WASHINGTON MUTUAL INC (Form: S-8 POS, Received: 02/20/2001 11:27:37)

Registration No. 333-47308

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)

         Washington                    6036                      91-1653725
(State or other jurisdiction   (Primary Standard              (I.R.S. Employer
of incorporation or            Industrial Classification     Identification No.)
organization)                  Code Number)

                                1201 Third Avenue
                            Seattle, Washington 98101
               (Address of Principal Executive Offices)(Zip Code)

Bank United Corp. 1996 Stock Incentive Plan
Bank United Corp. 1999 Stock Incentive Plan
Bank United Corp. 2000 Stock Incentive Plan
(Full title of the plan)

Fay L. Chapman
Executive Vice President and General Counsel
1201 Third Avenue
Seattle, Washington 98101
(206) 461-2000
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
David R. Wilson
Heller Ehrman White & McAuliffe LLP
6100 Columbia Center, 701 Fifth Avenue
Seattle, Washington 98104
(206) 447-0900

EXPLANATORY NOTE

The shares subject to this Post-Effective Amendment on Form S-8 to Form S-4 are issuable upon exercise of outstanding options under the Bank United Corp. ("Bank United") 1996 Stock Incentive Plan (the "1996 Bank United Plan"), the Bank United 1999 Stock Incentive Plan (the "1999 Bank United Plan") and the Bank United 2000 Stock Incentive Plan (the "2000 Bank United Plan"). The 1996 Bank United Plan, the 1999 Bank United Plan and the 2000 Bank United Plan are sometimes collectively referred to as the "Bank United Plans". The registrant has assumed the outstanding obligations under the Bank United Plans as successor to Bank United by reason of merger of Bank United into the Registrant. 4,407,119 shares of the Registrant's common stock are issuable under the Bank United Plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The shares being registered are issuable upon exercise of outstanding options under plans of Bank United Corp. ("Bank United") which are being assumed by Washington Mutual, Inc. as part of the merger of Bank United into Washington Mutual, Inc. The terms of the existing Bank United plans will remain unchanged except that Washington Mutual, Inc. shares will be issued in lieu of Bank United shares.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Washington Mutual, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement:

(1) Annual Report on Form 10-K for the year ended December 31, 1999 (the "1999 Washington Mutual 10-K");

(2) Quarterly Reports on Form 10-Q for the quarter ended March 31, 2000, for the quarter ended June 30, 2000, and for the quarter ended September 30, 2000;

(3) Current Reports on Form 8-K dated January 20, 2000; April 4, 2000; April 21, 2000; July 21, 2000; August 21, 2000 (two reports on that date); October 19, 2000; January 8, 2001; January 17, 2001; January 18, 2001; and January 22, 2001;

(4) The description of Registrant's Common Stock, no par value, contained in Item 5 of Registrant's Current Report on Form 8-K dated November 29, 1994; and

(5) The description of Registrant's Shareholder Rights Plan contained in Item 1 of Registrant's Registration Statement on Form 8-A dated January 8, 2001.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

As of February 14, 2001, Heller Ehrman White & McAuliffe LLP and individual attorneys at the firm who participated in this transaction owned or possessed options to acquire an aggregate 13,179 shares of the common stock of Registrant.

Item 6. Indemnification of Directors and Officers.

Section 23B.08.320 of the Washington Business Corporation Act (the "Corporation Act") provides that the personal liability of directors to a corporation imposed by Section 23B.08.310 of the Corporation Act may be eliminated by the articles of incorporation of the corporation, except in the case of acts or omissions involving certain types of conduct. At Article XIII of its Restated Articles of Incorporation, the Registrant has elected to eliminate the liability of directors to the Registrant to the extent permitted by law. Thus, a director of the Registrant is not personally liable to the Registrant or its shareholders for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for conduct violating Section 23B.08.310 of the Corporation Act, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If Washington law is amended to authorize corporate action that further eliminates or limits the liability of directors, then the liability of Washington Mutual directors will be eliminated or limited to the fullest extent permitted by Washington law, as so amended.

Section 23B.08.560 of the Corporation Act provides that if authorized by (i) the articles of incorporation, (ii) a bylaw adopted or ratified by the shareholders, or (iii) a resolution adopted or ratified, before or after the event, by the shareholders, a corporation will have the power to indemnify directors made party to a proceeding, or to obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations on indemnification contained in Sections 23B.08.510 through 23B.08.550 of the Corporation Act.

Pursuant to Article X of Washington Mutual's Restated Articles of Incorporation and Article VIII of Washington Mutual's Bylaws, Washington Mutual must, subject to certain exceptions, indemnify and defend its directors against any expense, liability or loss arising from or in connection with any actual or threatened action, suit or proceeding relating to service for or at the request of Washington Mutual, including without limitation, liability under the Securities Act. Washington Mutual is not permitted to indemnify a director from or on account of acts or omissions of such director which are finally adjudged to be intentional misconduct, or from or on account of conduct in violation of RCW 23B.08.310, or a knowing violation of the law from or on account of any transaction with respect to which it is finally adjudged that such director received a benefit in money, property or services to which he or she was not entitled. If Washington law is amended to authorize further indemnification of directors, then Washington Mutual directors shall be indemnified to the fullest extent permitted by Washington law, as so amended. Also, pursuant to Article VIII of Washington Mutual's Bylaws, Washington Mutual may, by action of the Washington Mutual Board, provide indemnification and pay expenses to officers, employees and agents of Washington Mutual or another corporation, partnership, joint venture, trust or other enterprise with the same scope and effect as above described in relation to directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Washington Mutual pursuant to the provisions described above, Washington Mutual has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Bank United 1996 Stock Incentive Plan (incorporated by reference to Bank United's Registration Statement filed on Form S-1 on July 25, 1996).

4.2 Form of the Bank United 1999 Stock Incentive Plan.

4.3 Form of the Bank United 2000 Stock Incentive Plan..

4.4 Restated Articles of Incorporation of the Registrant (incorporated by reference to Washington Mutual, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).

4.5 Rights Agreement, dated as of December 20, 2000, between Registrant and Mellon Investor Services as Rights Agent (incorporated by reference to Washington Mutual, Inc. Registration Statement on Form 8-A dated January 8, 2001).

4.6      The  registrant  agrees to furnish the Securities and Exchange
         Commission,  upon  request,  with  copies  of all  instruments
         defining the rights of holders of long-term debt of registrant
         and its consolidated subsidiaries.

5        Opinion of Heller Ehrman White & McAuliffe LLP (previously
         filed)

23.1     Consent of Heller Ehrman White & McAuliffe LLP (included as
         part of the previously filed Opinion of Heller Ehrman
         White & McAuliffe)

23.2     Consent of Deloitte & Touche LLP

23.3     Consent of KPMG LLP

24       Power of Attorney (previously filed)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington on this 14th day of February, 2001.

WASHINGTON MUTUAL, INC.

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

POWER OF ATTORNEY

               *                                          *
---------------------------------           ----------------------------
Kerry K. Killinger                          William A. Longbrake
Chairman, President and                     Executive Vice President and
Chief Executive Officer; Director           Chief Financial Officer
(Principal Executive Officer)               (Principal Financial Officer)

               *                            /s/ Robert H. Miles
----------------------------                ----------------------------
Philip D. Matthews                          Robert H. Miles
Director                                    Senior Vice President and Controller
                                            (Principal Accounting Officer)

               *                                          *
----------------------------                ----------------------------
Douglas P. Beighle                          William P. Gerberding
Director                                    Director

               *                                          *
----------------------------                ----------------------------
David Bonderman                             Enrique Hernandez, Jr.
Director                                    Director

                                                          *
----------------------------                ----------------------------
J. Taylor Crandall                          Mary E. Pugh
Director                                    Director

               *                                          *
----------------------------                ----------------------------
Roger H. Eigsti                             Michael K. Murphy
Director                                    Director

               *
----------------------------                ----------------------------
John W. Ellis                               William G. Reed, Jr.
Director                                    Director

               *                                          *
----------------------------                ----------------------------
Anne V. Farrell                             James H. Stever
Director                                    Director

                                                          *
----------------------------                ----------------------------
Stephen E. Frank                            Willis B. Wood, Jr.
Director                                    Director

               *                                          *
----------------------------                ----------------------------
Elizabeth A. Sanders                        William D. Schulte
Director                                    Director


/s/ Fay L. Chapman
----------------------------
Fay L. Chapman
Attorney in Fact

INDEX TO EXHIBITS

Exhibit           Description

4.1               Bank United 1996 Stock Incentive Plan (incorporated
                  by reference to Bank United's Registration Statement
                  filed on Form S-1 on July 25, 1996).

4.2               Form of the Bank United 1999 Stock Incentive Plan.

4.3               Form of the Bank United 2000 Stock Incentive Plan..

4.4               Restated Articles of Incorporation of the Registrant
                  (incorporated by reference to Washington Mutual, Inc.
                  Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 1999).

4.5               Rights  Agreement,  dated as of  December  20,  2000,
                  between  Registrant and Mellon  Investor  Services as
                  Rights Agent (incorporated by reference to Washington
                  Mutual, Inc. Registration Statement on Form 8-A dated
                  January 8, 2001).

4.6               The registrant agrees to furnish the Securities and
                  Exchange Commission, upon request, with copies of all
                  instruments defining the rights of holders of
                  long-term debt of registrant and its consolidated
                  subsidiaries.

5                 Opinion of Heller Ehrman White & McAuliffe LLP
                  (previously filed)

23.1              Consent of Heller Ehrman White & McAuliffe LLP
                  (included as part of the previously filed Opinion of
                  Heller Ehrman White & McAuliffe)

23.2              Consent of Deloitte & Touche LLP

23.3              Consent of KPMG LLP

24                Power of Attorney (previously filed)

EXHIBIT 4.2                Bank United Corp. 1999 Stock Incentive Plan

EXHIBIT 4.3                Bank United Corp. 2000 Stock Incentive Plan

EXHIBIT 23.2               Consent of Deloitte & Touche LLP

EXHIBIT 23.3               Consent of KPMG LLP

BANK UNITED CORP.

1999 STOCK INCENTIVE PLAN

S1. PURPOSE: DEFINITIONS

The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers and employees and to provide the Company and its subsidiaries with a stock plan providing incentives more directly linked to the profitability of the Company businesses and increases in shareholder value.

For purposes of the Plan, the following terms are defined as set forth below:

a. "Affiliate" means a corporation or other entity controlled by the Company and designated by the Committee from time to time as such.

b. "Award" means a Stock Appreciation Right, Stock Option, Restricted Stock or Performance Units.

c. "Award Cycle" shall mean a period of consecutive fiscal years or portions thereof designated by the Committee over which Performance Units are to be earned.

d. "Board" means the Board of Directors of the Company .

e. "Cause" means (1) conviction of a Participant for committing a felony under federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling a Participant's employment duties or (3) willful and deliberate failure on the part of a Participant to perform his employment duties in any material respect, or such other events as shall be determined by the Committee in its good faith discretion. The Committee shall have the sole discretion to determine whether "Cause" exists, and its determination shall be final.

f. "Change in Control" and "Change in Control Price" have the meanings set forth in Sections 10(b) and (c), respectively.

g. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

h. "Commission" means the Securities and Exchange Commission or any successor agency.

i. "Committee" means the Committee referred to in Section 2.

j. "Common Stock" means Class A common stock, par value $.01 per share, of the Company .

k. "Company " means Bank United Corp., a Delaware corporation.

m. "Disability" means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan.

n. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

o. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations thereunder.

p. "Fair Market Value" means, as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on NASDAQ. If there is no regular public trading market for such common stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.

r. "Non-Employee Director" means a member of the Board who qualifies as a Non-Employee Director as defined in Rule 16b-3(b)(3), as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.

s. "NonQualified Stock Option" means any stock option that is not an "incentive stock option" within the meaning of section 422 of the Code.

t. "Participant" means an officer, employee or consultant of the Company who is eligible to participate under Section 4 and who has been granted an Award by the Committee.

u. "Performance Goals" means the performance goals established by the Committee in connection with the grant of Restricted Stock or Performance Units.

v. "Performance Units" means an award made pursuant to Section 8.

w. "Plan" means the Bank United Corp. 1999 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.

x. "Restricted Stock" means an award granted under Section 7.

y. "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

dd. "Stock Appreciation Right" means a right granted under Section 6.

ee. "Stock Option" means an option granted under Section 5 which can only be a NonQualified Stock Option.

ff. "Termination of Employment" means the termination of the Participant's employment with the Company and any subsidiary or Affiliate. A Participant employed by a subsidiary or an Affiliate shall also be deemed to incur a Termination of Employment if the subsidiary or Affiliate ceases to be such a subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter become an employee of the Company or another subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its subsidiaries and Affiliates shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

S2. ADMINISTRATION

The Plan shall be administered by the Compensation Committee or such other committee of the Board as the Board may from time to time designate (the "Committee"), which shall be composed of not less than two Non-Employee Directors, each of whom shall be an "outside director" for purposes of Section 162(m)(4) of the Code, and shall be appointed by and serve at the pleasure of the Board.

The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to officers, employees and consultants of the Company and its subsidiaries and Affiliates.

Among other things, the Committee shall have the authority, subject to the terms of the Plan:

(a) To select the officers, employees and consultants to whom Awards may from time to time be granted;

(b) To determine whether and to what extent Stock Options, Stock Appreciation Rights, Restricted Stock and Performance Units or any combination thereof are to be granted hereunder;

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(d) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject to
Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine;

(e) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;

(f) To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred; and

(g) To determine under what circumstances an Award may be settled in cash or Common Stock under sections 5(j), 6(b)(ii) and 8(b)(v).

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan

The Committee may act only by a majority of its members then in office, except that the members thereof may (i) delegate to an officer of the Company the authority to make decisions pursuant to paragraphs
(c), (f), (g), (h) and (i) of Section 5 (provided that no such delegated authority may be exercised by an officer if such exercise of delegated authority would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act) and
(ii) authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee.

Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegatee at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan Participants.

Any authority granted to the Committee may also be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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S3. COMMON STOCK SUBJECT TO PLAN

The total number of shares of Common Stock reserved and available for grant under the Plan shall be 900,000 (the "Available Amount"). No Participant may be granted Awards covering in excess of 50% of the shares of Common Stock covered by Awards granted in any fiscal year, and no Participant may be granted Awards covering a number of shares of Common Stock in excess of 25% of the Available Amount over the life of the Plan. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.

If any shares of Restricted Stock are forfeited, or if any Stock Option (and related Stock Appreciation Right, if any) terminates without being exercised, or if any Stock Appreciation Right is exercised for cash, shares subject to such Awards shall again be available for distribution in connection with Awards under the Plan.

In the event of any change in corporate capitalization, such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company , any reorganization (whether or not such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation of the Company , the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the number, kind and option price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option.

S4. ELIGIBILITY

Officers, employees and consultants of the Company , its subsidiaries and Affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company , its subsidiaries and Affiliates and who are not a "covered employee" within the meaning of Section 162(m)(3) of the Code are eligible to be granted Awards under the Plan. No grant shall be made under this Plan to a director who is not an officer, salaried employee or consultant of the Company , its subsidiaries or Affiliates.

S5. STOCK OPTIONS

Stock Options (in each case with or without Stock Appreciation Rights) may be granted alone or in addition to other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve and shall be subject to the aggregate limit on grants to individual Participants set forth in
Section 3. Stock Options shall be evidenced by option agreements, the

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terms and provisions of which may differ. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such individual and specifies the terms and provisions of the Stock Option. The Company shall notify a Participant of any grant of a Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Company to the Participant. Such agreement or agreements shall become effective upon execution by the Company and the Participant.

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee and set forth in the option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock already owned by the optionee of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised).

In the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by delivering a properly executed exercise notice to the Company , together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the

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purchase price and any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

No shares of Common Stock shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 13(a).

(e) Nontransferability of Stock Options. No Stock Option shall be transferable by the optionee other than (i) by will or by the laws of descent and distribution; or (ii) unless otherwise specified in the applicable option agreement, pursuant to (x) a gift to such optionee's children and immediate family members, whether directly or indirectly or by means of a trust or partnership or otherwise or (y) a domestic relations order or qualified domestic relations order as such terms are defined by the Code or ERISA. All Stock Options shall be exercisable, subject to the terms of this Plan, only by the optionee, the guardian or legal representative of the optionee, or any person to whom such option is transferred pursuant to the preceding sentence, it being understood that the term "holder" and "optionee" include such guardian, legal representative and other transferee.

(f) Termination by Death. Unless otherwise determined by the Committee, if an optionee's employment terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify in the option agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability. Unless otherwise determined by the Committee, if an optionee's employment terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

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(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee's employment terminates by reason of retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such retirement, or on such accelerated basis as the Committee may determine; for a period of five years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(i) Other Termination. Unless otherwise determined by the Committee:
(A) if an optionee incurs a Termination of Employment for Cause, all Stock Options held by such optionee shall thereupon terminate; and (B) if an optionee incurs a Termination of Employment for any reason other than death, Disability or retirement or for Cause, any Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of three months from the date of such Termination of Employment or the balance of such Stock Option's term; provided, however, that if the optionee dies within such three-month period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(j) Cashing Out of Stock Option. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price times the number of shares of Common Stock for which the Option is being exercised on the effective date of such cash-out.

(k) Change in Control Cash-Out. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the "Exercise Period"), unless the Committee shall determine otherwise at the time of grant, an optionee shall have the right, whether or not the Stock Option is fully exercisable and in lieu of the payment of the exercise price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company , to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Stock Option (the "Spread") multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this Section 5(k) shall have been exercised.

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Notwithstanding the foregoing, if any right granted pursuant to this
Section 5(k) would make a Change in Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder.

S6. STOCK APPRECIATION RIGHTS

(a) Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan, and such rights may be granted either at or after the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option.

A Stock Appreciation Right may be exercised by an optionee in accordance with Section 6(b) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in
Section 6(b). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following:

(i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6.

(ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Common Stock or both, in value equal to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(iii) Stock Appreciation Rights shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 5(e).

(iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Common Stock to be issued under the Plan,

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but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise based on the value of the Stock Appreciation Right at such time.

S7. RESTRICTED STOCK

(a) Administration. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees and consultants to whom and the time or times at which grants of Restricted Stock will be awarded, the number of shares to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Section 3), the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in
Section 7(c).

(b) Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Bank United Corp. 1999 Stock Incentive Plan and a related Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of Bank United Corp., 3200 Southwest Freeway, Suite 2600, Houston, Texas 77027 ."

The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed, in blank, relating to the Common Stock covered by such Award.

(i) The Committee may, prior to or at the time of grant, condition the grant or vesting thereof upon the attainment of Performance Goals. The Committee may also condition the grant or vesting thereof upon the continued service of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. The Committee may at any time, in its sole discretion, accelerate or waive, in whole or in part, any of the foregoing restrictions.

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(ii) Subject to the provisions of the Plan and the Restricted Stock Agreement referred to in Section 7(c)(vi), during the period, if any, set by the Committee, commencing with the date of such Award for which such Participant's continued service is required (the "Restriction Period"), and until the later of
(i) the expiration of the Restriction Period and (ii) the date the applicable Performance Goals (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock.

(iii) Except as provided in this paragraph (iii) and Sections 7(c)(i) and 7(c)(ii) and the Restricted Stock Agreement, a Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Restricted Stock Agreement and subject to Section 13(e) of the Plan, (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, or held subject to satisfying Performance Goals applicable only to dividends, and (B) dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting Performance Goals applicable only to dividends.

(iv) Except to the extent otherwise provided in the applicable Restricted Stock Agreement and Sections 7(c)(i), 7(c)(ii), 7(c)(v) and 10(a)(ii), upon a Participant's Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied, all shares still subject to restriction shall be forfeited by the Participant.

(v) Except to the extent otherwise provided in Section
10(a)(ii), in the event that a Participant retires or such Participant's employment is involuntarily terminated (other than for Cause), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant's shares of Restricted Stock.

(vi) If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such shares shall be delivered to the Participant upon surrender of the legended certificates.

(vii) Each Award shall be confirmed by, and be subject to, the terms of a Restricted Stock Agreement.

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S8. PERFORMANCE UNITS

(a) Administration. Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees and consultants to whom and the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Section 3), the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 8(b).

(b) Terms and Conditions. Performance Units Awards shall be subject to the following terms and conditions:

(i) The Committee may, prior to or at the time of the grant, condition the settlement thereof upon the attainment of Performance Goals. The Committee may also condition the settlement thereof upon the continued service of the Participant. The provisions of such Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. Subject to the provisions of the Plan and the Performance Units Agreement referred to in
Section 8(b)(vi), Performance Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Award Cycle.

(ii) Except to the extent otherwise provided in the applicable Performance Unit Agreement and Sections 8(b)(iii) and
10(a)(iii), upon a Participant's Termination of Employment for any reason during the Award Cycle or before any applicable Performance Goals are satisfied, all rights to receive cash or Common Stock in settlement of the Performance Units shall be forfeited by a Participant.

(iii) Except to the extent otherwise provided in Section
10(a)(iii), in the event that a Participant's employment is terminated (other than for Cause), or in the event a Participant retires, the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all of such Participant's Performance Units.

(iv) A Participant may elect to further defer receipt of cash or shares of Common Stock in settlement of Performance Units for a specified period or until a specified event, subject in each case to the Committee's approval and to such terms as are determined by the Committee (the "Elective Deferral Period"). Subject to any exceptions adopted by the Committee, such election must generally be made prior to commencement of the Award Cycle for the Performance Units in question.

(v) At the expiration of the Award Cycle, the Committee shall evaluate the Company 's performance in light of any Performance Goals for such Award, and shall determine the number of Performance Units granted to the Participant which

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have been earned, and the Committee shall then cause to be delivered (A) a number of shares of Common Stock equal to the number of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number of shares of Common Stock to the Participant, as the Committee shall elect (subject to any deferral pursuant to Section 8(b)(iv)).

(vi) Each Award shall be confirmed by, and be subject to, the terms of a Performance Unit Agreement.

S9. TAX OFFSET BONUSES

At the time an Award is made hereunder or at any time thereafter, the Committee may grant to the Participant receiving such Award the right to receive a cash payment in an amount specified by the Committee, to be paid at such time or times (if ever) as the Award results in compensation income to the Participant, for the purpose of assisting the Participant to pay the resulting taxes, all as determined by the Committee and on such other terms and conditions as the Committee shall determine.

Sl0.      CHANGE IN CONTROL PROVISIONS

          (a) Impact of Event.  Notwithstanding  any other provision of the Plan
          to the contrary, in the event of a Change in Control:

                  (i)  Any  Stock   Options   and  Stock   Appreciation   Rights
                  outstanding   as  of  the  date  such  Change  in  Control  is
                  determined   to  have   occurred,   and  which  are  not  then
                  exercisable  and vested,  shall become fully  exercisable  and
                  vested to the full extent of the original grant.

                  (ii) The restrictions and deferral  limitations  applicable to
                  any Restricted  Stock shall lapse,  and such Restricted  Stock
                  shall become free of all  restrictions and become fully vested
                  and transferable to the full extent of the original grant.

                  (iii) All  Performance  Units shall be considered to be earned
                  and payable in full,  and any  deferral  or other  restriction
                  shall  lapse and such  Performance  Units  shall be settled in
                  cash as promptly as is practicable.

          (b)  Definition  of Change in Control.  For  purposes  of the Plan,  a
          "Change in Control"  shall mean the  happening of any of the following
          events:

                  (i) An acquisition by any individual,  entity or group (within
                  the meaning of Section  13(d)(3)  or 14(d)(2) of the  Exchange
                  Act) (a "Person") of beneficial  ownership (within the meaning
                  of Rule 13d-3  promulgated  under the Exchange  Act) of 25% or
                  more of either (1) the then outstanding shares of Common Stock
                  of the Company (the "Outstanding Company Common Stock") or (2)

                                      -13-

                  the  combined  voting  power  of the then  outstanding  voting
                  securities  of the Company  entitled to vote  generally in the
                  election  of  directors  (the   "Outstanding   Company  Voting
                  Securities");  excluding,  however,  the  following:  (l)  Any
                  acquisition   directly  from  the  Company  ,  other  than  an
                  acquisition   by  virtue  of  the  exercise  of  a  conversion
                  privilege  unless the security  being so converted  was itself
                  acquired  directly from the Company , (2) Any  acquisition  by
                  the Company , (3) Any acquisition by any employee benefit plan
                  (or related  trust)  sponsored or maintained by the Company or
                  any  corporation  controlled  by  the  Company  , or  (4)  Any
                  acquisition by any corporation pursuant to a transaction which
                  complies with clauses (1), (2) and (3) of subsection  (iii) of
                  this Section 10(b); or

                  (ii) A change in the  composition  of the Board  such that the
                  individuals  who,  as of  the  effective  date  of  the  Plan,
                  constitute the Board (such Board shall be hereinafter referred
                  to  as  the  "Incumbent   Board")  cease  for  any  reason  to
                  constitute  at  least  a  majority  of  the  Board;  provided,
                  however,   for  purposes  of  this  Section  10(b),  that  any
                  individual who becomes a member of the Board subsequent to the
                  effective date of the Plan, whose election,  or nomination for
                  election by the  Company 's  shareholders,  was  approved by a
                  vote of at  least a  majority  of  those  individuals  who are
                  members  of  the  Board  and  who  were  also  members  of the
                  Incumbent  Board  (or  deemed  to be  such  pursuant  to  this
                  proviso) shall be considered as though such  individual were a
                  member of the Incumbent Board; but, provided further, that any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened  election contest (as
                  such  terms  are  used  in  Rule  14a-11  of  Regulation   14A
                  promulgated  under  the  Exchange  Act)  or  other  actual  or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the Board shall not be so considered as
                  a member of the Incumbent Board; or

                  (iii)   Consummation   of   a   reorganization,    merger   or
                  consolidation   or  sale  or  other   disposition  of  all  or
                  substantially  all of the  assets of the  Company  ("Corporate
                  Transaction")   or,   if   consummation   of  such   Corporate
                  Transaction  is  subject,  at the  time  of such  approval  by
                  shareholders, to the consent of any government or governmental
                  agency,  obtaining  of  such  consent  (either  explicitly  or
                  implicitly  by  consummation);   excluding  however,   such  a
                  Corporate   Transaction   pursuant   to   which   (1)  all  or
                  substantially  all of the individuals and entities who are the
                  beneficial owners,  respectively,  of the Outstanding  Company
                  Common  Stock  and  Outstanding   Company  Voting   Securities
                  immediately   prior  to  such   Corporate   Transaction   will
                  beneficially  own,  directly or indirectly,  more than 50% of,
                  respectively,  the outstanding shares of Common Stock, and the
                  combined   voting  power  of  the  then   outstanding   voting
                  securities  entitled  to vote  generally  in the  election  of
                  directors,  as the case may be, of the  corporation  resulting
                  from   such   Corporate   Transaction   (including,    without
                  limitation,   a   corporation   which  as  a  result  of  such
                  transaction  owns the Company or all or  substantially  all of
                  the Company 's assets  either  directly or through one or more
                  subsidiaries) in  substantially  the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of

                                      -14-

                  the Outstanding  Company Common Stock and Outstanding  Company
                  Voting  Securities,  as the case may be, (2) no Person  (other
                  than the  Company  , any  employee  benefit  plan (or  related
                  trust) of the Company or such corporation  resulting from such
                  Corporate  Transaction)  will  beneficially  own,  directly or
                  indirectly,  25% or more  of,  respectively,  the  outstanding
                  shares  of Common  Stock of the  Company  resulting  from such
                  Corporate  Transaction  or the  combined  voting  power of the
                  outstanding voting securities of such corporation  entitled to
                  vote  generally  in the  election of  directors  except to the
                  extent  that such  ownership  existed  prior to the  Corporate
                  Transaction,  and (3)  individuals  who  were  members  of the
                  Incumbent  Board will  constitute  at least a majority  at the
                  members of the board of directors of the corporation resulting
                  from such Corporate Transaction; or

          (iv) The  approval  by the  stockholders  of the Company of a complete
          liquidation or dissolution of the Company .

          (c) Change in Control  Price.  For  purposes  of the Plan,  "Change in
          Control  Price"  means the higher of (i) the  highest  reported  sales
          price,  regular  way,  of a share of Common  Stock in any  transaction
          reported  on the New  York  Stock  Exchange  Composite  Tape or  other
          national  exchange on which such shares are listed or on NASDAQ during
          the  60-day  period  prior to and  including  the date of a Change  in
          Control  or (ii) if the Change in Control is the result of a tender or
          exchange offer or a Corporate Transaction, the highest price per share
          of Common  Stock paid in such  tender or exchange  offer or  Corporate
          Transaction.  To the extent  that the  consideration  paid in any such
          transaction  described  above consists all or in part of securities or
          other  noncash  consideration,  the value of such  securities or other
          noncash  consideration  shall be determined in the sole  discretion of
          the Board.

S11.      TERM, AMENDMENT AND TERMINATION

          The Plan will terminate 10 years after the effective date of the Plan.
          Under  the  Plan,  Awards  outstanding  as of such  date  shall not be
          affected or impaired by the termination of the Plan.

          The Board may amend, alter, or discontinue the Plan, but no amendment,
          alteration  or  discontinuation  shall be made which would  impair the
          rights of an optionee  under a Stock  Option or a recipient of a Stock
          Appreciation  Right,  Restricted Stock Award or Performance Unit Award
          theretofore  granted  without the optionee's or  recipient's  consent,
          except  such an  amendment  made to cause the Plan to qualify  for any
          exemption provided by Rule 16b-3.

          The  Committee  may amend the terms of any Stock Option or other Award
          theretofore  granted,  prospectively  or  retroactively,  but no  such
          amendment  shall impair the rights of any holder  without the holder's
          consent  except such an  amendment  made to cause the Plan or Award to
          qualify for any exemption provided by Rule 16b-3.

          Subject to the above  provisions,  the Board shall have  authority  to
          amend  the  Plan  to  take  into  account  changes  in law and tax and
          accounting rules as well as other developments.

                                      -15-

S12.      UNFUNDED STATUS OF PLAN

          It is presently  intended that the Plan  constitute an "unfunded" plan
          for incentive and deferred  compensation.  The Committee may authorize
          the creation of trusts or other  arrangements  to meet the obligations
          created  under  the Plan to  deliver  Common  Stock or make  payments;
          provided, however, that unless the Committee otherwise determines, the
          existence of such trusts or other  arrangements is consistent with the
          "unfunded" status of the Plan.

S13.      GENERAL PROVISIONS

          (a) The  Committee  may require  each person  purchasing  or receiving
          shares pursuant to an Award to represent to and agree with the Company
          in writing that such person is acquiring the shares  without a view to
          the distribution thereof. The certificates for such shares may include
          any legend  which the  Committee  deems  appropriate  to  reflect  any
          restrictions on transfer.

          Notwithstanding  any other  provision of the Plan or  agreements  made
          pursuant  thereto,  the  Company  shall  not be  required  to issue or
          deliver any  certificate  or  certificates  for shares of Common Stock
          under  the  Plan  prior  to   fulfillment  of  all  of  the  following
          conditions:

                    (1) Listing or approval for listing upon notice of issuance,
                    of such shares on the New York Stock Exchange, Inc., or such
                    other  securities  exchange  as  may  at  the  time  be  the
                    principal market for the Common Stock;

                    (2) Any  registration or other  qualification of such shares
                    of the Company under any state or federal law or regulation,
                    or the  maintaining  in effect of any such  registration  or
                    other  qualification  which  the  Committee  shall,  in  its
                    absolute  discretion  upon  the  advice  of  counsel,   deem
                    necessary or advisable; and

                    (3) Obtaining any other  consent,  approval,  or permit from
                    any state or federal governmental agency which the Committee
                    shall, in its absolute discretion after receiving the advice
                    of counsel, determine to be necessary or advisable.

          (b)  Nothing  contained  in the Plan shall  prevent the Company or any
          subsidiary or Affiliate from adopting other or additional compensation
          arrangements for its employees.

          (c)  Adoption of the Plan shall not confer upon any employee any right
          to  continued  employment,  nor shall it interfere in any way with the
          right of the Company or any  subsidiary  or Affiliate to terminate the
          employment of any employee at any time.

          (d) No  later  than  the date as of  which  an  amount  first  becomes
          includible in the gross income of a Participant for federal income tax
          purposes  with  respect to any Award under the Plan,  the  Participant
          shall pay to the Company , or make  arrangements  satisfactory  to the

                                      -16-

          Company regarding the payment of, any federal, state, local or foreign
          taxes of any kind  required by law to be withheld with respect to such
          amount.  Unless  otherwise  determined  by the  Company ,  withholding
          obligations may be settled with Common Stock,  including  Common Stock
          that  is  part  of the  Award  that  gives  rise  to  the  withholding
          requirement.  The  obligations  of the Company under the Plan shall be
          conditional on such payment or  arrangements,  and the Company and its
          Affiliates  shall,  to the extent  permitted by law, have the right to
          deduct  any  such  taxes  from  any  payment   otherwise  due  to  the
          Participant.  The Committee may establish such  procedures as it deems
          appropriate,   including  making   irrevocable   elections,   for  the
          settlement of withholding obligations with Common Stock.

          (e)  Reinvestment of dividends in additional  Restricted  Stock at the
          time of any dividend  payment shall only be  permissible if sufficient
          shares  of  Common  Stock  are  available  under  Section  3 for  such
          reinvestment  (taking into account then outstanding  Stock Options and
          other Awards).

          (f)  The  Committee  shall  establish  such  procedures  as  it  deems
          appropriate  for a Participant  to designate a beneficiary to whom any
          amounts payable in the event of the Participant's death are to be paid
          or by whom any  rights of the  Participant,  after  the  Participant's
          death, may be exercised.

          (g) In the case of a grant of an Award to any employee of a subsidiary
          of the Company, the Company may, if the Committee so directs, issue or
          transfer the shares of Common Stock,  if any,  covered by the Award to
          the  subsidiary,  for such lawful  consideration  as the Committee may
          specify,  upon the condition or understanding that the subsidiary will
          transfer the shares of Common Stock to the employee in accordance with
          the terms of the Award  specified  by the  Committee  pursuant  to the
          provisions of the Plan.

          (h) The Plan and all Awards made and actions taken thereunder shall be
          governed by and construed in accordance  with the laws of the State of
          Delaware, without reference to principles of conflict of laws.


S14.      EFFECTIVE DATE OF PLAN

          The Plan  shall be  effective  as of the  date it is  approved  by the
          Board.

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BANK UNITED CORP.

2000 STOCK INCENTIVE PLAN