BankUnited Financial Corporation Announces Agreement to Eliminate Super Voting Structure

BankUnited Financial Corporation (NASDAQ: BKUNA) today announced that the company has entered into an agreement with its chairman and chief executive officer and certain other holders of its Class B common stock and its Series B Preferred stock to surrender their shares for shares of a new preferred stock that will have equal voting rights with its Class A common stock if the company sells publicly at least $400 million of shares of Class A common stock. On June 18, 2008, the company entered into an agreement with Alfred R. Camner, its chairman of the board and chief executive officer and certain other holders of its Class B common and Series B preferred stock pursuant to which Mr. Camner and the other holders have agreed that if the company raises at least $400 million of gross proceeds from the sale of Class A common stock, they will surrender their shares of Class B common and Series B preferred stock for shares of a new series of preferred stock, an amount of cash, and warrants to purchase Class A common stock. If and when issued, the new series of preferred stock will have voting rights equal to the Class A common stock, instead of the higher voting rights of the Series B preferred stock and the Class B common stock. The new preferred stock will be convertible into shares of Class A common stock, on a one for one basis. Shares of the new preferred stock will not be redeemable by us until the tenth anniversary of the issuance of the shares. Holders of Class B common and Series B preferred stock who are party to the agreement will receive in aggregate $1 million in cash and five-year warrants to purchase a total of 2,475,000 shares of Class A common stock. The warrants will be comprised of three equal tranches of 825,000 shares each, with following pricing: the price per share of shares in the first tranche will be 15% greater than the offering price per share of Class A common stock sold in an offering that raises the required amount, the price per share of shares in the second tranche will be 30% higher than the offering price per share in such an offering; and the price per share of the third tranche will be 45% higher than the offering price per share in such an offering. All outstanding options to acquire Series B preferred stock will be settled in shares of the new preferred stock. In addition to Mr. Camner, the parties to the agreement include Lawrence H. Blum, vice chairman of the board and corporate secretary, Allen M. Bernkrant, director, Marc D. Jacobson, director, and Lauren Camner, director. Together these directors owned approximately 97.4% of all shares of Series B preferred stock and 97.6% of the Class B common stock outstanding as of June 17, 2008. In addition, Mr. Camner held 100% of Series B preferred stock options outstanding as of June 17, 2008. If the required proceeds from the sale of Class A common stock are not raised, the existing Series B preferred stock and Class B common stock will remain outstanding. About BankUnited BankUnited Financial Corp. is the holding company for BankUnited FSB, the largest banking institution headquartered in Florida, based on assets. At March 31, 2008, BankUnited had assets of $14.3 billion. Serving customers through 86 branches in 13 coastal counties, including Miami-Dade, Broward, Palm Beach, Martin, St. Lucie, Collier, Charlotte, Manatee, Hillsborough, Sarasota, Lee, Indian River and Pinellas, BankUnited offers a full spectrum of consumer and commercial banking products and services, including online products that can be accessed through www.bankunited.com. For additional information, call (877) 779-2265. Forward-Looking Statements This news release may contain certain forward-looking statements, which are based on management's expectations regarding factors that may impact the company's earnings and performance in future periods. Words and phrases such as: "will," "will likely result," "expect," "will continue," "anticipate," "estimate," "project," "believe," "intend," "should," "would," "may," "can," "could," "plan," "target" and similar expressions are intended to identify "forward-looking statements." Actual results or performance could differ from those implied or contemplated by such statements. Factors that could cause future results and performance to vary materially from current management expectations include, but are not limited to, the success of a public offering of $400 million of Class A common stock, which is a condition to the implementation of the agreement with the shareholders, general business and economic conditions, either nationally or regionally; fiscal or monetary policies; significant weather events such as hurricanes; changes or fluctuations in the interest rate environment; a continuation of the deterioration in credit quality and/or a reduced demand for credit, including the resultant effect on our allowance for loan losses; reduced deposit flows and loan demand; real estate values; competition from other financial service companies in our markets; potential or actual litigation; legislative or regulatory changes, including, among others, changes in accounting standards, guidelines and policies; the issuance or redemption of additional company debt or equity; the concentration of operations in Florida, if Florida business or economic conditions continue to decline; reliance on other companies for products and services; the impact of war and the threat and impact of terrorism; volatility in the market price of the company’s common stock; the company’s inability to raise capital due to challenging market conditions; and other economic, competitive, servicing capacity, governmental, regulatory and technological factors affecting the company’s operations, price, products and delivery of services. Please refer to the documents that BankUnited files periodically with the SEC, such as the Form 10-K for the 2007 fiscal year, and reports on Form 10-Q for the Dec. 31, 2007, and March 31, 2008 periods, which contain additional important factors, including "Risk Factors,” that could cause actual results to differ from the company’s current expectations and from the forward-looking statements contained in this press release.