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 43,000,000 shares, of which 30,000,000 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
         30,000,000 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;

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                  (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

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         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:

                  (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 and G 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; and 9%
         Noncumulative Perpetual Preferred Stock, 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:

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         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
   
         (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.

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                                  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:

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                                   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.

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                      (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

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              all or substantially all of the property or assets of the
              Corporation to another corporation, then, in any such
              consolidation, 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.

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              (4)     CONVERSION RATE ADJUSTMENT. The Conversion 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 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

                                       A-4


<PAGE>

              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 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.

                                       A-5


<PAGE>

              (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.

              (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;

                                       B-1


<PAGE>

              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.

                      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.

                                       B-2


<PAGE>

     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.

              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.

                                       B-3


<PAGE>

              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) 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.

                                       B-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 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 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

                                       B-5


<PAGE>

                      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 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

                                       B-6


<PAGE>

              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.

                      (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 1,000,000
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 1,000,000 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
                                       C-2
<PAGE>

              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.

     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>
<CAPTION>
<S>  <C>                                                                         <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.

                                       C-3
<PAGE>
              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 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
                                       C-4
<PAGE>

              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.

                      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

                                       C-5
<PAGE>
              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.

                      (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.


<PAGE>

              (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.

                                       C-6
<PAGE>

              (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.

              (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.

                                       D-1


<PAGE>

     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 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.

                                       D-2


<PAGE>

     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 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

                                       D-3


<PAGE>

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 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

                                       E-1


<PAGE>

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.

              (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

                                       E-2


<PAGE>

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.

              (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

                                       E-3
<PAGE>
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.

              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,

                                       E-5
<PAGE>

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.

              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 contempo
              raneously 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,

                                       F-1


<PAGE>

              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 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.

                                       F-2


<PAGE>
                      (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 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
                                       F-3
<PAGE>
                      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.

                               (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:
<PAGE>

                               (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)

                                       F-4
<PAGE>

                      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 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

                                       F-5


<PAGE>
                      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 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.
<PAGE>

                               (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

                                       F-6
<PAGE>
                      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 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
                                       F-7
<PAGE>
                      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.

                               (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.

                                       F-8
<PAGE>

              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.

                      (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,

                                       F-9
<PAGE>
              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 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.
<PAGE>

                      (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.
                                     F-10
<PAGE>
              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
              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;
<PAGE>

                      (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

                                      F-11
<PAGE>

                      (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-12


<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

                                       G-1
<PAGE>
              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 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.

                                       G-2
<PAGE>
                      (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."

              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.
<PAGE>

                      (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

                                       G-3
<PAGE>

              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 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.


<PAGE>

                      (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

                                       G-4


<PAGE>

              (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 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.
<PAGE>

              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

                                       G-5


<PAGE>

     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 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 or other 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

                                       H-1


<PAGE>

     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 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

                                       H-2


<PAGE>

     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.

              (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.

                                       H-3


<PAGE>

                      (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 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

                                       H-4


<PAGE>

     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
     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)

                                       H-5


<PAGE>

     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 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.

                                       H-6


<PAGE>

              (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.

              (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

                                       H-7


<PAGE>

     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, 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.

                                       H-8


<PAGE>

              (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.

              (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.

                                       H-9


<PAGE>

     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

              (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