<PAGE>


                                  Exhibit 3.1


                           ARTICLES OF INCORPORATION
                                      OF
                       BANKUNITED FINANCIAL CORPORATION
                                 As amended on
                               January 29, 2002
<PAGE>

                         ARTICLES OF INCORPORATION OF

                       BANKUNITED FINANCIAL CORPORATION
                                 (as amended)

                                   ARTICLE I
                                   ---------

                                     Name
                                     ----

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

                                  ARTICLE II
                                  ----------

                               Principal Office
                               ----------------

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

                                  ARTICLE III
                                  -----------

                          Registered Office and Agent
                          ---------------------------

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

                                  ARTICLE IV
                                  ----------

                          Term of Corporate Existence
                          ---------------------------

     The duration of this Corporation is to be perpetual.

                                   ARTICLE V
                                   ---------

                                    Purpose
                                    -------

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

                                  ARTICLE VI
                                  ----------

                                 Capital Stock
                                 -------------

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

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

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

                                       1
<PAGE>

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

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

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

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

          (f)  voting rights, if any; and

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

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

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

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

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

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

          Preferred Stock. The maximum number of shares of Preferred Stock that
          ---------------
     the Corporation is authorized to have outstanding is 10,000,000 shares at a
     par value of $.01 per share. The Preferred Stock may be issued from time to
     time in one or more series as specified in Section 607.0602 of the Florida
     Business Corporation Act (or in such other manner as may be permitted by
     law), as determined from time to time by the Board of Directors and stated
     in the resolution or resolutions providing for the issuance of such series
     of Preferred Stock adopted by the Board of Directors pursuant to authority
     hereby vested in it, each such series to be appropriately designated, prior
     to the issuance of any shares

                                       2
<PAGE>

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

                                  ARTICLE VII
                                  -----------

                         Distributions to Stockholders
                         -----------------------------

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

                                       3
<PAGE>

     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.

                                       4
<PAGE>

                                 ARTICLE XIII
                                 ------------

                                 Incorporator
                                 ------------

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

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



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


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



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


STATE OF FLORIDA  )
                  )SS:
COUNTY OF DADE    )

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


                                             __________________________________
                                             Notary Public
                                             State of Florida

                                             Printed Name:_____________________

                                             Commission No.:___________________

                                             My Commission Expires:

                                       5
<PAGE>

                                  Appendix A
                                  -----------

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

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

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

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

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

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

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

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

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

                                      A-1
<PAGE>

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

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

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

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

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

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

     (4)  Voting.
          ------

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

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

                                      A-2
<PAGE>

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

II.  Conversion Rights of Class B Stock.
     ----------------------------------

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

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

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

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

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

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

                                      A-3
<PAGE>

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

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

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

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

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

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

                                      A-4
<PAGE>

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

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

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

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

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

                                      A-5
<PAGE>

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

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

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

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

                                      A-6
<PAGE>

                                  Appendix B
                                  ----------

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

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

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

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

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

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

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

     So long as any Series A Preferred Stock remains outstanding:

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

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

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

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

                                      B-1
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      B-2
<PAGE>

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

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

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

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

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

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

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

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

                                      B-3
<PAGE>

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

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

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

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

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

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

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

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

                                      B-4
<PAGE>

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

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

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

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

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

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

                                      B-5
<PAGE>

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

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

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

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

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

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

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

                                      B-6
<PAGE>

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

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

                                      B-7
<PAGE>

                                  Appendix C
                                  ----------

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

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

     WHEREAS, the Board of Directors of the Corporation desires to (i) establish
a second series of its class of Preferred Stock, designating such series
"Noncumulative Convertible Preferred Stock, Series B," (ii) allocate 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 therein, to the holders of record of
          the Series B Preferred Stock at their respective addresses as the same
          shall appear on the books of the Corporation.

                                      C-2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      C-3
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      C-4
<PAGE>

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

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

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

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

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

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

                                      C-5
<PAGE>

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

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

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

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

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

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

                                      C-6
<PAGE>

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

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

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

                                      C-7
<PAGE>

                                  Appendix D
                                  ----------

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

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

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

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

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

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

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

     So long as any Series C Preferred Stock remains outstanding:

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

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

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

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

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

                                      D-1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      D-2
<PAGE>

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

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

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

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

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

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

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

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

               (1)  If the Corporation shall (i) pay a stock dividend in and on
shares of its Class A Common Stock, (ii) subdivide its outstanding shares of
Class A Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Class A Common Stock into a smaller number of shares, or
(iv) issue by reclassification of its shares of Class 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,

                                      D-3
<PAGE>

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

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

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

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

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

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

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

                                      D-4
<PAGE>

                                  Appendix E
                                  ----------

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

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

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

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

     1.   Definitions
          -----------

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

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

          (c)  The Corporation - BankUnited Financial Corporation.

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

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

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

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

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

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

                                      E-1
<PAGE>

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

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

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

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

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

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

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

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

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

     4.   Dividends
          ---------

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

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

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

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

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

                                      E-2
<PAGE>

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

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

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

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

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

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

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

                                      E-3
<PAGE>

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

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

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

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

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

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

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

                                      E-4
<PAGE>

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

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

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

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

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

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

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

                                      E-5
<PAGE>

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

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

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

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

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

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

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

                                      E-6
<PAGE>

                                  Appendix F
                                  ----------

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

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

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

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

          1.   Dividends.
               ---------

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


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

                                      F-1
<PAGE>

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

2.   Redemption.
     ----------

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

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

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

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

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

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

     (d)  Notice of redemption of the Series 1993 Preferred Stock, specifying
the Redemption Date and place of redemption, shall be given by first class mail
to each holder of record of the shares to be redeemed, at his or

                                      F-2
<PAGE>

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 similar tax. The holders of shares of the
     Series 1993 Preferred Stock at the close of business on a Record Date shall
     be entitled to receive any dividend declared payable on those shares for
     the corresponding Dividend Period on the applicable Dividend Payment Date,
     notwithstanding the conversion of the shares after the Record Date.

                                      F-3
<PAGE>

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

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

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

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

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

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

                                      F-4
<PAGE>

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

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

          (iv)  For the purpose of any computation under this Section 3, the
     "Current Market Price" of the Class A Common Stock at any date shall be the
     average of the last reported sale prices per share for the ten consecutive
     Trading Days (as defined below) preceding the date of such computation. The

                                      F-5
<PAGE>

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

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

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

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

                                      F-6
<PAGE>

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

     (e)  If:

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

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

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

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

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

          (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

                                      F-7
<PAGE>

     delivery, upon each national securities exchange or the Nasdaq National
     Market, if any, upon which the outstanding Class A Common Stock or other
     securities are listed at the time of delivery.

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

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

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

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

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

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

          (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

                                      F-8
<PAGE>

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

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

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

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

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

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

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


                                      F-9
<PAGE>

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

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

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

     6.   Liquidation Rights.
          ------------------

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

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

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

                                     F-10
<PAGE>

     are on a parity with the shares of the Series 1993 Preferred Stock are
     respectively entitled upon such dissolution, liquidation or winding up.

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

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

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

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

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

                                     F-11
<PAGE>

                                   Appendix G
                                   ----------

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


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

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

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

     1.   Dividends.
          ---------

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

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

                                      G-1
<PAGE>

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

2.   Redemption.
     ----------

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

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

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

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

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

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

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

                                      G-2
<PAGE>

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

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

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

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

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

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

                                      G-3
<PAGE>

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

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

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

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

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

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

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

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

                                      G-4
<PAGE>

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

     5.   Liquidation Rights.
          ------------------

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

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

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

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

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

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

                                      G-5
<PAGE>

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

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

                                      G-6
<PAGE>

                                   APPENDIX H
                                   ----------

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

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

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

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

          1.   Dividends.
               ---------

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


               (b)  No full dividends shall be declared, paid or set apart for
          payment on any series of Preferred Stock 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 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

                                      H-1
<PAGE>

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

     2.   Redemption.
          ----------

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

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

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

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

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

          (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
                    -----------------------

                                      H-2
<PAGE>

     redemption in whole, notice will be given once, not less than 30 nor more
     than 60 calendar days prior to the Redemption Date. In the case of a
     partial redemption, the notice shall also specify the aggregate number of
     shares of the Series 1996 Preferred Stock to be redeemed and the aggregate
     number of shares of the Series 1996 Preferred Stock that shall be
     outstanding after such partial redemption and the mailed notice shall
     specify the fact that a new certificate or certificates representing any
     unredeemed shares shall be issued without cost to a holder. The notice of
     partial redemption shall be given twice: the first notice shall be given
     not more than 75 days nor less than 60 days prior to the Redemption Date;
     and the second notice shall be given at least 20 days after the first
     notice but not less than 30 days prior to the Redemption Date.

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

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

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

     3.   Conversion.
          ----------

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

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

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

                                      H-3
<PAGE>

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

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

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

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

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

                                      H-4
<PAGE>

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

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

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

                                      H-5
<PAGE>

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

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

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

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

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

     (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.

                                      H-6
<PAGE>

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

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

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

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

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

                                      H-7
<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 1996 Preferred
Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to stockholders under applicable law, before any
payment or distribution of assets shall be made on the Class A Common Stock or
on any other class or series of capital stock of the Corporation ranking junior
to the Series 1996 Preferred Stock upon liquidation and subject to the rights of
the holders of any class or series of stock having preference with respect to
distributions upon liquidation (created pursuant to Section 5(a) above) and the
Corporation's general creditors, the amount of $15.00 per share (the
"Liquidation Preference"), plus an amount equal to all dividends declared and
unpaid, without interest. The sale, conveyance, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or substantially all
of the property and assets of the Corporation shall not be deemed a dissolution,
liquidation or winding up of the Corporation for the purposes of this Section 6,
nor shall the merger or consolidation of the Corporation into or with any other
corporation or association or the merger or consolidation of any other
corporation or association into or with the Corporation, be deemed to be a
dissolution, liquidation or winding up of the Corporation for the purposes of
this Section 6; provided, however, that if the aggregate amount of cash that may
                --------  -------
be received in exchange for or upon conversion of the Series 1996 Preferred
Stock in connection with a cash merger or other cash transaction would be less
than the aggregate liquidation preference of the Series 1996 Preferred Stock,
then the holders of the Series 1996 Preferred Stock shall be entitled to the
Liquidation Preference in place of the aggregate amount of cash that may be
received in exchange for or upon conversion of the Series 1996 Preferred Stock
in connection with the cash merger or other cash transaction; and provided
                                                                  --------
further, that such cash merger or transaction shall not be considered a
-------
liquidation, dissolution or winding up of the Corporation subject otherwise to
this Section 6(a).

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

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

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

     (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

                                      H-8
<PAGE>

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

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

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

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

8.   Notice of Certain Events. If:
     ------------------------

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

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

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

     (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)

                                      H-9
<PAGE>

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