or winding up unless proportionate
       amounts shall be paid on account of the shares of the Series 1996
       Preferred Stock, ratably, in proportion to the full amounts to which
       holders of all such shares which are on a parity with the shares of the
       Series 1996 Preferred Stock are respectively entitled upon such
       dissolution, liquidation or winding up.

                (d) In the event of any voluntary or involuntary liquidation,
       dissolution or winding up of the Corporation, the Corporation shall,
       within 10 days after the date the Board of Directors approves such
       action, at least 20 days prior to any shareholders' meeting called to
       approve such action or within 20 days after the commencement of any
       involuntary proceeding, whichever is earliest, give each holder of the
       Series 1996 Preferred Stock written notice of the proposed action. Such
       written notice shall describe the material terms and conditions of the
       proposed action. The Corporation shall not consummate any voluntary or
       involuntary liquidation, dissolution or winding up of the Corporation
       before the expiration of 30 days after the mailing of such written
       notice; provided, that any such 30 day period may be shortened upon the
       written consent of the holders of all of the outstanding shares of the
       Series 1996 Preferred Stock.

                                      H-8

<PAGE>

                (e) In the event of any voluntary or involuntary liquidation,
       dissolution or winding up of the Corporation that will involve the
       distribution of assets other than cash, the Corporation shall promptly
       engage competent independent appraisers to determine the value of the
       assets to be distributed to the holders of shares of the Series 1996
       Preferred Stock and the holders of Class A Common Stock. The Corporation
       shall, upon receipt of such appraiser's valuation, give prompt written
       notice to each holder of shares of the Series 1996 Preferred Stock of the
       appraiser's valuation.

       7.       Rank. The Series 1996 Preferred Stock shall rank, with respect
       to classes and series of capital stock of the Corporation outstanding as
       of the date of the filing of this resolution with the Florida Department
       of State, on a parity with the 8% Noncumulative Convertible Preferred
       Stock, Series 1993 and the 9% Noncumulative Perpetual Preferred Stock and
       senior to the Class A Common Stock, the Class B Common Stock, the
       Noncumulative Convertible Preferred Stock, Series B, the Noncumulative
       Convertible Preferred Stock, Series C and the Noncumulative Convertible
       Preferred Stock, Series C-II of the Corporation as to payment of
       dividends and rights upon liquidation, dissolution or winding up of the
       Corporation. Unless the Corporation shall have obtained the consent of
       the holders as provided in Section 5 above, the Corporation shall not
       issue any other series of Preferred Stock ranking senior to the Series
       1996 Preferred Stock as to the payment of dividends or rights upon
       liquidation, dissolution or winding up of the Corporation or any other
       series of any equity securities ranking senior to the Series 1996
       Preferred Stock as to the payment of dividends or rights upon
       liquidation, dissolution or winding up of the Corporation. The
       Corporation may issue shares of Preferred Stock or other capital stock
       ranking junior to or on a parity with the Series 1996 Preferred Stock as
       to the payment of dividends or rights upon liquidation, dissolution or
       winding up of the Corporation. For purposes of this statement of
       designation, any capital stock of any series or class of the Corporation
       shall be deemed to rank:

                (a) senior to the shares of the Series 1996 Preferred Stock, as
       to dividends or upon liquidation, if the holders of such series or class
       shall be entitled to the receipt of dividends or of amounts distributable
       upon dissolution, liquidation or winding up of the Corporation, as the
       case may be, in preference or priority to the holders of the shares of
       the Series 1996 Preferred Stock;

                (b) on a parity with shares of the Series 1996 Preferred Stock,
       as to dividends or upon liquidation, whether or not the dividend rates,
       dividend payment dates or redemption or liquidation prices per share or
       sinking fund provisions, if any, be different from those of the Series
       1996 Preferred Stock, if the holders of such stock shall be entitled to
       the receipt of dividends or of amounts distributable upon dissolution,
       liquidation or winding up of the Corporation, as the case may be, in
       proportion to their respective dividend rates or liquidation prices,
       without preferences or priority, one over the other, as between the
       holders of such stock and the holders of shares of the Series 1996
       Preferred Stock; and

                (c) junior to shares of the Series 1996 Preferred Stock, as to
       dividends or upon liquidation, if the holders of shares of the Series
       1996 Preferred Stock shall be entitled to receipt of dividends or of
       amounts distributable upon dissolution, liquidation or winding up of the
       Corporation, as the case may be, in preference or priority to the holders
       of shares of such series or class.

       8.       Notice of Certain Events.  If:

                (a) the  Corporation  shall declare a dividend (other than a
       cash dividend) or distribution on its Class A Common Stock or any Junior
       Stock; or

                (b) the Corporation shall authorize the issuance to the holders
       of the Class A Common Stock or any Junior Stock of rights or warrants to
       subscribe for or purchase any shares of Class A Common Stock or of any
       other subscription rights or warrants; or

                (c) there shall be any reclassification of the Class A Common
       Stock or any consolidation or merger, to which the Corporation is a
       party, or any sale or transfer of all or substantially all the assets of
       the Corporation; or

                                      H-9

<PAGE>

                (d) there shall be a voluntary or an involuntary dissolution,
       liquidation or winding up of the Corporation; or

                (e) there shall be a redemption of the Series 1996 Preferred
       Stock, in whole or in part, pursuant to Section 2 above;

       then the Corporation shall cause to be filed with the transfer agent, if
       any, and shall cause to be mailed to the holders of shares of the Series
       1996 Preferred Stock at their addresses as shown on the stock books of
       the Corporation, except as otherwise provided in Section 2(c) above or
       Section 6(d) above, at least 10 days prior to the applicable date
       hereinafter specified, a notice stating (1) the date on which a record is
       to be taken for the purpose of the dividend, distribution or rights or
       warrants, or, if a record is not to be taken, the date as of which the
       holders of Class A Common Stock of record to be entitled to the dividend,
       distribution or rights or warrants are to be determined, (2) the date on
       which the reclassification, consolidation, merger, sale, transfer,
       dissolution, liquidation or winding up is expected to become effective,
       and the date as of which it is expected that holders of Class A Common
       Stock of record shall be entitled to exchange their shares of Class A
       Common Stock for cash, securities or other property deliverable upon the
       reclassification, consolidation, merger, sale, transfer, dissolution,
       liquidation or winding up or (iii) the Redemption Date and redemption
       price pursuant to Section 2 above. Failure to give any such notice or any
       defect in the notice shall not affect the legality or validity of the
       proceedings described in this Section 8.

       9.       Reports and Notices. So long as any shares of the Series 1996
       Preferred Stock shall be outstanding, the Corporation shall provide to
       the holder or holders of such shares copies of all annual, quarterly and
       other reports of the Corporation and copies of all stockholder notices of
       the Corporation when and as furnished to the holders of the Class A
       Common Stock.

                                      H-10