Amendment No. 1
                                       to
                           PURCHASE CONTRACT AGREEMENT


     This  Amendment  No. 1, dated  February  _____,  2001,  amends the Purchase
Contract Agreement (the "Agreement")  originally made and entered into as of the
10th  day of  August,  1999,  by and  between  Bank  United  Corp.,  a  Delaware
corporation  ("Bank United") and Bank One N.A. (under its former name, The First
National Bank of Chicago),  a national  banking  association  ("Bank  One"),  as
permitted by Section 8.1 of the Agreement.

         WHEREAS, Washington Mutual, Inc., a Washington corporation ("Washington
Mutual") and Bank United have entered into an Agreement and Plan of Merger dated
August 18, 2000,  as amended (the "Merger  Agreement")  whereby Bank United will
merge (the "Merger") with and into Washington  Mutual and Washington Mutual will
be the surviving corporation.

         WHEREAS,  Bank  United has also agreed  that  immediately  prior to the
Merger it will  effect a  corporate  reorganization  (the  "Reorganization")  by
merging a wholly owned subsidiary of Bank United with and into Bank United.

         WHEREAS, as a result of the  Reorganization,  each share of Bank United
common stock outstanding at the effective time of the Reorganization, other than
shares held by persons properly  exercising  dissenters'  appraisal rights, will
automatically  convert into (1) a corresponding  share of new Bank United common
stock  and (2)  the  right  to  receive  a  certificate  (a  "CPR  Certificate")
representing  partial  beneficial  ownership in a Delaware trust  established to
receive Bank United's portion of the proceeds,  if any, minus certain  expenses,
of certain litigation Bank United is prosecuting against the federal government.
In addition,  appropriate and proportionate adjustments must be made to all Bank
United 8% Premium Income Equity  Securities  ("Bank United PIES") to reflect the
Reorganization.

         WHEREAS,  as a result  of the  Merger,  each  share of new Bank  United
common stock will automatically convert into the right to receive (1) 1.3 shares
of  Washington  Mutual  common stock and (2) cash in lieu of  fractional  shares
since no fractional  shares of Washington  Mutual common stock will be issued in
connection with the Merger.

         WHEREAS,  as a  result  of the  Merger,  each  Bank  United  PIES  will
automatically  convert into the right to receive a Washington  Mutual 8% Premium
Income Equity  Securities (a "Replacement  PIES") with  substantially  identical
rights and  preferences  as the Bank United PIES but with such  appropriate  and
proportionate  adjustments  must be made to reflect the  Reorganization  and the
Merger.

         WHEREAS,   Washington   Mutual  and  Bank  One  have  agreed  that  the
Replacement  PIES be issued  pursuant to the Agreement  and that certain  Pledge
Agreement  among Bank United,  Bank One (under its prior name The First National
Bank of Chicago) and The Bank of New York,  dated  August 10,  1999,  as amended
(the "Pledge Agreement").

         WHEREAS,  Washington  Mutual, as successor to Bank United, and Bank One
have agreed to amend the  Agreement to make any  appropriate  and  proportionate
adjustments  to reflect  the  Reorganization,  the Merger  and the  issuance  of
Replacement PIES.

         WASHINGTON MUTUAL AND BANK ONE AGREE AS FOLLOWS:
<PAGE>

     1. Each capitalized term used but not defined in this Amendment No. 1 shall
have the meaning provided for such term in the Agreement.

     2. This  Amendment  No. 1 shall be effective on the  effective  date of the
Merger. If the Merger does not become  effective,  this Amendment No. 1 will not
be effective.

     3.  Washington  Mutual assumes all of the  obligations of Bank United under
this Agreement, the Purchase Contracts and the Pledge Agreement.

     4. The  definition of "Common  Stock" in Section 1.1(e) of the Agreement is
replaced in its entirety with the following:

     "Common  Stock"  means the shares of Common  Stock,  no par  value,  of the
Company.

     5. The  definition  of  "Company"  in Section  1.1(e) of the  Agreement  is
replaced in its entirety with the following:

                  "Company"  means  Washington  Mutual,  Inc.  until a successor
                  shall have become such pursuant to the applicable provision of
                  this  Agreement,  and  thereafter  "Company"  shall  mean such
                  successor.

     6. The following definition is added to Section 1.1(e):

                  "CPR Certificate"  means a certificate  representing a partial
                  beneficial  ownership  interest in the Bank United  Litigation
                  Contingent  Payment Rights Trust, a Delaware trust established
                  by Bank United Corp. to receive Bank United Corp.'s portion of
                  the proceeds,  if any,  realized from the litigation  filed by
                  Bank United Corp.,  its indirect  subsidiary Bank United,  and
                  Hyperion  Partners L.P.  against the United States in the U.S.
                  Court of Federal Claims on July 25, 1995, for alleged  failure
                  of the United  States to adhere to its  agreement  to waive or
                  forbear   from   enforcing   certain   provisions   concerning
                  regulatory capital requirements.

     7. The  parenthetical  clause  "(as may be  amended  from time to time)" is
added to the definition of "Pledge Agreement" in Section 1.1(e) of the Agreement
between the clause "dated as of the date hereof," and the clause  beginning with
the words "by and among the Company".

     8. The  parenthetical  clause  "(as may be  amended  from time to time)" is
added to the  definition of  "Remarketing  Agreement"  in Section  1.1(e) of the
Agreement  between  the  clause  "dated as of the date  hereof,"  and the clause
beginning with the words "by and among the Company".

     9. The definition of "Stock" in Section 1.1(e) of the Agreement is replaced
in its entirety with the following:

                  "Stock"  means the  shares of Series H  Preferred  Stock to be
                  issued by the Company under the Certificate of Designations.

     10. The  definition of  "Underwriting  Agreement" in Section  1.1(e) of the
Agreement is replaced in its entirety with the following:

                                      2
<PAGE>

                  "Underwriting  Agreement"  means the  Underwriting  Agreement,
                  dated as of August 4, 1999,  between  Bank United  Corp.  (the
                  predecessor to the Company) and Lehman Brothers Inc.

     11. The  contact  information  for the  Company set forth in Section 1.5 is
replaced with the following:

                  If to the Company:

                           Washington Mutual, Inc.
                           1201 Third Avenue
                           Seattle, WA 98101

                           Facsimile No.: (206) 461-5739
                           Attn: Fay L. Chapman

     12. The first  paragraph of Section 5.1 of the Agreement is replaced in its
entirety with the following:

                           Each  Purchase   Contract  shall,   unless  an  Early
                  Settlement has occurred in accordance with Section 5.9 hereof,
                  obligate the Holder of the related  Security to purchase,  and
                  the Company to sell, on the Purchase Contract  Settlement Date
                  at a price equal to the Stated Amount (the "Purchase  Price"),
                  a number  of newly  issued  shares  of  Common  Stock  and CPR
                  Certificates  per Purchase  Contract  equal to the  Settlement
                  Rate unless, on or prior to the Purchase  Contract  Settlement
                  Date,  there  shall  have  occurred a  Termination  Event with
                  respect to the Security of which such  Purchase  Contract is a
                  part. The "Settlement  Rate" is equal to (a) if the Applicable
                  Market  Value (as defined  below) is equal to or greater  than
                  $44.9250  (the  "Threshold  Appreciation  Price"),  (i) 1.4469
                  shares of Common Stock and (ii) 1.1130 CPR  Certificates,  (b)
                  if the  Applicable  Market  Value is less  than the  Threshold
                  Appreciation  Price,  but is greater  than  $37.4375,  (i) the
                  number of shares of Common Stock equal to 1.3 multiplied times
                  the result of the  Stated  Amount  divided  by the  Applicable
                  Market Value and (ii) the number of CPR Certificates  equal to
                  the Stated Amount divided by the Applicable  Market Value, and
                  (c) if the  Applicable  Market  Value is less than or equal to
                  $37.4375,  (i) 1.7362  shares of Common  Stock and (ii) 1.3356
                  CPR  Certificates,  in each  case  subject  to  adjustment  as
                  provided  in Section  5.6. As  provided  in Section  5.10,  no
                  fractional   shares  of  Common   Stock  or   fractional   CPR
                  Certificates  will  be  issued  upon  settlement  of  Purchase
                  Contracts.

     13. The third  paragraph of Section 5.1 of the Agreement is replaced in its
entirety with the following:

                           The  "Applicable  Market  Value" means the sum of (a)
                  1.3 times the average of the Closing Price per share of Common
                  Stock  on each of the 20  Trading  Days  ending  on the  third
                  Trading  Day  immediately   preceding  the  Purchase  Contract
                  Settlement  Date and (b) the average of the Closing  Price per
                  CPR  Certificate  on each of the 20 Trading Days ending on the
                  third Trading Day immediately  preceding the Purchase Contract
                  Settlement  Date.  The "Closing  Price" of the Common Stock on
                  any date of  determination  means (i) the  closing  sale price
                  (or, if no closing  price is reported,  the last reported sale
                  price) of the Common Stock on the New York Stock Exchange (the
                  "NYSE") on such date,  (ii) if the Common  Stock is not listed
                  for  trading on the NYSE on any such date,  the  closing  sale
                  price  as  reported  in the  composite  transactions  for  the
                  principal  United  States  securities  exchange  on which  the


                                      3
<PAGE>

                  Common Stock is so listed, (iii) if the Common Stock is not so
                  reported,  the last  quoted bid price for the Common  Stock in
                  the  over-the-counter  market  as  reported  by  the  National
                  Quotation  Bureau or similar  organization or (iv) if such bid
                  price is not  available,  the average of the  mid-point of the
                  last bid and ask prices of the Common  Stock on such date from
                  at least three nationally  recognized  independent  investment
                  banking  firms  retained for this purpose by the Company.  The
                  "Closing  Price"  of  the  CPR  Certificates  on any  date  of
                  determination  means (i) the  closing  sale price  (or,  if no
                  closing  price is reported,  the last  reported sale price) of
                  the CPR  Certificates  on the Nasdaq  National  Market on such
                  date, (ii) if the CPR  Certificates are not listed for trading
                  on the Nasdaq  National  Market on any such date,  the closing
                  sale price as reported in the composite  transactions  for the
                  principal United States  securities  exchange on which the CPR
                  Certificates are so listed,  (iii) if the CPR Certificates are
                  not so  reported,  the  last  quoted  bid  price  for  the CPR
                  Certificates in the over-the-counter market as reported by the
                  National  Quotation Bureau or similar  organization or (iv) if
                  such bid price is not available,  the average of the mid-point
                  of the last bid and ask prices of the CPR Certificates on such
                  date from at least  three  nationally  recognized  independent
                  investment  banking  firms  retained  for this  purpose by the
                  Company. A "Trading Day" means a day on which the Common Stock
                  or the CPR Certificates,  as applicable,  (A) is not suspended
                  from trading on any national or regional  securities  exchange
                  or  association  or  over-the-counter  market  at the close of
                  business  and (B) has traded at least once on the  national or
                  regional     securities    exchange    or    association    or
                  over-the-counter  market  that is the  primary  market for the
                  trading of the Common Stock or CPR  Certificates,  as the case
                  may be.

     14. The words  "1.11297  shares of Common  Stock" in the first  sentence of
Section  5.9(b) of the  Agreement  are replaced by the words  "1.4469  shares of
Common Stock and 1.1130 CPR Certificates".

     15. The text of Section  5.10 of the  Agreement is replaced in its entirety
with the following:

                  No fractional shares or scrip  representing  fractional shares
                  of Common Stock or fractional CPR Certificates shall be issued
                  or  delivered  upon   settlement  on  the  Purchase   Contract
                  Settlement  Date  or upon  Early  Settlement  of any  Purchase
                  Contracts.  If Certificates  evidencing more than one Purchase
                  Contract  shall be  surrendered  for settlement at one time by
                  the same Holder, the number of full shares of Common Stock and
                  CPR  Certificates  which shall be  delivered  upon  settlement
                  shall be  computed  on the  basis of the  aggregate  number of
                  Purchase   Contracts   evidenced   by  the   Certificates   so
                  surrendered.  Instead of any fractional  share of Common Stock
                  or  fractional  CPR  Certificate   which  would  otherwise  be
                  deliverable  upon settlement of any Purchase  Contracts on the
                  Purchase  Contract  Settlement Date or upon Early  Settlement,
                  the Company,  through the Agent,  shall make a cash payment in
                  respect of such fractional  interest in an amount equal to the
                  value of such  fractional  shares times the Applicable  Market
                  Value.  The Company  shall provide the Agent from time to time
                  with  sufficient  funds to  permit  the Agent to make all cash
                  payments required by this Section 5.10 in a timely manner.

     16.  Exhibits A, B, C, D, E and F to the  Agreement  are  replaced in their
entirety with Exhibits A, B, C, D, E and F, respectively, attached hereto.

     17. Except as  specifically  amended by this Amendment No. 1, the Agreement
shall remain in full force and effect.

                                       4
<PAGE>

     18. This Amendment No. 1 may be executed in one or more  counterparts,  all
of  which  shall be  considered  one and the same  agreement,  and the  executed
counterparts  taken  together  shall be  deemed  to be one  originally  executed
document.

     19. This Amendment No. 1 shall be governed and construed in accordance with
the laws of the State of New York, without regard to any applicable conflicts of
law.



                            [Signature Page Follows]



                                       5
<PAGE>

         IN WITNESS  WHEREOF,  Washington  Mutual and Bank One N.A.  have caused
this Amendment No. 1 to be executed by their respective  officers  hereunto duly
authorized as of the date first above written.

                                       WASHINGTON MUTUAL, INC.


                                       By:
                                           -----------------------
                                       Name:  Fay L. Chapman
                                       Title:  Senior Executive Vice President


                                       BANK ONE N.A.


                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                            -----------------------------



                                      6
<PAGE>

                                    Exhibit A

                       FACE OF CORPORATE PIES CERTIFICATE

         "THIS  CERTIFICATE  IS A GLOBAL  CERTIFICATE  WITHIN THE MEANING OF THE
PURCHASE  CONTRACT  AGREEMENT  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR  A  NOMINEE  OF  THE  DEPOSITARY.   THIS   CERTIFICATE  IS  EXCHANGEABLE  FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE PURCHASE  CONTRACT
AGREEMENT  AND NO  TRANSFER OF THIS  CERTIFICATE  (OTHER THAN A TRANSFER OF THIS
CERTIFICATE  AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE  OF  THE  DEPOSITARY  TO  THE  DEPOSITARY  OR  ANOTHER  NOMINEE  OF  THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         "UNLESS THIS  CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE
OF THE DEPOSITARY FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY  (AND ANY PAYMENT
HEREON  IS MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY),  ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON  IS  WRONGFUL  SINCE  THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

NO. _______                                              CUSIP NO. 939322 87 1

NUMBER OF CORPORATE PIES ________

                                              WASHINGTON MUTUAL, INC.

                                 CORPORATE PIES

         This  Corporate  PIES  Certificate  certifies  that  Cede & Co.  is the
registered  Holder  of the  number  of  Corporate  PIES set  forth  above.  Each
Corporate  PIES  consists of (i) the  beneficial  ownership by the Holder of one
share of Series H Preferred Stock (the "Preferred  Stock") of Washington Mutual,
Inc., a Washington corporation (the "Company"),  having a liquidation preference
of $50, subject to the Pledge of such Preferred Stock by such Holder pursuant to
the Pledge  Agreement,  and (ii) the rights and  obligations of the Holder under
one Purchase Contract with the Company.  All capitalized terms used herein which
are  defined in the  Purchase  Contract  Agreement  (as  defined on the  reverse
hereof) have the meaning set forth therein.

         Pursuant to the Pledge Agreement, the Preferred Stock constituting part
of each  Corporate  PIES  evidenced  hereby has been  pledged to the  Collateral
Agent,  for the benefit of the Company,  to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Corporate PIES.

         The Pledge  Agreement  provides  that all  payments of the  liquidation
preference with respect to any of the Pledged  Preferred Stock or cash dividends
on any Pledged Preferred Stock (as defined in the Pledge Agreement) constituting
part of the Corporate PIES received by the Securities Intermediary shall be paid
by wire  transfer in same day funds (i) in the case of (A) cash  dividends  with
respect to  Pledged  Preferred  Stock and (B) any  payments  of the  liquidation
preference with respect to any Preferred Stock or security  entitlements thereto
that have been released from the Pledge pursuant to the Pledge Agreement, to the
Agent to the account designated by the Agent, no later than 12:00 p.m., New York
City time,  on the  Business  Day such  payment is  received  by the  Securities
Intermediary  (provided  that in the  event  such  payment  is  received  by the
Securities Intermediary on a day that is not a Business Day or after 12:30 p.m.,
New York City time,  on a Business Day, then such payment shall be made no later
than 10:30 a.m.,  New York City time, on the next  succeeding  Business Day) and
(ii) in the case of Proceeds  from the  Remarketing  with  respect to any of the
Pledged Preferred stock or security  entitlements thereto, to the Company on the
Purchase  Contract  Settlement Date (as described herein) in accordance with the

                                       1
<PAGE>

terms  of  the  Pledge  Agreement,   in  full  satisfaction  of  the  respective
obligations of the Holders of the Corporate PIES of which such Pledged Preferred
Stock is a part under the Purchase  Contracts  forming a part of such  Corporate
PIES.  Dividends  on any  Preferred  Stock  forming  part  of a  Corporate  PIES
evidenced hereby,  which is payable quarterly in arrears on February 16, May 16,
August 16 and November 16 of each year, commencing February 16, 2001 (a "Payment
Date"),  shall,  subject  to receipt  thereof  by the Agent from the  Securities
Intermediary,  be  paid  to  the  Person  in  whose  name  this  Corporate  PIES
Certificate (or a Predecessor  Corporate PIES  Certificate) is registered at the
close of business on the Record Date for such Payment Date.

         Each Purchase  Contract  evidenced  hereby obligates the Holder of this
Corporate PIES  Certificate to purchase,  and the Company to sell, on August 16,
2002 (the "Purchase Contract  Settlement Date"), at a price equal to $50 in cash
(the "Stated Amount"),  a number of Common Shares, no par value ("Common Stock")
of the  Company and a number of  certificates  representing  partial  beneficial
interest in a Delaware  trust  which will be  entitled to receive the  Company's
portion of the proceeds,  if any, less certain expenses,  realized in connection
with certain litigation Company is prosecuting  against the federal  government.
("CPR  Certificates"),  equal to the Settlement Rate,  unless on or prior to the
Purchase Contract  Settlement Date there shall have occurred a Termination Event
or an Early Settlement with respect to the Corporate PIES of which such Purchase
Contract is a part, all as provided in the Purchase Contract  Agreement and more
fully described on the reverse hereof. The purchase price (the "Purchase Price")
for the shares of Common Stock and CPR Certificates  purchased  pursuant to each
Purchase Contract  evidenced  hereby, if not paid earlier,  shall be paid on the
Purchase Contract  Settlement Date by separate cash or by application of payment
received,  pursuant to the Remarketing, in respect of the liquidation preference
with respect to any Pledged  Preferred  Stock pledged to secure the  obligations
under such Purchase  Contract of the Holder of the Corporate  PIES of which such
Purchase Contract is a part.

         The  Company  shall  pay,  on each  Payment  Date,  in  respect of each
Purchase  Contract  forming part of a Corporate PIES evidenced  hereby an amount
(the "Contract Adjustment Payments") equal to (a) if a Reset Transaction has not
occurred,  0.75% per annum of the Stated Amount or (b) following the  occurrence
of a Reset Transaction, the Adjusted Contract Adjustment Payment Rate related to
such Reset  Transaction  until any such succeeding Reset Transaction shall occur
(computed on the basis of (i) for any full quarterly  period,  a 360-day year of
twelve  30-day  months and (ii) for any  period  shorter  than a full  quarterly
period,  a 30-day month and for periods less than a month,  the actual number of
days elapsed per 30-day  period).  Such Contract  Adjustment  Payments  shall be
payable  to the  Person in whose  name this  Corporate  PIES  Certificate  (or a
Predecessor  Corporate PIES  Certificate) is registered at the close of business
on the Record Date for such Payment Date.

         Dividends on the Preferred Stock and Contract  Adjustment Payments will
be  payable at the office of the Agent in The City of New York or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Corporate PIES Register.

         Reference  is hereby  made to the further  provisions  set forth on the
reverse hereof,  which further  provisions  shall for all purposes have the same
effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Agent by manual  signature,  this  Corporate PIES  Certificate  shall not be
entitled to any benefit  under the Pledge  Agreement  or the  Purchase  Contract
Agreement or be valid or obligatory for any purpose.


                                        2
<PAGE>





IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                    WASHINGTON MUTUAL, INC.

                                    By:   _____________________
                                          Name:
                                          Title:


                                    By:   _____________________
                                          Name:
                                          Title:


                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts
                                    evidenced hereby)

                                    By:  BANK ONE N.A. not individually but
                                    solely as Attorney-in-Fact of such Holder

                                    By:  BANK ONE N.A.,
                                         Name:
                                         Title:


Dated:

                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This  is one of the  Corporate  PIES  Certificates  referred  to in the
within mentioned Purchase Contract Agreement.


                                    By:  BANK ONE N.A.,
                                    as Purchase Contract Agent


                                    By:  _______________________________
                                         Authorized Officer


                 (FORM OF REVERSE OF CORPORATE PIES CERTIFICATE)

         Each  Purchase  Contract  evidenced  hereby is  governed  by a Purchase
Contract  Agreement,  dated as of August 10, 1999 (as may be  supplemented  from
time to time, the "Purchase Contract  Agreement"),  between the Company (through
its predecessor  entity, Bank United Corp.) and Bank One (under its former name,
The First National Bank of Chicago),  as Purchase  Contract Agent (including its
successors  hereunder,  the "Agent"),  to which Purchase Contract  Agreement and
supplemental  agreements  thereto  reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder  of the Agent,  the  Company,  and the  Holders and of the terms upon
which  the  Corporate  PIES  Certificates  are,  and  are  to be,  executed  and
delivered.

         Each Purchase  Contract  evidenced  hereby obligates the Holder of this
Corporate PIES Certificate to purchase, and the Company to sell, on the Purchase
Contract  Settlement  Date at a price equal to the Stated Amount (the  "Purchase
Price"),  a number of newly issued  shares of Common Stock and CPR  Certificates
per Purchase  Contract equal to the Settlement  Rate unless,  on or prior to the
Purchase Contract Settlement Date, there shall have occurred a Termination Event
with  respect to the  Security of which such  Purchase  Contract is a part.  The
"Settlement  Rate" is equal to (a) if the  Applicable  Market  Value (as defined
below)  is  equal to or  greater  than  $44.9250  (the  "Threshold  Appreciation

                                       3
<PAGE>

Price"), (i) 1.4469 shares of Common Stock and (ii) 1.1130 CPR Certificates, (b)
if the Applicable  Market Value is less than the Threshold  Appreciation  Price,
but is greater than $37.4375,  (i) the number of shares of Common Stock equal to
1.3  multiplied  times the result of the Stated Amount divided by the Applicable
Market Value and (ii) the number of CPR Certificates  equal to the Stated Amount
divided by the Applicable  Market Value, and (c) if the Applicable  Market Value
is less than or equal to  $37.4375,  (i) 1.7362  shares of Common Stock and (ii)
1.3356 CPR  Certificates,  in each case  subject to  adjustment  as  provided in
Section 5.6. No fractional shares of Common Stock or fractional CPR Certificates
will be issued  upon  settlement  of  Purchase  Contracts,  as  provided  in the
Purchase Contract Agreement.

         Each  Purchase  Contract  evidenced  hereby,  which is  settled  either
through Early  Settlement or Cash  Settlement,  shall obligate the Holder of the
related  Corporate  PIES to purchase at the Purchase  Price,  and the Company to
sell,  a number  of newly  issued  shares  of  Common  Stock  equal to the Early
Settlement Rate or the Settlement Rate, as applicable.

         The  "Applicable  Market  Value"  means  the sum of (a) 1.3  times  the
average of the Closing Price per share of Common Stock on each of the 20 Trading
Days ending on the third Trading Day immediately preceding the Purchase Contract
Settlement  Date and (b) the average of the Closing Price per CPR Certificate on
each  of the 20  Trading  Days  ending  on the  third  Trading  Day  immediately
preceding the Purchase  Contract  Settlement  Date.  The "Closing  Price" of the
Common Stock on any date of determination  means (i) the closing sale price (or,
if no closing  price is reported,  the last  reported  sale price) of the Common
Stock on the New York Stock  Exchange on such date,  (ii) if the Common Stock is
not listed for  trading on the New York  Stock  Exchange  on any such date,  the
closing sale price as reported in the composite  transactions  for the principal
United States securities exchange on which the Common Stock is so listed,  (iii)
if the Common Stock is not so reported, the last quoted bid price for the Common
Stock in the  over-the-counter  market as  reported  by the  National  Quotation
Bureau or similar  organization or (iv) if such bid price is not available,  the
average of the  mid-point  of the last bid and ask prices of the Common Stock on
such date  from at least  three  nationally  recognized  independent  investment
banking firms retained for this purpose by the Company.  The "Closing  Price" of
the CPR  Certificates  on any date of  determination  means (i) the closing sale
price (or, if no closing price is reported, the last reported sale price) of the
CPR  Certificates  on the Nasdaq  National  Market on such date, (ii) if the CPR
Certificates  are not listed for  trading on the Nasdaq  National  Market on any
such date, the closing sale price as reported in the composite  transactions for
the principal  United States  securities  exchange on which the CPR Certificates
are so  listed,  (iii) if the CPR  Certificates  are not so  reported,  the last
quoted  bid price for the CPR  Certificates  in the  over-the-counter  market as
reported by the National  Quotation  Bureau or similar  organization  or (iv) if
such bid price is not  available,  the average of the  mid-point of the last bid
and ask  prices  of the  CPR  Certificates  on such  date  from at  least  three
nationally  recognized  independent  investment  banking firms retained for this
purpose by the Company. A "Trading Day" means a day on which the Common Stock or
the CPR  Certificates,  as applicable,  (A) is not suspended from trading on any
national or regional  securities  exchange or  association  or  over-the-counter
market at the close of  business  and (B) has each  traded at least  once on the
national or regional  securities  exchange or  association  or  over-the-counter
market  that is the primary  market for the  trading of the Common  Stock or CPR
Certificates, as the case may be.

         In accordance with the terms of the Purchase  Contract  Agreement,  the
Holder of this  Corporate  PIES  Certificate  may pay the Purchase Price for the
shares of Common Stock and CPR Certificates  purchased pursuant to each Purchase
Contract  evidenced hereby by effecting a Cash Settlement or an Early Settlement
or a remarketing of the related Pledged  Preferred  Stock. A Holder of Corporate
PIES who does not  effect,  on or prior to 11:00 a.m.  New York City time on the
fifth Business Day immediately  preceding the Purchase Contract Settlement Date,
an effective  Cash  Settlement  or an Early  Settlement,  shall pay the Purchase
Price for the shares of Common Stock and CPR Certificates to be issued under the
related  Purchase  Contract from the proceeds of the sale of the related Pledged
Preferred  Stock  held by the  Collateral  Agent.  Such sale will be made by the
Remarketing  Agent  pursuant to the terms of the  Remarketing  Agreement  on the

                                       4
<PAGE>

third  Business  Day prior to the  Purchase  Contract  Settlement  Date.  If, as
provided in the Purchase  Contract  Agreement,  upon the  occurrence of a Failed
Remarketing the Collateral Agent, for the benefit of the Company,  exercises its
rights as a secured creditor with respect to the Pledged Preferred Stock related
to this Corporate  PIES  certificate,  any accrued and unpaid  dividends on such
Pledged Preferred Stock will become payable by the Company to the holder of this
Corporate PIES  Certificate in the manner provided for in the Purchase  Contract
Agreement.

         The Company  shall not be obligated to issue any shares of Common Stock
and  CPR  Certificates  in  respect  of  a  Purchase  Contract  or  deliver  any
certificates therefor to the Holder unless it shall have received payment of the
aggregate  purchase price for the shares of Common Stock and CPR Certificates to
be purchased thereunder in the manner herein set forth.

         Each Purchase Contract  evidenced hereby and all obligations and rights
of the Company and the Holder  thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination  Event, the Company shall give
written  notice to the  Agent and to the  Holders,  at their  addresses  as they
appear in the  Corporate  PIES  Register.  Upon and after  the  occurrence  of a
Termination  Event,  the  Collateral  Agent shall release the Pledged  Preferred
Stock forming a part of each  Corporate  PIES from the Pledge.  A Corporate PIES
shall  thereafter  represent the right to receive the Preferred  Stock forming a
part of such  Corporate  PIES in  accordance  with  the  terms  of the  Purchase
Contract Agreement and the Pledge Agreement.

         Under the terms of the Pledge Agreement,  the Agent will be entitled to
exercise the voting and any other  consensual  rights  pertaining to the Pledged
Preferred  Stock.  Upon  receipt of notice of any  meeting  at which  holders of
Preferred  Stock are  entitled  to vote or upon the  solicitation  of  consents,
waivers or proxies of holders of Preferred  Stock,  the Agent shall,  as soon as
practicable  thereafter,  mail  to the  Corporate  PIES  Holders  a  notice  (a)
containing such information as is contained in the notice or  solicitation,  (b)
stating  that each  Corporate  PIES  Holder on the record  date set by the Agent
therefor (which,  to the extent  possible,  shall be the same date as the record
date for  determining  the holders of Preferred Stock entitled to vote) shall be
entitled  to  instruct  the  Agent  as to  the  exercise  of the  voting  rights
pertaining to the Preferred Stock constituting a part of such Holder's Corporate
PIES and (c) stating the manner in which such  instructions  may be given.  Upon
the written request of the Corporate PIES Holders on such record date, the Agent
shall  endeavor  insofar  as  practicable  to  vote or  cause  to be  voted,  in
accordance  with the  instructions  set  forth  in such  requests,  the  maximum
aggregate  liquidation  preference of Preferred Stock as to which any particular
voting instructions are received.  In the absence of specific  instructions from
the  Holder of a  Corporate  PIES,  the Agent  shall  abstain  from  voting  the
Preferred Stock evidenced by such Corporate PIES.

         The Corporate PIES  Certificates  are issuable only in registered  form
and only in denominations  of a single Corporate PIES and any integral  multiple
thereof.  The transfer of any Corporate PIES  Certificate will be registered and
Corporate  PIES  Certificates  may be  exchanged  as  provided  in the  Purchase
Contract  Agreement.  The Corporate PIES  Registrar may require a Holder,  among
other  things,  to  furnish  appropriate  endorsements  and  transfer  documents
permitted  by the  Purchase  Contract  Agreement.  No  service  charge  shall be
required for any such registration of transfer or exchange,  but the Company and
the Agent may  require  payment  of a sum  sufficient  to cover any tax or other
governmental  charge  payable in  connection  therewith.  A holder who elects to
substitute a Treasury  Security for Preferred  Stock thereby  creating  Treasury
PIES,  shall be  responsible  for any fees or  expenses  payable  in  connection
therewith. Except as provided in the Purchase Contract Agreement, for so long as
the  Purchase  Contract  underlying  a Corporate  PIES  remains in effect,  such
Corporate PIES shall not be separable into its constituent parts, and the rights
and obligations of the Holder of such Corporate PIES in respect of the Preferred
Stock and Purchase Contract  constituting such Corporate PIES may be transferred
and  exchanged  only as a Corporate  PIES.  The holder of a  Corporate  PIES may
substitute for the Pledged  Preferred  Stock  securing its obligation  under the
related Purchase Contract Treasury  Securities in an aggregate  principal amount
equal to the aggregate liquidation  preference of the Pledged Preferred Stock in
accordance  with the terms of the  Purchase  Contract  Agreement  and the Pledge

                                       5
<PAGE>

Agreement.  From and after such Collateral Substitution,  the Security for which
such  Pledged  Treasury  Securities  secures the holder's  obligation  under the
Purchase  Contract shall be referred to as a "Treasury  PIES." A Holder may make
such Collateral Substitution only in integral multiples of 20 Corporate PIES for
20  Treasury  PIES.  Such  Collateral  Substitution  may  cause  the  equivalent
aggregate  amount of this  Certificate  to be increased or decreased;  provided,
however,  this  Corporate  PIES  Certificate  shall not represent more than ____
Corporate PIES. All such adjustments to the equivalent  amount of this Corporate
PIES  Certificate  shall be duly recorded by placing an appropriate  notation on
the Schedule attached hereto.

         A Holder of Treasury PIES may recreate  Corporate PIES by delivering to
the  Securities  Intermediary  Preferred  Stock  with an  aggregate  liquidation
preference  equal to the  aggregate  principal  amount of the  Pledged  Treasury
Securities  in exchange for the release of such Pledged  Treasury  Securities in
accordance  with the terms of the  Purchase  Contract  Agreement  and the Pledge
Agreement.

         The Company  shall pay, on each Payment Date,  the Contract  Adjustment
Payments  payable in respect of each  Purchase  Contract  to the Person in whose
name the  Corporate  PIES  Certificate  evidencing  such  Purchase  Contract  is
registered  at the close of business on the Record Date for such  Payment  Date.
Contract  Adjustment  Payments will be payable at the office of the Agent in The
City of New York or,  at the  option  of the  Company,  by check  mailed  to the
address of the  Person  entitled  thereto  at such  address as it appears on the
Corporate PIES Register.

         The Purchase  Contracts and all  obligations  and rights of the Company
and the Holders thereunder,  including,  without  limitation,  the rights of the
Holders  to  receive  and the  obligation  of the  Company  to pay any  Contract
Adjustment Payments, shall immediately and automatically terminate,  without the
necessity of any notice or action by any Holder,  the Agent or the Company,  if,
on or prior to the Purchase Contract  Settlement Date, a Termination Event shall
have  occurred.  Upon the occurrence of a Termination  Event,  the Company shall
promptly but in no event later than two Business  Days  thereafter  give written
notice to the Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Corporate PIES  Register.  Upon and after the occurrence of a
Termination  Event,  the Collateral Agent shall release the Preferred Stock from
the Pledge in accordance with the provisions of the Pledge Agreement.

         Subject to and upon  compliance  with the  provisions  of the  Purchase
Contract  Agreement,  at the option of the Holder  thereof,  Purchase  Contracts
underlying  Securities may be settled early (an "Early  Settlement") as provided
in the  Purchase  Contract  Agreement.  In order to exercise the right to effect
Early  Settlement  with  respect to any  Purchase  Contracts  evidenced  by this
Corporate PIES Certificate,  the Holder of this Corporate PIES Certificate shall
deliver this  Corporate  PIES  Certificate  to the Agent at the Corporate  Trust
Office duly  endorsed  for  transfer to the Company or in blank with the form of
Election  to Settle  Early set forth below duly  completed  and  accompanied  by
payment in the form of immediately  available  funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to (i) the product of
(A) the Stated Amount times (B) the number of Purchase Contracts with respect to
which the  Holder  has  elected to effect  Early  Settlement,  plus (ii) if such
delivery is made with respect to any Purchase  Contracts  during the period from
the close of business on any Record Date for any Payment  Date to the opening of
business  on such  Payment  Date,  an amount  equal to the  Contract  Adjustment
Payments  payable on such Payment Date with respect to such Purchase  Contracts.
Upon  Early  Settlement  of  Purchase  Contracts  by a  Holder  of  the  related
Securities,  the Pledged  Preferred Stock  underlying  such Securities  shall be
released  from the Pledge as  provided  in the Pledge  Agreement  and the Holder
shall be  entitled  to receive a number of shares of Common  Stock on account of
each  Purchase  Contract  forming  part of a  Corporate  PIES as to which  Early
Settlement is effected equal to the Early  Settlement Rate. The Early Settlement
Rate shall  initially  be equal to 1.4469  shares of Common Stock and 1.1130 CPR
Certificates  and shall be  adjusted  in the same manner and at the same time as
the Settlement Rate is adjusted as provided in the Purchase Contract Agreement.

                                       6
<PAGE>

         Upon registration of transfer of this Corporate PIES  Certificate,  the
transferee shall be bound (without the necessity of any other action on the part
of such  transferee,  except as may be  required  by the Agent  pursuant  to the
Purchase Contract Agreement), under the terms of the Purchase Contract Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be released
from the obligations  under the Purchase  Contracts  evidenced by this Corporate
PIES  Certificate.  The Company  covenants  and agrees,  and the Holder,  by its
acceptance hereof,  likewise covenants and agrees, to be bound by the provisions
of this paragraph.

         The  Holder  of this  Corporate  PIES  Certificate,  by its  acceptance
hereof,  authorizes  the Agent to enter into and perform  the  related  Purchase
Contracts  forming part of the Corporate PIES evidenced  hereby on its behalf as
its  attorney-in-fact,  expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
his obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement,  authorizes the Agent to enter into and perform the
Purchase  Contract  Agreement  and the  Pledge  Agreement  on its  behalf as its
attorney-in-fact,  and  consents  to the  Pledge of the Shares  underlying  this
Corporate PIES Certificate pursuant to the Pledge Agreement.  The Holder further
covenants  and agrees  that,  to the extent  and in the manner  provided  in the
Purchase Contract  Agreement and the Pledge Agreement,  but subject to the terms
thereof,  Proceeds  from the  Remarketing  with  respect  to any of the  Pledged
Preferred  Stock or security  entitlements  thereto in respect of the  aggregate
liquidation  preference of the Pledged  Preferred Stock on the Purchase Contract
Settlement  Date  shall  be paid  by the  Collateral  Agent  to the  Company  in
satisfaction of such Holder's  obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

         Subject to certain exceptions,  the provisions of the Purchase Contract
Agreement  may be amended  with the  consent of the Holders of a majority of the
Purchase Contracts.

         The  Purchase  Contracts  shall for all  purposes be  governed  by, and
construed in accordance with, the laws of the State of New York.

         The Company,  the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Corporate PIES  Certificate
is  registered  as the owner of the  Corporate  PIES  evidenced  hereby  for the
purpose of receiving  payments of dividends  payable  quarterly on the Preferred
Stock receiving  payments of Contract  Adjustment  Payments,  performance of the
Purchase  Contracts and for all other  purposes  whatsoever,  whether or not any
payments  in respect  thereof be overdue and  notwithstanding  any notice to the
contrary,  and  neither  the  Company,  the  Agent nor any such  agent  shall be
affected by notice to the contrary.

         The Purchase  Contracts  shall not,  prior to the  settlement  thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock or
a holder of CPR Certificates.

         A copy of the Purchase  Contract  Agreement is available for inspection
at the offices of the Agent.

                                       7
<PAGE>

                                  ABBREVIATIONS

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM -                    as tenants in common

UNIF GIFT MIN ACT -          ---------------Custodian---------------
                             (cust)                       (minor)
                             Under Uniform Gifts to Minors Act of
                             ---------------------------------------


TEN ENT -                    as tenants by the entireties

JT TEN -                     as joint tenants with right of
                             survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.
                             ---------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto________________________________________________________________________
____________________________________________________________________________
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)
============================================================================
____________________________________________________________________________
(Please  Print or Type Name and Address  Including  Postal Zip Code of Assignee)
the  within  Corporate  PIES  Certificates  and all  rights  thereunder,  hereby
irrevocably  constituting  and   appointing_____________________________________
attorney to  transfer  said  Corporate  PIES  Certificates  on the books of Bank
United Corp. with full power of substitution in the premises.
Dated: ___________________      _____________________________________________
                                Signature

                                            NOTICE:   The   signature   to  this
                                            assignment  must correspond with the
                                            name as it appears  upon the face of
                                            the    within     Corporate     PIES
                                            Certificates  in  every  particular,
                                            without alteration or enlargement or
                                            any change whatsoever.


Signature Guarantee: ___________________________________



                                       8
<PAGE>

                             SETTLEMENT INSTRUCTIONS

         The undersigned  Holder directs that a certificate for shares of Common
Stock and CPR Certificates  deliverable upon settlement on or after the Purchase
Contract  Settlement  Date of the Purchase  Contracts  underlying  the number of
Corporate PIES evidenced by this Corporate PIES Certificate be registered in the
name of, and  delivered,  together  with a check in payment  for any  fractional
share, to the undersigned at the address indicated below unless a different name
and address have been  indicated  below.  If shares are to be  registered in the
name of a  Person  other  than the  undersigned,  the  undersigned  will pay any
transfer tax payable incident thereto.


Dated: _______________________          _____________________________________
                                        Signature
                      Signature Guarantee: ________________
                                        (if assigned to another person)

If shares or CPR Certificates
are to be registered in the
name of and  delivered  to a Person  REGISTERED  HOLDER  other than the  Holder,
please (i) print such  Person's name and address and (ii) provide a guarantee of
your signature:



                                        Please   print   name  and   address  of
                                        Registered Holder:



-------------------------------------  -------------------------------------
                 Name                                    Name
-------------------------------------  -------------------------------------
                Address                                 Address
-------------------------------------  -------------------------------------
-------------------------------------  -------------------------------------
-------------------------------------  -------------------------------------


Social Security or other
Taxpayer Identification                 _____________________________________
Number, if any



                                       9
<PAGE>

                            ELECTION TO SETTLE EARLY

         The  undersigned  Holder  of this  Corporate  PIES  Certificate  hereby
irrevocably  exercises the option to effect Early  Settlement in accordance with
the terms of the  Purchase  Contract  Agreement  with  respect  to the  Purchase
Contracts  underlying  the number of Corporate  PIES evidenced by this Corporate
PIES  Certificate  specified  below.  The  undersigned  Holder  directs  that  a
certificate  for shares of Common Stock and CPR  Certificates  deliverable  upon
such Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional  share and any Corporate PIES  Certificate
representing any Corporate PIES evidenced hereby as to which Early Settlement of
the related  Purchase  Contracts  is not  effected,  to the  undersigned  at the
address  indicated below unless a different name and address have been indicated
below. Pledged Shares deliverable upon such Early Settlement will be transferred
in accordance with the transfer  instructions  set forth below. If shares are to
be  registered  in  the  name  of a  Person  other  than  the  undersigned,  the
undersigned will pay any transfer tax payable incident thereto.

Dated: ______________________           _____________________________________
                                                       Signature

Signature Guarantee: _____________________________________




         Number of Securities  evidenced  hereby as to which Early Settlement of
the related Purchase Contracts is being elected:



If shares of Common Stock or Corporate  REGISTERED  HOLDER PIES Certificates are
to be registered in the name of and  delivered to, and Pledged  Preferred  Stock
are to be  transferred  to, a Person  other than the Holder,  please  print such
Person's name and address:



                                        Please   print   name  and   address  of
                                        Registered Holder:



-------------------------------------  -------------------------------------
                 Name                                    Name
-------------------------------------  -------------------------------------
                Address                                 Address
-------------------------------------  -------------------------------------
-------------------------------------  -------------------------------------
-------------------------------------  -------------------------------------


Social Security or other
Taxpayer Identification
Number, if any                          _____________________________________
-------------------------------------------------------------------------------


                                       10
<PAGE>






Transfer  Instructions for Pledged Preferred Stock  Transferable Upon Early
Settlement or a Termination Event:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------



                                       11

<PAGE>






                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]
            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
The following increases or decreases in this Global Certificate have been made:


      Date          Amount of       Amount of      Number of     Signature of
                   decrease in     increase in        PIES        authorized
                    Number of       Number of     evidenced by    officer of
                       PIES           PIES            this        Trustee or
                   evidenced by   evidenced by       Global       Securities
                       the             the        Certificate      Custodian
                      Global         Global      following such
                   Certificate     Certificate    decrease or
                                    increase
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                                       12
<PAGE>

                                    Exhibit B

                        FACE OF TREASURY PIES CERTIFICATE

         "THIS  CERTIFICATE  IS A GLOBAL  CERTIFICATE  WITHIN THE MEANING OF THE
PURCHASE  CONTRACT  AGREEMENT  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR  A  NOMINEE  OF  THE  DEPOSITARY.   THIS   CERTIFICATE  IS  EXCHANGEABLE  FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE PURCHASE  CONTRACT
AGREEMENT  AND NO  TRANSFER OF THIS  CERTIFICATE  (OTHER THAN A TRANSFER OF THIS
CERTIFICATE  AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE  OF  THE  DEPOSITARY  TO  THE  DEPOSITARY  OR  ANOTHER  NOMINEE  OF  THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         "UNLESS THIS  CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE
OF THE DEPOSITARY FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY  (AND ANY PAYMENT
HEREON  IS MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY),  ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON  IS  WRONGFUL  SINCE  THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

NO.  _____                                               CUSIP NO. 939322 86 3

NUMBER OF TREASURY PIES _________

                                              WASHINGTON MUTUAL, INC.

                                  TREASURY PIES

         This  Treasury  PIES  Certificate  certifies  that  Cede  & Co.  is the
registered  Holder of the number of Treasury PIES set forth above. Each Treasury
PIES  consists  of (i) a  1/20  undivided  beneficial  ownership  interest  of a
Treasury Security having a principal amount at maturity equal to $1,000, subject
to the Pledge of such  Treasury  Security by such Holder  pursuant to the Pledge
Agreement,  and (ii) the rights and obligations of the Holder under one Purchase
Contract with Bank United Corp., a Delaware  corporation  (the  "Company").  All
capitalized  terms  used  herein  which are  defined  in the  Purchase  Contract
Agreement (as defined on the reverse hereof) have the meaning set forth therein.

         Pursuant to the Pledge Agreement,  the Treasury Securities constituting
part of each Treasury PIES evidenced  hereby have been pledged to the Collateral
Agent,  for the benefit of the Company,  to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Treasury PIES.

         Each Purchase  Contract  evidenced  hereby obligates the Holder of this
Treasury PIES Certificate to purchase,  and the Company,  to sell, on August 16,
2002 (the "Purchase Contract  Settlement Date"), at a price equal to $50 in cash
(the "Stated Amount"), a number of Common Shares, no par value ("Common Stock"),
of the Company equal to the Settlement Rate,  unless on or prior to the Purchase
Contract  Settlement  Date there shall have occurred a  Termination  Event or an
Early  Settlement  with  respect to the  Treasury  PIES of which  such  Purchase
Contract is a part, all as provided in the Purchase Contract  Agreement and more
fully  described on the reverse  hereof.  The  purchase  price for the shares of
Common Stock purchased  pursuant to each Purchase Contract  evidenced hereby, if
not paid  earlier,  shall be paid on the Purchase  Contract  Settlement  Date by
application of the Proceeds from the Treasury  Securities  pledged to secure the
obligations  under such Purchase  Contract in  accordance  with the terms of the
Pledge Agreement.

         The Company  shall pay on each Payment Date in respect of each Purchase
Contract evidenced hereby an amount (the "Contract  Adjustment  Payments") equal

                                       1
<PAGE>


to (a) if a Reset  Transaction  has not occurred,  0.75% per annum of the Stated
Amount or (b) following  the  occurrence  of a Reset  Transaction,  the Adjusted
Contract  Adjustment  Payment Rate related to such Reset  Transaction  until any
such succeeding Reset  Transaction shall occur (computed on the basis of (i) for
any full quarterly  period,  a 360-day year of twelve 30-day months and (ii) for
any period shorter than a full quarterly  period, a 30-day month and for periods
less than a month, the actual number of days elapsed per 30-day period),  as the
case may be. Such Contract Adjustment Payments shall be payable to the Person in
whose name this  Treasury  PIES  Certificate  (or a  Predecessor  Treasury  PIES
Certificate)  is registered at the close of business on the Record Date for such
Payment Date.

         Contract Adjustment Payments will be payable at the office of the Agent
in The City of New York or, at the option of the Company, by check mailed to the
address of the Person  entitled  thereto as such address appears on the Treasury
PIES Register.

         Reference  is hereby  made to the further  provisions  set forth on the
reverse hereof,  which further  provisions  shall for all purposes have the same
effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Agent by manual  signature,  this  Treasury  PIES  Certificate  shall not be
entitled to any benefit  under the Pledge  Agreement  or the  Purchase  Contract
Agreement or be valid or obligatory for any purpose.


                                       2
<PAGE>





         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed.


                                    WASHINGTON MUTUAL, INC.

                                    By:  _______________________________
                                         Name:
                                         Title:


                                    By:  _______________________________
                                         Name:
                                         Title:




                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts)

                                    By:  BANK ONE N.A., not individually but
                                    solely as Attorney-in-Fact of such Holder

                                    By:  _______________________________
                                         Name:
                                         Title:


Dated:

                                       3
<PAGE>




                      AGENT'S CERTIFICATE OF AUTHENTICATION

         This is one of the Treasury  PIES  referred to in the  within-mentioned
Purchase Contract Agreement.



                                  By:  BANK ONE N.A., as Purchase Contract Agent

                                  By:  ____________________________
                                  Authorized Officer



                                       4
<PAGE>

                     (REVERSE OF TREASURY PIES CERTIFICATE)

         Each  Purchase  Contract  evidenced  hereby is  governed  by a Purchase
Contract  Agreement,  dated as of August 10, 1999 (as may be  supplemented  from
time to time, the "Purchase Contract  Agreement"),  between the Company (through
its predecessor  entity, Bank United Corp.) and Bank One (under its former name,
The First National Bank of Chicago),  as Purchase  Contract Agent (including its
successors  thereunder,  herein  called  the  "Agent"),  to which  the  Purchase
Contract Agreement and supplemental  agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights,  obligations,
duties and immunities  thereunder of the Agent,  the Company and the Holders and
of the terms upon  which the  Treasury  PIES  Certificates  are,  and are to be,
executed and delivered.

         Each Purchase  Contract  evidenced  hereby obligates the Holder of this
Treasury PIES Certificate to purchase,  and the Company to sell, on the Purchase
Contract  Settlement  Date at a price equal to the Stated Amount (the  "Purchase
Price"),  a number of newly issued  shares of Common Stock and CPR  Certificates
per Purchase  Contract equal to the Settlement  Rate unless,  on or prior to the
Purchase Contract Settlement Date, there shall have occurred a Termination Event
with  respect to the  Security of which such  Purchase  Contract is a part.  The
"Settlement  Rate" is equal to (a) if the  Applicable  Market  Value (as defined
below)  is  equal to or  greater  than  $44.9250  (the  "Threshold  Appreciation
Price"), (i) 1.4469 shares of Common Stock and (ii) 1.1130 CPR Certificates, (b)
if the Applicable  Market Value is less than the Threshold  Appreciation  Price,
but is greater than $37.4375,  (i) the number of shares of Common Stock equal to
1.3  multiplied  times the result of the Stated Amount divided by the Applicable
Market Value and (ii) the number of CPR Certificates  equal to the Stated Amount
divided by the Applicable  Market Value, and (c) if the Applicable  Market Value
is less than or equal to  $37.4375,  (i) 1.7362  shares of Common Stock and (ii)
1.3356 CPR  Certificates,  in each case  subject to  adjustment  as  provided in
Section 5.6. No fractional shares of Common Stock or fractional CPR Certificates
will be issued  upon  settlement  of  Purchase  Contracts,  as  provided  in the
Purchase Contract Agreement.

         Each  Purchase  Contract  evidenced  hereby,  which is  settled  either
through Early  Settlement or Cash  Settlement,  shall obligate the Holder of the
related  Treasury  PIES to purchase at the  Purchase  Price,  and the Company to
sell,  a number  of newly  issued  shares  of  Common  Stock  equal to the Early
Settlement Rate or the Settlement Rate, as applicable.

         The  "Applicable  Market  Value"  means  the sum of (a) 1.3  times  the
average of the Closing Price per share of Common Stock on each of the 20 Trading
Days ending on the third Trading Day immediately preceding the Purchase Contract
Settlement  Date and (b) the average of the Closing Price per CPR Certificate on
each  of the 20  Trading  Days  ending  on the  third  Trading  Day  immediately
preceding the Purchase  Contract  Settlement  Date.  The "Closing  Price" of the
Common Stock on any date of determination  means (i) the closing sale price (or,
if no closing  price is reported,  the last  reported  sale price) of the Common
Stock on the New York Stock  Exchange on such date,  (ii) if the Common Stock is
not listed for  trading on the New York  Stock  Exchange  on any such date,  the
closing sale price as reported in the composite  transactions  for the principal
United States securities exchange on which the Common Stock is so listed,  (iii)
if the Common Stock is not so reported, the last quoted bid price for the Common
Stock in the  over-the-counter  market as  reported  by the  National  Quotation
Bureau or similar  organization or (iv) if such bid price is not available,  the
average of the  mid-point  of the last bid and ask prices of the Common Stock on
such date  from at least  three  nationally  recognized  independent  investment
banking firms retained for this purpose by the Company.  The "Closing  Price" of
the CPR  Certificates  on any date of  determination  means (i) the closing sale
price (or, if no closing price is reported, the last reported sale price) of the
CPR  Certificates  on the Nasdaq  National  Market on such date, (ii) if the CPR
Certificates  are not listed for  trading on the Nasdaq  National  Market on any
such date, the closing sale price as reported in the composite  transactions for
the principal  United States  securities  exchange on which the CPR Certificates
are so  listed,  (iii) if the CPR  Certificates  are not so  reported,  the last
quoted  bid price for the CPR  Certificates  in the  over-the-counter  market as

                                       5
<PAGE>

reported by the National  Quotation  Bureau or similar  organization  or (iv) if
such bid price is not  available,  the average of the  mid-point of the last bid
and ask  prices  of the  CPR  Certificates  on such  date  from at  least  three
nationally  recognized  independent  investment  banking firms retained for this
purpose by the Company. A "Trading Day" means a day on which the Common Stock or
the CPR  Certificates,  as applicable,  (A) is not suspended from trading on any
national or regional  securities  exchange or  association  or  over-the-counter
market at the close of  business  and (B) has each  traded at least  once on the
national or regional  securities  exchange or  association  or  over-the-counter
market  that is the primary  market for the  trading of the Common  Stock or CPR
Certificates, as the case may be.

         In accordance with the terms of the Purchase  Contract  Agreement,  the
Holder of this  Treasury  PIES  shall pay the  Purchase  Price for the shares of
Common Stock  purchased  pursuant to each  Purchase  Contract  evidenced  hereby
either  by  effecting  a Cash  Settlement  or an Early  Settlement  of each such
Purchase  Contract  or by applying a  principal  amount of the Pledged  Treasury
Securities  underlying such Holder's Treasury PIES equal to the Stated Amount of
such Purchase Contract to the purchase of the Common Stock. A Holder of Treasury
PIES who does not  effect,  on or prior to 11:00 a.m.  New York City time on the
Business Day immediately  preceding the Purchase  Contract  Settlement  Date, an
effective Cash Settlement or an Early  Settlement,  shall pay the Purchase Price
for the shares of Common Stock to be issued under the related Purchase  Contract
from the proceeds of the Pledged Treasury Securities.

         The Company  shall not be obligated to issue any shares of Common Stock
in respect of a Purchase  Contract or deliver any  certificates  therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased  thereunder  in the manner herein set
forth.

         Each Purchase Contract  evidenced hereby and all obligations and rights
of the Company and the Holder  thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination  Event, the Company shall give
written  notice to the  Agent and to the  Holders,  at their  addresses  as they
appear  in the  Treasury  PIES  Register.  Upon and after  the  occurrence  of a
Termination  Event,  the  Collateral  Agent shall  release the Pledged  Treasury
Securities (as defined in the Pledge Agreement)  forming a part of each Treasury
PIES.  A  Treasury  PIES shall  thereafter  represent  the right to receive  the
interest in the  Treasury  Security  forming a part of such  Treasury  PIES,  in
accordance  with the terms of the  Purchase  Contract  Agreement  and the Pledge
Agreement.

         The Treasury PIES Certificates are issuable only in registered form and
only in  denominations  of a  single  Treasury  PIES and any  integral  multiple
thereof.  The transfer of any Treasury PIES  Certificate  will be registered and
Treasury PIES Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Treasury PIES Registrar may require a Holder, among other things,
to furnish  appropriate  endorsements  and transfer  documents  permitted by the
Purchase  Contract  Agreement.  No service charge shall be required for any such
registration of transfer or exchange,  but the Company and the Agent may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection  therewith.  A Holder who elects to  substitute  Preferred
Stock for Treasury  Securities,  thereby  recreating  Corporate  PIES,  shall be
responsible for any fees or expenses associated therewith. Except as provided in
the Purchase Contract Agreement, for so long as the Purchase Contract underlying
a Treasury  PIES remains in effect,  such  Treasury  PIES shall not be separable
into its constituent parts, and the rights and obligations of the Holder of such
Treasury  PIES in respect of the Treasury  Security  and the  Purchase  Contract
constituting  such Treasury  PIES may be  transferred  and  exchanged  only as a
Treasury  PIES.  A Holder  of  Treasury  PIES  may  recreate  Corporate  PIES by
delivering to the Collateral Agent Preferred Stock with an aggregate liquidation
preference  equal to the aggregate  principal  amount at maturity of the Pledged
Treasury  Securities  in  exchange  for the  release  of such  Pledged  Treasury
Securities in accordance with the terms of the Purchase  Contract  Agreement and
the Pledge Agreement.  From and after such  substitution,  the Holder's Security
shall be referred to as an  "Corporate  PIES." Such  substitution  may cause the
equivalent  aggregate  principal  amount of this  Certificate to be increased or
decreased; provided, however, this Treasury PIES Certificate shall not represent

                                       6
<PAGE>

more than ____ Treasury PIES. All such  adjustments to the equivalent  aggregate
principal  amount of this  Treasury PIES  Certificate  shall be duly recorded by
placing an appropriate notation on the Schedule attached hereto.

         A Holder of a Corporate PIES may recreate a Treasury PIES by delivering
to the Collateral  Agent Treasury  Securities in an aggregate  principal  amount
equal to the aggregate liquidation  preference of the Pledged Preferred Stock in
exchange for the release of such Pledged  Preferred Stock in accordance with the
terms of the Purchase  Contract  Agreement  and the Pledge  Agreement.  Any such
recreation  of a Treasury PIES may be effected only in multiples of 20 Corporate
PIES for 20 Treasury PIES.

         The Company  shall pay, on each Payment Date,  the Contract  Adjustment
Payments  payable in respect of each  Purchase  Contract  to the Person in whose
name  the  Treasury  PIES  Certificate  evidencing  such  Purchase  Contract  is
registered  at the close of business on the Record Date for such  Payment  Date.
Contract  Adjustment  Payments will be payable at the office of the Agent in The
City of New York or,  at the  option  of the  Company,  by check  mailed  to the
address of the  Person  entitled  thereto  at such  address as it appears on the
Treasury PIES Register.

         The Purchase  Contracts and all  obligations  and rights of the Company
and the Holders thereunder,  including,  without  limitation,  the rights of the
Holders to receive and the obligation of the Company to pay Contract  Adjustment
Payments, shall immediately and automatically  terminate,  without the necessity
of any notice or action by any Holder, the Agent or the Company, if, on or prior
to the  Purchase  Contract  Settlement  Date,  a  Termination  Event  shall have
occurred. Upon the occurrence of a Termination Event, the Company shall promptly
but in no event later than two Business Days  thereafter  give written notice to
the Agent,  the  Collateral  Agent and the Holders,  at their  addresses as they
appear in the Treasury  PIES  Register.  Upon the  occurrence  of a  Termination
Event,  the  Collateral  Agent shall  release the Treasury  Securities  from the
Pledge in accordance with the provisions of the Pledge Agreement.

         Subject to and upon  compliance  with the  provisions  of the  Purchase
Contract  Agreement,  at the option of the Holder  thereof,  Purchase  Contracts
underlying  Securities may be settled early (an "Early  Settlement") as provided
in the  Purchase  Contract  Agreement.  In order to exercise the right to effect
Early  Settlement  with  respect to any  Purchase  Contracts  evidenced  by this
Treasury PIES the Holder of this Treasury  PIES  Certificate  shall deliver this
Treasury  PIES  Certificate  to the Agent at the  Corporate  Trust  Office  duly
endorsed  for  transfer  to the Company or in blank with the form of Election to
Settle Early set forth below duly  completed and  accompanied  by payment in the
form of  immediately  available  funds payable to the order of the Company in an
amount (the "Early Settlement Amount") equal to (i) the product of (A) $50 times
(B) the  number of  Purchase  Contracts  with  respect  to which the  Holder has
elected to effect  Early  Settlement,  plus (ii) if such  delivery  is made with
respect to any Purchase  Contracts  during the period from the close of business
on any Record  Date for any  Payment  Date to the  opening of  business  on such
Payment Date, an amount equal to the Contract  Adjustment  Payments payable,  if
any, on such Payment Date with respect to such  Purchase  Contracts.  Upon Early
Settlement  of Purchase  Contracts  by a Holder of the related  Securities,  the
Pledged  Treasury  Securities  underlying such Securities shall be released from
the Pledge as provided in the Pledge  Agreement and the Holder shall be entitled
to  receive  a number of shares of  Common  Stock on  account  of each  Purchase
Contract  forming  part of a  Treasury  PIES as to  which  Early  Settlement  is
effected equal to 1.4469 shares of Common Stock and 1.1130 CPR  Certificates per
Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall
be adjusted in the same  manner and at the same time as the  Settlement  Rate is
adjusted as provided in the Purchase Contract Agreement.

         Upon  registration of transfer of this Treasury PIES  Certificate,  the
transferee shall be bound (without the necessity of any other action on the part
of such  transferee,  except as may be  required  by the Agent  pursuant  to the
Purchase Contract Agreement), under the terms of the Purchase Contract Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be released
from the  obligations  under the Purchase  Contracts  evidenced by this Treasury
PIES  Certificate.  The Company  covenants  and agrees,  and the Holder,  by its

                                       7
<PAGE>

acceptance hereof,  likewise covenants and agrees, to be bound by the provisions
of this paragraph.

         The Holder of this Treasury PIES Certificate, by its acceptance hereof,
authorizes  the Agent to enter into and perform the related  Purchase  Contracts
forming  part  of the  Treasury  PIES  evidenced  hereby  on its  behalf  as its
attorney-in-fact,  expressly  withholds  any  consent to the  assumption  (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement,  authorizes the Agent to enter into and perform the
Purchase  Contract  Agreement  and the  Pledge  Agreement  on its  behalf as its
attorney-in-fact,  and  consents  to  the  Pledge  of  the  Treasury  Securities
underlying this Treasury PIES Certificate pursuant to the Pledge Agreement.  The
Holder  further  covenants  and  agrees,  that,  to the extent and in the manner
provided  in the  Purchase  Contract  Agreement  and the Pledge  Agreement,  but
subject to the terms  thereof,  payments in respect of the  aggregate  principal
amount of the Pledged Treasury  Securities on the Purchase  Contract  Settlement
Date shall be paid by the  Collateral  Agent to the Company in  satisfaction  of
such Holder's  obligations  under such  Purchase  Contract and such Holder shall
acquire no right, title or interest in such payments.

         Subject to certain exceptions,  the provisions of the Purchase Contract
Agreement  may be amended  with the  consent of the Holders of a majority of the
Purchase Contracts.

         The  Purchase  Contracts  shall for all  purposes be  governed  by, and
construed in accordance with, the laws of the State of New York.

         The Company,  the Agent and its Affiliates and any agent of the Company
or the Agent may treat the Person in whose name this Treasury  PIES  Certificate
is registered as the owner of the Treasury PIES evidenced hereby for the purpose
of receiving payments of interest on the Treasury Securities, receiving payments
of Contract Adjustment  Payments,  performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Agent nor any such agent shall be affected by notice to the contrary.

         The Purchase  Contracts  shall not,  prior to the  settlement  thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock or
CPR Certificates.

         A copy of the Purchase  Contract  Agreement is available for inspection
at the offices of the Agent.


                                       8
<PAGE>





                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this  instrument,  shall be  construed  as though they were  written out in full
according to applicable laws or regulations:


TEN COM -                    as tenants in common


UNIF GIFT MIN ACT -          ---------------Custodian---------------
                             (cust)                        (minor)
                             Under Uniform Gifts to Minors Act of______
                             ------------------------------------------


TEN ENT -                    as tenants by the entireties

JT TEN -                     as joint tenants with right of
                             survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
                        ---------------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto_____________________________________________________________
_____________________________________________________________________________
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)
-----------------------------------------------------------------------------
_____________________________________________________________________________
(Please  Print or Type Name and Address  Including  Postal Zip Code of Assignee)
the  within  Treasury  PIES  Certificates  and  all  rights  thereunder,  hereby
irrevocably  constituting  and  appointing______________________________________
attorney to transfer said Treasury PIES Certificates on the books of Bank United
Corp. with full power of substitution in the premises.



Dated: ___________________      ______________________________________________
                                Signature

                                NOTICE:  The signature to this  assignment  must
                                correspond  with the name as it appears upon the
                                face of the within Treasury PIES Certificates in
                                every   particular,    without   alteration   or
                                enlargement or any change whatsoever.


Signature Guarantee: ___________________________________



                                       9
<PAGE>





                             SETTLEMENT INSTRUCTIONS

     The  undersigned  Holder  directs that a  certificate  for shares of Common
Stock deliverable upon settlement on or after the Purchase  Contract  Settlement
Date of the Purchase Contracts  underlying the number of Treasury PIES evidenced
by this Treasury PIES  Certificate  be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned at
the  address  indicated  below  unless a different  name and  address  have been
indicated  below.  If shares are to be  registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.


Dated: _______________________          _____________________________________
                                        Signature
                                        Signature Guarantee:_________________
                                        (if assigned to another person)


If shares and CPR Certificates
are to be registered in the
name of and  delivered  to a Person  REGISTERED  HOLDER  other than the  Holder,
please (i) print such  Person's name and address and (ii) provide a guarantee of
your signature:


                                        Please   print   name  and   address  of
                                        Registered Holder:


-------------------------------------   -------------------------------------
                 Name                                    Name
-------------------------------------   -------------------------------------
                Address                                 Address
-------------------------------------   -------------------------------------
-------------------------------------   -------------------------------------
-------------------------------------   -------------------------------------


Social Security or other
Taxpayer Identification                 __________________________Number, if any



                                       10
<PAGE>

                            ELECTION TO SETTLE EARLY

     The  undersigned  Holder  of this  Treasury  PIES  Certificate  irrevocably
exercises the option to effect Early  Settlement in accordance with the terms of
the  Purchase  Contract   Agreement  with  respect  to  the  Purchase  Contracts
underlying  the  number  of  Treasury  PIES  evidenced  by  this  Treasury  PIES
Certificate  specified  below.  The  option to effect  Early  Settlement  may be
exercised only with respect to Purchase Contracts  underlying Treasury PIES with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof.  The
undersigned  Holder  directs  that a  certificate  for  shares of  Common  Stock
deliverable  upon  such  Early  Settlement  be  registered  in the name of,  and
delivered,  together  with a check in payment for any  fractional  share and any
Treasury PIES Certificate  representing any Treasury PIES evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address  indicated  below unless a different name and address
have been indicated  below.  Pledged Treasury  Securities  deliverable upon such
Early   Settlement   will  be  transferred  in  accordance   with  the  transfer
instructions  set forth below.  If shares are to be  registered in the name of a
Person other than the  undersigned,  the  undersigned  will pay any transfer tax
payable incident thereto.


Dated: ______________________           _____________________________________
                                                       Signature

Signature Guarantee: _____________________________________



                                       11
<PAGE>

         Number of Securities  evidenced  hereby as to which Early Settlement of
the related Purchase Contracts is being elected:


If shares of Common Stock of                REGISTERED HOLDER
Treasury PIES Certificates are to
be registered in the name of and
delivered to and Pledged Treasury
Securities are to be  transferred
to a Person other than the Holder,
please  print such Person's name
and address:


                                        Please   print   name  and   address  of
                                        Registered Holder:


-------------------------------------   -------------------------------------
                 Name                                    Name
-------------------------------------   -------------------------------------
                Address                                 Address
-------------------------------------   -------------------------------------
-------------------------------------   -------------------------------------
-------------------------------------   -------------------------------------
Social Security or other
Taxpayer Identification
Number, if any                          _____________________________________


Transfer Instructions for Pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:



                                       12
<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
The following increases or decreases in this Global Certificate have been made:



      Date          Amount of       Amount of      Number of     Signature of
                   decrease in     increase in        PIES        authorized
                    Number of       Number of     evidenced by    officer of
                       PIES           PIES            this        Trustee or
                   evidenced by   evidenced by       Global       Securities
                       the             the        Certificate      Custodian
                      Global         Global      following such
                   Certificate     Certificate    decrease or
                                    increase
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
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----------------- --------------- -------------- --------------- --------------
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----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
----------------- --------------- -------------- --------------- --------------
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----------------- --------------- -------------- --------------- --------------
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                                       13
<PAGE>

                                    EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

Bank One N.A.
Attention:

         Re:    ________ PIES of Washington Mutual, Inc. (the "Company")

         The undersigned Holder hereby notifies you that it has delivered to The
Bank of New York,  as  Securities  Intermediary,  for  credit to the  Collateral
Account, $______ aggregate liquidation preference of [Preferred Stock] [Treasury
Securities]  in exchange for the [Pledged  Preferred  Stock]  [Pledged  Treasury
Securities]  held in the  Collateral  Account,  in  accordance  with the  Pledge
Agreement,  dated as of August 10, 1999,  as amended  (the  "Pledge  Agreement";
unless otherwise defined herein,  terms defined in the Pledge Agreement are used
herein as defined therein), among you (under your prior name, The First National
Bank of Chicago),  the Company  (through  its  predecessor  entity,  Bank United
Corp.),  the Collateral Agent and the Securities  Intermediary.  The undersigned
Holder has paid all applicable  fees relating to such exchange.  The undersigned
Holder hereby  instructs you to instruct the Collateral  Agent to release to you
on behalf of the  undersigned  Holder the  [Pledged  Preferred  Stock]  [Pledged
Treasury Securities] related to such [Corporate PIES] [Treasury PIES].



Date: _______________________           ____________________________________
                                                       Signature
                                        Signature Guarantee:____________________

Please print name and address of Registered Holder:


------------------------------------    ------------------------------------
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any
Address

------------------------------------

------------------------------------

------------------------------------

                                       14
<PAGE>

                                    EXHIBIT D

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)
[HOLDER]
--------------------
Attention:
Telecopy: __________

Re: __________ PIES of Washington Mutual, Inc. (the "Company")

         Please refer to the Purchase Contract Agreement, dated as of August 10,
1999, as amended (the "Purchase  Contract  Agreement";  unless otherwise defined
herein,  terms  defined in the Purchase  Contract  Agreement  are used herein as
defined  therein),  among the Company and the undersigned,  as Purchase Contract
Agent and as attorney-in-fact for the holders of PIES from time to time.

         We hereby  notify you that a  Termination  Event has  occurred and that
[the  Preferred  Stock][the  Treasury  Securities]   underlying  your  ownership
interest in _____  [Corporate  PIES][Treasury  PIES] have been  released and are
being held by us for your account pending receipt of transfer  instructions with
respect  to  such   [Preferred   Stock][Treasury   Securities]   (the  "Released
Securities").

         Pursuant to Section 3.15 of the Purchase Contract Agreement,  we hereby
request written transfer  instructions with respect to the Released  Securities.
Upon receipt of your  instructions  and upon  transfer to us of your  [Corporate
PIES][Treasury  PIES] effected  through  book-entry or by delivery to us of your
[Corporate PIES Certificate][Treasury  PIES Certificate],  we shall transfer the
Released Securities by book-entry transfer, or other appropriate procedures,  in
accordance with your instructions. In the event you fail to effect such transfer
or delivery,  the Released  Securities and any [dividends]  [interest]  thereon,
shall be held in our name,  or a nominee in trust for your  benefit,  until such
time as such [Corporate  PIES][Treasury PIES] are transferred or your [Corporate
PIES  Certificate][Treasury  PIES  Certificate]  is surrendered or  satisfactory
evidence  is  provided  that your  [Corporate  PIES  Certificate][Treasury  PIES
Certificate]   has  been   destroyed,   lost  or  stolen,   together   with  any
indemnification that we or the Company may require.

Date:_________________          By:   BANK ONE N.A.
                                      -----------------------------------
                                      Name:
                                      Title:



                                       15
<PAGE>


                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

BANK ONE N.A.
Attention:

Re:  ________ PIES of Washington Mutual, Inc. (the "Company")

         The undersigned  Holder hereby  irrevocably  notifies you in accordance
with  Section 5.4 of the  Purchase  Contract  Agreement,  dated as of August 10,
1999, as amended (the "Purchase  Contract  Agreement";  unless otherwise defined
herein,  terms  defined in the Purchase  Contract  Agreement  are used herein as
defined  therein),  between the Company  (through its predecessor  entity,  Bank
United Corp.) and yourself  (under your prior name,  The First  National Bank of
Chicago),  as Purchase Contract Agent and as Attorney-in-Fact for the Holders of
the Purchase  Contracts,  that such Holder has elected to pay to the  Securities
Intermediary  for deposit in the Collateral  Account,  on or prior to 11:00 a.m.
New York City  time,  on the  [fifth  Business  Day][Business  Day]  immediately
preceding the Purchase  Contract  Settlement Date (in lawful money of the United
States  by  certified  or  cashiers'  check  or wire  transfer,  in  immediately
available  funds),  $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company  under the related  Purchase  Contract on
the Purchase Contract  Settlement Date. The undersigned  Holder hereby instructs
you to notify promptly the Collateral Agent of the undersigned Holder's election
to make such cash settlement with respect to the Purchase  Contracts  related to
such Holder's [Corporate PIES] [Treasury PIES].


Date: _______________________       ____________________________________
                                    Signature
                                    Signature Guarantee:____________________


Please print name and address of Registered Holder:




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<PAGE>


                                    EXHIBIT F

                       NOTICE FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                 (Payment of Purchase Contract Settlement Price)

The Bank of New York
Attention: Corporate Trust Administration
Telecopy: 212-815-5915

Re:  __________ PIES of Washington Mutual, Inc. (the "Company")

         Please refer to the Purchase Contract  Agreement dated as of August 10,
1999, as amended (the "Purchase  Contract  Agreement";  unless otherwise defined
herein,  terms  defined in the Purchase  Contract  Agreement  are used herein as
defined  therein),  between the Company  (through its predecessor  entity,  Bank
United Corp.) and the undersigned (under its prior name, The First National Bank
of Chicago),  as Purchase Contract Agent and as attorney-in-fact for the holders
of PIES from time to time.

         In accordance with Section 5.4 of the Purchase Contract  Agreement and,
based on instructions  and Cash  Settlements  received from Holders of Corporate
PIES as of 11:00 a.m,  [DATE  (fifth  Business  Day  immediately  preceding  the
Purchase Contract  Settlement Date)], we hereby notify you that [_____ shares of
Preferred Stock] are to be tendered for purchase in the Remarketing.
Date:__________________
                                            By:  BANK ONE N.A.
                                      ----------------------------------------
                                      Name:
                                      Title:


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