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.