ARTICLES OF AMENDMENT TO
Exhibit 4.1
ARTICLES OF AMENDMENT
TO
BANKUNITED FINANCIAL CORPORATION
| 1. | The name of the Corporation is BankUnited Financial Corporation (the “Corporation”). |
| 2. | The amendments adopted amend the Statement of Designation of the Series I Class A Common Stock and Class B Common Stock of the Corporation. |
| a. | The second paragraph of the Statement of Designation of the Series I Class A Common Stock and Class B Common Stock of the Corporation shall provide in its entirety as follows: |
WHEREAS, the Board of Directors of the Corporation desires to (i) establish a series of the Class A Common Stock, designating such series “Series I Class A Common Stock,” (ii) allocate 50,000,000 shares of the authorized Class A Common Stock to the Series I Class A Common Stock, (iii) fix and determine the relative rights and preferences of the shares of the Series I Class A Common Stock, and (iv) fix and determine the conversion rights of the Class B Stock;
| b. | Paragraph (1) of Section I of the Statement of Designation of the Series I Class A Common Stock of the Corporation shall provide in its entirety as follows: |
I. Designation, Allocation and Rights of Series I Class A Common Stock.
(1) Designation and Allocation. 50,000,000 of the 60,000,000 shares of Class A Common Stock authorized by the Articles of Incorporation of the Corporation hereby are determined to be and shall be of a series designated as Series I Class A Common Stock (herein called “Series I Class A Stock”).
| 3. | These amendments were duly adopted by the Board of Directors of the Corporation on March 24, 2004. |
| 4. | No shareholder action was required to adopt the amendments. |
IN WITNESS WHEREOF, these Articles of Amendment have been executed on behalf of the Corporation by the undersigned on this 24th day of March, 2004.
| BANKUNITED FINANCIAL CORPORATION |
| By: /s/ Lawrence H. Blum |
| Lawrence H. Blum |
