10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended September 30, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-13921

BANKUNITED FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Florida	65-0377773
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
255 Alhambra Circle, Coral Gables, Florida	33134
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 569-2000

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, $.01 par value, NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No.  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act.    Yes  ¨    No.  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The aggregate market value of the Class A Common Stock and Class B Common Stock held by non-affiliates of the Registrant, based upon the closing price on November 21, 2007, was $216,576,692*. The Class A Common Stock is the only publicly traded voting security of the Registrant.

The shares of the Registrant’s common stock outstanding as of November 21, 2007 were as follows:

Class	Number of Shares
Class A Common Stock, $.01 par value	35,150,513
Class B Common Stock, $.01 par value	473,747

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of Stockholders will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Form 10-K pursuant to General Instruction G (3) of the Form 10-K. Information from such Definitive Proxy Statement will be incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 hereof.

* Based on reported beneficial ownership of all directors and executive officers of the Registrant. This determination does not, however, constitute an admission of affiliated status for any of these individual stockholders.

BANKUNITED FINANCIAL CORPORATION

Form 10-K Table of Contents

		Page
PART I
Item 1.	Business	2
	Market Area and Competition	2
	Lending Activities	3
	Mortgage Loan Servicing	5
	Investments and Mortgage-Backed Securities	5
	Deposits	5
	Borrowings	6
	Activities of Subsidiaries	6
	Regulation	7
	Income Taxes	12
	Employees	12
	Directors and Executive Officers of the Registrant	12
	Available Information	15
	Segment Reporting	15
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	29
Item 4.	Submission of Matters to a Vote of Security Holders	29
PART II
Item 5.	Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 8.	Consolidated Financial Statements and Supplementary Data	74
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	126
Item 9A.	Controls and Procedures	126
Item 9B.	Other Information	127
PART III
Item 10.	Directors and Executive Officers of the Registrant	128
Item 11.	Executive Compensation	128
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	128
Item 13.	Certain Relationships and Related Transactions, and Director Independence	128
Item 14.	Principal Accountant Fees and Services	128
PART IV
Item 15.	Exhibits, Financial Statement Schedules	129

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words and phrases such as: “will likely result,” “expect,” “will continue,” “anticipate,” “estimate,” “project,” “believe,” “intend,” “will,” “should,” “would,” “could,” “may,” “can,” “plan,” “target” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions concerning:

• Projections of revenues, expenses, income, earnings per share, margin, asset growth, loan production, deposit growth, and other performance measures;

• Expansion of operations, including branch openings, entrance into new markets, development of products and services; and

• Discussions on the outlook of the economy, competition, regulation, taxation, company strategies, subsidiaries, investment risk, and policies.

Actual results or performance could differ from those implied or contemplated by forward-looking statements. BankUnited Financial Corporation, a Florida corporation, and its subsidiaries (“BankUnited”), wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and are not historical facts or guarantees of future performance. Forward-looking statements are subject to certain risks and uncertainties, including, among others: 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 deterioration in credit quality and/or a reduced demand for credit; reduced deposit flows and loan demand; real estate values; competition from other financial service companies in our markets; legislative or regulatory changes, including, among others, changes in accounting standards, guidelines and policies; the issuance or redemption of additional BankUnited debt or equity; the concentration of operations in Florida, if Florida business or economic conditions 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 BankUnited common stock; and other economic, competitive, servicing capacity, governmental, regulatory and technological factors affecting BankUnited’s operations, price, products and delivery of services. Information in this Annual Report on Form 10-K is as of the dates, and for the periods, indicated. BankUnited does not undertake, and specifically disclaims any obligation, to publicly update or revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, whether as the result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference into this report might not occur.

1

PART I

Item 1. Business

General

BankUnited, a Florida corporation, was organized in 1993 as the holding company for BankUnited, FSB (the “Bank”), the largest banking institution headquartered in Florida based on assets. As used in this Form 10-K, “BankUnited,” “we,” “us” and “our” refers to BankUnited Financial Corporation and its subsidiaries on a consolidated basis. BankUnited’s primary business consists of the Bank’s operations. The Bank, which was founded in 1984, offers a full spectrum of consumer and commercial banking products and services to consumers and businesses located primarily in Florida.

BankUnited’s revenues consist mainly of interest earned on loans and investments and fees received for our financial services and products. BankUnited’s expenses consist primarily of interest paid on deposits and borrowings and expenses incurred in providing services and products. At September 30, 2007, BankUnited had assets of $15.0 billion, net loan portfolio of $12.6 billion, liabilities of $14.2 billion including deposits of $7.1 billion and stockholders’ equity of $812 million.

As of November 12, 2007, the Bank’s distribution system included 86 full service branches in Florida, two loan production offices in Florida and seven outside of Florida, an extensive wholesale network for originating loans through mortgage broker relationships, and channels for conducting business through automated teller machines, telebanking and the internet. BankUnited intends to open fewer branches during fiscal 2008 than in fiscal 2007 to focus on absorbing recent growth, deepening relationships with customers in its markets and improving efficiencies.

Market Area and Competition

We operate in a highly competitive environment. Competition in making loans has stemmed mostly from other savings institutions, mortgage banking companies, and commercial banks. We also compete indirectly with government-sponsored entities such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). Many larger savings institutions, mortgage banking companies, and commercial banks are headquartered or have a significant number of branch offices in the areas in which we compete. The primary factors in competing for loans are interest and payment rates, loan fee charges, underwriting standards, and the quality of service to borrowers and their representatives.

Competition for deposits has historically come from other savings institutions, commercial banks, credit unions, the equities market, mutual funds, issuers of government and corporate debt securities, securities dealers, insurance companies, and other financial services providers. The principal methods we use to attract and retain deposits, in addition to the interest rates and terms offered, include the convenience of our branch locations, and our commitment to customer service. BankUnited emphasizes the local knowledge, experience and involvement of our management team as well as localized decision-making to compete in neighborhood micro-markets within Florida.

The operations of financial institutions are significantly influenced by general economic conditions, the monetary and fiscal policies of the federal government, and the policies of financial institution regulatory authorities. Deposit flows and costs of funds are impacted by interest rates on competing investments and general market rates of interest. Lending and other investment activities are affected by the demand for mortgage, consumer and other types of loans, which in turn are affected by the interest rates at which such financing may be offered and other factors affecting the supply of housing and the availability of funds. Changes in the government’s monetary, tax, or housing financing policies can also affect the ability of lenders to compete profitably.

2

Lending Activities

Our activities are targeted at increasing residential mortgage and consumer loan originations, and expanding the commercial lending and commercial real estate areas. We utilize our lending activities to develop broader customer relationships in areas served by our network of branches. Until fiscal 2007, we have produced loans primarily for our portfolio although we sold a portion of the loans produced. We are transitioning to selling more loans into the secondary market rather than maintaining the majority for portfolio. Loans intended for sale, are held in the available for sale category and accounted for under the lower of cost or market method until the loans are sold.

See “Discussion of Financial Condition Changes in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), for information on the composition of BankUnited’s loan portfolio by type of loan, including mortgage loans held for sale, at the end of each of the five past fiscal years, and for information on asset quality.

One-to-four-Family Residential Mortgage Lending: Includes Residential Mortgages and Specialty Consumer Mortgages.

We originate both fixed and adjustable rate (ARMs) residential loans secured by first mortgages for our own loan portfolio and for sale in the secondary market to government sponsored entities and other investors.

Residential loans are originated through 95 locations consisting of 86 neighborhood banking offices and two loan production offices located in Florida as well as seven loan production offices located in other states. The origination channels we use include a network of mortgage brokers, internal retail loan originators, and the sales staff at each banking and loan production office. This wide origination network allows us to generate a continuous flow of residential loans for our portfolio and for sale in the secondary market.

The neighborhood banking offices offer specialty consumer mortgage loans, which provide our customers the convenience of an accelerated application, review and approval process. These offices also offer additional products and services to loan customers.

First mortgage loans generally have contractual maturities between 15 and 40 years. However, residential loans typically remain outstanding for shorter periods than their contractual maturities because borrowers prepay the loans in full upon the sale of the mortgaged property or upon refinancing of the original loan. Interest rates may be fixed or variable and a wide array of mortgage products is offered to the consumer.

For the fiscal years ended September 30, 2007, 2006, and 2005, first mortgage residential loans, including specialty consumer mortgages, represented 85%, 84%, and 83%, respectively, of the total loan portfolio. Interest income from these loans, including amortization of deferred fees and costs, represented 86%, 83%, and 82%, respectively, of total interest income and fees on loans.

The average loan size in our residential loan portfolio at September 30, 2007 was $287,000 and the average loan to value ratio of the residential loan portfolio was 74% at inception when adjusted for coverage provided by private mortgage insurance and the average credit score is 709.

Payment Option Loans

Payment option products provide borrowers with payment options, which could change the amount of interest collected on a monthly basis and may increase the outstanding balance of the loan. Growth in the residential loan portfolio during the past three years has been centered in payment option loans.

Payment option products may have an interest rate that adjusts periodically, generally on a monthly basis, and require a minimum monthly loan payment that adjusts annually. Borrowers have the ability to pay a minimum payment that may not cover interest accrued on the loan for the month and this would result in deferred interest being added to the loan balance. This is generally referred to as negative amortization.

3

Alternatively, the borrower has the option to pay the full amount of interest due if higher than the minimum payment or another amount above the minimum payment that would cover interest and reduce the outstanding balance of the loan.

Contractual terms of the payment option loans limit the amount that the loan balance may increase to 115% of the original loan balance. At the earlier of five years or upon reaching the maximum level of negative amortization the loan must be repaid on a fully amortizing basis over the remaining term. Payment requirements at that point may result in higher payments for the remaining life of the loan.

Our underwriting is performed internally and aims to limit risk by:

• qualifying the borrowers by analyzing their ability to make a fully amortizing repayment at the fully indexed loan rate

• not allowing financing of the down payment through other loans at BankUnited

• requiring mortgage insurance (MI) on loans where the loan to value exceeds 80% without the insurance

• utilizing in-house appraisers to review external appraisals.

The majority of our payment option loan originations during the second half of fiscal 2007 was in the form of three and five year fixed rate loans, which adjust after the initial fixed rate period. Generally, these loans carry approximately a pay rate of 3% to 4%, which allows for a rate of negative amortization that is currently less than that of a monthly payment option loan. These loans comprised 12% of our payment option balances as of September 30, 2007.

Consumer Lending. Consumer loans are originated through our branch network in the form of home equity loans and lines of credit, and to a lesser extent, automobile, boat, and cash collateral loans. Home equity lines of credit are made with adjustable rates indexed to the prime rate, and generally have maturities of ten years or less. Home equity loans are fixed rate loans with maturities up to 20 years. Automobile, boat, and cash collateral loans are offered on a fixed rate basis.

Commercial Real Estate and Multi-Family Lending. BankUnited originates and participates in commercial real estate loans, and to a lesser degree, multi-family loans, which may have fixed or variable interest rates. Our commercial real estate strategy is to increase originations by developing long-term relationships with businesses, real estate developers, investors, and other professionals in the real estate market. The commercial real estate loan portfolio includes loans secured by industrial/warehouses, retail centers, apartment buildings, office buildings, and other properties located primarily in our market area.

Real Estate Construction Lending. We make real estate construction loans to builders and real estate developers for the construction of commercial and single and multi-family real estate. These loans are secured by primarily single family homes, condominiums, apartments, retail centers, commercial warehouse properties, office buildings, medical facilities or other property. The loans generally provide for the payment of interest and loan fees from loan proceeds and are underwritten to the same standards as commercial real estate loans. Because of the uncertainties inherent in estimating construction costs and the market for the project upon completion, it is often difficult to determine the total loan funds that will be required to complete a project, the related loan-to-value ratios and the likelihood of a project’s ultimate success. We are sensitive to trends that may increase risk for certain projects and takes precautionary measures when considering loans related to condominium developments in certain segments of the Florida market.

Land. We make land loans to individuals for the purchase of land for their residences, as well as to builders and real estate developers for the purchase of land slated for future development. The Bank generally requires that the properties securing land loans to be developed within 12 to 36 months and these loans generally have a lower loan-to-value ratio than other commercial real estate loans. The majority of our land loans are secured by property located in southeastern Florida.

4

Commercial Lending. We make and participate in both secured and unsecured commercial business loans to companies in our market area. The strategy for commercial lending focuses on forming and maintaining customer relationships with primarily middle market companies doing business in Florida, but also places significant attention on small businesses. The majority of our commercial business loan portfolio is secured by accounts receivable, inventory, equipment, and/or general corporate assets of the borrowers, as well as the personal guarantee of the principal. We also make and participate in loans originated by third parties. Commercial loans may have fixed or variable interest rates and are typically originated for maturities ranging from one to five years. Commercial loans are generally made for shorter maturities and may involve a higher level of risk because of the difficulty in liquidating the underlying collateral, if any, in the event of default.

Mortgage Loan Servicing

We sell a portion of the mortgage loans that we originate and in some cases may retain the right to service those loans. At September 30, 2007, 2006 and 2005, we were servicing loans of approximately $1.6 billion, $1.6 billion and $1.7 billion, respectively, for others. As of September 30, 2007, 2006 and 2005, BankUnited had mortgage servicing rights with a carrying value of $20.6 million, $20.3 million and $22.1 million, respectively. The majority of loans sold in fiscal year 2007 were sold on a servicing released basis.

Mortgage servicing rights (MSR) arise from contractual agreements between BankUnited and investors in mortgage securities and mortgage loans. Under these contracts, we perform loan-servicing functions in exchange for fees and other remuneration. We recognize MSR as assets upon the sale of loans that continue to be serviced by us. The value of MSR assets is derived from future revenues from contractually specified servicing fees, late charges, and other ancillary revenues that are expected to be more than adequate compensation to cover the costs associated with performing the service, and are generally expressed as a percent of the unpaid principal balance. The servicing functions typically performed include: collecting and remitting loan payments, responding to borrower inquiries, accounting for principal and interest, holding custodial funds for payment of property taxes and insurance premiums, and generally administering the loans. The servicing fees paid to us are collected from the monthly payments made by the mortgagors. In addition to fees paid for servicing the loans, we receive other ancillary servicing fees such as late charges and prepayment fees.

Investments and Mortgage-Backed Securities

We maintain an investment portfolio consisting of debt and equity instruments including mortgage-backed securities of FNMA and FHLMC, trust preferred obligations, mortgage-backed securities of private issuers and municipal obligations. Federal regulations limit the instruments in which we may invest our funds. Our current investment policy permits us to acquire securities which are rated primarily investment grade by a nationally recognized rating agency.

The majority of our investment portfolio consists of mortgage-backed securities which are primarily acquired for their liquidity, yield, and credit characteristics. Such securities may be used as collateral for borrowing or pledged as collateral for certain deposits, including public funds deposits. Mortgage-backed securities may be fixed or adjustable-rate and include collateralized mortgage obligations and mortgage pass-through certificates. We acquire mortgage-backed securities through direct purchases, as proceeds for loans sales to FNMA and FHLMC, or through securitization of its own loans. At September 30, 2007 and 2006, BankUnited’s investments and mortgage-backed securities totaled $1.1 billion, and $1.5 billion, respectively. See MD&A and notes (1) Summary of Significant Accounting Policies, and (3) Investments and Mortgage-Backed Securities to the Notes to Consolidated Financial Statements for more information on BankUnited’s investments and mortgage-backed securities.

Deposits

We offer a variety of deposit products ranging from personal and commercial transaction accounts, money market and other savings accounts to time deposits. Deposits are accepted through our 86 banking offices located in 13 Florida counties. BankUnited also accepts deposits through internet banking.

5

During fiscal year 2007, we continued our branch expansion by opening ten branches and entering the coastal counties of Indian River and Pinellas.

We are active in domestic and international private banking by attracting deposits from foreign resident depositors through our Florida offices. Our Wealth Management Division oversees the company’s growing wealth management operations, including the domestic and international private banking groups and BankUnited Financial Services, Incorporated, our wholly-owned subsidiary which provides investment, retirement planning, insurance, and financial planning services.

See MD&A and note (8) Deposits to the notes to Consolidated Financial Statements for more information about BankUnited’s deposits.

Borrowings

BankUnited funds a significant portion of its assets through advances from the Federal Home Loan Bank of Atlanta (“FHLB Atlanta”), securities sold under agreements to repurchase, notes, trust preferred securities, federal funds purchased and subordinated debentures. These borrowings may be entered into on a short-term or long-term basis. For more information on borrowings see MD&A and note (9) Borrowings to the Notes to Consolidated Financial Statements.

Activities of Subsidiaries

Bay Holdings, Inc., a Florida corporation (“Bay Holdings”), is a wholly-owned operating subsidiary of the Bank that holds title to, maintains, manages and supervises the disposition of one-to-four family residential property acquired through foreclosure. Bay Holdings was established for these purposes in 1994.

BankUnited Statutory Trust III, BankUnited Statutory Trust IV and BankUnited Statutory Trust V were formed in 2002; and BankUnited Statutory Trust VI was formed in 2003, as trusts under Connecticut law. BUFC Statutory Trust VII was formed in 2003; BankUnited Statutory Trust VIII and BankUnited Statutory Trust IX were formed in 2004; BankUnited Statutory Trust X was formed in 2006, BankUnited Statutory Trust XI and BankUnited Statutory Trust XII were formed in 2007, as Delaware trusts.

We own all of the common stock outstanding of each of the trusts. Trust preferred securities, issued by the trusts, are held by investors. Each of the trusts was formed for the purpose of issuing trust preferred securities and investing the proceeds from the sale thereof solely in junior subordinated debentures issued by BankUnited, which in turn used the proceeds of the debentures for investment in the Bank or other corporate purposes. BankUnited may continue to create from time to time similar statutory trusts as a source of funding. See note (9) Borrowings to the Notes to Consolidated Financial Statements for more information on these trust subsidiaries.

BankUnited Financial Services, Incorporated, is a Florida corporation(“BUFS”) and wholly-owned subsidiary of BankUnited Financial Corporation. It was organized in 1997 for the purpose of selling annuities, mutual funds and other insurance and securities products to customers of the Bank and others.

CRE Properties, Inc., a Florida corporation, is a wholly-owned operating subsidiary of the Bank that holds title to and maintains, manages and supervises the disposition of commercial real estate acquired through foreclosure. CRE Properties, Inc. was established for these purposes in 1998.

T&D Properties of South Florida, Inc. a Florida corporation (“T&D”), is a wholly owned operating subsidiary of the Bank that may hold tax certificates and title to, maintain, manage and supervise the disposition of real property acquired through tax deeds. T&D was established in 1991 for these purposes.

BU Delaware, Inc. is a Delaware corporation and wholly-owned subsidiary of the Bank formed in 2002. BU Delaware, Inc. holds and manages investments, and owns all of the common stock of BU REIT, Inc.

6

BU REIT, Inc. (the “REIT”) is a Florida corporation formed in 2002. It has elected to be taxed as a real estate investment trust for both federal and Florida income tax purposes for calendar years 2002 and forward. The REIT holds a 100% participation interest in certain of the Bank’s residential mortgage loans. All of the REIT’s outstanding common stock is owned by BU Delaware, Inc. The REIT has also issued a single class of non-voting preferred stock, the outstanding shares of which are owned primarily by the Bank. The non-voting preferred shares not owned by the bank represent less than one percent of the REIT’s total equity and are held by officers of the Bank and others.

Regulation

General

We are a unitary savings and loan holding company, and are subject to the laws and regulations of the Office of Thrift Supervision (“OTS”) and examination by the OTS pursuant to the Home Owner’s Loan Act (the “HOLA”).

As a federal savings bank, the Bank is also subject to regulation and examination by the OTS, its primary federal regulator, and is also subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits.

Savings and Loan Holding Company Regulations

Activities Limitations. As a unitary savings and loan holding company that existed before May 4, 1999 and a qualified thrift lender, BankUnited generally has broad authority to engage in various types of business activities, including non-financial activities. This authority could be restricted for savings banks that fail to meet the qualified thrift lender test. The Gramm-Leach-Bliley Act could also limit this authority if we were to acquire a non-OTS regulated subsidiary or a subsidiary institution that was not merged into the Bank. The Director of the OTS may take enforcement action against the holding company if there is reasonable cause to believe that a particular activity is a serious risk to the financial safety, soundness, or stability of the Bank, and may limit any activities of the Bank that pose a serious risk of causing the liabilities of the holding company and its affiliates to be imposed on the Bank.

Acquisitions. The holding company generally may not directly or indirectly acquire control of a savings association or savings association holding company, or substantially all of the assets or more than 5% of the voting shares of a savings association or savings association holding company, without prior OTS approval. No director or officer of a savings and loan holding company, or person owning or controlling by proxy or otherwise more than 35% of such company’s stock, may acquire control of any savings institution, other than a subsidiary savings institution, or of any other savings and loan holding company, without prior OTS approval.

Securities Regulation and Corporate Governance. BankUnited’s common stock is registered with the Securities and Exchange Commission (the “Commission”) under Section 12(g) of the Exchange Act, and BankUnited is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations. We are also subject to the rules and reporting requirements of the Nasdaq Global Select Market, on which our Class A Common Stock, $.01 par value (“Class A Common Stock”) is traded. Like other issuers of publicly traded securities, we must also comply with the corporate governance reforms enacted under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules of the Commission and Nasdaq Stock Market adopted pursuant to the Sarbanes Oxley Act. Among other things, these reforms, effective as of various dates, require certification of financial statements by the chief executive officer and chief financial officer, prohibit the provision of specified services by an independent registered certified public accounting firm, require pre-approval of an independent registered certified public accounting firm services, define director independence and require certain committees, and a majority of a subject company’s board of directors, to consist of independent directors, establish additional disclosure requirements in reports filed with the Commission, require expedited filing of reports, require management evaluation and auditor attestation of internal controls, prohibit

7

loans by the company (but not by certain depository institutions) to directors and officers, set record-keeping requirements, mandate complaint procedures for the reporting of accounting and audit concerns by employees, and establish penalties for non-compliance.

Savings Institution Regulations

Federal laws empower the Bank to: accept deposits and pay interest on them; make real estate loans, consumer loans and commercial loans; invest in corporate obligations, government debt securities and other securities; offer various banking services; and, subject to OTS notice and approval requirements, engage in activities such as trust operations and real estate investment. FDIC approval or notice may also be required for some activities. The Bank must file reports with the OTS and is subject to periodic examination by the OTS.

Insurance of Deposit Accounts. The Bank is chartered by the OTS and deposits are insured by the Savings Association Insurance Fund (“SAIF”) and the Bank Insurance Fund (“BIF”). Deposits are insured up to $100,000 for each insured account holder, subject to applicable terms and conditions. The FDIC may terminate deposit insurance or impose sanctions if it finds that an institution has engaged in unsafe and unsound practices, cannot continue operations because it is in an unsafe and unsound condition, or has violated regulatory requirements. The Bank’s management does not know of any present condition pursuant to which the FDIC would seek to impose sanctions on the Bank or terminate insurance of its deposits.

The FDIC uses a risk-based premium system to assess insurance premiums based upon an institutions level of capital and supervisory evaluation. Institutions, which the FDIC considers well capitalized and financially sound pay the lowest premiums, while institutions that are less than adequately capitalized and of substantial supervisory concern pay the highest premiums. During 2007, assessment rates for insured institutions ranged from 0.05% of insured deposits for well capitalized institutions with minor supervisory concerns to 0.43% of insured deposits for undercapitalized institutions with substantial supervisory concerns.

The Federal Deposit Insurance Reform Act of 2005 (“FDIRA”) and The Federal Deposit Insurance Reform Conforming Amendments Act of 2005 revised the laws governing federal deposit insurance and provided the FDIC with more discretion in managing deposit insurance assessments. Insurance premiums are based on a number of factors including the risk of loss that insured institutions pose to the Deposit Insurance Fund. Under this risk-based system, the FDIC will evaluate an institution’s risk based on supervisory ratings for all insured institutions, financial ratios for most institutions, and long-term debt issuer ratings for certain large institutions. The pricing structure for 2007 sets rates with the minimum premium starting at .05% of insured deposits. Certain credits were allowed against 2007 premiums for certain eligible institutions with premium assessments prior to 1996. Management expects premium cost to be between .05% and .07% for the remainder of calendar 2007 reduced by applicable costs.

In prior years, the Bank was charged a Financing Corporation assessment (“FICO”) only. Pursuant to FDIRA and effective January 1, 2007, institutions in all risk categories, even the best rated are assessed FDIC Deposit Insurance premium. The billing for FDIC deposit insurance premiums, as well as the determination of risk categories is now quarterly and in arrears. As such, the Bank started accruing for FDIC deposit insurance premium in January 2007. The total expense for insurance premium for the nine months starting January 2007 and ending September 2007 amounted to $3,776,157 (partially offset by the credit mentioned below).

The FDIRA provided for a One-time Assessment Credit (OTAC) to eligible institutions with premium assessments prior to 1996. A one-time assessment credit of $1,436,290 was awarded to the Bank in fiscal year 2007. Credits could not be used to offset the FICO assessments, but were applied as a subtraction/deduction from the quarterly FDIC deposit insurance charge. As a result, a $1,222,099 credit was applied to the FDIC deposit insurance third fiscal quarter offsetting the deposit insurance balance due in full. The remaining $214,191 credit was applied to the fourth fiscal quarter’s deposit insurance charge.

Regulatory Capital Requirements. OTS regulations incorporate a risk-based capital requirement that is designed to be at least as stringent as the capital standard applicable to national banks and that is similar to FDIC

8

requirements. Associations whose exposure to interest-rate risk is deemed to be above normal must deduct a portion of such exposure in calculating their risk-based capital. As of September 30, 2007, the Bank met all applicable regulatory requirements. See note (11) Regulatory Capital to the Notes to Consolidated Financial Statements. There are currently no regulatory capital requirements directly applicable to holding companies.

Regulators have also established capital levels for institutions to implement the “prompt corrective action” provisions of the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”). Insured institutions are categorized under the following levels: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized or critically undercapitalized. An institution’s category depends upon its capital levels in relation to relevant capital measures, which include a risk-based capital measure, a leverage ratio capital measure, and certain other factors. A “well capitalized” institution must have a ratio of total capital to risk-weighted assets (a Total risk-based capital ratio) of 10% or more, a ratio of capital to risk-weighted assets (Tier 1 risk-based capital ratio) of 6% or more and a ratio of capital to adjusted total assets (Tier 1 leverage ratio) of 5% or more, and may not be subject to any written agreement order capital directive, or prompt corrective action directive issued by the OTS. An institution will be categorized as “adequately capitalized” if it has a total risk- based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 4% or more, and either a Tier 1 leverage ratio of 4% or more or a Tier 1 leverage ratio of 3% or more, if the institution is assigned a composite rating of 1. The composite rating is the numeric rating assigned by the OTS under its rating system, as a result of the most recent OTS examination. Any institution that is neither well capitalized nor adequately capitalized will be considered undercapitalized. The OTS would be required to take prompt corrective action to resolve the Bank’s situation if the Bank failed to satisfy these minimum capital requirements. At September 30, 2007, the Bank was a well capitalized institution under the definitions as adopted.

Risk-based capital guidelines take into account various factors, including concentration of credit risk, risks associated with nontraditional activities, and the actual performance and expected risk of loss of multi-family mortgages. OTS regulations include an interest-rate risk component to the risk-based capital requirements for savings associations such as the Bank. Management monitors interest rate risk based on the OTS’s and BankUnited’s standards, and believes that the effect of including such an interest rate risk component in the calculation of risk-adjusted capital will not cause the Bank to cease being well-capitalized. The FDIC also requires the OTS to review its capital standards every two years to ensure that its standards require sufficient capital to facilitate prompt corrective action and to minimize loss to the SAIF and the BIF.

Restrictions on Dividends and Other Capital Distributions. The Bank must provide the OTS with at least 30 days written notice before declaring any dividend or approving any capital distribution. The OTS may object to any distribution on safety and soundness grounds and prior approval, instead of notice, may be required in some cases.

Regulatory Enforcement. The OTS may take enforcement action when warranted to ensure compliance with laws and regulations and the safety and soundness of savings associations. This authority includes both informal actions and formal actions to effect corrective action or sanction a savings association.

Transactions with Affiliates. Transactions between the Bank and its affiliates are regulated under the HOLA and OTS regulations, which incorporate Sections 23A, 23B, 22(g) and 22(h) of the Federal Reserve Act, Regulations O and W promulgated by the Federal Reserve Board, and additional restrictions imposed by the OTS. “Affiliates” of the Bank include the holding company and all subsidiaries other than those of the Bank. Under these regulations, certain transactions with affiliates are prohibited and others are limited and must be on terms and conditions that are consistent with safe and sound banking practices and substantially the same, or at least as favorable to the institution or its subsidiary, as those for comparable transactions with non-affiliated parties. Limitations are also imposed on loans and extensions of credit by an institution to its executive officers, directors and principal stockholder and each of their related interests. A savings association is also restricted from purchasing or investing in securities issued by any affiliate other than shares of the affiliate.

Qualified Thrift Lender Test. The qualified thrift lender (“QTL”) test measures the proportion of a savings institution’s assets invested in loans or securities supporting residential construction and home ownership. A

9

savings institution qualifies as a QTL if its qualified thrift investments equal or exceed 65% of its portfolio assets on a monthly average basis in nine of every twelve months. Qualified thrift investments include (i) housing-related loans and investments, (ii) obligations of the FDIC, (iii) loans to purchase or construct churches, schools, nursing homes and hospitals, (iv) consumer loans, (v) shares of stock issued by any bank in the Federal Home Loan Bank System (“FHLB”), and (vi) shares of stock issued by the FHLMC or the FNMA. Portfolio assets consist of total assets minus (a) goodwill and other intangible assets, (b) the value of properties used by the savings institution to conduct its business, and (c) certain liquid assets in an amount not exceeding 20% of total assets. If the Bank fails to remain a QTL, it must either convert to a national bank charter or be subject to restrictions specified under OTS regulations. A savings institution may re-qualify as a QTL if it thereafter complies with the QTL test. At September 30, 2007, the Bank exceeded the QTL requirements.

General Lending Regulations

Consumer Lending Regulations. The Bank’s lending activities are subject to federal laws and regulations, including the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Real Estate Settlement Procedures Act and the Community Reinvestment Act. Pursuant to OTS regulations, the Bank generally may extend credit as authorized under federal law without regard to state laws purporting to regulate or affect its credit activities, other than state contract and commercial laws, real property laws, homestead laws, tort laws, criminal laws and other state laws designated by the OTS.

Community Reinvestment Act (“CRA”). Under the CRA, savings institutions have a continuing and affirmative obligation to help meet the credit needs of their entire community, including low and moderate income neighborhoods, consistent with safe and sound banking practices. In 2006, the Bank received a satisfactory CRA Performance Evaluation. A copy of the public section of that CRA Performance Evaluation is available for public viewing.

Loans-to-one-borrower Limitations. The loans-to-one borrower limitations applicable to national banks also apply to savings institutions. Under current limits, loans and extensions of credit outstanding at one time to a single borrower and not fully secured generally may not exceed 15% of the savings institution’s unimpaired capital and unimpaired surplus. Loans and extensions of credit fully secured by certain readily marketable collateral may represent an additional 10% of unimpaired capital and unimpaired surplus. As of September 30, 2007, the Bank was in compliance with the loans-to-one-borrower limitations.

Interagency Guidance on Nontraditional Mortgage Product Risks. On September 29, 2006, the OTS, along with various other banking regulatory agencies, issued final guidance to address the risks posed by residential mortgage products that allow borrowers to defer repayment of principal and sometimes interest (such as “interest-only” mortgages and “payment option” adjustable-rate mortgages). The guidance discusses the importance of ensuring that loan terms and underwriting standards are consistent with prudent lending practices, including consideration of a borrower’s repayment capacity. The guidance also suggests that banks i) implement strong risk management standards, ii) maintain capital levels commensurate with the risk and iii) establish an allowance for loan and lease losses that reflects the collectability of the portfolio. The guidance urges banks to ensure that consumers have sufficient information to clearly understand loan terms and associated risks prior to making a product or payment choice.

Other Regulations

Federal Reserve System. The Bank must comply with Federal Reserve Board regulations requiring the maintenance of reserves against its transaction accounts (primarily interest-bearing and non-interest-bearing checking accounts) and non-personal time deposits. As of September 30, 2007, the Bank had met its cash reserve requirements that must be maintained at the FHLB Atlanta for this purpose. The balances maintained to meet these requirements may be used to satisfy liquidity requirements imposed by the OTS. Federal Reserve Board regulations also limit the periods within which depository institutions must provide availability for and pay

10

interest on deposits to transaction accounts, and require depository institutions to disclose their check-hold policies and any changes to those policies in writing to customers. The Bank is in compliance with these regulations. There are other laws and regulations that affect business activities such as electronic fund transfers, collection of checks, truth in savings, and availability of funds.

Consumer Financial Privacy Regulations. Pursuant to the Gramm-Leach-Bliley Act, the federal banking agencies have jointly adopted a privacy regulation with which savings institutions have had to comply since July 1, 2001. Subject to certain exceptions, the privacy regulation requires each financial institution to give a consumer notice of its privacy policies and practices before disclosing nonpublic personal information about the consumer to any non-affiliated third party, to give each customer notice of its privacy policies and procedures at the time a customer relationship is established and annually thereafter, and to give each consumer an opt out notice and reasonable opportunity for the customer to opt out of having nonpublic personal information disclosed by the financial institution to non-affiliated third parties.

Regulation of Non-Banking Affiliates. BankUnited Financial Services, Incorporated (“BUFS”) is an insurance agency subsidiary of BankUnited that sells fixed and variable annuities and mutual funds. BUFS’s activities must comply with Florida insurance laws and regulations, and its employees are licensed insurance agents subject to continuing education, licensing and oversight by the Florida Department of Insurance. BUFS’s employees are also registered representatives of IFMG Securities, Inc., a broker-dealer regulated by the Financial Industry Regulatory Authority which was created through a consolidation in July 2007 of the member regulation, enforcement and arbitration functions of the New York Stock Exchange and the National Association of Securities Dealers (“NASD”) with which BankUnited has a brokerage agreement. BUFS’s activities are also subject to regulations adopted by the federal banking agencies, requiring that sales of non-deposit insurance products comply with standards for disclosures, physical separation of activities from banking activities, due diligence, oversight, consumer privacy and other functions.

The USA Patriot Act, Bank Secrecy Act (“BSA”), and Anti-Money Laundering (“AML”) Requirements. The USA PATRIOT Act (the “PATRIOT Act”) was enacted after September 11, 2001 to provide the federal government with powers to prevent, detect, and prosecute terrorism and international money laundering, and has resulted in promulgation of several regulations that have a direct impact on savings associations. There are a number of programs that financial institutions must have in place such as: (i) BSA/AML controls to manage risk; (ii) Customer Identification Programs (CIP) to determine the true identity of customers, document and verify the information, and determine whether the customer appears on any federal government list of known or suspected terrorist or terrorist organizations; and (iii) monitoring for the timely detection and reporting of suspicious activity and reportable transactions.

Federal Home Loan Bank System. The FHLB provides credit to its members which include savings institutions, commercial banks, insurance companies, credit unions, and other entities. The FHLB system is currently divided into twelve federally chartered regional FHLBs which are regulated by the Federal Housing Finance Board. The Bank is a member and owns capital stock in the FHLB Atlanta. The amount of capital stock the Bank must own depends on its balance of outstanding advances from the FHLB Atlanta. Advances are secured by pledges of loans, mortgage-backed securities and capital stock of the FHLB. In the event of a default on an advance, the Federal Home Loan Bank Act established priority of the FHLB’s claim over various other claims. Regulations provide that each FHLB has joint and several liability for the obligations of the other eleven FHLBs in the system. In the event a FHLB falls below its minimum capital requirements, the FHLB may seek to require its members to purchase additional capital stock of the FHLB. If problems within the FHLB system were to occur, it could adversely affect the pricing or availability of advances, the amount and timing of dividends on capital stock issued by the FHLBs to members, or the ability of members to have their FHLB capital stock redeemed on a timely basis. Congress continues to consider various proposals which could establish a new regulatory structure for the FHLB system, as well as for other government-sponsored entities. The Bank cannot predict at this time, which, if any, of these proposals may be adopted or what effect they would have on the Bank’s business.

11

Income Taxes

We are subject to income taxes at the federal level and are individually subject to state taxation based on the laws of each state in which an entity operates. BankUnited and its subsidiaries other than BU REIT, Inc. file a consolidated federal tax return with a fiscal year ending on September 30. BU REIT, Inc. files a separate tax return with a calendar year-end. BankUnited and its subsidiaries have filed separate tax returns for each state jurisdiction affected in 2007 and will do the same in 2008. The Internal Revenue Service is currently auditing BankUnited’s consolidated federal income tax return for fiscal year 2005.

Employees

At September 30, 2007, BankUnited had 1,504 full-time equivalent employees. Management considers relations with BankUnited employees to be good.

Directors and Executive Officers of the Registrant.

The following table sets forth information concerning BankUnited’s directors and executive officers:

Name	Age	Position
Alfred R. Camner	63	Chief Executive Officer and Chairman of the Board of Directors (1)
Lawrence H. Blum	64	Vice Chairman of the Board of Directors and Secretary (1)
Ramiro A. Ortiz	57	President, Chief Operating Officer and Director
Humberto L. Lopez	48	Senior Executive Vice President and Chief Financial Officer
Carlos R. Fernandez-Guzman	51	Senior Executive Vice President, Neighborhood Banking
James R. Foster	61	Senior Executive Vice President, Corporate Finance
Abel L. Iglesias	44	Senior Executive Vice President, Commercial Banking
Hunting F. Deutsch	55	Executive Vice President, Wealth Management
Felix M. Garcia	58	Executive Vice President, Risk Management
Robert L. Green	46	Executive Vice President, Residential Lending
Joris Jabouin	39	Executive Vice President and General Auditor
Roberta R. Kressel	52	Executive Vice President, Human Resources
Douglas B. Sawyer	50	Executive Vice President, Bank Services
Clay F. Wilson	48	Executive Vice President, Commercial Real Estate
Lauren Camner	33	Senior Vice President and Director
Tod Aronovitz	57	Director (4)
Allen M. Bernkrant	77	Director (2), (3), (4)
Marc D. Jacobson	65	Director
Hardy C. Katz	66	Director (2), (3)
Neil H. Messinger, M.D.	67	Director (1), (3), (4)
Dr. Albert E. Smith	75	Director
Bradley S. Weiss	47	Director (2), (4)

(1) Indicates member of the Executive Committee

(2) Indicates member of the Audit Committee

(3) Indicates member of the Compensation Committee

(4) Indicates member of the Corporate Governance and Nominating Committee

Alfred R. Camner has served as our Chairman of the Board and Chief Executive Officer since 1993, our President from 1993 to 1998 and from, 2001 to 2002, and our Chief Operating Officer from 2001 to 2002. He has also served as the Bank’s Chairman of the Board and Chief Executive Officer since 1984, President from 1984 to 1993, from 1994 to 1998, and from 2001 to 2002, and Chief Operating Officer from 2001 to 2002. He has been the Senior Managing Director of the law firm Camner, Lipsitz and Poller, P. A. and its predecessor since 1973. Mr. Camner was General Counsel and one of the principal stockholders of CSF Holdings, Inc. and its subsidiary,

12

Citizens Federal Bank, from 1973 to 1996, when Citizens Federal Bank was sold to NationsBank, Inc. He was also a director and Executive Committee member and one of the principal stockholders of Loan America Financial Corporation from 1985 until its sale to Barnett Bank, N.A., in 1994.

Lawrence H. Blum, CPA has served as our Vice Chairman of the Board of Directors since 1993. He has also served as the Bank’s Vice Chairman of the Board since 1984, and its Secretary since 2002. Mr. Blum has also served as the Managing Director of Rachlin Cohen & Holtz LLP, certified public accountants and consultants, since 1992 and has been a partner there since 1972.

Ramiro A. Ortiz has served as a director and our President and Chief Operating Officer since August 2002. He has also served as a director of the Bank and as its President and Chief Operating Officer during that time. He previously served as Chairman and Chief Executive Officer, from July 2002 to August 2002, as President, from 1996 to August 2002, and as Executive Vice President of Community Banking from 1987 to 1996, of SunTrust Bank, Miami. He was also the Chairman of the Greater Miami Chamber of Commerce from 2001 to 2002 and the Campaign Co-Chair of the United Way of Dade County in 1999.

Humberto L. Lopez, CPA has served as our Senior Executive Vice President from 2001, and our Executive Vice President of Finance from 1999 to 2001. He has also served as our Chief Financial Officer and the Bank’s Chief Financial Officer since 1999. He was previously a Director from 1998 to 1999 at PricewaterhouseCoopers LLP. Mr. Lopez also served as the Chief Financial Officer from 1997 to 1998, and the Regional Financial Officer from 1993 to 1996, of Barnett Bank, South Florida and its successor by merger, NationsBank, Inc. in South Florida.

Carlos R. Fernandez-Guzman was appointed Senior Executive Vice President of Neighborhood Banking for the Bank in February 2007. Mr. Fernandez-Guzman served as the Executive Vice President of Neighborhood Banking for the Bank in from August 2006 to February 2007. He also served as Executive Vice President of Banking Services for the Bank from November 2004 to August 2006 and as the Executive Vice President of Marketing for the Bank from February 2003 to November 2004. He previously served as the Executive Vice President, Chief Operating Officer and Director from 1999 to 2003, of XTec, Incorporated. Mr. Fernandez-Guzman was also the President, Chief Operating Officer and Director from 1995 to 1999 at CTI, and the Executive Vice President of Market Development, from 1992 to 1995, at American Savings of Florida.

James R. Foster was appointed BankUnited’s and the Bank’s Senior Executive Vice President of Corporate Finance in January 2007. Mr. Foster served as BankUnited’s and the Bank’s Executive Vice President of Corporate Finance from October 2005 to January 2007. He previously served as Senior Vice President of Right Management Consulting from November 2004 to October 2005 and Executive Vice President and Chief Financial Officer of J.M. Family Enterprises from October 1997 to September 2002, where he oversaw strategic development, controllership, treasury and risk management. He served as Vice President and Chief Financial Officer with Umbro International from 1993 to 1997 and Vice President and Chief Financial Officer of Hay Group from 1991 to 1997. Mr. Foster was Vice President and Treasurer of Fuqua Industries, a diversified goods company that owned Georgia Federal Savings, Georgia’s largest thrift. Mr. Foster began his career at the Chase Manhattan Bank in 1972.

Abel L. Iglesias was appointed the Senior Executive Vice President, Commercial Banking Division for the Bank in February 2007. Mr. Iglesias previously served as the Executive Vice President of Corporate and Commercial Banking for the Bank from May 2003 to February 2007. He served as the Executive Vice President and Chief Lending Officer from 1998 to May 2003, of Colonial Bank, South Florida Region. Mr. Iglesias was also the Executive Vice President and Chief Lending Officer from 1992 to 1998, of Eastern National Bank.

Hunting F. Deutsch has served as our Executive Vice President of Wealth Management since June 2006. Mr. Deutsch has served as President of BankUnited Financial Services, an affiliated entity of the Company, since December 2006. He previously served as an Executive Vice President at AmSouth Bank from 2003 to March

13

2006 and Managing Director, Citigroup Private Bank, from 2001 to 2002. Mr. Deutsch worked at SunTrust Banks, Inc. from 1981 to 2001, serving as President and Chief Executive Officer of Private Client and Retirement Services from 2000 to 2001. Mr. Deutsch is a former President of the University of Miami Alumni Association, a former member of the Board of Trustees of the University of Miami and a former Chairman of the Trust Management Association. In 2007, Mr. Deutsch was appointed to the Board of Directors of the Vizcayans.

Felix M. Garcia was appointed the Bank’s Executive Vice President of Risk Management in June 2003. He also served as a Executive Vice President and Senior Lender at Eagle National Bank, from 2002 to 2003, Executive Vice President and Head of Domestic Lending at Hamilton Bank, from 2000 to 2002, and Executive Vice President and Head of Corporate Lending at Union Planters Bank, from 1999 to 2000. Mr. Garcia also worked at Republic National Bank from 1985 to 1999, serving as its Executive Vice President and Chief Credit Officer from 1993 to 1999. Mr. Garcia currently serves on the Board of Trustees of the Carnival Center in Miami.

Robert L. Green has served as the Executive Vice President of Residential Lending for the Bank since March 2004, and the Senior Vice President, National Wholesale Sales Manager, of the Bank, since June 2002. He previously served as a Vice President, Branch Manager from June 2001 to June 2002 at Greenpoint Mortgage, and as a Regional Sales Manager for Loantrader.com, from May 2000 to June 2001. He also served as an Area Sales Manager for GE Capital Mortgage from 1998 to May 2000.

Joris M. Jabouin, CPA was appointed Executive Vice President and General Auditor for the Bank in November 2004. He has served as Senior Vice President and General Auditor of the Bank since June 2003. He previously served as Vice President and Head of Audit for Dresdner Bank Lateinamerika, AG, Miami Agency from 2000 to 2003. Mr. Jabouin was a Senior Auditor with PricewaterhouseCoopers LLP from 1998 to 2000 and was an Auditor with Price Waterhouse LLP from 1996 to 1998. He was also an Associate Examiner with the Federal Reserve Bank of Atlanta from 1993 to 1996.

Roberta R. Kressel has served as the Executive Vice President of Human Resources for the Bank since January 2003. She was previously the Vice President of Human Resources from 2001 to 2002, at Kemper National Services. Ms. Kressel also served as a Senior Vice President, Human Resources Relationship Manager from 2000 to 2001, and a Senior Vice President, Human Resources Manager from 1998 to 2000, at SunTrust Bank, South Florida and SunTrust Bank, Miami.

Douglas B. Sawyer has served as Executive Vice President of Bank Services for the Bank since August 2006. He previously served as the Executive Vice President of Consumer Banking for the Bank from October 2003 to August 2006, and as the Executive Vice President of Wealth Management from February 2003 to June 2006. He previously served as the Executive Vice President of Retail from 2002 to 2003, Private Client Services from 2000 to 2002, and as a Senior Vice President, from 1997 to 2000, for SunTrust Bank, Miami.

Clay F. Wilson was appointed the Executive Vice President in May 2003, and previously served as a Senior Vice President from 1999 to May 2003, of Commercial Real Estate, for the Bank. He previously served as the Group Senior Vice President from 1996 to 1999, and the Vice President from 1991 to 1996, of Commercial Real Estate, at Barnett Bank, South Florida and its successor by merger, NationsBank, Inc. in south Florida.

Lauren Camner, CPA has served as one of our directors since August 2004 and as director of the Bank since May, 2004. Ms. Camner has served as our Senior Vice President, Alternative Delivery Channels since February 2007, and Senior Vice President, Alternative Delivery Channels since November 2004. She previously served as our Senior Vice President, Investor Relations from 2004 to September 2006, as our Vice President, Investor Relations from 2001 to November 2004 and as our Vice President, Website Manager from 2000 to 2004. She has served as our Corporate Communications Officer since 2002. She has also served in various capacities in our marketing department since 1999. Ms. Camner has been a Board Member of Switchboard of Miami since 2005 and a Board Member of the I Have a Dream Foundation (Miami) since 2004. She currently serves on the President’s Council of the University of Miami. Ms. Camner is a Certified Public Accountant and has a Masters in Business Administration from the University of Miami School of Business Administration. She is also a 2007 graduate of the American Bankers Association Stonier Graduate School of Banking. She is the daughter of our Chairman and Chief Executive Officer, Alfred R. Camner.

14

Tod Aronovitz has served as one of our directors and a director of the Bank since August 2004. Mr. Aronovitz has served as Senior Shareholder of Aronovitz Jaffe, a nationally recognized law firm specializing in catastrophic injury and wrongful death cases, since 1988. Mr. Aronovitz served as the President of the Florida Bar from 2002 until 2003 and was a member of the Florida Bar’s Board of Governors from 1996 to 2001. He is currently a member of the Board of Trustees of the Florida Supreme Court Historical Society as well as a member of the House of Delegates of the American Bar Association. Mr. Aronovitz has served as an adjunct professor at the University of Miami School of Law in the areas of civil litigation and trial techniques. Mr. Aronovitz holds a law degree from the University of Miami School of Law and a bachelors degree from the University of Georgia.

Allen M. Bernkrant has served as one of our directors since 1993, and a director of the Bank, since 1985. He has been a private investor in Miami, Florida since 1990.

Marc D. Jacobson has served as a director since 1993, and Secretary from 1993 to 1997. He has also served as a director of the Bank since 1984, and its Secretary, from 1985 to 1996. Mr. Jacobson has been the Senior Vice President of HBA Insurance Group, Inc., and its predecessor, Head-Beckham Insurance Agency, Inc. since 1990.

Hardy C. Katz has served as one of our directors and a director of the Bank since March 2002. He has been the Vice President for both Communications and Show Management, Inc., a trade show and management company, and Industry Publishers, Inc., a publishing company, since 1972. Mr. Katz has also served as the Managing Partner of BiZBashFla, LLC, a publishing and trade show company, since 2003, and served as the Managing Partner of Showproco, LLC, a trade show company, since 2006. He is currently a member of the Board of Spectrum Programs, Inc.

Neil H. Messinger, M.D. has served as one of our directors and a director of the Bank since 1996. Dr. Messinger has served as Chairman Emeritus of Radiology Associates of South Florida, P.A. since February 2005. He has been a Chief Radiologist of Baptist Hospital of Miami (1986 to February 2005), South Miami Hospital (1997 to February 2005) and Homestead Hospital (1995 to February 2005). He has served as Medical Director of Outpatient Imaging Health Services since February 2005. Dr. Messinger has also been a Voluntary Professor of Radiology at the University of Miami School of Medicine since 1986.

Dr. Albert E. Smith, Ph.D. has served as one of our directors and a director of the Bank since November 2003. He is currently retired. He served as the President of Florida Memorial University from 1993 to 2006, President Emeritus of Florida Memorial University from 2006 to 2007, and served as President of South Carolina State University from 1986 to 1992. Dr. Smith served as a director of the Greater Miami Chamber of Commerce from 1997 to 2006, as a director of the Orange Bowl Committee from 1997 to 2006, and as the Vice Chair on the Miami-Dade County Social and Economic Development Council from 2001 to 2006. He was also a member of the Executive Committee of The College Fund/UNCF from 2002 to 2006.

Bradley S. Weiss, CPA has served as one of our directors and a director of the Bank since May 2006. He has served as President and Chief Executive Officer of The Mortgage House, Primary Title Services and JMA Group, Inc., a licensed real estate firm that provides commercial management and leasing services since 1997, served as President and Chief Executive Officer of CSW Associates, Inc., a real estate management company from 1990 to 1997 and President and Chief Executive Officer TRJ Capital Management Corp., a real estate consulting firm specializing in workouts from 1987 to 1990. Mr. Weiss was an auditor from 1982 to 1987 at Arthur Andersen & Company, a certified public accounting firm, where his clients included both public and private banking and real estate development firms.

Available Information

Our Internet address is www.bankunited.com. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports are available, free of charge, through our website as soon as reasonably practicable after their filing with the Commission.

Segment Reporting

See note (1) Summary of Significant Accounting Policies (r) Segment Reporting to the Notes to Consolidated Financial Statements for BankUnited’s policy on segment reporting.

15

Item 1A. Risk Factors

The continuation of current market conditions could adversely impact our business.

In fiscal 2007 a combination of rising interest rates and softening real estate prices throughout the United States culminated in an industry-wide increase in borrowers unable to make their mortgage payments and increased foreclosure rates. Lenders in certain sections of the housing and mortgage markets were forced to close or limit their operations. In response, financial institutions have tightened their underwriting standards, limiting the availability of sources of credit and liquidity. These conditions have already directly impacted the demand for our products by customers and by secondary market participants. If these negative market conditions become more widespread or continue for a prolonged period our earnings and capital could be negatively impacted. In response, we have shifted from primarily originating monthly payment option products to Select-My-Payment loans and conforming agency loans. Additionally, we are transitioning to selling more loans into the secondary market and maintaining a smaller portion of our production in portfolio. Our business may be adversely influenced if the markets do not accept our new products on a similar scale to our traditional offerings.

Changes in economic conditions could cause an increase in delinquencies and non-performing assets, including loan charge-offs, and depress our income and growth.

Our loan portfolios include many real estate secured loans, demand for which may decrease during economic downturns as a result of, among other things, an increase in unemployment, a decrease in real estate values, a slowdown in housing price appreciation or increases in interest rates. These factors could depress our earnings and consequently our financial condition because:

• customers may not want or need our products and services;

• borrowers may not be able to repay their loans;

• the value of the collateral securing our loans to borrowers may decline; and

• the quality of our loan portfolio may decline.

Any of the latter four scenarios could cause an increase in delinquencies and non-performing assets or require us to charge-off a percentage of our loans and/or increase our provision for loan losses, which would reduce our income.

In order to limit our credit risk, certain of our loans require borrowers to purchase credit enhancements such as private mortgage insurance. Fraud or misrepresentation could result in the denial of our mortgage insurance claim, which could increase our potential loss on a property. Repeated denials of claims or the financial failure of one of our mortgage insurance providers could have a negative affect on our earnings.

An inadequate allowance for loan losses would reduce our earnings.

We are exposed to the risk that our customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans will not be sufficient to assure full repayment. Credit losses are inherent in the lending business and could have a material adverse effect on our operating results and our ability to meet our obligations. Volatility and deterioration in domestic and foreign economies may also increase our risk for credit losses. Our portfolio composition, as of September 30, 2007, of which approximately 97% of loans are primarily secured by real estate, tends to reduce loss exposure. We evaluate the collectibility of our loan portfolio and provide an allowance for loan losses that we believe is adequate based upon such factors as:

• the risk characteristics of various classifications of loans;

• previous loan loss experience;

• specific loans that have loss potential;

16

• delinquency trends;

• estimated fair market value of the collateral;

• current economic conditions;

• the views of our regulators; and

• geographic and industry loan concentrations.

If our evaluation is incorrect and borrower defaults cause losses exceeding our allowance for loan losses, our earnings could be significantly and adversely affected. We cannot assure you that our allowance will be adequate to cover loan losses inherent in our portfolio.

We may experience losses in our loan portfolios or perceive adverse trends that require us to significantly increase our allowance for loan losses in the future, which would also reduce our earnings. During the quarter ended September 30, 2007, we experienced elevated levels of nonperforming assets and correspondingly recorded an increase to the allowance. If nonperforming assets were to remain elevated we would need to maintain a higher allowance which would reduce our earnings.

Reduced demand for our loans in the secondary market could adversely affect our financial condition and operating results.

Historically, we have held our loan production in our portfolio. However, periodically we have sold a portion of our loans in the secondary market. We are transitioning to selling a greater portion of our loans into the secondary market and retaining a smaller portion of our production. A lack of demand or secondary market illiquidity could have an adverse effect on our balance sheet, earnings and capital levels.

We may need additional capital resources in the future and these capital resources may not be available when needed or at all.

We may need to incur additional debt or equity financing in the future for growth, investment or strategic acquisitions. We cannot assure you that such financing will be available to us on acceptable terms or at all. If we are unable to obtain additional financing, we may not be able to grow or make strategic acquisitions or investments.

Net interest income could be negatively affected by changes in interest rates and lag in repricing of assets as compared to liabilities.

Our profitability depends to a large extent on the Bank’s net interest income, which is the difference between income on interest-earning assets such as mortgage loans and investment securities, and expense on interest-bearing liabilities such as deposits and borrowings. We are affected by changes in general interest rate levels and by other economic factors beyond our control. Our net interest income may be reduced if: (i) more interest-earning assets than interest-bearing liabilities reprice or mature during a time when interest rates are declining or (ii) more interest-bearing liabilities than interest-earning assets reprice or mature during a time when interest rates are rising.

Changes in the difference between short and long-term interest rates may also harm our business. For example, short-term deposits may be used to fund longer-term loans. When differences between short-term and long-term interest rates shrink or disappear, the spread between rates paid on deposits and received on loans could narrow significantly, decreasing our net interest income.

If market interest rates rise rapidly, interest rate adjustment caps may limit increases in the interest rates on adjustable rate loans (ARMs), thus reducing our net interest income because we will need to pay the higher rates

17

on our deposits and borrowings while being limited on the repricing of these loans due to the interest rate caps. As of September 30, 2007, payment option loans made up approximately 70% of our residential mortgage loan portfolio including loans held for sale and represented 60.6% of our total loans (excluding unearned premiums discounts, and deferred loan cost, and including loans held for sale). The interest rates on payment option loans adjust periodically based upon a contractually agreed index or formula up to a specified cap. In times of sharply rising interest rates, these caps could negatively affect our net interest margin by limiting the potential increase to interest income.

In addition, certain ARM loans reprice based on lagging interest rate indices. The effect of this lag may also negatively affect our net interest income when general interest rates continue to rise periodically. Lag risk results from timing differences between repricing of adjustable-rate assets and liabilities. The effect of this timing difference, or “lag”, would be generally favorable in a falling interest rate environment and negative during periods of rising interest rates. This lag risk can produce short-term volatility in the net interest margin during periods of interest rate movements even though over time the lag effect will balance out.

Our earnings are affected by the relationship between the levels and movement of certain interest rates. Since August there has been a wide spread between Treasury rates and the LIBOR Index. The majority of our loans are based on the Monthly Treasury Average (“MTA”) index which is the average of the last 12 months 1 year Treasury adjusted to a constant maturity. Thus a prolonged period with wide spreads between Treasury and LIBOR rates, without a return to the traditionally narrow spread between the two indices could limit our earnings.

An increase in loan prepayments and on prepayment of loans underlying mortgage-backed securities may adversely affect our profitability.

Prepayment rates are affected by consumer behavior, conditions in the housing and financial markets, general economic conditions and the relative interest rates on fixed-rate and adjustable-rate mortgage loans. Changes in prepayment rates are therefore difficult for us to predict. Prepayments of our mortgage loans may increase as we continue to expand our mortgage loan originations outside of Florida.

We recognize our deferred loan origination costs and premiums paid in originating these loans by adjusting our interest income over the contractual life of the individual loans. As prepayments occur, the rate at which net deferred loan origination costs and premiums are expensed increases. The effect of the increases of deferred costs and premium amortization may be mitigated by prepayment fees paid by the borrower when the loan is paid in full within a certain period of time which varies between loans. If prepayment occurs after the period of time when the loan is subject to a prepayment fee, the effect of the acceleration of premium and deferred cost amortization is no longer mitigated. As of September 30, 2007, we had $235 million in unearned premiums, discounts and net deferred origination costs. Of the $235 million, $227 million were related to residential mortgage loans and $2 million to commercial real estate loans.

We recognize premiums we pay on mortgage-backed securities as an adjustment to interest income over the life of the security based on the rate of repayment of the securities. Acceleration of prepayments on the loans underlying a mortgage-backed security shortens the life of the security, increases the rate at which premiums are expensed and further reduces interest income.

In addition, we may not be able to reinvest loan and security prepayments at rates comparable to the prepaid instrument particularly in a period of declining interest rates.

Changes in interest rates could have additional adverse effects on our financial condition and results of operations.

Fluctuations in interest rates could have significant adverse effects on our financial condition and results of operations, including, without limitation, decreasing the value of our mortgage servicing rights or our derivative

18

instruments. The initial and ongoing valuation and amortization of mortgage servicing rights is significantly impacted by interest rates, prepayment experience and the credit performance of the underlying loans. Mortgage servicing rights are also impacted by other factors, including, but not limited to, the amount of gains or losses recognized upon the securitization and sale of residential mortgage loans, the amortization of the assets and the periodic valuation of the assets. At September 30, 2007, we serviced $1.6 billion of loans for others and we had mortgage servicing rights with a carrying amount of $20.6 million.

We are unable to predict changes in market interest rates, which are affected by many factors beyond our control including inflation, recession, unemployment, money supply, domestic and international events and changes in financial markets in the United States and in other countries. Our net interest income is affected not only by the level and direction of interest rates, but also by the shape of the yield curve and relationships between interest sensitive instruments and key driver rates basis risks such as rate differential between the MTA and LIBOR rates , as well as balance sheet growth, client loan and deposit preferences and the timing of changes in these variables. In an increasing rate environment, our interest costs on liabilities may increase more rapidly than our income on interest earning assets. This could result in a deterioration of our net interest margin.

Changes in interest rates could also adversely affect our financial condition by reducing the value of our derivative instruments. We use derivative instruments as part of our interest rate risk management activities to reduce risk associated with our borrowing activities. Our use of derivative instruments, however, exposes us to credit risk and market risk. Our credit risk is heightened when the fair value of a derivative contract is positive, which generally means that a counterparty owes money to us. We try to minimize credit risk in derivative instruments by entering into transactions with high-quality counterparties. While, our derivatives balance as of September 30, 2007 is a net credit of $614 thousand, there can be no assurance that our financial evaluation of a counterparty will be accurate or that its financial status will not change.

Market risk is the adverse effect on the value of a financial instrument from a change in interest rates or implied volatility of rates. We manage market risk by establishing and monitoring limits on the types and degree of risk undertaken. Changes in interest rates may have either a positive or negative effect on the value of a derivative instrument depending on the nature of the derivative instrument.

Additionally, a substantial and sustained increase in interest rates could harm our ability to originate loans because refinancing an existing loan or taking out a subordinate mortgage would be less attractive, and qualifying for a loan may be more difficult.

The non-cash portion of our net interest income and repayment risks may grow because of our concentration in payment option loans.

At September 30, 2007, our payment option loans made up 60.6% of our total loans (excluding unearned premiums discounts, and deferred loan costs, and including loans held for sale). These loans provide the consumer with several payment options each month and may result in monthly payments being lower than the amount of interest due on the loan. Any unpaid monthly interest is added to the loan balance. The amount of the negative amortization is a non-cash item that is accrued in net interest income. This amount of net interest income will continue to increase as the negative amortization in our payment option loans increases.

These loans provide the consumer with the ability to reduce his or her initial loan payment and limit the amount of annual increase in the required monthly payment. The loans are re-amortized and the loan payments re-calculated at the earlier of (i) five years from inception of the loan; or (ii) when a loan balance has increased to 115% of the original loan. It is anticipated that approximately $39 million of the payment option portfolio will reach the 115% level during fiscal 2008. If a loan negatively amortizes in the initial year the consumer must make the payments up in the later years of the loan. This presents a potential repayment risk if the consumer is unable to meet the higher payment or to repay the loan through refinancing or sale of the underlying property.

19

Our exposure to credit risk is increased by our commercial real estate, commercial business and construction lending.

Commercial real estate, commercial business and construction lending generally involve higher credit risk than single-family residential lending. Such loans involve larger loan balances to a single borrower or groups of related borrowers. At September 30, 2007, we had a balance of $617 million in commercial real estate loans (including multi-family residential loans), $147 million in construction loans, $303 million in land and development loans, and $188 million in commercial business loans.

Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties, as well as the factors affecting residential real estate borrowers. These loans also involve greater risk because they generally are not fully amortizing over the loan period, but have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or timely sell the underlying property.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the property’s value at completion of construction equals or exceeds the cost of the property construction (including interest) and the availability of permanent take-out financing. During the construction phase, a number of factors can result in delays and cost overruns. If our estimate of value is inaccurate or if actual construction costs exceed estimates, the value of the property securing our loan may be insufficient to ensure full repayment when completed through a permanent loan or by seizure of collateral.

Commercial business loans are typically based on the borrowers’ ability to repay the loans from the cash flows of their businesses. Such loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. In addition, the collateral securing the loans may depreciate over time, be difficult to appraise and liquidate, and fluctuate in value based on the success of the business.

Commercial real estate, commercial business and construction loans are more susceptible to a risk of loss during a downturn in the business cycle. The underwriting, review and monitoring performed by our officers and directors cannot eliminate all of the risks related to these loans.

Negative events in certain geographic areas could adversely affect our results.

Some of our depositors and borrowers are citizens of other countries, including countries of Europe, Central and South America and the Caribbean, who are in the process of moving to the United States or have second homes in the United States. These loans are secured by property located in the United States, primarily in Florida, and generally carry a lower loan to value ratio than loans to domestic residents. As of September 30, 2007, the amount of residential mortgage loans made to these borrowers was approximately $1.5 billion, or 12% of our overall portfolio. The value of the underlying property provides a source of liquidation in the United States but the consumer’s ability to make his or her monthly payments may be affected by factors such as foreign exchange rates, capital outflow limitations, and other political and economic risks associated with the country of residence. Changes in the United States laws and regulations affecting residents from those countries could also adversely affect us if they result in a significant loss of deposits, increased loan defaults or a decreased market for our products. We endeavor to limit our risk through our underwriting criteria on these loans.

Adverse market conditions in Florida could adversely impact us

The majority of the loans in our portfolio are secured by residential and commercial properties in Florida. Deteriorating market conditions, any economic downturn in Florida or adverse changes in laws and regulations that impact the banking industry may have a negative impact on our business. Negative conditions in the Florida real estate markets could adversely affect our borrowers’ ability to repay and the value of the underlying collateral. Real estate values are impacted by various factors, including general economic conditions,

20

governmental rules or policies and natural disasters, such as hurricanes. Additionally, our borrowers may be confronted with increased insurance costs as a result of such natural disasters. These factors may adversely impact our borrowers’ ability to make required payments, which in turn, may negatively impact our results.

Competition with other financial institutions could adversely affect our profitability.

The banking and financial services industry is very competitive. Legal and regulatory developments have made it easier for new and sometimes unregulated competitors to compete with us. Consolidation among financial service providers has resulted in fewer very large national and regional banking and financial institutions holding a large accumulation of assets. These institutions generally have significantly greater resources, a wider geographic presence or greater accessibility to capital, compared to us. Our competitors sometimes are also able to offer more services, more favorable pricing or greater customer convenience than we do. In addition, our competition has grown from new banks and other financial services providers that target our existing or potential customers. As consolidation continues among large banks, we expect additional smaller institutions to try to exploit our market.

We face substantial competition for both deposits and loans. We compete for deposits with banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds and mutual funds. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to attract new deposits. Increased competition for deposits could increase our cost of funds and adversely affect our ability to generate the funds necessary for our lending operations.

Competition for loans comes principally from other banks, savings institutions, mortgage banking companies and other lenders. In originating mortgage loans, we compete with real estate investment trusts, investment banking firms, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, other lenders, the FNMA, the FHLMC, the Government National Mortgage Association (“GNMA”) and other entities purchasing mortgage loans. This competition could decrease the number and size of loans that we make and the interest rates and fees that we receive on these loans.

The demand for residential mortgage loans in recent years has made it more difficult and expensive to recruit and retain the services of qualified lending personnel. Increased competition for loan officers and other personnel could hinder our ability to close loans and to improve our results of operations.

Technological developments have allowed competitors, including some non-depository institutions, to compete more effectively in local markets, and have expanded the range of financial products, services and capital available to our target customers. If we are unable to implement, maintain and use such technologies effectively, we may not be able to offer products or achieve cost-efficiencies necessary to compete in our industry. In addition, some of these competitors have fewer regulatory constraints and lower cost structures.

We are dependent upon the services of our management team and qualified personnel.

We are dependent upon the ability and experience of a number of our key management personnel who have substantial experience with our operations, the financial services industry and the markets in which we offer our services. It is possible that the loss of the services of one or more of our senior executives or key managers would have an adverse effect on our operations.

We depend on our account executives and loan officers to attract borrowers by, among other things, developing relationships with commercial and consumer clients, mortgage companies, real estate agents, brokers and others. We believe that these relationships lead to repeat and referral business. The market for skilled account executives and loan officers is highly competitive and historically has experienced a high rate of turnover. In addition, if a manager leaves our company, other members of the manager’s team may follow.

21

Competition for qualified account executives and loan officers may lead to increased hiring and retention costs. Our success also depends on our ability to continue to attract, manage and retain other qualified personnel as we grow. We cannot assure you that we will continue to attract or retain such personnel.

Adjustments for loans held for sale may adversely affect our profits.

In our financial statements we must revalue, on a quarterly basis, loans that we originate and classify as held for sale to the lower of their cost or market value. Depending on market conditions, such adjustments may adversely affect our results of operations. At September 30, 2007, loans held for sale totaled $175 million compared to a total loan portfolio size of $12.6 billion (including unearned discounts, premiums and deferred loan costs) at the same date.

We are exposed to credit risk from the sale of mortgage loans.

We retain limited exposure from the sale of mortgage loans. We make standard representations and warranties to the purchasers. If individual mortgages are found to have not complied with the representations and warranties, we may be required to repurchase the loans. The standard representations and warranties do not assure against credit risk associated with the loans.

If we are unable to maintain or expand our volume of business with independent brokers, our loan-origination business may decrease.

We originate a high volume of residential mortgage loans through a network of mortgage brokers. We follow careful procedures to select the brokers with whom we establish relationships and the brokers are not required to work exclusively with us. Our competitors also have relationships with the brokers in our network and actively compete with us to obtain loans and increase broker relationships. We cannot assure you that we will be successful in maintaining our existing relationships or expanding our broker networks. Failure to do so could negatively affect the volume and profitability of our mortgage loan originations, and thus adversely affect our business, financial condition, liquidity and results of operations.

Our earnings could be adversely impacted by incidences of fraud and compliance failures that are not within our direct control.

We are subject to fraud and compliance risk in connection with the origination of mortgage loans. Fraud risk includes the intentional misstatement of information in property appraisals or other underwriting documentation provided to us by third parties. Compliance risk is the risk that loans are not originated in compliance with applicable laws and regulations and our standards. There can be no assurance that we can prevent or detect acts of fraud or violation of law or our compliance standards by the third parties that we deal with. Repeated incidences of fraud or compliance failures adversely impact the performance of our portfolio and could require us to repurchase such loans which were sold in the secondary market.

We grant residential loans under reduced documentation programs, which accounted for 31% of residential loans (excluding unearned premiums, discounts and deferred loan costs) as of September 30, 2007.

Customary industry guidelines for these programs may not require information about borrowers’ income and/or assets to be submitted or verified. To the extent borrowers overstate their income and/or assets, the ability of borrowers to repay their loans may be impaired which could adversely affect the quality of our loan portfolio. While we design and structure our underwriting guidelines and practices to mitigate this risk, these guidelines and mitigating practices may not be effective in preventing increased defaults by borrowers.

Recent developments in the mortgage market may affect our ability to originate loans and the profitability of loans in our pipeline.

The mortgage lending industry has experienced a significant increase in delinquencies in recent months. The decline in credit quality is most noteworthy among subprime lenders. Generally, we have not originated

22

residential loans with credit scores below 620, except for CRA loans. Over the last several years, we have continuously tightened our credit standards and since August 2007 we have concentrated our originations on loans with credit scores over 680. While we have never been a subprime lender recent reports of credit quality, financial solvency and other problems among subprime lenders have increased volatility in the price of our common stock. If the subprime segment continues to have problems in the future and/or credit quality problems spread to other industry segments, including lenders who make reduced documentation loans to prime credit quality borrowers, there could be a prolonged decrease in the demand for our loans in the secondary market, adversely affecting our earnings and negatively impacting the price of our common stock.

The residential-mortgage-origination business is a cyclical industry, has started to decline from its highest levels ever, reducing the number of loans we originate and could adversely impact our business.

The residential-mortgage-origination business has historically been a cyclical industry, enjoying periods of strong growth and profitability followed by periods of shrinking volumes and industry-wide losses. The primary influence on our originations is the aggregate demand for loans in the United States, which is affected by prevailing interest rates. Increases in interest rates may adversely affect our results of operations.

Liquidity risk

Our liquidity may be affected by an inability to access the capital markets or by unforeseen demands on cash. This situation may arise due to circumstances beyond our control, such as a general market disruption. During 2007, there has been significant volatility in the capital markets. In the fiscal year 2007 there was a market disruption resulting in an illiquid market for our loans. The continuation of these conditions in the secondary market reduces our ability to raise liquidity through the sale of loans. We cannot predict with any degree of certainty how long these market conditions may continue, nor can we anticipate the degree of impact such market conditions will have on loan origination volumes and gain on sale results. Additionally, several of our competitors have experienced rating downgrades based in part upon the market disruption. A similar downgrade of the Company’s debt could have the effect of reducing the Company’s access to funding and increase borrowing costs.

Loan sales may be difficult or less profitable to execute if our loans are defective.

In connection with the sales of our loans, we are required to make a variety of customary representations and warranties regarding our company and the loans. We are subject to these representations and warranties for the life of the loan and they relate to, among other things:

• compliance with applicable laws;

• eligibility for whole-loan sale or securitization;

• conformance with underwriting standards;

• the accuracy of the information in the loan documents and loan file; and

• the characteristics and enforceability of the loan.

We may not be able to sell a loan that does not comply with these representations and warranties, or such sale may require greater effort or expense. If individual mortgages are found to have not complied with the representatives and warranties and if such loans are sold before we detect non-compliance, we may be obligated to repurchase the loan and bear any associated loss directly, or we may be obligated to indemnify the purchaser against any such losses. These circumstances could adversely impact the profitability of loan sales and our financial results.

Failure to pay interest on our debt may adversely impact us.

Deferral or default in making interest payments on debt could affect our ability to fund our operations and pay dividends on our common stock. As of September 30, 2007, we had approximately $237 million of trust

23

preferred securities and subordinated debentures outstanding related to ten trust subsidiaries owned by us. Interest payments, including those on adjustable rate notes, are projected to be approximately $19 million per year based on interest rates at September 30, 2007, which must be paid before we pay dividends on our capital stock, including our Class A Common Stock. We have the right to defer interest payments on the notes for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock. Deferral of interest payments could also cause a decline in the market price of our Class A Common Stock.

As of September 30, 2007, we also had credit lines of $7.2 billion under our FHLB Atlanta credit line of which $6.4 billion (including $155 million in letters of credit) was outstanding. Such borrowings from the FHLB Atlanta were secured by a pledge of approximately $9.1 billion of our residential first mortgage loans and other eligible collateral. Our total credit line with the FHLB Atlanta is approximately 50% of the Bank’s assets at each prior quarter’s end. Failure to pay interest or principal on this debt could adversely affect our business by causing us to lose our collateral and the FHLB Atlanta as a funding source. In addition to our FHLB Atlanta borrowings, we had $143 million in repurchase agreements outstanding as of September 30, 2007 all of which are secured by mortgage-backed securities or other investment securities.

As of September 30, 2007, we had outstanding $120 million of convertible senior notes that mature in March 2034 and bear interest at an annual rate of 3.125% payable semiannually. Upon conversion of the notes we will deliver cash for 100% of the principal amount of the notes and may, at our discretion, in lieu of delivering shares of Class A Common Stock, deliver cash or a combination of cash and shares of Class A Common Stock for the profit shares. We may redeem for cash some or all of the notes at any time on or after March 1, 2011 at 100% of the principal amount of the notes plus any accrued and unpaid interest, contingent interest and additional amounts, if any. Holders may require us to purchase all or part of the notes for cash at a purchase price of 100% of the principal amount of the notes plus accrued and unpaid interest including contingent interest and additional amounts, if any, on March 1, 2011, March 1, 2014, March 1, 2019, March 1, 2024 and March 1, 2029 or upon the occurrence of a fundamental change. The notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness. The notes are effectively subordinated to our entire senior secured indebtedness and all indebtedness and liabilities of its subsidiaries.

As of September 30, 2007, we had outstanding $184 million of HiMEDS equity units. The HiMEDS carry a total distribution rate of 6.75%. Each unit has a stated amount of $50 and is comprised of (i) a 3-year purchase contract which will obligate the holder to purchase from BankUnited on May 17, 2010, a certain number of shares of our Class A Common Stock, for $50; and (ii) a 1/20 undivided beneficial interest in $1,000 principal amount of our 6.37% Senior Notes due May 17, 2012. Holders of the HiMEDS will be entitled to receive quarterly contract adjustment payments at a rate of 0.38% per year of the state amount of $50 per unit. The threshold appreciation price of the units is $32.76.

As of September 30, 2007, we had outstanding $12.5 million of junior subordinated debentures due on December 15, 2017. The debentures bear an annual floating rate equal to 3-month LIBOR plus 3%.

If we do not manage our growth effectively, our financial performance could be harmed.

In recent years, we have experienced rapid growth that has placed certain pressures on our management, administrative, operational and financial infrastructure. As of September 30, 2007, we had 1,504 full time equivalent employees. Many of these employees have limited experience with us and a limited understanding of our systems and controls. As we grow, we need to hire additional associates and management in an intensely competitive hiring environment. Additionally, we must upgrade and expand our operational, managerial and financial systems and controls. Plans for the continued development and growth of our business in the future will also require numerous resources, systems development and capital. We cannot assure you that we will be able to:

• identify and hire qualified employees;

• expand our systems effectively;

24

• allocate our human resources optimally; or

• meet our capital needs.

The failure to manage growth effectively could significantly harm our business, financial condition, liquidity and results of operations. Our ability to continue to grow depends, in part, on our ability to hire and retain qualified personnel, open new branch locations, successfully attract deposits to those locations, and identify loan and investment opportunities. We also depend on maintaining productive relationships with the brokers through whom we generate the majority of our one-to-four family residential mortgage loans that we originate. Our ability to profit from our growth also will depend on whether we can efficiently fund our growth, control our costs and maintain asset quality, as well as on factors beyond our control, such as economic conditions and interest rate trends.

Market conditions affecting the demand for our products, which have existed since August may not be advantageous or support continued expansion. If these conditions continue for a prolonged period we may reduce the size of our loan portfolio and balance sheet and our earnings could be adversely affected.

Our future growth is dependent upon our ability to recruit additional, qualified employees, especially seasoned relationship bankers.

Our business plan includes, and is dependent upon, hiring and retaining highly qualified and motivated executives and employees at every level. In particular, our success has been partly the result of our management’s ability to seek and retain highly qualified relationship bankers who have long-standing relationships in their communities. These professionals bring with them valuable customer relationships, and have been an integral part of our ability to attract deposits and to expand rapidly in our market areas. We expect to experience substantial competition in our endeavor to identify, hire and retain the top-quality employees that we believe are key to our future success. If we are unable to hire and retain qualified employees, we may not be able to grow our franchise and successfully execute our business strategy.

We rely heavily on the proper functioning of our technology.

We rely on our computer systems and outside servicers providing technology for much of our business, including recording our assets and liabilities. If our computer systems or outside technology sources fail, are not reliable, or suffer a breach of security, our ability to maintain accurate financial records may be impaired, which could materially affect our operations and financial condition.

Terrorist activities could cause reductions in investor confidence and substantial volatility in real estate and securities markets.

It is impossible to predict the extent to which terrorist activities may occur in the United States or other regions. It is also uncertain what affects any past or future terrorist activities and/or any consequent actions on the part of the United States government and others will have on the United States and world financial markets, local, regional and national economies, and real estate markets across the United States. Among other things, reduced investor confidence could result in substantial volatility in securities markets, a decline in general economic conditions and real estate related investments and an increase in loan defaults. Such unexpected losses and events could materially affect our results of operations. Tourism and the travel industry are important factors to the general economy of our primary market, which could be adversely affected by terrorism.

Valuation Risk

We carry certain assets, including investments and mortgage-backed securities, at fair value. Generally, for asset that are reported at fair value we use quoted market prices or valuation models that utilize market data inputs to estimate fair value. In certain cases quoted market prices or market data inputs may not be readily available or availability could be diminished due to market conditions. In those cases, different assumptions could result in significant changes in valuation.

25

We are subject to extensive regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to receive dividends from the Bank.

The Bank is subject to extensive regulation, supervision and examination by the OTS as its primary federal regulator, and by the FDIC, which insures its deposits. As a member of the FHLB, the Bank must also comply with applicable regulations of the Federal Housing Finance Board and the FHLB. Regulation by these agencies is intended primarily for the protection of our depositors and the deposit insurance fund and not for the benefit of our stockholders. The Bank’s activities are also regulated under consumer protection laws applicable to our lending, deposit and other activities. A sufficient claim against us under these laws could have a material adverse effect on our results.

Among other things, the Bank’s ability to pay cash dividends to the holding company is limited by these regulations. The Bank must notify the OTS in advance of any proposed distribution, and may not pay dividends or distribute any capital assets if the distribution is disapproved by the OTS. OTS regulations also impose certain minimum capital requirements that affect the amount of cash available for the payment of dividends by the Bank. Because income is received by us from the Bank through dividend payments, our ability to service the debt issued by us and dividends on our capital stock is limited by the financial condition of the Bank.

The Bank’s ability to make capital distributions is subject to regulatory limitations. Generally the Bank may make a capital distribution if notice of the proposed capital distribution is filed with the OTS at least 30 days before the board of directors approves the distribution, and the OTS does not disapprove the notice. The OTS may disapprove the notice if it determines that the Bank would be undercapitalized after the proposed distribution, that the proposed distribution raises safety and soundness concerns or that the proposed distribution would violate a statute, regulation or agreement with the OTS or any condition imposed by the OTS. The Bank’s ability to make such distribution by filing a notice, instead of an application for approval, depends on maintaining eligibility for “expedited status.” The Bank currently qualifies for expedited status, but there can be no assurance that it will maintain its current status. In addition, the Bank would be required to file an application for approval of the proposed distribution, instead of a notice, if the total amount of all capital distributions for the calendar year, including the proposed distribution, would exceed the Bank’s net income for that year plus retained net income for the preceding two years. FDIC regulations also require all insured depository institutions to remain in a safe and sound condition, as defined in regulations, as a condition of federal deposit insurance.

OTS regulations also restrict our ability to open new banking offices. We must publish notice of the proposed office in area newspapers and, if objections are made, the new office may be delayed or disapproved.

The agencies have also promulgated guidelines regarding nontraditional mortgages, which could result in additional scrutiny regarding the underwriting and portfolio management of ARMs, as well as establishing specific disclosure requirements for payment option and interest only mortgages. It is possible that one or more legislative proposals may be adopted or regulatory changes may be made that would have an adverse effect on our business.

Changes in the regulation of financial services companies and housing government-sponsored entities could adversely affect our business.

Proposals for further regulation of the financial services industry are continually being introduced in Congress. The agencies regulating the financial services industry also periodically adopt changes to their regulations. Proposals that are now receiving a great deal of attention include regulation of government sponsored-entities, consumer protection initiatives relating to capital, consumer loan disclosures, security of customer information, marketing practices, the Real Estate Settlement Procedures Act, predatory lending and risk management for commercial real estate loans. Regulatory authorities have extensive discretion in their supervisory activities that could be used to restrict our business. Changes in the laws or regulations that govern us could further restrict our operations, impose burdensome requirements and increase our expenses which could impair our ability to meet our obligations.

26

Our operations could be harmed by a challenging legal climate.

Class action or other litigation against lenders in certain regions or related to particular products, services or practices may arise from time to time, even if the activities subject to complaint are not unlawful. Such claims may be brought, for example, under state or federal consumer protection laws. The damages and penalties claimed in these types of matters can be substantial. We may also be adversely affected by the actions of our brokers, or if another company in our industry engages in criticized practices. Negative publicity may result in more regulation and legislative scrutiny of industry practices, as well as more litigation, which may further increase our cost of doing business and adversely affect our profitability by impeding our ability to market our products, requiring us to change them or increasing the regulatory burdens under which we operate.

Negative public opinion could damage our reputation and adversely affect our earnings.

Reputational risk is the risk to our operations from negative public opinion. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including our sales practices, practices used in our origination and servicing operations and retail banking operations, our management of actual or potential conflicts of interest and ethical issues, and our protection of confidential customer information. Negative public opinion can adversely affect our ability to keep and attract customers and can expose us to litigation.

Our REIT subsidiary may fail to qualify as a real estate investment trust, which would adversely affect our future after-tax earnings.

Our REIT subsidiary, BU REIT, is organized and operated to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Although it is intended that our REIT subsidiary be owned and organized and operated in such a manner, its continued qualification as a real estate investment trust for federal income tax purposes is not guaranteed. No assurance can be given that new legislation, Treasury regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualifications as a real estate investment trust or the federal income tax consequences of such qualification in a way that would adversely affect our REIT subsidiary’s ability to qualify as a real estate investment trust. Any such legislation could cause a tax event that would adversely affect our future consolidated after-tax earnings.

Provisions in our Articles of Incorporation, Bylaws and Florida law could impede efforts to remove management and frustrate takeover attempts.

Certain provisions of our Articles of Incorporation and Bylaws could delay or frustrate the removal of incumbent directors and make a merger, tender offer or proxy contest more difficult, even if such events appear to benefit stockholders. Certain provisions of state and federal law may also discourage or prohibit a future takeover attempt in which our stockholders might otherwise receive a substantial premium for their shares over then-current market prices.

The voting power of the directors, executive officers and holders of 5% or more of our equity securities and certain provisions of our Articles of Incorporation may discourage any proposed takeover not approved by our board of directors. We cannot assure you that your interests will coincide with those of our directors, executive officers or 5% stockholders. Under our Articles of Incorporation, as amended, we may issue additional shares of Class A Common Stock, Class B Common Stock and Noncumulative Convertible Preferred Stock, Series B (the “Series B Preferred Stock”) at any time. We do not intend to issue additional shares of the Class B Common Stock and Series B Preferred Stock if the issuance would result in the termination of trading of the Class A Common Stock on the NASDAQ Global Select Market.

Our insiders hold voting rights that give them significant control over matters requiring stockholder approval.

Our directors and executive officers hold substantial amounts of our Class A Common Stock, Class B Common Stock and Series B Preferred Stock. Each share of Class A Common Stock is entitled to one-tenth vote,

27

each share of Class B Common Stock is entitled to one vote, and each share of Series B Preferred Stock is entitled to two and one-half votes. For a more detailed description of our capital stock, see “Description of capital stock.” These classes generally vote together on matters presented to stockholders for approval. Consequently, other stockholders’ ability to influence our actions through their vote may be limited and the non-insider stockholders may not have sufficient voting power to approve a change in control even if a significant premium is being offered for their shares. We cannot assure you that our officers and directors will vote their shares in accordance with your interests.

There are several business and family relationships among directors that could create conflicts of interest.

Several of our directors have business relationships with us and each other as disclosed in note (16) Related Party Transactions in the notes and Consolidated Financial Statements. We have “opted-out” of the Florida statute, which would require the approval of either disinterested directors or a super majority vote of disinterested stockholders in the event of certain affiliate transactions. Business and family relationships among us, our directors and officers may create conflicts of interest which are reviewed and addressed by our board of directors. We cannot assure you that your interests will coincide with those of our officers and directors.

There is volatility related to our common stock price.

Changes in the price of our stock have been historically volatile compared to price changes in the general market. The market price of our common stock is subject to significant fluctuation in response to various market factors and events, including variations in our performance and results, changes in earnings estimates by securities analysts, publicity regarding the industry, the Company and its competitors, the banking and mortgage industries generally and new statutes or regulations. In addition, stock market fluctuations unrelated to our operating performance could result in an adverse affect on the price of our common stock.

Based on published reports, at July 15, 2006 we had a short interest in our Class A Common Stock of approximately 1.5%. In August 2006 the short interest in our Class A Common stock started to increase and has remained at elevated levels since the first quarter of fiscal 2007. At November 15, 2007 short interest in our Class A Common stock was 48%. There is no guarantee that short sales will not continue to depress the price of our stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

BankUnited leases executive and administrative office space located at 255 Alhambra Circle, Coral Gables, Florida 33134, pursuant to a lease terminating in 2014. As of November 12, 2007, we operated 86 full-service banking offices located in Florida, three of which are owned and 83 of which are leased. The lease terms of these offices extend between 2009 and 2018. These offices are located in the following thirteen counties:

County	No of offices
Broward	23
Miami-Dade	22
Palm Beach	17
Collier	3
St. Lucie	4
Charlotte	2
Lee	3
Martin	3
Sarasota	3
Hillsborough	2
Indian River	2
Pinellas	1
Manatee	1
Total	86

28

Our operations center is located in Miami Lakes, Florida and consists of three leased buildings with current leases expiring in 2013 and options to extended for an additional 10 years. One of the buildings of this office complex is a storm resistant facility. We also maintain backup information technology support at our Arizona facility through a third party vendor.

We also lease properties for our loan production offices located in multiple states. These offices are located in the following eight states:

State	No of offices
Florida—Miami Lakes and Tampa	2
Arizona—Scottsdale	1
California—San Francisco Bay area	1
Illinois—Chicago	1
Rhode Island—Warwick	1
Virginia—Fairfax	1
Oregon—Portland	1
Colorado—Denver	1
Total	9

The lease terms of these offices extend between 2008 and 2016. The Oregon and Colorado offices were added in 2007. During fiscal 2007, the Delray Beach office was consolidated with the Miami office.

Item 3. Legal Proceedings

BankUnited and its subsidiaries, from time to time, are involved as plaintiff or defendant in various legal actions arising in the normal course of their businesses. While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is the opinion of management that no proceedings exist, either individually or in the aggregate, which, if determined adversely to BankUnited and its subsidiaries, would have a material effect on BankUnited’s consolidated financial condition, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

None.

29

PART II

Item 5. Market for the Registrant’s Common Stock, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Stock Information

BankUnited’s Class A Common Stock, is traded on the Nasdaq, Global Select Market (“NASDAQ”) under the symbol “BKUNA”. BankUnited’s Class B Common Stock, $.01 par value (“Class B Common Stock”), is not traded on any established public market. The following table sets forth the high and low sales prices (as reported by the NASDAQ) for the Company’s Class A Common Stock and the amount of cash dividends per share declared during the last two periods:

For the Year Ended September 30, 2006

	Stock Price				Cash Dividends Declared
For the Three Months Ended	High		Low
December 31, 2005	$	27.64	$	20.18	$	0.005
March 31, 2006	$	28.86	$	25.89	$	0.005
June 30, 2006	$	32.00	$	26.27	$	0.005
September 30, 2006	$	31.82	$	24.49	$	0.005

For the Year Ended September 30, 2007

	Stock Price				Cash Dividends Declared
For the Three Months Ended	High		Low
December 31, 2006	$	28.38	$	24.25	$	0.005
March 31, 2007	$	28.79	$	19.92	$	0.005
June 30, 2007	$	24.46	$	19.99	$	0.005
September 30, 2007	$	20.48	$	13.64	$	0.005

30

Stock Price Performance Graph

The following graph presents a comparison of the cumulative total stockholder return on BankUnited’s Class A Common Stock with that of the (i) Nasdaq Composite Index, (ii) Nasdaq Financial 100 Index, and (iii) S&P 600 Thrift & Mortgage Index over the five year period ending on September 30, 2007.

This graph assumes that $100 was invested on September 30, 2002 in the Company’s Class A Common Stock and in the other indices, and that all dividends were reinvested. The stock price performance shown below is historical and not necessarily indicative of future price performance.

	Cumulative Total Return
	9/02	9/03	9/04	9/05	9/06	9/07
BankUnited Financial Corporation	100.00	132.92	182.76	143.47	163.67	97.66
NASDAQ Composite	100.00	150.59	162.89	185.48	196.37	236.60
NASDAQ Financial 100	100.00	122.67	136.36	155.00	177.30	176.23
S&P 600 Thrift & Mortgage Index	100.00	151.76	192.45	189.71	182.65	135.02

This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or Exchange Act, except to the extent that BankUnited specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

31

At November 8, 2007, there were 1,034 holders and 13 holders of record of our Class A Common Stock and Class B Common Stock, respectively. The number of holders of record of the Class A Common Stock includes nominees of various depository trust companies for an undeterminable number of individual stockholders. Class B Common Stock is convertible into Class A Common Stock at a ratio (subject to adjustment upon the occurrence of certain events) of one share of Class A Common Stock for each share of Class B Common Stock surrendered for conversion.

Our Board of Directors declared dividends of $0.005 per share on our Class A Common Stock on November 28, 2006, March 5, 2007, May 31, 2007, and August 29, 2007. We anticipate that we will continue to declare and pay such dividends on a quarterly basis subject to termination at any time at the sole discretion of the board. During fiscal year 2006, BankUnited’s board of directors declared dividends of $0.005 per share on its Class A Common Stock on November 23, 2005, February 28, 2006, May 30, 2006, and August 29, 2006 . See note (11) Regulatory Capital to the Notes to Consolidated Financial Statements for a discussion of restrictions on the Bank’s payment of dividends to BankUnited.

For the range of high and low bid prices for the Class A Common Stock quoted on NASDAQ for each quarter of fiscal 2007 and 2006, see table above.

Stock Compensation Plan Information

The following table sets forth information as of September 30, 2007, with respect to stock compensation plans under which equity securities are authorized for issuance.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issues Under Stock Compensation plans (excluding securities reflected in column (a) (6) (c)
Stock based compensation plans approved by stockholders (1)
Common Shares (2)	2,416,136	$	19.08
Preferred Shares (3)	1,038,745		27.26
Total Securities (4) (5)	3,454,881	$	21.54	4,714,724
Stock based compensation plans not approved by stockholders	—		—	—

(1) Shares issued under BankUnited’s 2007 Stock Award and Incentive Plan (the “2007 Plan”), 2002 Stock Award and Incentive Plan, and the 1996 Incentive and Stock Award Plan.

(2) Common Shares includes shares of BankUnited’s Class A and Class B Common Stock.

(3) All preferred Shares are BankUnited’s Series B Preferred Stock.

(4) Total securities to be issued upon the exercise of outstanding options.

(5) Total Securities remaining available for future issuance under the stock compensation plan may be awarded in shares of Class A Common Stock, Class B Common Stock or Series B Preferred Stock, alone or in any such combination of such classes of stock.

(6) Under BankUnited’s 2007 Stock Award and Incentive Plan, the number of shares of stock available for issuance under the plan is calculated as (i) 5,000,000 plus (ii) the number which become available under pre-existing plans due to cancellation, expiration, forfeiture, cash settlement or other termination without delivery of shares pursuant to awards under such pre-existing plans, plus (iii) 8% of the number of shares of stock issued or delivered by BankUnited during the term of the 2007 Plan, other than issuances or deliveries under the 2007 Plan or other stock-based compensation plans of the Company; provided that the total number of shares of stock for which incentive stock options may be granted shall not exceed (i) plus (ii) above.

32

Purchases of BankUnited Stock

On October 24, 2002, our Board of Directors approved a stock repurchase program for its Class A Common Stock. Under the program, we could initially purchase up to 1,000,000 shares of our Class A Common Stock in open market transactions, from time to time, at such prices and on such conditions as the Executive Committee of the Board of Directors determines to be advantageous. This plan does not have an expiration date. BankUnited initiated this program in the belief that the volatility of the financial markets, in general, has at times generated a market price that does not adequately reflect the real value of our stock or the level of confidence that management and the Board of Directors have in our ability to implement our strategy and achieve continued growth. BankUnited intends to repurchase shares under this authorization as the Executive Committee deems such repurchases appropriate. The basis for the carrying value of our treasury stock is the purchase price or fair value of the shares in the open market at the time of purchase.

On October 26, 2006, the Board of Directors increased the number of shares that could be acquired under the stock repurchase program from 1,000,000 shares to 3,000,000 shares.

On January 23, 2007, the Board of Directors authorized a 600,000 share increase in the number of shares that could be acquired under the stock repurchase program from 3,000,000 shares to 3,600,000 shares, and, on April 16, 2007, the Board of Directors authorized an 800,000 share increase in the number of shares that could be acquired under the stock repurchase program from 3,600,000 shares to 4,400,000 shares.

The following table summarizes purchases of BankUnited equity securities by BankUnited during fiscal 2007, 2006 and 2005 under the repurchase program approved in October 2002:

	Total Shares Purchased	Range Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)	Maximum Number of Shares that May Yet Be Purchased Under the Program
January 1, 2004 – Sep 30, 2005	89,700	$	23.58 – $29.03	89,700	910,300
October 1, 2005 – Sep 30, 2006	—		—	—	—
October 1, 2006 – Sep 30, 2007	1,738,295	$	16.37 – $27.39	1,827,995	2,572,005

33

Item 6. Selected Financial Data

The following selected financial data should be read in conjunction with BankUnited’s Consolidated Financial Statements and Notes thereto:

	As of or for the Years Ended September 30,
	2007			2006			2005 (1)			2004		2003
	(Dollars in thousands, except per share data)
Operations Data:
Interest income	$	958,970		$	713,508		$	430,876		$	331,894	$	315,156
Interest expense		635,377			463,066			268,411			188,903		198,848
Net interest income		323,593			250,442			162,465			142,991		116,308
Provision for loan losses		31,500			10,400			3,800			5,025		5,425
Net interest income after provision for loan losses		292,093			240,042			158,665			137,966		110,883
Non-interest income:
Service and other fees, net of amortization and impairment		16,427			14,132			8,748			6,326		4,666
Net gain on sale of investments and mortgage-backed securities		(524	)		—			3,741			1,526		7,305
Net gain on sale of loans and other assets		9,752			13,271			2,371			3,431		7,267
Gain (loss) on swaps		(327	)		(1,657	)		(1,369	)		—		1,445
Other		7,319			9,948			9,614			9,287		8,329
Total non-interest income		32,647			35,694			23,105			20,570		29,012
Non-interest expenses:
Employee compensation and benefits		103,244			76,211			51,817			43,773		40,390
Occupancy and equipment		39,003			29,572			24,379			17,399		12,606
Professional fees		7,368			6,506			5,556			2,851		3,714
Extinguishment of debt		—			—			35,814			—		6,859
Other		51,444			37,904			26,289			20,650		20,655
Total non-interest expense		201,059			150,193			143,855			84,673		84,224
Income before income taxes, and preferred stock dividends		123,681			125,543			37,915			73,863		55,671
Provision for income taxes		42,302			41,668			10,378			23,141		16,551
Net income before preferred stock dividends		81,379			83,875			27,537			50,722		39,120
Preferred stock dividends		541			473			431			379		316
Net income after preferred stock dividends	$	80,838		$	83,402		$	27,106		$	50,343	$	38,804
Basic earnings per common share	$	2.25		$	2.43		$	0.90		$	1.69	$	1.45
Diluted earnings per common share	$	2.14		$	2.30		$	0.85		$	1.58	$	1.36
Weighted average number of common shares and common equivalent shares assumed outstanding during the period:
Basic		35,876,266			34,297,323			30,090,111			29,843,094		26,803,377
Diluted		37,939,054			36,543,550			32,339,280			32,152,846		28,864,972
Dividends declared per share on common stock	$	0.02		$	0.02		$	0.02		$	—	$	—

(Continued on the next page)

34

	As of or for the Years Ended September 30,
	2007		2006		2005 (1)		2004		2003
	(Dollars in thousands, except per share data)
Financial Condition Data:
Total assets	$	15,046,271	$	13,570,899	$	10,667,705	$	8,710,445	$	7,145,143
Loans receivable, net (2)		12,561,673		11,400,706		8,027,592		5,726,800		3,939,588
Investments, overnight deposits, tax certificates, resale agreements, certificates of deposit and other earning assets		951,343		568,772		657,156		640,937		618,196
Total liabilities		14,234,305		12,817,739		10,160,089		8,217,788		6,697,770
Deposits		7,090,387		6,074,132		4,733,355		3,528,262		3,236,106
Trust preferred securities and subordinated debentures		237,261		195,791		195,500		164,979		162,219
Borrowings (3)		6,693,922		6,360,739		5,101,733		4,417,665		3,177,588
Total stockholders’ equity		811.966		753,160		507,616		492,657		447,373
Common stockholders’ equity (4)		803,820		745,892		501,054		486,529		441,917
Book value per common share		22.71		20.34		16.59		16.19		14.88

	As of and for the Fiscal Years Ended September 30,
	2007		2006		2005		2004		2003
Select Financial Ratios:
Performance Ratios:
Return on average assets (5)	0.58	%	0.69	%	0.29	%	0.66	%	0.61	%
Return on average tangible common equity (5)	10.58		13.56		5.79		11.78		11.02
Return on average total equity (5)	10.17		12.89		5.48		10.99		10.14
Interest rate spread	2.01		1.83		1.56		1.72		1.68
Net interest margin	2.36		2.13		1.77		1.92		1.89
Dividend payout ratio (6)	1.55		1.39		3.19		0.75		0.81
Loans receivable to total deposits (2)	177.16		187.69		169.60		162.31		121.74
Non-interest expense to average assets	1.42		1.24		1.53		1.10		1.32
Efficiency ratio (7)	56.44		52.49		77.52		51.77		57.96
Asset Quality Ratios:
Non-performing loans to loans receivable (2)	1.43	%	0.18	%	0.10	%	0.28	%	0.95	%
Non-performing assets to loans receivable and real estate owned (2)	1.66		0.19		0.11		0.31		1.07
Non-performing assets to total assets	1.39		0.16		0.08		0.20		0.59
Net charge-offs (recoveries) to average loans receivable (2)	0.033		(0.002	)	0.03		0.05		0.08
Loan loss allowance to loans receivable (2)	0.47		0.32		0.32		0.42		0.57
Loan loss allowance to non-performing loans	32.42		175.40		306.94		151.52		59.20
Capital Ratio:
Average common equity to average total assets (8)	5.54	%	5.46	%	5.26	%	5.94	%	5.53	%
Average total equity to average total assets	5.67		5.52		5.33		6.02		6.05
Core capital-to-assets ratio (9)	7.84		7.31		7.11		7.26		7.24
Risk-based capital-to-assets ratio (9)	15.37		14.28		14.49		15.60		16.08

(1) Results for fiscal 2005 include a net after-tax charge of $24.2 million related to prepayment of FHLB Atlanta advances and settlement of related interest rate swaps.

(2) Loans receivable represents loans held in portfolio before loan loss allowance, including unearned premiums, discounts and deferred loan costs, and excluding mortgage loans held for sale.

(3) Includes repurchase agreements, advances from the FHLB Atlanta, senior notes, convertible debt, and junior subordinated debt.

(4) Calculated by deducting the liquidation value of preferred shares from total stockholders’ equity

(5) Return is calculated before payment of preferred stock dividends.

35

(6) The ratio of total dividends declared during the period (including dividends on BankUnited’s preferred stock and BankUnited’s Class A and Class B Common Stock) to total earnings for the period before dividends.

(7) Efficiency ratio is calculated by dividing non-interest expenses by the sum of net interest income, and non-interest income.

(8) Average common equity calculated by deducting the average liquidation value of preferred shares from average stockholders’ equity.

(9) Regulatory capital ratio of the bank.

36

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis and the related financial data present a review of the consolidated financial condition and operating results of BankUnited for the periods presented. This discussion and analysis is presented to assist the reader in understanding and evaluating the financial condition, results of operations and future prospects of BankUnited, and is intended to supplement, and should be read in conjunction with, the Consolidated Financial Statements and Notes thereto.

Overview

Our results of operations are dependent primarily on net interest income, which is the difference between the interest earned on assets, primarily our loan and securities portfolios, and our cost of funds, which consists of the interest paid on our deposits and borrowings. Our results of operations are also affected by our provision for loan losses, gain or loss on the sale of loans, other non-interest income, non-interest expenses and income taxes.

Our operations, like those of other financial institution holding companies, are affected by our asset and liability management policies, as well as factors beyond our control, such as general economic conditions and the monetary and fiscal policies of the federal government. Lending activities are affected by the demand for mortgage financing and other types of loans, and are thus influenced by interest rates and other factors that are beyond management’s control. Deposit flows and cost of deposits and borrowings are influenced by local competition and by general market rates of interest.

BankUnited executed its strategy effectively during fiscal 2007 to achieve record operating net income for the fiscal year. However, our net income was adversely affected by the deterioration in general economic conditions and real estate markets throughout the country, particularly in certain geographic regions, and the generalized fear caused by the crisis in the subprime lending industry.

While BankUnited is not, and has not been, a subprime lender, like other lenders throughout the mortgage industry our asset quality declined during the fiscal year as mortgage borrowers experienced a downturn in residential real estate values and economic conditions. Our net charge-offs remained low as a percentage of average annual loans during fiscal 2007, but increased by 0.08% compared to fiscal 2006. Non-performing assets increased throughout the fiscal year, and are expected to continue increasing in fiscal 2008. During the fourth quarter of the fiscal year BankUnited significantly increased its allowance for loan losses relative to its level of non-performing assets and past practice, in consideration of industry trends and continued difficulty in the housing markets, particularly in regions impacted by housing price decreases. We anticipate that we may take larger provisions for loan losses during the coming year, if deemed appropriate.

Our net income for fiscal 2007 was also affected by reduced demand and profitability for payment option loan sales in the secondary market and further tightening of our credit standards. The crisis in the subprime lending market has generated substantial speculation and concern in the financial markets that the same level of mortgage delinquencies and writedowns of securities will occur with respect to lower documentation loans and payment option loans. While BankUnited has for years applied many of the principles now required by banking regulators for non-traditional loans such as payment option loans, and has historically employed compensating underwriting criteria on lower documentation loans, the generalized concern in the secondary markets reduced our opportunities for profitable sales of our loans during the fiscal year. We sold $804 million of payment option loans into the secondary market in fiscal 2007, as compared to $1.4 billion in fiscal 2006, and none during the fourth quarter of fiscal 2007 as compared to $434 million in the fourth quarter of fiscal 2006.

Although the demise of numerous mortgage lenders, especially subprime lenders, during 2007 created some opportunities for producing loans, many lenders, including BankUnited, tightened credit standards in consideration of the risk posed by market conditions. Some of our larger competitors, however, also ran aggressive pricing campaigns to gain market share. These elements combined to negatively affect BankUnited’s loan productions efforts during the fourth quarter of fiscal year 2007.

37

The problems in the subprime lending market also inhibited funding sources in the capital markets, as writedowns of securities and rating downgrades cast doubt on collateral values. Besides deeming it prudent to further tighten our credit standards, during the fiscal year we determined to preserve our capital levels by limiting growth. We are transitioning to selling more loans into the secondary market rather than maintaining the majority for portfolio, and we have altered our residential loan production mix to comprise approximately 50% saleable residential mortgage loans, which are sold to FNMA, FHLMC, and other conduits.

In addition, during fiscal 2007, we transitioned the production of payment option loans from those that are monthly adjustable to a Select-My-Payment product which carries a fixed rate for three or five years and then becomes an adjustable rate loan. This product also carries payment rates with generally higher payment start rates than our monthly payment option loan. For the quarter ended September 30, 2007, our monthly adjustable payment option production comprised only 14% of total production.

Significant items for fiscal 2007 included:

• Net income of $81.4 million compared to $83.9 million for fiscal 2006. Net interest margin of 2.36%, an increase of 23 basis points from fiscal 2006.

• Total assets of $15.0 billion at September 30, 2007, up $1.5 billion, or 11%, from September 30, 2006. Asset growth was centered in the residential loan portfolio, which grew by $1 billion during the fiscal year. During fiscal 2007 we shifted our focus to originating a Select-My-Payment product that has a fixed interest rate for three or five years before converting to an adjustable rate. This product also carries payment options.

• Total loans grew by $1.3 billion, or 12%, to $12.6 billion at September 30, 2007 compared to $11.4 billion at September 30, 2006.

• Total deposits reached $7.1 billion at September 30, 2007, up $1.0 billion, or 17%, from September 30, 2006.

• Issued $184 million from the sale of 3,680,000 6.75% HiMEDS equity units. The units require holders to purchase common equity by May 2010 at a price in the range of $23.40 to $32.76.

• BankUnited commenced operations in the two new Florida coastal markets of Indian River and Pinellas counties, opened ten new neighborhood branches, and opened two additional residential loan offices in Oregon and Colorado during the fiscal year.

• Provisions for loan losses totaling $31.5 million were taken during the fiscal year, up $21.1 million or 203% from fiscal 2006. This increase reflects industry trends and continued difficulties in the housing markets, as well as the increase in BankUnited’s level of non-performing assets. However, during fiscal 2007 net charge-offs remained low at 0.06% in proportion to the loan portfolio.

Due to the continued deterioration of real estate market conditions, non-accrual loans and real estate owned (“REO”) are expected to increase in the 2008 fiscal year. While not necessarily indicative of future results, the following tables present the changes in our non-accruing loans and REO during the month of October 2007:

Non-accruing loans during October 2007

	Total Loans
	Dollar Amount			Number of Loans
	(Dollars in thousands)
Non-accruing loans at September 30, 2007	$	180,833		588
Loans placed on non accrual status		69,040		212
Foreclosed loans transferred to REO		(10,343	)	(34	)
Loans past due 90 days and still accruing and transferred to non accrual		(23	)	(1	)
Loan amounts charged off		(848	)	(9	)
Loans returned to accrual status or paid in full		(4,274	)	(18	)
Non-accruing loans at October 31, 2007	$	234,385		738

38

REO during October 2007

	Total Properties
	Dollar Amount			Number of Properties
	(Dollars in thousands)
Total Properties at September 30, 2007	$	27,732		94
Transfers from loan portfolio at estimated net realizable value (after charge off)		9,984		34
Loss on disposition		(94	)	—
Sales (1)		(1,514	)	(6	)
Total Properties at October 31, 2007 (2)	$	36,108		122

(1) Dispositions net of additional write-offs of $94 thousand.

(2) Of the total $36.1 million in REO at September 30, 2007, approximately $10.9 million had $1.5 million in mortgage insurance coverage.

BankUnited anticipates that the environment will continue to be challenging, and intends to continue concentrating during fiscal 2008 on absorbing the growth of the last two years, achieving efficiencies in all of its business lines and executing its expense control measures.

In spite of the significant volatility in the real estate markets, the continuing downturn in the housing sector, and the likelihood that non-performing assets have not yet leveled off, we have several factors that are expected to aid our future performance: our capital position is strong, we are a Florida-based banking franchise with strong liquidity sources, our net charge-offs remain manageable and we have an experienced management team.

Critical Accounting Estimates

Our financial position and results of operations are impacted by management’s application of accounting policies involving judgments made to arrive at the carrying value of certain assets. In implementing our policies, management must make estimates and assumptions about the effect of matters that are inherently less than certain. Actual results could differ significantly from these estimates, which could materially affect the reported amounts of our assets, liabilities, income and expenses. Critical accounting estimates made by management include those that relate to the allowance for loan losses, the carrying amount of investments and mortgage-backed securities available for sale, and stock based compensation.

Allowance for loan losses

The allowance for loan losses is a subjective judgment that management must make regarding the loan portfolio, and is established and maintained at levels that management believes are adequate to cover probable losses resulting from the inability of borrowers to make required payments on loans. Estimates for loan losses are made by analyzing historical loan losses, current trends in delinquencies and charge-offs, plans for problem loan administration and resolution, the views of regulators, changes in the size and composition of the loan portfolio, and peer group information. In addition, the economic climate and direction, increases or decreases in overall lending rates, political conditions, legislation directly or indirectly impacting the banking industry, and economic conditions affecting specific geographical areas in which BankUnited conducts business are all considered. We transfer a portion of our credit risk on residential loans by requiring mortgage insurance on a portion of our loans. Where there is a question as to the impairment of a non-homogenous loan, management obtains valuations of the property or collateral securing the loan, and current financial information of the borrower, including financial statements, when available. Since the calculation of appropriate loan loss allowances relies on management’s estimates and judgments relating to inherently uncertain events, actual results may differ from these estimates. For a more detailed discussion on the allowance for loan losses, see Asset Quality and, (e) Allowance for Loan Losses in note (1) Summary of Significant Accounting Policies to the Notes to Consolidated Financial Statements.

39

Investments and mortgage-backed securities available for sale

Several estimates impact the periodic valuation of investments and mortgage-backed securities, which are carried at fair value. Generally, the bank uses third party pricing services to assist management in estimating the fair value of its securities. For a limited number of securities for which third party pricing is not available, the bank uses internal valuation models to calculate fair value. The vast majority of our investments and mortgage-backed securities were purchased prior to 2004 and as such have relatively short remaining lives. For a more detailed discussion on investment securities and mortgage-backed securities available for sale , see notes (3) Investments and Mortgage-Backed Securities Available for Sale and (18) Estimated Fair Value of Financial Instruments to the Notes to Consolidated Financial Statements.

Stock-Based Compensation

Several assumptions are made in the determination of stock-based compensation. BankUnited utilizes the Black—Scholes model to calculate stock-based compensation under SFAS No. 123R. Estimates of expected volatility, expected life of options, applicable risk free interest rate affect the computation of the fair value of options to be expensed. Assumptions are also made as to the expected achievement of performance conditions for performance based stock grants. Estimates of expected forefeiture rates are made for both options and stock grants. For a more detailed discussion of stock based compensation see notes (1) Summary of Significant Accounting Policies and (13) Stock-Based Compensation and Other Benefit Plans.

Accounting Pronouncements Issued and Not Yet Adopted

For information about accounting pronouncements issued but not yet adopted, see the discussion in note (1) Summary of Significant Accounting Policies to the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

BankUnited’s objective in managing liquidity is to maintain sufficient resources of available liquid assets to address both short and long-term business funding needs such as loan demand, investment purchases, deposit fluctuations, and debt service requirements. In doing so, BankUnited maintains an overall liquidity position that has an aggregate amount of readily accessible and marketable assets, cash flow and borrowing capacity to meet unexpected deposit outflows and/or increases in loan demand. Cash levels may vary but are maintained at levels required by regulation and necessary to meet the projected anticipated needs for business operations. BankUnited is not aware of any events, or uncertainties which may impede liquidity in the short or long-term.

BankUnited, FSB has a borrowing line available at the FHLB of Atlanta secured by eligible real estate loans which were $9.1 billion as of September 30,2007. BankUnited has additional borrowing capacity through securities sold under repurchase agreements with various counterparts which were $143 million as of September 30, 2007. Short-term borrowing facilities are also available through fed funds purchased from other financial institutions.

From time to time, we utilize our access to capital markets and may raise capital through equity and debt offerings. We have also utilized trust preferred and subordinated debt issuances to provide a source of capital for the Bank. In April 2007, we raised $184 million through the sale of 3,680,000 6.75% HiMEDS equity units. The equity units require the holders to purchase common equity by May 2010 at a price in the range of $23.40 to $32.76. We believe that our current sources of funds, including repayments of existing loans, enable us to meet our obligations while maintaining liquidity at appropriate levels.

Deposits

BankUnited’s expanding network of neighborhood banking offices and internet deposit offerings allow it to raise deposits over a wide geographic area. BankUnited’s deposit pricing is competitive but faces competition

40

from other local and national financial institutions. The following table sets forth average amounts and weighted average rates paid on each of BankUnited’s deposit categories for the periods indicated:

	For the Years ended September 30,
	2007				2006				2005
	Amount		Rate		Amount		Rate		Amount		Rate
	(Dollars in thousands)
Savings accounts	$	1,456,083	4.57	%	$	1,279,420	3.74	%	$	960,850	2.20	%
Transaction accounts:
Non-interest-bearing.		359,209	—			366,571	—			291,151	—
Interest bearing		232,451	1.66	%		239,032	1.40	%		252,028	1.18	%
Money market		280,864	4.63	%		154,214	3.64	%		139,243	1.81	%
Certificates of deposit (1)		4,325,561	5.06	%		3,374,203	4.24	%		2,326,411	3.08	%
Total average deposits	$	6,654,168	4.54	%	$	5,413,439	3.69	%	$	3,969,683	2.48	%

(1) As of September 30, 2007, 2006 and 2005, BankUnited had $ 293 million, $258 million and $300 million, respectively, of certificates of deposit issued to the State of Florida, referred to as public funds. These public funds are collateralized by a letter of credit in the amount of $155 million and $175 million issued by the FHLB Atlanta in 2007 and 2006, respectively, and by, FNMA, and FHLMC mortgage-backed securities with an aggregate market value of $152 million at September 30, 2005.

For information on deposits, see note (8) Deposits to the Notes to Consolidated Financial Statements.

Borrowings

A substantial portion of BankUnited’s balance sheet growth has been funded by short-term and long-term borrowings. Short-term borrowings are due within one year; long-term borrowings are due in one year or more. In addition to borrowings available as a member of the FHLB Atlanta, BankUnited utilizes securities sold under agreements to repurchase, subordinated notes, and trust preferred securities as sources of borrowings.

The FHLB Atlanta offers a wide variety of borrowing plans to member financial institutions with fixed, variable, or convertible rates. Borrowings from the FHLB, known as “advances,” are secured by a member’s share of stock in the FHLB, that are required to be purchased in proportion to outstanding advances, and by certain types of mortgages and other eligible collateral. The terms and rates charged for FHLB advances vary in response to general economic conditions. The FHLB Atlanta will consider various factors, including an institution’s regulatory capital position, net income, quality and composition of assets, lending policies and practices, and level of current borrowings from all sources, in determining the amount of credit to extend to an institution. In addition, an institution that fails to meet the qualified thrift lender test may have restrictions imposed on its ability to obtain FHLB advances. The Bank currently meets the qualified thrift lender test.

As of September 30, 2007, BankUnited had $6.2 billion of FHLB advances outstanding, including approximately $385 million maturing within 30 days and an additional $2.8 billion maturing within one year. Advances outstanding as of September 30, 2007 were secured by loans with a carrying value of approximately $9.1 billion. Approximately $5.3 billion, $310 million, and $664 million of the advances outstanding as of September 30, 2007 were fixed, variable, and convertible, respectively. The FHLB convertible advance programs permit the FHLB to call an advance or to change the rate structure at the call date. Convertible advances generally fall under one of two programs, one with a single specified call date after which the rate changes to a floating rate and the other with a specified initial call date that resets every ninety days thereafter. Specific call features vary on each advance including BankUnited’s ability to prepay the advance. The next call date on current advances ranges from three months to four years. See Item 7A. “Quantitative and Qualitative Disclosure About Market Risk” and note (9) Borrowings to the Notes to Consolidated Financial Statements for more information about BankUnited’s FHLB advances. As of September 30, 2007, BankUnited had a total of $850 million in available borrowings with the FHLB Atlanta, $850 million of which is available on a long-term

41

basis or short-term basis. BankUnited held shares of stock in the FHLB Atlanta as of September 30, 2007 with a carrying value of $305 million.

Securities sold under agreements to repurchase (“Repos”) are another source of borrowed funds available to BankUnited. Under this type of borrowing, securities are pledged against borrowed funds and are released when the funds are repaid. BankUnited typically uses Repos on a short-term basis, but may also use them on a long-term basis. As of September 30, 2007, BankUnited had $232 million in investments and mortgage-backed securities pledged against Repos with an outstanding balance of $143 million, of which approximately $143 million matured overnight.

In February and March of 2004, BankUnited issued $120 million of Convertible Senior Notes that mature in March 2034 and bear interest at an annual rate of 3.125% payable semiannually. Upon conversion of the notes BankUnited will deliver cash for 100% of the principal amount of the notes and may, at its discretion, in lieu of delivering shares of Class A Common Stock, deliver cash or a combination of cash and shares of Class A Common Stock for the profit shares. BankUnited may redeem for cash some or all of the notes at any time on or after March 1, 2011 at 100% of the principal amount of the notes plus any accrued and unpaid interest, contingent interest and additional amounts, if any. Holders may require BankUnited to purchase all or part of the notes for cash at a purchase price of 100% of the principal amount of the notes plus accrued and unpaid interest including contingent interest and additional amounts, if any, on March 1, 2011, March 1, 2014, March 1, 2019, March 1, 2024 and March 1, 2029 or upon the occurrence of a fundamental change. The notes are senior unsecured obligations, ranking equally in right of payment with all of BankUnited’s existing and future unsecured senior indebtedness. The notes are effectively subordinated to BankUnited’s entire senior secured indebtedness and all indebtedness and liabilities of its subsidiaries. The Bank used the net proceeds from the issuance of the notes for general corporate purposes, including loan financing, and assisting in the Bank’s asset/liability management. See note (9) Borrowings to Notes to Consolidated Financial Statements for a discussion on Convertible Senior Notes.

BankUnited has issued trust preferred securities through its trust subsidiaries, which in turn have invested the proceeds from the sale thereof in junior subordinated deferrable interest debentures issued by BankUnited. Proceeds from the sale of junior subordinated debentures, if contributed to the Bank as additional paid-in-capital, increase Tier 1 equity capital for regulatory purposes. BankUnited’s consolidated statement of financial condition reflects outstanding trust preferred securities issued by its sole consolidated trust subsidiary and junior subordinated debentures issued by BankUnited to its non-consolidated trust subsidiaries. In the past five fiscal years, all of the trust preferred securities issued by BankUnited’s trust subsidiaries have been sold through participations in “pools”, whereby a number of financial institutions issue trust preferred securities through their trust subsidiaries, and sell such securities to investors in private placement transactions. As of September 30, 2007, BankUnited had $237 million of trust preferred securities and subordinated debentures outstanding with maturities greater than one year.

Issuance of HiMEDS Equity Units

During the third fiscal quarter of 2007, BankUnited raised $184 million through the sale of 3,680,000 6.75% HiMEDS equity units, which require holders to purchase common equity by May 2010 at a price in the range of $23.40 to $32.76.

BankUnited intends to use the net proceeds of the offering for general corporate purposes including buying shares of its Class A Common Stock, expanding operations through new branch offices and operations centers, possible acquisitions, acquisitions of debt and equity securities if available on favorable terms, redemption of outstanding debt and investing in loans and mortgage-backed or other securities.

The equity units carry a total distribution rate of 6.75%. Each equity unit has a stated amount of $50 and is initially comprised of (i) a 3-year purchase contract which will obligate the holder to purchase from BankUnited

42

on May 17, 2010, a certain number of shares of BankUnited’s Class A Common Stock, for $50; and (ii) a 1/20 undivided beneficial interest in $1,000 principal amount of BankUnited’s 6.37% Senior Notes due May 17, 2012. Holders of the equity units will be entitled to receive quarterly contract adjustment payments at a rate of 0.38% per year of the stated amount of $50 per equity unit.

BankUnited has recorded the fair value of the forward purchase contract as a reduction of additional paid-in capital for $1.9 million. The contract adjustment payment obligation has been recorded as a liability for its present value of $1.9 million.

The forward purchase contract is evaluated during each reporting period to ensure that it continues to qualify for equity classification under EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” As of September 30, 2007, the forward purchase contract continued to qualify as equity.

Issuance of Junior Subordinated Debentures

On September 28, 2007, BankUnited issued $12.5 million principal amount of junior subordinated debentures due on December 15, 2017. The debentures bear an annual floating rate equal to 3-month LIBOR plus 3%. Interest will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (the “Distribution Periods”).

The amount of interest payable for each Distribution Period will be calculated by applying the interest rate to the principal amount outstanding at the commencement of the Distribution Period on the basis of the actual number of days in the Distribution Period concerned divided by 360.

The payment by BankUnited of the principal of, and premium, if any, and interest on all debentures is subordinated and junior in right of payment to the prior payment in full of all senior indebtedness of BankUnited, whether outstanding at the date of the issuance of these debentures or thereafter incurred.

The indebtedness represented by these debentures is unsecured by the assets of BankUnited and its affiliates and the debenture is not eligible as collateral for any loan by BankUnited.

These debentures may be redeemed on or after the interest payment date in December 2012 in accordance with the terms of the indenture.

BankUnited uses derivative instruments as part of its interest rate risk management activities to reduce risks associated with its borrowing activities. Derivatives used to hedge interest rate risk associated with long-term fixed and variable rate debt include interest rate swaps and caps. See Item 7a. Quantitative and Qualitative Disclosure About Market Risk and note (10) Accounting for Derivatives and Hedging Activities to Notes to Consolidated Financial Statements for more information on BankUnited’s use of derivatives in connection with its long-term debt.

The following tables set forth information as to BankUnited’s short-term borrowings as of the dates and for the periods indicated:

	As of September 30,
	2007				2006				2005
	Amount		Rate (1)		Amount		Rate (1)		Amount		Rate (1)
	(Dollars in thousands)
Period End Balances:
Securities sold under agreements to repurchase	$	143,072	4.6	%	$	1,066,389	5.3	%	$	1,111,348	3.9	%
FHLB advances		2,145,000	5.2	%		2,900,000	5.4	%		1,520,000	4.0	%
	$	2,288,072	5.2	%	$	3,966,389	5.4	%	$	2,631,348	3.9	%

(1) Weighted average interest rates.

43

	For the Years Ended September 30,
	2007		2006		2005
	(In thousands)
Maximum Outstanding at any Month End:
Securities sold under agreements to repurchase	$	844,596	$	1,258,370	$	1,290,681
FHLB advances		3,700,000		2,900,000		1,520,000
Other Funds		195,000		65,000		—
	$	4,739,596	$	4,223,370	$	2,810,681

For more information on BankUnited’s borrowings see note (9) Borrowings to Notes to Consolidated Financial Statements.

Significant sources and uses of funds

BankUnited’s assets grew by $1.5 billion and $2.0 billion, respectively during the fiscal years ended September 30, 2007 and 2006 primarily through loan growth of $1.3 billion and $3.4 billion, respectively.

BankUnited funded its asset and loan growth through deposit growth of $1.0 billion and $1.3 billion, respectively, during the fiscal years ended September 30, 2007 and 2006. Other major funding was provided by FHLB advances which increased by $1.1 billion and $1.4 billion, respectively, during the fiscal years ended September 30, 2007 and 2006. In April 2007, BankUnited raised $184 million through the sale of 3,680,000 6.75% HiMEDS equity units, which require holders to purchase common equity in May 2010 at a price in the range of $23.40 to $32.76. Equity issuances during the fiscal year ended September 30, 2007 provided $2.4 million in equity capital.

Contractual Obligations

The following table provides information on BankUnited’s contractual obligations as of September 30, 2007:

	Payments Due by Period
	Total As of September 30, 2007		Less than 1 year		1 year but less than 3 years		3 years but less than 5 years		5 years or more
	(In thousands)
Long-term debt obligations	$	4,643,111	$	1,005,000	$	2,819,000	$	85,000	$	734,111
Operating lease obligations		70,257		12,485		22,868		18,391		16,513
Service contracts and purchase obligations		24,584		11,146		8,949		3,389		1,100
Total	$	4,737,952	$	1,028,631	$	2,850,817	$	106,780	$	751,724

Off-Balance Sheet Arrangements

As discussed in the Activities of Subsidiaries section of Item 1. Business, BankUnited operates wholly-owned trust subsidiaries formed for the purpose of issuing trust preferred securities and investing the proceeds from the sale thereof solely in junior subordinated debentures issued by BankUnited. In accordance with Generally Accepted Accounting Principles, BankUnited does not consolidate a number of these trust subsidiaries. See the Borrowings section contained herein MD&A, and notes (1) Summary of Significant Accounting Policies (FIN46 and FIN46R), and (9) Borrowings to the Notes to Consolidated Financial Statements for more information on these arrangements.

See note (15) Commitments and Contingencies to the Notes to Consolidated Financial Statements for a discussion of commitments entered into by BankUnited, which may require capital resources. BankUnited expects to have sufficient capital resources to satisfy its commitments.

44

Restrictions on Transfers

The OTS regulations impose certain limitations regarding stock repurchases, redemptions, cash-out mergers and any other distributions charged against an institution’s capital accounts. The Bank must therefore notify the OTS before paying any dividend. Prior OTS approval would be required if the Bank would not be considered adequately capitalized under OTS regulations following the distribution, or if the amount of the dividend exceeded the Bank’s retained net income for that year to date plus retained net income for the preceding two years. See Regulatory Capital Requirements in the Regulation section of Item 1. Business, and note (11) Regulatory Capital to the Notes to Consolidated Financial Statements for more information on regulatory capital requirements. These restrictions have not had, nor are they expected to have, an impact on our ability to meet our cash obligations.

FINANCIAL CONDITION

Assets

Mortgage-backed securities available for sale.

Mortgage-backed securities available for sale were valued at $916 million as of September 30, 2007, which is a net decrease of $310 million from the balance at September 30, 2006. BankUnited allowed its mortgage-backed securities portfolio to pay down by $306 million during the 2007 fiscal year as asset growth has been driven by loan demand. The effect of market value adjustments and premium amortization reduced the carrying value by $4 million.

Investments available for sale.

Investments available for sale decreased by $113 million, or 37%, to $187 million at September 30, 2007. This decrease resulted from purchases of $29 million and repayments of $137 million during the fiscal year. BankUnited recognized a $1.3 million other-than-temporary impairment on a preferred equity security, a $3.7 million other than temporary impairment on two mutual fund investments and a $0.8 million other than temporary impairment on an investment security which it did not anticipate holding until full cost recovery.

The following table sets forth additional information regarding BankUnited’s investments and mortgage-backed securities available for sale as of the dates indicated. Investments and mortgage-backed securities available for sale are carried by BankUnited at fair value on the financial statements.

	As of September 30
	2007			2006			2005
	(Dollars in thousands)
U.S. Government sponsored entity debt securities	$	24,977		$	69,916		$	71,434
Mortgage-backed securities (1)		916,223			1,225,944			1,626,005
Other (2)		162,398			229,993			218,498
Total investment securities	$	1,103,598		$	1,525,853		$	1,915,937
Weighted average yield		5.49	%		4.89	%		4.35	%

(1) Included in mortgage-backed securities as of September 30, 2007, 2006 and 2005, are $210 million, $265 million, and $339 million, respectively, of securities issued by FNMA and FHLMC.

(2) Includes trust preferred securities of other issuers, preferred stock of FHLMC and FNMA, mutual funds, and bonds.

As of September 30, 2007 and September 30, 2006, BankUnited Trust 2005-1 was the only investment security outstanding from a single issuer that represented greater than ten percent of BankUnited’s stockholder’s

45

equity. BankUnited Trust 2005-1 is a trust established by a third party for the purpose of issuing securities arising from the securitization of one-to-four family residential mortgage loans originated by BankUnited. BankUnited Trust 2005-1 is not controlled by, or affiliated with BankUnited or any of its subsidiaries. The BankUnited Trust 2005-1 securities were carried at a fair value of $179.0 million and $230.5 million, respectively.

The following table sets forth information regarding the maturities of BankUnited’s investments and mortgage-backed securities available for sale as of September 30, 2007:

	As of September 30, 2007			Periods to Maturity from September 30, 2007 (1)
				Within 1 Year			1 Through 5 Years			5 Through 10 Years			Over 10 Years			Equity Securities
	(Dollars in thousands)
U.S. Government sponsored entity debt securities	$	24,977		$	24,977		$	—		$	—		$	—		$	—
Mortgage-backed securities (1)		916,223			274,742			503,540			113,578			24,363			—
Other (2)		162,398			3,284			7,873			2,872			107,191			41,178
Total	$	1,103,598		$	303,003		$	511,413		$	116,450		$	131,554		$	41,178
Weighted average yield (3)		5.49	%		5.87	%		5.46	%		4.85	%		4.93	%		n/a

(1) Maturities on mortgage-backed securities have been adjusted for anticipated pre-payments. See Gap Table in Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

(2) Includes trust preferred securities of other issuers, preferred stock of FHLMC and FNMA, mutual funds, and bonds.

(3) Yields on tax exempt investments have not been computed on a tax equivalent basis.

Based on our internal model, estimated average duration of the mortgage-backed securities portfolio as of September 30, 2007 was 1.34 years. This duration is extended to 1.72 years in a hypothetical scenario which adds an instantaneous 100 basis points to market interest rates. Our model is based on assumptions which may often differ from their eventual outcome.

For additional information regarding BankUnited’s investments and mortgage-backed securities, see note (3) Investments and Mortgage-backed Securities Available for Sale to the Notes to Consolidated Financial Statements.

Loans.

Total net portfolio loans comprise the major earning asset of the Bank and increased to $12.6 billion at September 30, 2007 from $11.4 billion at September 30, 2006. Loans are centered in first mortgage residential loans, including at September 30, 2007 specialty consumer mortgages, that amounted to $10.7 billion and represented 85%, of the net loan portfolio and grew $1.0 billion, or 11%, from September 30, 2006.

Commercial real estate loans, including multi-family, construction, and land loans, increased by $56 million, or 5.5% during fiscal 2007. Commercial loans declined by $6 million, or 3.3%, and home equity loans and lines of credit increased by $65 million, or 18%. Other consumer loans declined by $1.6 million, or 9% during fiscal 2007.

46

The following table sets forth certain information with respect to the composition of the Bank’s loan portfolio, by collateral type, as of the dates indicated.

	As of September 30,
	2007					2006					2005					2004					2003
	Amount			Percent (1)		Amount			Percent (1)		Amount			Percent (1)		Amount			Percent (1)		Amount			Percent (1)
	(Dollars in thousands)
Real estate loans:
One-to-four family residential:
Residential mortgages	$	9,996,086		79.6	%	$	8,967,323		78.6	%	$	5,999,713		74.7	%	$	4,058,858		70.9	%	$	2,653,515		67.4	%
Specialty consumer mortgages		697,726		5.5	%		694,590		6.1	%		678,609		8.5	%		688,711		12.0	%		613,287		15.5	%
Total one-to-four family residential		10,693,812		85.1	%		9,661,913		84.7	%		6,678,322		83.2	%		4,747,569		82.9	%		3,266,802		82.9	%
Home equity loans and lines of credit		420,386		3.3	%		355,822		3.1	%		257,789		3.2	%		150,323		2.6	%		95,273		2.5	%
Multi-family		120,058		1.0	%		85,544		0.8	%		111,444		1.4	%		51,104		0.9	%		32,583		0.8	%
Commercial real estate		496,556		4.0	%		413,637		3.6	%		344,503		4.3	%		267,127		4.7	%		196,237		5.0	%
Construction		146,557		1.2	%		174,466		1.5	%		87,113		1.1	%		187,518		3.3	%		132,778		3.4	%
Land		303,294		2.4	%		337,023		3.0	%		235,829		2.9	%		94,006		1.6	%		27,569		0.7	%
Total real estate loans		12,180,664		97.0	%		11,028,405		96.7	%		7,715,000		96.1	%		5,497,647		96.0	%		3,751,242		95.3	%
Commercial		187,951		1.5	%		194,269		1.7	%		199,344		2.5	%		167,786		2.9	%		152,663		3.9	%
Consumer		16,228		0.1	%		17,809		0.2	%		19,415		0.2	%		19,454		0.3	%		21,172		0.5	%
Total loans held in portfolio		12,384,842		98.6	%		11,240,483		98.6	%		7,933,759		98.8	%		5,684,887		99.2	%		3,925,077		99.7	%
Unearned deferred loan costs, premiums and discounts		235,454		1.9	%		196,601		1.7	%		119,588		1.5	%		65,992		1.2	%		36,806		0.9	%
Allowance for loan losses (2)		(58,623	)	(0.5	)%		(36,378	)	(0.3	)%		(25,755	)	(0.3	)%		(24,079	)	(0.4	)%		(22,295	)	(0.6	)%
Total Loans held in portfolio, net	$	12,561,672		100.0	%	$	11,400,706		100.0	%	$	8,027,592		100.0	%	$	5,726,800		100.0	%	$	3,939,588		100.0	%

(1) Percent is calculated using loans held in portfolio, net in the denominator.

(2) The high ratio of allowance for loan losses to total loans receivable (loans held in portfolio before allowance for loan losses) in 2003 was due to a high level of charge-offs in the commercial loan portfolio.

During the first quarter of the 2007 fiscal year we shifted the focus of our residential loan originations to a Select-My-Payment product. This represented a shift from the last three years when we focused primarily on production of the monthly payment option ARM loan product which adjusts interest rates on a monthly basis but maintains a fixed minimum payment for a year and limits annual minimum required payment increases.

47

Our Select-My-Payment product is available with a fixed interest rate for a period of either three or five years and then becomes an adjustable rate loan. This is a payment option product. This loan generally requires a minimum cash payment of approximately 3% to 4% in interest per month. At month 37 or 61 depending on the fixed period, the loan payment is recast to be amortized over the remaining term. These payments will change every twelve months after the initial payment change date. There are 7.5% limitations on each payment increase, with the exception of the initial payout change, and each fifth subsequent change thereafter. If the monthly minimum payment is not sufficient to pay all the monthly interest, the unpaid interest may be deferred up to 115% of the original principal balance at any time during the life of the loan. Unlike monthly payment option loans the maximum possible deferred interest for the fixed rate period is determinable at origination.

The monthly adjustable payment option loans are indexed to the Monthly Treasury Average (MTA). The MTA index is the twelve-month moving average of the monthly average yields on U.S. Treasury securities with a constant maturity of one year. The twelve month look back period and averaging nature of MTA index results in a slower reaction to changes in short term interest rates on assets indexed to the MTA than on liabilities priced at the short term market rates. This lag, combined with fluctuations in interest earned when borrowers exercise their payment options, can produce volatility in the net interest margin.

In a rising interest rate environment, the lagging effect tends to reduce the net interest margin with improvement in the margin occurring as short-term interest rates level off or decline. The magnitude of the impact of lag on margin is a function of the size of the interest rate movement and frequency of change, while the timing of the lag is driven by the averaging of the index over a twelve-month period. Conversely, in a decreasing rate environment, this lagging effect tends to improve the net interest margin for the same reason.

Originations of residential loans including our specialty consumer mortgage product totaled $3.98 billion for fiscal 2007, down from $5.88 billion in 2006 due to various economic and market conditions.

As noted, we shifted our focus to the Select-My-Payment product in the first quarter of fiscal year 2007. This product constituted 16%, 56%, and 75% of our payment option loan originations for the second, third and fourth quarter of the fiscal year, respectively. As a result, for the quarter ended September 30, 2007, our monthly adjustable payment option production comprised only 14% of total loan production.

During the fourth quarter of fiscal 2007, in light of certain liquidity and credit events in the financial markets, we elected to limit the growth, and possibly decrease, the size of our residential loan balances. Accordingly, we further refined our production mix to originate a higher proportion of saleable product, particularly to FNMA and FHLMC as well as other conduits. These saleable products comprised approximately 30% of our fourth quarter production and its expected to be the majority of our production for the next several quarters.

The following table provides total one-to-four family loans, including loans held for sale, categorized between fixed rate mortgages and ARMs as of September 30, 2007 and September 30, 2006:

	As of September 30, 2007				As of September 30, 2006
	Amount		Percent of Total		Amount		Percent of Total
	(Dollars in thousands)
One-to-four family residential loans:
Fixed rate loans	$	1,499,757	13.8	%	$	1,273,240	13.1	%
ARM loans:
Monthly payment option (1)		6,682,670	61.5			6,662,052	68.9
Select-My-Payment (1)		925,000	8.5			—	—
Non option ARM		1,761,253	16.2			1,736,163	18.0
Total ARM loans		9,368,923	86.2			8,398,215	86.9
Total one-to-four family residential loans, including loans held for sale (2)	$	10,868,680	100.0	%	$	9,671,455	100.0	%

48

(1) As of September 30, 2007, payment option loans with a balance of $6.7 billion were negatively amortizing with approximately $270 million of their principal balances resulting from negative amortization. As of September 30, 2006, payment option loans with a balance of $5.0 billion were negatively amortizing with approximately $89 million of their principal balances resulting from negative amortization. These loans are subject to interest rate caps.

(2) Excluding deferred costs, unearned discounts, premiums and allowance for loan losses.

For more information on the Bank’s payment option loans, see Lending Activities in Item 1. Business and Note (4) Loans Receivable to the Notes to Consolidated Financial Statements.

The characteristics of the payment option portfolio as of September 30, 2007 are as follows:

• Payment option loans represented 61% of total loans (including loans held for sale and excluding unearned premiums, discounts and deferred loan costs);

• $6.7 billion, or 89%, of the $7.6 billion in payment option loans had negative amortization of $270 million. This amount represents 3.55% of the total payment option loans outstanding;

• The average loan-to-value (“LTV”) of the payment option portfolio at inception was 74% with the adjustment for coverage of mortgage insurance;

• The average outstanding balance of a payment option loan in the portfolio, was $320 thousand; and

• The average borrower credit score was 709.

Other significant characteristics of our total residential loan portfolio at September 30, 2007 included:

• The average outstanding balance of a one-to-four family residential loan, was $287 thousand;

• Forty-two percent of our one-to four family residential loans were underwritten based on borrower stated income and asset verification and an additional 9% were underwritten with no verification of either borrower income or assets; While these loans generally represent more risk than full documentation products we compensate by requiring higher credit scores, lower LTVs, lower-debt-to-income ratios and additional employment/ business information;

• Fifty-six percent of our one-to-four family residential portfolio was concentrated in loans secured by properties located in the state of Florida.

• The average LTV and credit score of the portfolio were 74% and 709 respectively.

The various risks of our loan portfolio are mitigated by our underwriting requirements, which include credit qualifications and loan to value ratios directly correlated to potential risk. In almost all circumstances, loans originated with loan to value ratios greater than 80% require the purchase of mortgage insurance. After an adjustment for the coverage of mortgage insurance, the average loan to value ratio of the residential loan portfolio at inception was 74%. The following table sets forth the credit scores of our one-to-four family residential portfolio at September 30, 2007:

CREDIT SCORES	2007
Below 620	0	%
620 to 639	3
640 to 659	8
660 to 709	43
710 to 759	31
760 or Greater	15
Total	100	%

49

The following table provides a detail of our one-to-four family residential loan portfolio by documentation type at September 30, 2007;

Attribute	FULL DOC EMPLOYMENT VERIFIED (2)			STATED INCOME / VERIFIED ASSETS EMPLOYMENT VERIFIED (2)			REDUCED DOC EMPLOYMENT VERIFIED (2)			NO DOC			Total
Total Portfolio(1)	$	1,836,250		$	4,233,866		$	3,118,721		$	934,023		$	10,122,859
Percentage of Total Portfolio		18	%		42	%		31	%		9	%		100	%
Weighted Average Credit Score of the Document Type		703			708			708			720			709
Percentage of the Document Type with Mortgage Insurance		11	%		19	%		26	%		9	%		18	%
Weighted Average LTV Document Type (After MI Adjustment)		73.7	%		74.5	%		74.4	%		73.8	%		74.3	%

One-to-four residential loans

(1) Total one-to-four family residential portfolio balance excludes unearned discounts, premiums and deferred loan costs, specialty consumer mortgages and the allocation of loans in process

(2) For these loans employment is verified and a reasonableness test is applied to the level of income noted to the type of position verified.

The following table provides a detail of our one-to-four family residential loans by year originated at September 30, 2007:

Vintage	Percent of Portfolio
2007	21	%
2006	36	%
2005	21	%
2004	12	%
2003 or prior	10	%

The following table provides a detail of one-to-four family residential loans excluding unearned premiums and discounts, and deferred loan costs; and including both portfolio loans and loans held for sale:

	As of September 30,
	2007				2006
One-to-four family residential loans by state	Amount		Percent of Total		Amount		Percent of Total
	(Dollars in millions)
Florida (1)	$	6,033	55.50	%	$	5,998	62.03	%
California		872	8.02			569	5.88
Arizona		668	6.15			491	5.08
Illinois		626	5.76			614	6.35
New Jersey		553	5.09			395	4.07
Virginia		475	4.37			406	4.20
Other (states with less than 4%)		1,642	15.11			1,198	12.39
Total one-to-four family residential loans	$	10,869	100.00	%	$	9,671	100.00	%

50

(1) As of September 30, 2007, 58.22% of the collateral for Florida residential loans was located in the three southeastern counties of Miami-Dade, Broward and Palm Beach.

The following table provides a detail of total loans excluding unearned premiums and discounts, and deferred loan costs by state, including both portfolio loans and loans held for sale, for states with balances of 3.5% and higher. Non-residential loans are originated from the Florida lending offices.

	As of September 30,
	2007				2006
Total loans by state	Amount		Percent of Total		Amount		Percent of Total
	(Dollars in millions)
Florida	$	7,710	61	%	$	7,571	67	%
California		872	7			569	5
Arizona		668	5			491	4
Illinois		626	5			614	5
New Jersey		553	4			395	4
Virginia		475	4			406	4
Other (states with less than 3.5%)		1,656	14			1,204	11
Total loans	$	12,560	100	%	$	11,250	100	%

As of September 30, 2007 approximately $11.9 billion, or 98.1% of loans excluding unearned premiums, discounts, deferred loan costs and allowance for loan losses, including loans held for sale, were secured by real property. Loans secured by properties in Florida were $7.7 billion, or 61% of all secured loans as of September 30, 2007, compared to $7.6 billion, or 67%, as of September 30, 2006. Due to this concentration, regional economic circumstances in Florida could affect the level of our non-performing loans. As of September 30, 2007, no other state represented more than 6.9% of our loan portfolio secured by real estate.

As of September 30, 2007 and 2006, approximately $1.5 billion, or 12%, and $1.6 billion, or 14%, respectively, of our loan portfolio consisted of first mortgage loans to non-resident aliens, all of which are secured by domestic property. The majority of these loans were secured by single-family residences located in Florida. Loans to non-resident aliens may involve a greater degree of risk than single-family residential mortgage loans to resident borrowers. The ability to obtain access to the borrower is more limited for non-resident aliens, as is the ability to attach or verify assets located in foreign countries. We have attempted to minimize these risks through our underwriting standards for such loans, including generally requiring more conservative loan-to-value ratios and qualification based on verifiable assets located in the United States.

51

The following table sets forth, as of September 30, 2007, the amount of portfolio loans including deferred loan costs, unearned premiums and discounts but excluding the allowance for loan losses, by category and anticipated principal repayments. These anticipated repayments are based on contractual maturities adjusted for an estimated rate of prepayments based on historical trends, current interest rates, types of loans and refinance patterns.

			Anticipated Repayments
	Outstanding at September 30, 2007		One Year or Less		After One Year through Five Years		After Five Years
	(Dollars in thousands)
Real estate loans:
One-to-four family residential	$	10,920,847	$	1,739,139	$	7,907,626	$	1,274,082
Home equity loans and lines of credit		315,135		42,599		106,512		166,024
Multi-family		120,058		20,004		63,979		36,075
Commercial real estate		504,073		130,388		169,477		204,208
Construction		141,574		72,512		62,399		6,663
Land		302,715		264,247		38,068		400
Total real estate loans		12,304,402		2,268,889		8,348,061		1,687,452
Commercial		189,609		120,969		60,479		8,161
Consumer		126,284		16,122		33,761		76,401
Total portfolio loans including unearned loan costs, premiums and discounts	$	12,620,295	$	2,405,980	$	8,442,301	$	1,772,014

FHLB stock and other earning assets

FHLB stock and other earning assets increased by $50 million, or 20%, from $255 million at September 30, 2006, to $305 million at September 30, 2007, primarily from net purchases of FHLB stock. FHLB stock must be purchased in proportion to advances received from the FHLB.

Mortgage servicing rights

Mortgage servicing rights increased by $372 thousand during fiscal 2007 from $20.3 million as of September 30, 2006, to $20.6 million as of September 30, 2007. Loans sold with servicing retained added $5.0 million to the mortgage servicing rights asset while amortization and impairment reduced it by $4.6 million. Loan sales of $892 million were made on a servicing released basis during fiscal 2007.

Liabilities

Deposits.

Deposits increased from $6.1 billion at September 30, 2006 to $7.1 billion at September 30, 2007 and funded 47% of BankUnited’s total assets at September 30, 2007. The majority of the deposit growth occurred in interest bearing deposits that increased by $1 billion. Core deposits, defined as checking, money market, and saving deposits, as well as time deposits of $100 thousand and less, reached $5.1 billion as of September 30, 2007 and represented 72% of total deposits.

FHLB advances.

FHLB advances increased from $5.2 billion at September 30, 2006 to $6.2 billion at September 30, 2007 and funded 41% of BankUnited’s total assets at September 30, 2007. The maturity of advances is managed by BankUnited as part of its asset and liability management process.

52

Trust Preferred Securities and Subordinated Debentures

Trust preferred securities and subordinated debentures increased by $41 million securities and from $196 million at September 30, 2006 to $237 million at September 30, 2007. BankUnited operates wholly-owned trust subsidiaries for the purpose of issuing trust preferred securities and investing the proceeds from the sale thereof in junior subordinated deferrable interest debentures issued by BankUnited. The carrying amount of trust preferred securities and subordinated debentures in BankUnited’s Consolidated Statement of Financial Condition was $237 million as of September 30, 2007, and represented trust preferred securities issued by its consolidated trust subsidiary and the subordinated debentures issued by BankUnited to its non-consolidated trust subsidiaries.

HiMEDS equity units.

During the third fiscal quarter of 2007, BankUnited raised $184 million through the sale of 3,680,000 6.75% HiMEDS equity units, which require holders to purchase common equity by May 2010 at a price in the range of $23.40 to $32.76.

Junior subordinated debentures.

On September 28, 2007, BankUnited issued $12.5 million principal amount of junior subordinated debentures due on December 15, 2017. The debentures bear an annual floating rate equal to 3-month LIBOR plus 3%.

Securities sold under agreements to repurchase. Securities sold under agreements to repurchase (repos) decreased from $1.1 billion at September 30, 2006 to $143 million at September 30, 2007.

Asset Quality

At September 30, 2007, non-performing assets totaled $208.6 million, as compared to $21.5 million at September 30, 2006 and $8.9 million at September 30, 2005. Expressed as a percentage of total assets, non-performing assets were 1.39% as of September 30, 2007 as compared to 0.16% as of September 30, 2006 and 0.08% as of September 30, 2005. The increase in the level of non-performing assets reflects industry trends as well as the downturn in economic conditions and housing markets, particularly in certain geographic areas that have suffered price decreases. The overall level of non-performing assets is expected to increase in fiscal 2008.

Non-performing loans consist of (i) non-accrual loans; (ii) accruing loans more than 90 days contractually past due as to interest or principal and (iii) loans that have been restructured because of deterioration in the financial condition of the borrower. Generally, we place loans on non-accrual status when more than four missed payments in accordance with the OTS guidelines. When a loan is placed on non-accrual status, we reverse all accrued and uncollected interest since the last payment.

53

The following table sets forth information concerning our non-performing assets at the dates indicated:

	September 30,
	2007			2006			2005			2004			2003
	(Dollars in thousands)
Non-accrual loans (1)	$	180,810		$	20,740		$	8,391		$	15,523		$	37,080
Restructured loans (2)		—			—			—			367			306
Accruing loans more than 90 days past due as to interest or principal		23			—			—			2			276
Total non-performing loans		180,833			20,740			8,391			15,892			37,662
Non-accrual tax certificates		—			—			—			69			334
Real estate owned (3)		27,732			729			542			1,611			4,290
Total non-performing assets	$	208,565		$	21,469		$	8,933		$	17,572		$	42,286
Allowance for losses on tax certificates	$	—		$	—		$	—		$	65		$	355
Allowance for loan losses		58,623			36,378			25,755			24,079			22,295
Total allowance	$	58,623		$	36,378		$	25,755		$	24,144		$	22,650
Non-performing assets as a percentage of total assets		1.39	%		0.16	%		0.08	%		0.20	%		0.59	%
Non-performing loans as a percentage of total loans (4)		1.43	%		0.18	%		0.10	%		0.27	%		0.89	%
Allowance for loan losses as a percentage of total loans (4)		0.46	%		0.32	%		0.32	%		0.42	%		0.52	%
Allowance for loan losses as a percentage of non-performing loans		32.42	%		175.40	%		306.94	%		151.52	%		59.20	%
Net charge-offs (recoveries) as a percentage of average total loans		0.08	%		(0.002	)%		0.03	%		0.05	%		0.08	%

(1) Gross interest income that would have been recorded on non-accrual loans had they been current in accordance with original terms was $8.1 million for the year ended September 30, 2007. The amount of interest income on such non-accrual loans included in interest income for the year ended September 30, 2007, was $6.8 million.

(2) All restructured loans were accruing.

(3) We are not aware of any significant liability related to real estate owned (“REO”) or loans that may be foreclosed. Includes $50 thousand of repossessed property other than REO.

(4) Based on balances prior to deductions for allowance for loan losses.

The following table presents the changes in our non accruing loans during fiscal 2007:

	Total Loans
	Dollar Amount			Number of Loans
	(Dollars in thousands)
Non-accruing loans at September 30, 2006	$	20,740		72
Loans placed on non accrual status		252,147		833
Loans past due 90 days and still accruing (1)		493		3
Foreclosed loans transferred to REO		(34,528	)	(100	)
Loan amounts charged off		(3,210	)	(29	)
Loan settled with investment security		(1,200	)	(1	)
Loans returned to accrual status or paid in full (2)		(53,609	)	(190	)
Non-accruing loans at September 30, 2007	$	180,833		588

(1) Includes three commercial loans guaranteed by a federal government agency.

(2) Includes $470 thousand of payments on loan guaranteed by the federal government mentioned in the above footnote (1).

54

The following table presents the changes in our REO during fiscal 2007:

	Total Properties
	Dollar Amount			Number of Properties
	(Dollars in thousands)
Properties at September 30, 2006	$	729		3
Transfers from loan portfolio at estimated net realizable value (after charge-off) (1)		30,576		104
Repossessed assets other than REO		50		—
Loss on sale of REO		(170	)	—
Sales (2)		(3,453	)	(13	)
Total Properties at September 30, 2007 (3)	$	27,732		94

(1) Includes properties that we acquired before loans were in non-accruing status, net of $4.9 million charge- offs.

(2) Dispositions net of additional write-offs.

(3) Of the total $27.7 million in REO at September 30, 2007, approximately $9.2 million had $1.2 million in mortgage insurance coverage.

We maintain a valuation allowance for loans to provide for losses inherent in our portfolio. We evaluate the adequacy of this allowance on a quarterly basis to maintain the allowance at levels sufficient to provide for inherent losses at that quarter. Our risk management department performs internal assessments on asset categories which are then evaluated by our loss allowance methodology. Estimates for loan losses are made by analyzing historical loan losses, current trends in delinquencies and charge-offs, plans for problem loan administration and resolution, the views of our regulators, changes in the size of the portfolio and peer group information. An increase in the provision for fiscal 2007 was deemed appropriate because of the following trends:

• The continued weakening and uncertainty in certain residential real estate markets including declines in prices which have been exacerbated by continuing builder price reductions in our primary markets;

• The weak performance of the 2006 vintage of residential loans which continue to under-perform compared to other vintages; and

• The continued increase in capitalized interest balances on negative amortizing loans. As more borrowers near their limit of negative amortization permitted under the terms of their loans, the greater the increase in probability that their loan payment will increase, causing a potential for increased nonperforming assets.

55

The following table sets forth information regarding our allowance for loan losses for the years ended September 30, as indicated:

	2007			2006			2005			2004			2003
	(In thousands)
Allowance for loan losses (balance at beginning of period)	$	36,378		$	25,755		$	24,079		$	22,295		$	20,293
Provision for loan losses		31,500			10,400			3,800			5,025			5,425
Loans charged-off:
One-to-four family residential mortgages		(5,347	)		(130	)		(972	)		(360	)		(654	)
Home equity loans and lines of credit		(620	)		(241	)		(572	)		(11	)		(80	)
Commercial real estate		—			—			—			(298	)		(469	)
Land (1)		(2,651	)		—			—			—			—
Commercial		(2,425	)		(902	)		(1,527	)		(2,381	)		(2,205	)
Consumer		(7	)		—			(118	)		(60	)		(145	)
Total loans charged-off		(11,050	)		(1,273	)		(3,189	)		(3,110	)		(3,553	)
Recoveries:
One-to-four family residential (2)		1,407			—			—			192			—
Home equity loans and line of credit		73			—			43			3			2
Commercial real estate		—			—			298			—			—
Commercial		306			1,482			705			227			107
Consumer		9			14			19			46			21
Total recoveries		1,795			1,496			1,065			468			130
Reclassification of letter of credit reserve to other liabilities		—			—			—			(599	)		—
Allowance for loan losses (balance at end of period)	$	58,623		$	36,378		$	25,755		$	24,079		$	22,295

(1) This charge-off relates to a loan sale transaction on a troubled commercial real estate loan with a balance of $14.3 million, which was never in non-accrual status, and therefore it was not included in the nonaccruing loans roll forward of fiscal year 2007 previously disclosed.

(2) Fiscal 2007 included $1.4 million in payments from mortgage insurance companies for claims.

56

The following table sets forth the allocation of the general allowance for loan losses by category of loans held in portfolio at the dates indicated.

	September 30,
	2007				2006				2005
	Amount		% of Loans in Each Category to Total Loans(1)		Amount		% of Loans in Each Category to Total Loans(1)		Amount		% of Loans in Each Category to Total Loans(1)
	(Dollars in thousands)
Balance at end of period applicable to:
One-to-four family residential	$	26,787	86.5	%	$	9,558	85.9	%	$	6,356	84.2	%
Home equity loans and lines of credit		6,850	3.3			3,971	3.2			2,909	3.3
Multi-family residential		960	1.0			684	0.8			891	1.4
Commercial real estate		8,092	4.0			6,316	3.7			3,076	4.3
Construction		1,173	1.2			1,396	1.5			697	1.1
Land		2,426	2.4			2,696	3.0			1,886	3.0
Commercial		4,331	1.5			7,613	1.7			7,161	2.5
Consumer		880	0.1			785	0.2			843	0.2
Unallocated (2)		7,124	N/A			3,359	N/A			1,936	N/A
Total allowance for loan losses	$	58,623	100.0	%	$	36,378	100.0	%	$	25,755	100.0	%

	September 30,
	2004				2003
	Amount		% of Loans in Each Category to Total Loans(1)		Amount		% of Loans in Each Category to Total Loans(1)
	(Dollars in thousands)
Balance at end of period applicable to:
One-to-four family residential	$	4,889	83.5	%	$	3,807	83.2	%
Home equity loans and lines of credit		2,608	2.6			1,845	2.5
Multi-family residential		409	0.9			358	0.8
Commercial real estate		2,706	4.7			4,166	5.0
Construction		1,500	3.3			1,461	3.4
Land		752	1.7			303	0.7
Commercial		7,140	3.0			8,128	3.9
Consumer		331	0.3			570	0.5
Unallocated (2)		3,744	N/A			1,657	N/A
Total allowance for loan losses	$	24,079	100.0	%	$	22,295	100.0	%

(1) Excluding loans held for sale.

(2) The unallocated component of the allowance for long losses reflects management’s evaluation of conditions that are not directly attributable to credit risks, inherent in specific loan products (due to the imprecision that is inherent in credit loss estimation techniques). The conditions evaluated in connection with the unallocated allowance include national and local economic trends and conditions, industry conditions, recent loan portfolio performance, loan growth and concentrations, changes in underwriting criteria, and the regulatory and public policy environment.

57

Management believes that the allowance for loan losses of $58.6 million as of September 30, 2007 was adequate given the strength of our collateral position and the attention given to loan review and classifications. There can be no assurance that additional provisions for loan losses will remain at the level recorded in fiscal 2007. BankUnited anticipates that provisions for loan losses may be made at higher levels during fiscal 2008 than in prior years, in light of increasing non-performing assets, industry trends and real estate market conditions.

For more information on our Allowance for Loan Losses, see Note (1) Summary of Significant Accounting Policies (e) Allowance for Loan Losses, and Note (4) Loans Held in Portfolio to the Notes to Consolidated Financial Statements.

Comparison of Operating Results for the Fiscal Years Ended September 30, 2007 and 2006

General

Net income of $81.4 million for the year ended September 30, 2007 reflected a decrease of $2.5 million, or 3%, from net income for the year ended September 30, 2006. Basic and diluted earnings per share were $2.25 and $2.14, respectively, for the fiscal year 2007 as compared to $2.43 and $2.30, respectively, for the 2006 fiscal year.

The following table is a condensed version of BankUnited’s Consolidated Statement of Operations for the periods presented.

	For the twelve months ended September 30,				Change
	2007		2006		$			%
	(In thousands, except per share amounts)
Net interest income	$	323,593	$	250,442	$	73,151		29.2	%
Provision for loan losses		31,500		10,400		21,100		202.9	%
Non-interest income		32,647		35,694		(3,047	)	(8.5	)%
Non-interest expense		201,059		150,193		50,866		33.9	%
Income before taxes		123,681		125,543		(1,862	)	(1.5	)%
Income taxes		42,302		41,668		634		1.5	%
Net income	$	81,379	$	83,875	$	(2,496	)	(3.0	)%
Basic earnings per share	$	2.25	$	2.43	$	(0.18	)	(7.4	)%
Diluted earnings per share	$	2.14	$	2.30	$	(0.16	)	(7.0	)%

Net Interest Income

Yields Earned and Rates Paid. The following table sets forth certain information relating to the categories of BankUnited’s interest-earning assets and interest-bearing liabilities for the periods indicated. All yield and rate information is calculated on an annualized basis by dividing the income or expense item for the period by the average balances during the period of the appropriate balance sheet item. Net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the yield earned on average interest earning assets and the rate paid on average on interest bearing liabilities. Non-accrual loans are included for the appropriate periods, whereas recognition of interest on such loans is discontinued and any remaining accrued interest receivable is reversed, in conformity with generally accepted accounting principles and federal regulations. The yields and net interest margins appearing in the following table have been calculated on a pre-tax basis.

58

	For the Year Ended September 30,
	2007							2006							2005
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, net (1)	$	12,092,457		$	876,848	7.25	%	$	9,813,390		$	623,792	6.36	%	$	6,966,539		$	345,005	4.95	%
Mortgage-backed securities		1,068,820			50,711	4.74	%		1,415,239			62,377	4.41	%		1,696,874			64,265	3.79	%
Short-term investments (2)		63,027			3,268	5.18	%		27,685			1,295	4.68	%		21,574			588	2.73	%
Investment securities and FHLB stock		502,594			28,143	5.60	%		511,309			26,044	5.09	%		481,839			21,018	4.36	%
Total interest-earning assets		13,726,898			958,970	6.99	%		11,767,623			713,508	6.06	%		9,166,826			430,876	4.70	%
Interest-bearing liabilities:
Transaction and money market		513,315			16,866	3.29	%		393,246			8,954	2.28	%		391,271			5,482	1.40	%
Savings		1,456,083			66,580	4.57	%		1,279,420			47,838	3.74	%		960,850			21,096	2.20	%
Certificates of deposit		4,325,561			218,889	5.06	%		3,374,203			143,178	4.24	%		2,326,411			71,735	3.08	%
Trust preferred securities and subordinated debentures (3)		243,791			20,552	8.43	%		195,581			15,700	8.03	%		190,753			12,942	6.78	%
Senior notes (4) (5)		198,415			9,920	5.00	%		120,000			4,284	3.57	%		120,000			4,278	3.57	%
FHLB advances and other borrowings (3)		6,025,031			302,570	5.02	%		5,582,749			243,112	4.35	%		4,547,922			152,878	3.36	%
Total interest-bearing liabilities	$	12,762,196		$	635,377	4.98	%	$	10,945,199		$	463,066	4.23	%	$	8,537,207		$	268,411	3.14	%
Excess of interest-earning assets over interest-bearing liabilities	$	964,702						$	822,424						$	629,619
Net interest income				$	323,593						$	250,442						$	162,465
Interest rate spread						2.01	%						1.83	%						1.56	%
Effect of non-interest bearing sources						0.35	%						0.30	%						0.21	%
Net interest margin						2.36	%						2.13	%						1.77	%
Ratio of interest-earning assets to interest-bearing liabilities		107.56	%						107.51	%						107.37	%

Note:The yields and rates along with the corresponding interest rate spread and net interest margin represent the yields earned and rates paid on BankUnited’s interest-earning assets and interest-bearing liabilities, respectively, for the periods presented. Loan yields reflect any acceleration of premium amortization or discount accretion resulting from early repayment of loans during the year. The yields are calculated on a per-tax basis.

(1) Includes average balances of loans held for sale of $137.6 million, $152.8 million and $18.5 million for the years ended September 30, 2007, 2006 and 2005, respectively. Interest income arising from loans held for sale is included in interest on loans and fees in BankUnited’s consolidated statement of operations, as well as BankUnited’s calculations of interest rate spread and net interest margin. Also includes average balances of non-accruing loans of $87.7 million, $11.8 million and $14.4 million for the years ended September 30, 2007, 2006 and 2005, respectively.

59

(2) Short-term investments include FHLB overnight deposits, federal funds sold, securities purchased under agreements to resell, and certificates of deposit.

(3) Average balances include adjustments related to fair value hedges with interest rate swaps and caps. For more information see note (10) Accounting for Derivatives and Hedging Activities to Notes to Consolidated Financial Statements.

(4) Includes convertible senior notes issued in February and March of 2004, and senior notes outstanding up until February 2004, which matured at that time. Rates on these instruments differ from contractual terms due to the amortization of deferred cost.

(5) Includes HIMEDS Units senior notes.

Rate/Volume Analysis. The following table presents, for the periods indicated, the changes in interest income and the changes in interest expense attributable to the changes in interest rates and the changes in the volume of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume (change in volume multiplied by prior year rate); (ii) changes in rate (change in rate multiplied by prior year volume); and (iii) changes in rate/volume (change in rate multiplied by change in volume, which are allocated to rate).

	Year Ended September 30, 2007 v 2006								Year Ended September 30, 2006 v 2005
	Increase (Decrease) Due to								Increase (Decrease) Due to
	Changes in Volume			Changes in Rate		Total Increase (Decrease)			Changes in Volume			Changes in Rate		Total Increase (Decrease)
	(Dollars in thousands)
Interest income attributable to:
Loans receivable, net (1)	$	140,227		$	112,829	$	253,056		$	139,129		$	139,658	$	278,787
Mortgage-backed securities		(15,268	)		3,603		(11,665	)		(10,666	)		8,778		(1,888	)
Short-term investments (2)		1,653			319		1,972			167			540		707
Investment securities and FHLB stock		(82	)		2,182		2,100			981			4,044		5,025
Total interest-earning assets		126,530			118,933		245,463			129,611			153,020		282,631
Interest expense attributable to:
Transaction and money market		2,734			5,178		7,912			28			3,445		3,473
Savings		6,605			12,137		18,742			6,995			19,747		26,742
Certificates of deposit		40,370			35,341		75,711			32,308			39,135		71,443
Trust preferred securities and subordinated debentures (3)		3,870			982		4,852			327			2,431		2,758
Senior notes (4)		2,799			2,837		5,636			—			6		6
FHLB advances and other borrowings (3)		19,260			40,198		59,458			34,785			55,449		90,234
Total interest-bearing liabilities		75,638			96,673		172,311			74,443			120,213		194,656
Increase in net interest income	$	50,892		$	22,260	$	73,152		$	55,168		$	32,807	$	87,975

(1) Includes interest earned on loans held for sale.

(2) Short term investments include FHLB overnight deposits, federal funds sold, securities purchased under agreements to resell, and certificates of deposit.

(3) Includes the effect of interest rate swaps and caps. See Note (10 Accounting for Derivatives and Hedging Activities to Notes to Consolidated Financial Statements.

(4) Includes interest expense on convertible senior notes issued in February and March 2004, and interest expense on senior notes outstanding up until February 2004, which matured at that time.

60

Net Interest Income. Net interest income is the most significant component of our revenue. Our ability to grow net interest income is dependent on loan demand, our ability to raise deposits and obtain borrowing facilities. Movements in interest rates and pricing pressure from competitors can have a significant impact on our balance sheet volume and net interest income. BankUnited manages net interest income through its asset and liability management practices.

Net interest income before provision for loan losses was $323.6 million for the year ended September 30, 2007. This represents an increase of $73.2 million, or 29%, over the $250.4 million reported for the same period in 2006. The net interest margin improved in fiscal year 2007 to 2.36% from 2.13% for fiscal year 2006. The overall yield on interest earning assets increased by 93 basis points, while the overall rates paid on interest bearing liabilities increased by 75 basis points, resulting in an improvement in the interest rate spread of 18 basis points for fiscal 2007 as compared to fiscal year 2006. Interest income on loans includes deferred interest on payment option loans where periodic payments do not cover the amount of interest earned contractually and where the uncollected interest is added to the principal balance of the loans. Deferred interest resulting in negative amortization, where the loan balance exceeds the original loan balance amounted to $270 million at September 30, 2007 compared to $89 million at September 30, 2006. The amount of deferred interest has remained relatively constant over the last few quarters as interest rates remained relatively stable. Generally, the generation of negative amortization grows as interest rates increase, slows as interest rates stabilize and reduces as interest rates decrease and pre-payments rise.

The improvement in net interest income and net interest margin is attributable to the growth in earning assets, the change in earning asset mix, the improved spread between earning assets and interest bearing liabilities, and faster repricing of ARM loans than deposits. Average earning assets for fiscal 2007 increased by $2.0 billion, or 17%, from the preceding fiscal year. Growth was centered in higher yield average loans that represent 88% of earning assets in the current fiscal year as compared to 83% in the fiscal year ended September 30, 2006.

The net interest spread rose to 2.01% for fiscal 2007 from 1.83% for fiscal 2006. The change in net interest income, net interest spread and net interest margin is almost entirely attributable to improving yield on loans exceeding the increased cost of interest bearing liabilities and to the increase in loan volume exceeding the overall earning asset growth.

Other factors affecting the yield improvement on assets include prepayment fees that increased from $14.3 million in fiscal 2006 to $22.2 million in the fiscal year ended September 30, 2007.

Prepayments on residential mortgage loans reduce loan interest income as the net deferred cost amortization is accelerated with the prepayment. For the year ended September 30, 2007, the constant prepayment rate (“CPR”) was 15.6% as compared to 16.4% for the year ended September 30, 2006. The slower prepayment rate also contributed to the increase in the net interest margin for the year.

Provision for Loan Losses

The provision for loan losses totaled $31.5 million for fiscal 2007 representing an increase from the $10.4 million for fiscal 2006. The increase reflects negative market trends in the overall general mortgage market including decreasing housing prices as well as trends in our non-performing loans for certain vintages and geographic markets. Non-performing loans increased from $20.7 million at September, 30 2006 to $180.8 million at September 2007. Also, to a lesser extent the provision represents a proportional increase in net charge offs and portfolio growth. Net charge-offs were $9.3 million for fiscal year 2007 as compared to net recoveries for fiscal 2006 of $0.2 million. See discussion in Overview, Asset Quality and Note (4) Loans Held in Portfolio to the Consolidated Financial Statements for information on BankUnited’s allowance for loan losses.

61

Non-interest Income

The following table provides a comparison for each of the categories of non-interest income for the years ended September 30, 2007 and 2006.

	For the Years Ended September 30,
	2007			2006			Change
	(Dollars in thousands)
Non-interest income:
Loan servicing fees	$	6,998		$	7,139		$	(141	)	(2.0	)%
Amortization of mortgage servicing rights		(3,329	)		(3,594	)		265		7.4
Impairment of mortgage servicing rights		(1,293	)		(1,036	)		(257	)	(24.8	)
Loan fees		5,315			3,407			1,908		56.0
Deposit fees		5,904			5,348			556		10.4
Other fees		2,832			2,868			(36	)	(1.3	)
Net loss on sale of investments and mortgage-backed securities		(524	)		—			(524	)	(100.0	)
Other-than-temporary impairment on investment securities		(5,844	)		(400	)		(5,444	)	(1,361.0	)
Net gain on sale of loans and other assets		9,752			13,271			(3,519	)	(26.5	)
Insurance and investment services income		5,360			3,720			1,640		44.1
Loss on swaps		(327	)		(1,657	)		1,330		(80.3	)
Other		7,843			6,628			1,215		18.3
Total non-interest income	$	32,647		$	35,694		$	(3,047	)	(8.5	)%

Total non-interest income of $32.6 million for fiscal 2007 reflects a decrease of $3.0 million, or 8.5% from fiscal 2006.

We recognized a $5.8 million other-than-temporary impairment on four investment securities which we did not anticipate holding until full cost recovery; $1.3 million on a preferred equity security, $3.7 million on two mutual fund investments and a $0.8 million on an investment security. The other-than-temporary impairment was $400 thousand in fiscal 2006.

Net gain on the sale of loans of $9.8 million for fiscal 2007 represented a $3.5 million decrease from the gain reported for fiscal 2006 and reflected the decline in secondary market demand for loans during fiscal 2007. For the twelve months ended September 30, 2007, we sold $852 million of adjustable rate loans to private label conduits compared to $1.4 billion for the twelve months ended September 30, 2006. A disruption in the secondary market for these loans late in fiscal 2007 was the primary factor for the decline. However, we continue to successfully originate fixed and adjustable loan products for sale in the secondary market to the government sponsored entities and other conduits. For the twelve months ended September 30, 2007, we sold $30,855 of fixed rate loans to the government sponsored entities compared to $163,288 for the twelve months ended September 30, 2006.

Loan servicing fee income, net of amortization and impairment decreased to $2.4 million in fiscal 2007 from $2.5 million in fiscal year 2006 as the average loans serviced for others remained constant.

62

Non-Interest Expense

The following table provides a comparison for each of the categories of non-interest expense for the years ended September 30, 2007 and 2006:

	For the Years Ended September 30,
	2007		2006		Change
	(Dollars in thousands)
Non-interest expenses:
Employee compensation and benefits	$	103,244	$	76,211	$	27,033	35.5	%
Occupancy and equipment		39,003		29,572		9,431	31.9
Telecommunications and data processing		12,569		10,192		2,377	23.3
Professional fees		7,368		6,506		862	13.2
Advertising and promotion expense		8,389		6,945		1444	20.8
Other operating expenses		30,486		20,767		9,719	46.8
Total non-interest expenses	$	201,059	$	150,193	$	50,866	33.9	%

Non-interest expense increased by $50.9 million, or 33.9%, from the 2006 fiscal year to the 2007 fiscal year. This increase reflects the continued expansion of our branch network, operations and support areas. Additional expenses incurred during fiscal 2007 included those associated with default administration. Given the lower anticipated growth in the number of branches during fiscal 2008, these expenses are expected to continue to increase but at lower rate in fiscal 2008. The increase in employee compensation and benefits of $27.0 million, or 35.5%, in fiscal 2007 mainly reflects the addition of ten branches and two loan origination offices, as well as a smaller credit for FASB 91 loan origination costs due to lower residential production. The increase in other operating expenses of $9.7 million, or 46.8%, in fiscal 2007 include an increase of $2.5 million in FDIC premiums, $513 thousand in general insurance, $531 thousand in postage and courier.

Provision for Income Taxes

BankUnited’s overall effective tax rates for fiscal 2007 and 2006 are below the federal tax rate of 35.0% as a result of tax savings strategies. The effective income tax rate was 34.2% for fiscal 2007 compared to 33.2% for 2006. Lower tax exempt income in fiscal 2007 contributed to the higher effective tax rate. See Item 1. Business—Income Taxes, and notes (1) Summary of Significant Accounting Policies—(o) Income Taxes, and (14) Income Taxes to the Notes to Consolidated Financial Statements.

Comparison of Operating Results for the Fiscal Years Ended September 30, 2006 and 2005

General

Net income for the year ended September 30, 2006 of $83.9 million reflected an increase of $56.3 million, or 205% from net income for year ended September 30, 2005. Basic and diluted earnings per share were $2.43 and $2.30, respectively, for the 2006 fiscal year as compared to $0.90 and $0.85 for the 2005 fiscal year.

Earnings for fiscal 2005 included the impact of an early extinguishment of FHLB advances, which decreased after-tax net income by $24.2 million.

Net Interest Income (Refer to Yields Earned and Rates Paid and Rate/Volume Analysis tables in Comparison of Operating Results for the Fiscal Years Ended September 30, 2007 and 2006)

Net Interest Income. Net interest income is the most significant component of our revenue. Our ability to grow net interest income is dependent on loan demand, our ability to raise deposits and obtain borrowing facilities. Movements in interest rates and pricing pressure from competitors can have a significant impact on our

63

balance sheet volume and net interest income. BankUnited manages net interest income through its asset and liability management practices.

Net interest income before provision for loan losses was $250.4 million for the year ended September 30, 2006. This represents an increase of $87.9 million, or 54%, over the $162.5 million reported for the same period in 2005. The net interest margin improved in fiscal year 2006 to 2.13% from 1.77% for fiscal year 2005. The overall yield on interest earning assets increased by 136 basis points, while the overall rates paid on interest bearing liabilities increased by 109 basis points, resulting in an improvement in the interest rate spread of 27 basis points for fiscal 2006 as compared to fiscal year 2005.

Interest income on loans includes deferred interest on payment option loans where periodic payments do not cover the amount of interest earned contractually and where the uncollected interest is added to the principal balance of the loans. Deferred interest resulting in negative amortization, where the loan balance exceeds the original loan balance amounted to $77.3 million for the year ended September 30, 2006.

The improvement in net interest income and net interest margin is attributable to the growth in earning assets, the change in earning asset mix, the improved spread between earning assets and interest bearing liabilities, and faster repricing of ARM loans than deposits. Average earning assets for fiscal year 2006 increased by $2.6 billion, or 28%, from the preceding fiscal year. Growth was centered in higher yield average loans that represent 83% of earning assets in the current fiscal year as compared to 76% in the fiscal year ended September 30, 2005.

The net interest spread rose to 1.83% for fiscal year 2006 from 1.56% for fiscal year 2005. The change in net interest income, net interest spread and net interest margin is almost entirely attributable to improving yield on loans exceeding the increase cost of interest bearing liabilities and to the increase in loan volume exceeding the overall earning asset growth.

Other factors affecting the yield improvement on assets include prepayment fees that increased from $4.8 million in fiscal year 2005 to $14.3 million in the fiscal year ended September 30, 2006. Factors resulting that reduced the rise in the cost of interest bearing liabilities included the prepayment of long-term high rate FHLB debt in fiscal 2005 with reduced cost of borrowing in subsequent periods. The growth in non-interest bearing sources of funds including the stock offering in the quarter ended March 31, 2006 added 9 basis points to net interest margin in fiscal 2006.

Prepayments on residential mortgage loans reduce loan interest income as the net deferred cost amortization is accelerated with the prepayment. For the year ended September 30, 2006, the constant prepayment rate (CPR) was 16.4% as compared to 21.0% for the year ended September 30, 2005. The slower prepayment rate also contributed to the increase in the net interest margin for the year.

Provision for Loan Losses

BankUnited records provisions for loan losses as a charge to income in amounts necessary to adjust the allowance for loan losses as determined by management through its review of asset quality. The provision for loan losses of $10.4 million for fiscal 2006 increased from the $3.8 million for fiscal 2005. The increase reflects growth in the portfolio with the overall ratio of allowance to total loans remaining at 0.32% and a small net recovery on losses for the fiscal year. Net recovery was $0.2 million as compared to net charge-offs for fiscal 2005 of $2.1 million. Increased provision also reflects the increase in non-performing assets and specific reserves for impaired loans. See Asset Quality and Note (4) Loans Held in Portfolio to the Consolidated Financial Statements for information on BankUnited’s allowance for loan losses.

64

Non-interest Income

The following table provides a comparison for each of the categories of non-interest income for the years ended September 30, 2006 and 2005.

	For the Years Ended September 30,
	2006			2005			Change
	(Dollars in thousands)
Non-interest income:
Loan servicing fees	$	7,139		$	3,357		$	3,782		112.7	%
Amortization of mortgage servicing rights		(3,594	)		(3,673	)		79		2.2
Impairment of mortgage servicing rights		(1,036	)		(130	)		(906	)	696.9
Loan fees		3,407			2,506			901		36.0
Deposit fees		5,348			4,422			926		20.9
Other fees		2,868			2,266			602		26.6
Net gain on sale of investments and mortgage-backed securities		—			3,742			(3,742	)	(100.0	)
Net gain on sale of loans and other assets		13,271			2,370			10,901		460.0
Insurance and investment services income		3,720			4,284			(564	)	(13.2	)
Loss on swaps		(1,657	)		(1,369	)		(288	)	21.0
Other		6,228			5,330			898		16.8
Total non-interest income	$	35,694		$	23,105		$	12,589		54.5	%

Total non-interest income of $35.7 million for fiscal year 2006 reflects an increase of $12.6 million, or 54.5% from fiscal year 2005.

Net gain on the sale of loans accounted for the majority of the increase. Net gain on the sale of loans of $13 million resulted in a $10.9 million increase from the gain reported in fiscal year 2005. There was no gain on sales of securities in fiscal year 2006 as compared to $3.7 million in fiscal year 2005.

Loan servicing fee income, net of amortization and impairment increased to $2.5 million in fiscal 2006 from a net loss of $0.4 million in fiscal year 2005. This improvement reflects the increase in ancillary fees earned on loans serviced for others including prepayment fees and the increase in average volume of loans serviced.

BankUnited recognized losses from the settlement of swap transactions in both fiscal years 2006 and 2005. See Note (8) Accounting for Derivatives and Hedging Activities to the accompanying notes to the consolidated financial statements.

Other categories of non-interest income, excluding insurance and investment services, reflected a combined increase of $3.3 million, or 22.9%, in fiscal year 2006 as compared to fiscal year 2005.

65

Non-interest Expense

The following table provides a comparison for each of the categories of non-interest expense for the years ended September 30, 2006 and 2005:

	For the Years Ended September 30,
	2006		2005		Change
	(Dollars in thousands)
Non-interest expenses:
Employee compensation and benefits	$	76,211	$	51,817	$	24,394		47.1	%
Occupancy and equipment		29,572		24,379		5,193		21.3
Telecommunications and data processing		10,192		7,030		3,162		45.0
Professional fees		6,506		5,556		950		17.1
Advertising and promotion expense		6,945		5,579		1,366		24.5
Extinguishment of debt		—		35,814		(35,814	)	(100.0	)
Other operating expenses		20,767		13,680		7,087		51.8
Total non-interest expenses	$	150,193	$	143,855	$	6,338		4.4	%

Non-interest expense increased by $6.3 million, or 4.4%, from fiscal year 2005 to fiscal year 2006. Excluding a $35.8 million prepayment fee on FHLB debt, non-interest expense for fiscal year 2005 was $108.0 million. Non-interest expense for fiscal year 2006 increased 39% from the prior fiscal year, excluding the FHLB prepayment fees. This increase reflects the company’s continued expansion of its branch network, operations and support areas. The increase in compensation expense includes an increase of $9.9 million in commissions and performance-based compensation and also reflects the implementation of SFAS No. 123R with a total increase in share-based compensation of $2.7 million from the fiscal year ended September 30, 2005. Given the anticipated growth in the number of branches during 2007, these expenses are expected to continue to increase in fiscal 2007.

Provision for Income Taxes

BankUnited’s overall effective tax rates for fiscal 2006 and 2005 are below the federal tax rate of 35.0% as a result of tax savings strategies. The effective income tax rate was 33.2% for fiscal 2006 compared to 27.4% for 2005. The increase in the effective rate from fiscal 2005 to fiscal 2006 resulted from the impact of FHLB debt extinguishment transactions, which reduced taxable income in fiscal 2005 while the amount of non-taxable income increased during the fiscal 2005. Higher taxable income in 2006 also contributed to the higher effective tax rate. See Item 1. Business—Income Taxes, and notes (1) Summary of Significant Accounting Policies—(o) Income Taxes, and (14) Income Taxes to the Notes to Consolidated Financial Statements.

Related Party Transactions

See note (16) Related Party Transactions to the Notes to Consolidated Financial Statements.

66

Selected Quarterly Financial Data

Set forth below is selected quarterly data for the fiscal years ended September 30, 2007 and 2006.

	2007
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(Dollars in thousands, except for per share data)
Net interest income	$	78,795	$	82,340	$	81,979	$	80,478
Provision for loan losses (1)		4,000		4,000		4,400		19,100
Non-interest income		11,590		10,153		8,340		2,565
Non-interest expense		45,047		51,326		50,496		54,189
Income before taxes and preferred stock dividends		41,338		37,167		35,423		9,754
Income taxes		13,970		12,763		12,214		3,356
Net income before preferred stock dividends		27,368		24,404		23,209		6,398
Preferred stock dividends		135		133		133		141
Net income applicable to common stock	$	27,233	$	24,271	$	23,076	$	6,257
Basic earnings per share	$	0.75	$	0.67	$	0.65	$	0.18
Diluted earnings per share	$	0.71	$	0.64	$	0.62	$	0.17
High bid quoted on Nasdaq	$	28.38	$	28.79	$	24.46	$	20.48
Low bid quoted on Nasdaq	$	24.25	$	19.92	$	19.99	$	13.64

	2006
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(Dollars in thousands, except for per share data)
Net interest income	$	51,313	$	59,753	$	66,795	$	72,581
Provision for loan losses		2,300		2,300		1,200		4,600
Non-interest income		7,672		7,413		10,494		10,115
Non-interest expense		32,432		35,372		40,195		42,194
Income (loss) before taxes, and Preferred stock dividends		24,253		29,494		35,894		35,902
Income taxes		8,078		9,806		12,069		11,715
Net income (loss) before preferred stock dividends		16,175		19,688		23,825		24,187
Preferred stock dividends		118		118		118		119
Net income (loss) applicable to common stock	$	16,057	$	19,570	$	23,077	$	24,068
Basic earnings (loss) per share	$	0.53	$	0.57	$	0.65	$	0.66
Diluted earnings (loss) per share	$	0.50	$	0.54	$	0.62	$	0.63
High bid quoted on Nasdaq	$	27.64	$	28.86	$	32.00	$	31.82
Low bid quoted on Nasdaq	$	20.18	$	25.89	$	26.27	$	24.49

(1) The increase in provision for loan losses in the fourth fiscal quarter was the result of management’s continual analysis and assessment of the inherent losses in our loan portfolio. During the quarter, the Company experienced an elevated level of non-performing assets, and charge-offs. These trends have been evaluated and incorporated in the allowance for loan loss evaluation and resulted in an increased provision.

67

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Interest Rate Sensitivity

As a financial intermediary BankUnited invests in various types of interest-earning assets (primarily loans, mortgage-backed securities, and investment securities) which are funded largely by interest-bearing liabilities (primarily deposits, FHLB advances, repurchase agreements, senior notes, and trust preferred securities and subordinated debentures). None of these financial instruments are entered into for trading purposes. Such financial instruments have varying levels of sensitivity to changes in market interest rates that creates interest rate risk for the Bank. Accordingly, BankUnited’s net interest income, the most significant component of its net income, is impacted by changes in market interest rates and yield curves, particularly if there are differences, or gaps, in the repricing frequencies of its interest-earning assets and the interest-bearing liabilities which fund them. BankUnited monitors such interest rate gaps and seeks to manage its interest rate risk by adjusting the repricing frequencies of its interest-earning assets and interest-bearing liabilities. In addition to reviewing reports which summarize BankUnited’s various interest sensitivity gaps, management utilizes a simulation model which measures the financial impact certain interest rate scenarios are likely to have on the Bank. As discussed more fully below, a variety of factors influence the repricing characteristics and the market values of BankUnited’s interest-earning assets and interest-bearing liabilities, but many of these factors are difficult to quantify. Additionally, BankUnited utilizes derivative financial instruments designed to reduce the interest rate risk associated with its interest-earning assets and interest-bearing liabilities.

The matching of the repricing characteristics of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s interest rate sensitivity gap. An asset or liability is said to be interest rate sensitive within a specific time period if it will contractually mature or reprice, or if by management assumption, it is likely to be impacted by prepayments, run-off, early withdrawal, or other such forces which can impact the timing and amount of a given financial instrument’s cash flows. An interest rate sensitivity gap is the difference between the amount of interest-earning assets anticipated to mature or reprice within a specific time period and the amount of interest-bearing liabilities anticipated to mature or reprice within that same period. A gap is considered to be positive when the amount of interest rate sensitive assets maturing or repricing within a specific time frame exceeds the amount of interest rate sensitive liabilities maturing or repricing within that same time frame. Conversely, a gap is considered to be negative when, within a given period of time, the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period where the general level of interest rates is rising, a bank with a negative gap over that period is likely to experience a decline in net interest income; while a bank with a positive gap will typically experience an increase in net interest income. During fiscal 2007 we transitioned the production of payment option loans from those that are monthly adjustable to a product that carries a fixed rate for three or five years and has funded this growth with liabilities of similar duration.

Significant Assumptions Utilized in Managing Interest Rate Risk

Assessing and managing BankUnited’s exposure to interest rate risk involves significant assumptions concerning the exercise of options which are considered to be embedded in many of the financial instruments on BankUnited’s balance sheet, the expected movement and relationship of various interest rate indices, the impact of lag and cap risk, and the general availability of mortgages.

Embedded Options. As of September 30, 2007, a substantial portion of BankUnited’s loans and mortgage-backed securities consist of mortgage loans that contain an embedded option allowing borrowers to repay all, or a portion of, their loan prior to maturity. The existence of this embedded prepayment option can adversely impact BankUnited’s financial performance. In general, fixed rate securities tend to exhibit an increase in market value when the level of interest rates falls, and they tend to exhibit a decrease in market value when the level of interest rates rises. Mortgage loans having embedded prepayment options, and the securities which contain them, tend to decrease in market value as interest rates rise. However increases in market value due to a decrease in interest rates are typically suppressed since in a lower rate environment borrowers are more likely to prepay, or

68

refinance, their mortgage loans. Consequently, the adverse impact an investment in mortgage loans or mortgage securities may have on BankUnited’s market value of equity, should interest rates rise, may exceed the beneficial impact should interest rates fall by a like amount.

Additionally, in an increasing interest rate environment BankUnited’s funding costs may be expected to increase more quickly than would BankUnited’s earnings from its mortgage loan assets. This could result in a deterioration in BankUnited’s net interest margin. However, due to the asymmetry discussed previously, improvement in BankUnited’s net interest margin due to a general decrease in interest rates may be less than the deterioration in BankUnited’s net interest margin given a similar increase in the general level of interest rates.

We recognize our deferred loan origination costs and premiums paid in originating these loans by adjusting our interest income over the contractual life of the individual loans. As prepayments occur, the rate at which net deferred loan origination costs and premiums are expensed accelerates.

A borrower’s propensity for prepayment is dependent upon a number of factors, some of which are: the loan’s current interest rate versus the rate at which the borrower would be able to refinance, the economic benefit expected to be obtained from refinancing, the borrower’s financial ability to refinance, the availability of mortgage loans in general, prepayment fees and numerous other economic and non-economic factors, some of which may vary by geographic region.

Savings and checking deposits generally may be withdrawn upon customer request without prior notice. However, on an overall basis, one customer’s withdrawal is likely to be offset by another customer’s deposit resulting in a dependable source of funds. Time deposits are generally subject to early withdrawal penalties, which results in the large majority of these deposits being maintained until maturity. Similarly, term FHLB advances have prepayment penalties, which discourage early repayment by the Bank.

BankUnited’s trust preferred securities may be redeemed at par plus accrued interest receivable after five years from the issuance date. See note (9) Borrowings to the Notes to Consolidated Financial Statements for further discussion of the trust preferred securities.

BankUnited borrows from the FHLB in the form of advances to fund operations. These advances have a variety of terms, rates and repayment provisions. Approximately $664 million of advances outstanding as of September 30, 2007 have been obtained through a convertible advances program. The FHLB convertible advance programs permit the FHLB to call an advance or to change the rate structure at the call date. Convertible advances generally fall under one of two programs, one with a single specified call date after which the rate changes to a floating rate and the other with a specified initial call date that resets every ninety days thereafter. Specific call features vary on each advance, including BankUnited’s ability to prepay the advance. The next call date on current advances ranges from three months to four years. If the FHLB elects to exercise their options under the convertible advance programs, BankUnited’s cost of funds may be affected adversely. The convertible advances outstanding as of September 30, 2007 of $664 million have a weighted average coupon rate of 4.14%.

Interest Rate Indices. The majority of BankUnited’s ARM loans and mortgage-backed securities are primarily indexed to the One-Year Constant Maturity Treasury (“CMT”) or MTA indices. BankUnited’s commercial and consumer loans may be indexed to Prime or LIBOR. To the extent such loans and mortgage-backed securities are funded by deposits, FHLB advances, and other interest-bearing liabilities whose interest costs are influenced by indices not highly correlated with the above indices, an environment of changing interest rates may impact the various indices differently which may lead to significant changes in the value of, and the net earnings generated from, BankUnited’s financial instruments. Historical relationships between various indices may not necessarily be indicative of future relationships.

Lag Risk. Lag risk results from timing differences between repricing of adjustable-rate assets and liabilities. The effect of this timing difference, or “lag”, would be favorable in a falling interest rate environment and

69

negative during periods of rising interest rates. This lag risk can produce short-term volatility in the net interest margin during periods of interest rate movements even though over time the lag effect will balance out.

As an illustration we have loans indexed to the MTA. Loans may be delayed in repricing to current interest rate levels during a period of rapidly rising interest rates while liabilities generally reprice to current market interest rates more rapidly.

Cap Risk. In times of sharply rising interest rates, caps may serve to limit the increase in interest income generated from certain interest-earning assets. Conversely, in an environment of sharply falling interest rates, they may reduce the decline in BankUnited’s interest income. Over periods of time where the general level of interest rates has had time to fluctuate, the alternating positive and negative effects generated by such interest rate caps will be largely offsetting. Over shorter periods, however, and to the extent any caps are actually limiting the interest rate adjustment of any assets, they can increase the volatility of BankUnited’s net interest income, and to a lesser extent, its market value of equity.

Availability of Mortgage Loans. The availability of mortgage loans meeting BankUnited’s criteria is dependent upon, among other things, the size and level of activity in the residential real estate lending market, which in turn depends on other factors including the level of interest rates, regional and national economic conditions and changes in residential real estate values. To the extent that BankUnited is unable to originate or acquire a sufficient volume of mortgage loans meeting its criteria, BankUnited’s operating results could be adversely affected.

In originating or acquiring mortgage loans, BankUnited competes with REITs, investment banking firms, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, competing lenders, FNMA, FHLMC, GNMA, and other entities which purchase mortgage loans, some of which have greater financial resources than BankUnited. Increased competition for the origination or acquisition of eligible mortgage loans or a diminution in the supply could result in BankUnited having to incur higher costs and accept lower yields. This, in turn, would reduce the amount by which BankUnited’s yield on earning assets would exceed its cost of funding those assets.

The following table sets forth the re-pricing gap between interest-sensitive assets and interest-sensitive liabilities expected to mature or re-price within the same period of time. This gap analysis is a static view as of September 30, 2007. The analysis reflects assumptions made as to the prepayment of residential mortgage loans and mortgage-backed securities. Assumptions are also made as to the re-pricing period of deposits that have no stated maturity and are not contractually subject to re-pricing except as determined by BankUnited. Other interest-earning assets and interest-bearing liabilities have been scheduled to re-price based on the earlier contractual re-pricing or final maturity date of the contract.

Assumptions as to the prepayment of mortgage-backed securities and residential mortgage loans are based upon expected prepayment speeds and an analysis of current market conditions. Money market, savings and transaction accounts are assumed to re-price based upon deposit decay estimates determined by BankUnited. Pricing of these deposits is determined by BankUnited based upon market conditions and other factors. The conditions and assumptions utilized in this analysis may not be appropriate at another point in time. Consequently, the interpretation of this information is highly subjective.

70

Gap Table. The following table sets forth the amount of interest-earning assets and interest-bearing liabilities outstanding at September 30, 2007, expected to reprice or mature in each of the future time periods shown. This table does not reflect the lagging effect on repricing of certain variable interest rate loans tied to the lagging indices.

	At September 30, 2007 Interest Sensitivity Period
	6 Months or Less			6 Months- 12 Months			13 Months- 24 Months			25 Months- 36 Months			37 Months- 60 Months			Over 60 Months			Total
	(Dollars in thousands)
Interest-earning assets:
FHLB overnight deposits, federal funds sold and securities purchased under agreements to resell, investments securities, and FHLB stock	$	811,115		$	55		$	118		$	129		$	94,778		$	45,148		$	951,343
Mortgage-backed securities		135,469			139,264			204,337			137,765			161,419			137,969			916,223
Loans:
Adjustable-rate mortgages		7,736,559			425,138			606,967			421,132			467,814			699,021			10,356,631
Fixed-rate mortgages		199,831			132,095			218,268			199,406			294,765			536,593			1,580,958
Commercial and consumer loans:
Adjustable-rate loans		504,204			308			—			—			—			—			504,512
Fixed-rate loans		7,195			7,820			9,664			8,191			13,587			71,152			117,609
Total loans (2)		8,447,789			565,361			834,899			628,729			776,166			1,306,766			12,559,710
Total interest-earning assets	$	9,394,373		$	704,680		$	1,039,354		$	766,623		$	1,032,363		$	1,489,883		$	14,427,276
Interest-bearing liabilities:
Customer deposits:
Transaction and money market accounts (1)	$	106,211		$	106,210		$	161,067		$	161,067		$	322,134		$	85,262		$	941,951
Savings accounts (1)		112,500			112,500			225,044			225,044			450,089			482,237			1,607,414
Certificates of deposit		3,136,038			1,034,120			148,204			129,502			93,157			—			4,541,022
Total customer deposits		3,354,749			1,252,830			534,316			515,613			865,380			567,499			7,090,387
Borrowings:
FHLB advances:
Adjustable rate advances		549,000			125,000			300,000			—			—			—			974,000
Fixed-rate advances		1,900,000			940,000			1,470,000			890,000			60,000			350			5,260,350
Trust preferred securities and subordinated debentures:
Adjustable rate		221,797			—			—			—			—			—			221,797
Fixed-rate		—			—			—			—			—			—			15,464
Other borrowings:
Fixed rate securities sold under agreement to repurchase		143,072			—			—			—			—			—			143,072
Fixed-rate convertible senior notes		—			—			—			—			120,000			—			120,000
HiMEDS Units senior notes		—			—			—			—			184,000			—			184,000
Subordinated junior debentures		12,500			—			—			—			—			—			12,500
Total borrowings		2,813,869			1,065,000			1,770,000			890,000			244,000			567,849			6,931,183
Total interest-bearing liabilities	$	6,168,618		$	2,317,830		$	2,304,316		$	1,405,613		$	1,109,380		$	715,713		$	14,021,570
Derivative instruments affecting interest rate sensitivity		—		$	15,000			—			—			—			—		$	15,000
Total interest-earning assets less interest-bearing liabilities (“GAP”)	$	3,225,755		$	(1,598,150	)	$	(1,264,962	)	$	(638,990	)	$	(77,017	)	$	774,070		$	420,706
Ratio of GAP to total assets		22.0	%		(11.0	)%		(8.0	)%		(4.0	)%		(1.0	)%		5.0	%		3.007	%
Cumulative excess (deficiency) of interest-earning assets over interest-bearing liabilities	$	3,225,755		$	1,627,605		$	362,643		$	(276,347	)	$	(353,364	)	$	420,706
Cumulative excess (deficiency) of interest-earning assets over interest-bearing liabilities, as a percentage of total assets		22.0	%		11.0	%		2.0	%		(2.0	)%		(2.0	)%		3.0	%

(1) Based on projected decay rates and/or repricing periods.

(2) Total loans exclude unearned premiums, discounts and deferred loan costs and include loans held for sale.

71

In addition to preparing and reviewing periodic gap reports which help identify repricing mismatches, BankUnited uses simulation models which estimate the impact on net interest income of various interest rate scenarios, balance sheet trends and strategies. These simulations incorporate assumptions about balance sheet dynamics, such as loan and deposit growth and pricing, changes in funding mix and asset and liability repricing and maturity characteristics based on BankUnited’s expectations for the next 12 months. Simulations are run under various interest rate scenarios to determine the impact on net income and capital. From these scenarios, interest rate risk is quantified and appropriate strategies are developed and implemented. The overall interest rate risk position and strategies are reviewed on an ongoing basis by senior management. Based on the information and assumptions in effect on September 30, 2007, management estimates the impact, on net interest income, of a gradual and parallel 100 basis-point rise or fall in interest rates over the next 12 months to be a decrease of 4.98% or an increase of 3.15% of net interest income, respectively.

BankUnited recognizes that there are numerous assumptions and estimates associated with the simulations described above which may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the simulation model assumes that the composition of BankUnited’s interest sensitive assets and liabilities existing at the beginning of a period remains relatively constant over the period being measured and also assumes that the change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. In addition, prepayment estimates and other assumptions within the model are highly subjective in nature, involve uncertainties and, therefore, cannot be determined with precision.

Accordingly, although the simulation model may provide an indication of BankUnited’s interest rate risk exposure at a particular point in time, such measurements are not intended to provide for a precise forecast of the effect of changes in market interest rates on BankUnited’s net interest income and may often differ from actual results.

BankUnited’s operations are affected by many factors beyond its control such as the overall condition of the economy, monetary and fiscal policies of the federal government, and regulations specific to the banking industry. Revenues generated from lending activities are impacted by loan demand, which in turn impacts the interest rates at which such loans may be made, the supply of housing, the availability of funds to lend, and the cost of obtaining such funds.

Derivative and Hedging Activities. BankUnited uses derivative instruments as part of its interest rate risk management activities to reduce risks associated with its borrowing activities. Derivatives used for interest rate risk management include various interest rate swaps and caps that relate to the pricing of specific on-balance sheet instruments and forecasted transactions. In connection with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), we recognize all derivatives as either assets or liabilities on the consolidated statement of financial condition and report them at fair value with realized and unrealized gains and losses included in either earnings or in other comprehensive income, depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting.

BankUnited has one interest rate cap agreement that qualifies as a cash flow hedge. BankUnited uses cash flow hedges to hedge interest rate risk associated with variable rate debt.

In connection with its interest rate management activities, BankUnited may use other derivatives as economic hedges of on-balance sheet assets and liabilities or forecasted transactions which do not qualify for hedge accounting under SFAS 133. Accordingly, these derivatives are reported at fair value on the consolidated balance sheet with realized gains and losses included in earnings.

By using derivative instruments, BankUnited is exposed to credit and market risk. Credit risk, which is the risk that a counterparty to a derivative instrument will fail to perform, is equal to the extent of the fair value gain in a derivative. Credit risk is created when the fair value of a derivative contract is positive, since this generally

72

indicates that the counterparty owes us. When the fair value of a derivative is negative, no credit risk exists since BankUnited would owe the counterparty. BankUnited minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties as evaluated by management. Market risk is the adverse effect on the value of a financial instrument from a change in interest rates or implied volatility of rates. We manage the market risk associated with interest rate contracts by establishing and monitoring limits as to the types and degree of risk that may be undertaken. The market risk associated with derivatives used for interest rate risk management activity is fully incorporated into our market risk sensitivity analysis.

See note (18) Estimated Fair Value of Financial Instruments for the fair value of derivatives as of September 30, 2007.

73

Item 8.    Consolidated Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Report on Internal Control Over Financial Reporting	75
Report of Independent Registered Certified Public Accounting Firm	76
Consolidated Statements of Financial Condition as of September 30, 2007 and September 30, 2006	77
Consolidated Statements of Operations for the Years Ended September 30, 2007, 2006 and 2005	78
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2007, 2006 and 2005	79
Consolidated Statements of Cash Flows for the Years Ended September 30, 2007, 2006 and 2005	82
Notes to Consolidated Financial Statements	84

74

Management’s Report on Internal Control Over Financial Reporting

Management of BankUnited Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. BankUnited Financial Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has completed an assessment of BankUnited Financial Corporation’s internal control over financial reporting as of September 30, 2007. This assessment used a framework based on the “Internal Control—Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on this assessment, management concluded that as of September 30, 2007, BankUnited Financial Corporation maintained effective internal control over financial reporting.

Effectiveness of BankUnited Financial Corporation’s internal control over financial reporting as of September 30, 2007 has been audited by PricewaterhouseCoopers LLP, BankUnited Financial Corporation’s independent registered certified public accounting firm, who also audited BankUnited Financial Corporation’s consolidated financial statements as of and for the year ended September 30, 2007, as stated in their attestation report which is included herein.

By:	/s/    ALFRED R. CAMNER
	Alfred R. Camner Chairman and Chief Executive Officer, BankUnited Financial Corporation
	/s/    HUMBERTO L. LOPEZ
	Humberto L. Lopez Senior Executive Vice President and Chief Financial Officer, BankUnited Financial Corporation

Miami, Florida

November 29, 2007

75

Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors and Stockholders of

BankUnited Financial Corporation

In our opinion, the accompanying consolidated statements of financial condition and the related consolidated statements of operations, stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of BankUnited Financial Corporation and its subsidiaries at September 30, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing under ITEM 8. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Miami, Florida

November 29, 2007

76

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30,
	2007			2006
	(Dollars in thousands, except per share amounts)
ASSETS
Cash	$	54,502		$	53,284
Federal Home Loan Bank overnight deposits		456,775			12,317
Federal funds sold		1,658			1,054
Cash and cash equivalents		512,935			66,655
Investment securities available for sale, at fair value		187,375			299,909
Mortgage-backed securities available for sale, at fair value (including assets pledged of $231,740 and $1,094,525 at September 30, 2007 and 2006, respectively)		916,223			1,225,944
Mortgage loans held for sale at lower of cost or market		174,868			9,542
Loans held in portfolio		12,384,842			11,240,483
Add: Unearned discounts, premiums and deferred loan costs, net		235,454			196,601
Less: Allowance for loan losses		(58,623	)		(36,378	)
Loans held in portfolio, net		12,561,673			11,400,706
FHLB stock and other earning assets		305,535			255,492
Office properties and equipment, net		66,749			48,728
Real estate owned		27,732			729
Accrued interest receivable		86,182			71,398
Mortgage servicing rights		20,631			20,259
Goodwill		28,353			28,353
Bank owned life insurance		122,100			117,167
Prepaid expenses and other assets		35,915			26,017
Total assets	$	15,046,271		$	13,570,899
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Interest bearing deposits	$	6,747,888		$	5,681,868
Non-interest bearing deposits		342,499			392,264
Total deposits		7,090,387			6,074,132
Securities sold under agreements to repurchase		143,072			1,066,389
Advances from Federal Home Loan Bank		6,234,350			5,174,350
Convertible senior notes		120,000			120,000
HiMEDS Units senior notes		184,000			—
Junior subordinated debt		12,500			—
Trust preferred securities and subordinated debentures		237,261			195,791
Interest payable		39,480			32,006
Advance payments by borrowers for taxes and insurance		97,452			92,717
Accrued expenses and other liabilities		75,803			62,354
Total liabilities		14,234,305			12,817,739
Commitments and Contingencies (See notes (7), (9), (10) and (15))
Stockholders’ Equity:
Preferred stock, $0.01 par value		11			10
Authorized shares—10,000,000, Issued shares—1,131,153 and 984,713 Outstanding shares—1,104,433 and 957,993 Treasury shares—26,720		(528	)		(528	)
Class A Common Stock, $0.01 par value		371			366
Authorized shares—100,000,000 and 60,000,000 Issued shares—37,075,365 and 36,574,523 Outstanding shares—34,907,982 and 36,140,943 Treasury shares—2,167,383 and 433,580		(43,297	)		(5,226	)
Class B Common Stock, $0.01 par value		7			8
Authorized shares—3,000,000 Issued shares—719,947 and 771,262 Outstanding shares—473,747 and 525,062 Treasury shares—246,200		(2,802	)		(2,802	)
Additional paid-in capital		513,042			503,585
Retained earnings		356,197			276,078
Deferred compensation		2,048			2,048
Accumulated other comprehensive loss		(13,083	)		(20,379	)
Total stockholders’ equity		811,966			753,160
Total liabilities and stockholders’ equity	$	15,046,271		$	13,570,899

See accompanying notes to consolidated financial statements

77

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended September 30,
	2007			2006			2005
	(Dollars and shares in thousands, except earnings per share)
Interest income:
Interest and fees on loans	$	876,848		$	623,792		$	345,005
Interest on mortgage-backed securities		50,711			62,377			64,265
Interest and dividends on investments and other earning assets		31,411			27,339			21,606
Total interest income		958,970			713,508			430,876
Interest expense:
Interest on deposits		302,335			199,970			98,313
Interest on borrowings		312,490			247,396			157,156
Preferred dividends of trust preferred securities and subordinated debentures		20,552			15,700			12,942
Total interest expense		635,377			463,066			268,411
Net interest income before provision for loan losses		323,593			250,442			162,465
Provision for loan losses		31,500			10,400			3,800
Net interest income after provision for loan losses		292,093			240,042			158,665
Non-interest income:
Loan servicing fees		6,998			7,139			3,357
Amortization of mortgage servicing rights		(3,329	)		(3,594	)		(3,673	)
Impairment of mortgage servicing rights		(1,293	)		(1,036	)		(130	)
Loan fees		5,315			3,407			2,506
Deposit fees		5,904			5,348			4,422
Other fees		2,832			2,868			2,266
Net (loss) gain on sale of investments and mortgage-backed securities		(524	)		—			3,742
Other-than-temporary impairment on investment securities		(5,844	)		(400	)		—
Net gain on sale of loans and other assets		9,752			13,271			2,370
Income from insurance and investment services		5,360			3,720			4,284
Loss on swaps		(327	)		(1,657	)		—
Other non-interest income		7,803			6,628			3,961
Total non-interest income		32,647			35,694			23,105
Non-interest expenses:
Employee compensation and benefits		103,244			76,211			51,817
Occupancy and equipment		39,003			29,572			24,379
Telecommunications and data processing		12,569			10,192			7,030
Advertising and promotion expense		8,389			6,945			5,579
Professional fees		7,368			6,506			5,556
Extinguishment of debt		—			—			35,814
Other non-interest expense		30,486			20,767			13,680
Total non-interest expenses		201,059			150,193			143,855
Income before income taxes		123,681			125,543			37,915
Provision for income taxes		42,302			41,668			10,378
Net income	$	81,379		$	83,875		$	27,537
Earnings Per Share:
Basic	$	2.25		$	2.43		$	0.90
Diluted	$	2.14		$	2.30		$	0.85
Weighted average number of common shares outstanding:
Basic		35,876			34,297			30,090
Diluted		37,939			36,544			32,339
Dividends declared per share on common stock	$	0.02		$	0.02		$	0.02

See accompanying notes to consolidated financial statements

78

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended September 30, 2007, 2006 and 2005

	Preferred Stock Outstanding			Class A Common Stock Outstanding				Class B Common Stock Outstanding					Paid-in Capital		Retained Earnings			Common Treasury Stock			Preferred Treasury Stock			Deferred Compensation		Accumulated Other Comprehensive Income (Loss) Net of Tax			Total Stockholders Equity
	Shares	Amount		Shares		Amount		Shares		Amount
	(Dollars in thousands)
Balance at September 30, 2004	776,685	$	8	29,522,546		$	299	536,562		$	6		$	336,258	$	166,713		$	(4,019	)	$	(528	)	$	1,216	$	(7,296	)	$	492,657
Comprehensive income:
Net income for the year ended September 30, 2005	—		—	—			—	—			—			—		27,537			—			—			—		—			27,537
Other comprehensive loss, net of tax	—		—	—			—	—			—			—		—			—			—			—		(15,603	)		(15,603	)
Total comprehensive income	—		—	—			—	—			—			—		—			—			—			—		—			11,934
Payment of stock dividends	—		—	—			—	—			—			—		(878	)		—			—			—		—			(878	)
Purchase of stock	—		—	(89,700	)		—	—			—			—		—			(2,215	)		—			—		—			(2,215	)
Shares acquired through deferred compensation arrangements	—		—	—			—	—			—			—		—			(966	)		—			—		—			(966	)
Deferral of compensation	—		—	—			—	—			—			—		—			—			—			479		—			479
Conversion of shares				145,500			1	(145,500	)		(1	)																		—
Stock option exercises and restricted stock awards	85,734		1	190,445			2	40,500			1			6,601		—			—			—			—		—			6,605
Balance at September 30, 2005	862,419		9	29,768,791			302	431,562			6			342,859		193,372			(7,200	)		(528	)		1,695		(22,899	)		507,616
Comprehensive income:
Net income for the year ended September 30, 2006	—		—	—			—	—			—			—		83,875			—			—			—		—			83,875
Other comprehensive income, net of tax	—		—	—			—	—			—			—		—			—			—			—		2,520			2,520
Total comprehensive income	—		—	—			—	—			—			—		—			—			—			—		—			86,395
Payment of stock dividends	—		—	—			—	—			—			—		(1,169	)		—			—			—		—			(1,169	)
Stock offering	—		—	5,750,000			58	—			—			150,226		—			—			—			—		—			150,284
Shares acquired through deferred compensation arrangements	—		—	—			—	—			—			—		—			(828	)		—			—		—			(828	)
Deferral of compensation	—		—	—			—	—			—			—		—			—			—			353		—			353
Conversion of shares				165,000			2	(165,000	)		(2	)		—		—			—			—			—		—			—
Stock option exercises and restricted stock awards	95,574		1	457,152			4	258,500			4			10,500		—			—			—			—		—			10,509
Balance at September 30, 2006	957,993		10	36,140,943			366	525,062			8			503,585		276,078			(8,028	)		(528	)		2,048		(20,379	)		753,160

79

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—(Continued)

For the Years Ended September 30, 2007, 2006 and 2005

	Preferred Stock Outstanding					Class A Common Stock Outstanding				Class B Common Stock Outstanding					Paid-in Capital			Retained Earnings			Common Treasury Stock			Preferred Treasury Stock			Deferred Compensation		Accumulated Other Comprehensive Income (Loss) Net of Tax			Total Stockholders Equity
	Shares		Amount			Shares		Amount		Shares		Amount
	(Dollars in thousands)
Comprehensive income:
Net income for the year ended September 30, 2007	—			—		—			—	—			—			—			81,379			—			—			—		—			81,379
Other comprehensive income, net of tax	—			—		—			—	—			—			—			—			—			—			—		7,296			7,296
Total comprehensive income	—			—		—			—	—			—			—			—			—			—			—		—			88,675
Payment of stock dividends	—			—		—			—	—			—			—			(1,260	)		—			—			—		—			(1,260	)
Stock offering	—			—		—			—	—			—			—			—			—			—			—		—			—
Purchase of Stock	—			—		(1,733,803	)		—	—			—			—			—			(38,071	)		—			—		—			(38,071	)
Deferral of compensation	—			—		—			—	—			—			—			—			—			—			—		—			—
Forward Purchase Contract	—			—		—			—	—			—			(1,866	)		—			—			—			—		—			(1,866	)
Conversion of shares	(20,560	)		(1	)	161,070			2	(130,315	)		(1	)		—			—			—			—			—		—			—
Stock option exercises and restricted stock awards	167,000			2		339,772			3	79,000			—			11,323			—			—			—			—		—			11,328
Balance at September 30, 2007	1,104433		$	11		34,907,982		$	371	473,747		$	7		$	513,042		$	356,197		$	(46,099	)	$	(528	)	$	2,048	$	(13,083	)	$	811,966

See accompanying notes to consolidated financial statements

80

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—(Continued)

For the Years Ended September 30, 2007, 2006 and 2005

The following table presents additional information concerning BankUnited’s other comprehensive income (loss):

	For the Years Ended September 30,
	2007			2006			2005
	(Dollars in thousands)
Net income	$	81,379		$	83,875		$	27,537
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) arising during the period, on securities net of tax expense (benefit) of $2,072, $1,515, and $(7,538) for 2007, 2006 and 2005, respectively		3,848			2,554			(14,000	)
Unrealized (losses) gains on cash flow hedges, net of tax (benefit) expense of $(335), $(132) and $268 for 2007, 2006 and 2005, respectively		(623	)		(245	)		497
Less reclassification adjustment for:
Realized (losses) gains on securities sold included in net income, net of tax (benefit) expense of $(184), $0 and $1,311 for 2007, 2006 and 2005, respectively		(340	)		—			2,434
Other-than-temporary impairment on investment securities included in net income, net of tax benefit of $2,046, $140 and $0 for 2007, 2006 and 2005, respectively		(3,799	)		(260	)		—
Realized gains (losses) on cash flow hedges, net of tax expense (benefit) of $37, $26, and $(180) for 2007, 2006, and 2005, respectively		68			49			(334	)
Total other comprehensive income (loss), net of tax		7,296			2,520			(15,603	)
Total comprehensive income	$	88,675		$	86,395		$	11,934

See accompanying notes to consolidated financial statements.

81

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended September 30,
	2007			2006			2005
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	81,379		$	83,875		$	27,537
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses		31,500			10,400			3,800
Depreciation and amortization		12,944			9,826			5,959
Adjustments to the carrying value of real estate owned		4,456			81			972
Net increase in negative amortization on option ARM payment loans		(181,125	)		(77,348	)		(11,735	)
Amortization of fees, discounts and premiums, net		69,894			74,619			32,260
Amortization of mortgage servicing rights		3,329			3,594			3,673
Amortization of restricted stock and other awards		7,546			5,522			2,761
Amortization of issuance cost of long-term debt		2,335			1,304			1,304
Revaluation loss from derivatives		993			1,742			1,309
Increase in bank owned life insurance cash surrender value		(4,933	)		(4,785	)		(4,173	)
Net loss (gain) on sale of investments and mortgage-backed securities		524			—			(3,742	)
Other-than-temporary impairment on investment securities		5,844			400			—
Net gain on sale of loans and other assets		(9,752	)		(13,271	)		(2,370	)
Net loss (gain) on sale of real estate owned		4			(445	)		(820	)
Impairment of mortgage servicing rights		1,293			1,036			130
Loans originated for sale, net of repayments		(1,268,021	)		(493,845	)		(225,018	)
Proceeds from sale of loans held for sale		821,047			368,667			68,342
Increase in accrued interest receivable		(14,784	)		(29,777	)		(10,179	)
Increase (decrease) in interest payable		7,474			16,715			1,240
(Decrease) increase in accrued taxes		(16,366	)		11,962			252
Increase in other liabilities		23,845			10,116			14,845
(Increase) decrease in prepaid expenses and other assets		(4,134	)		8,751			(14,034	)
Other, net		(8,468	)		(3,139	)		(2,324	)
Net cash used in operating activities		(433,176	)		(14,000	)		(110,011	)
Cash flows from investing activities:
Net increase in loans held in portfolio		(1,110,342	)		(3,398,671	)		(2,830,500	)
Purchase of investment securities available for sale		(33,985	)		(36,712	)		(86,752	)
Purchase of mortgage-backed securities available for sale		(5,473	)		—			(860	)
Purchase of FHLB stock and other earning assets		(181,353	)		(225,364	)		(122,439	)
Purchase of office properties and equipment		(31,540	)		(17,338	)		(20,976	)
Purchase of bank owned life insurance		—			—			(20,000	)
Proceeds from repayments of investment securities available for sale		76,581			25,836			295
Proceeds from repayments of mortgage-backed securities available for sale		305,904			399,301			616,142
Proceeds from repayments of FHLB stock and other earning assets		131,310			159,915			88,562
Proceeds from sale of investment securities available for sale		70,304			—			119,906
Proceeds from sale of mortgage-backed securities available for sale		303,113			163,289			482,320
Proceeds from sale of real estate owned and other assets		4,170			1,155			5,008
Proceeds from sale of office properties and equipment		—			62			—
Net cash used in investing activities		(471,311	)		(2,928,527	)		(1,769,294	)

(Continued on next page)

See accompanying notes to consolidated financial statements

82

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

	For the Years Ended September 30,
	2007			2006			2005
	(Dollars in thousands)
Cash flows from financing activities:
Net increase in deposits		1,016,255			1,340,777			1,205,093
Additions to long-term Federal Home Loan advances		5,175,000			3,685,250			1,639,000
Repayments of long-term Federal Home Loan advances		(3,670,000	)		(2,406,285	)		(1,419,000	)
Net (decrease) increase in short-term Federal Home Loan advances		(445,000	)		75,000			486,067
Net decrease in other borrowings		(923,317	)		(94,959	)		(20,889	)
Net increase in advances from borrowers for taxes and insurance		4,735			17,719			15,027
Proceeds from issuance of trust preferred securities		110,762			—			30,927
Purchase of common securities of trust securities		(3,326	)		—			(927	)
Repayments of trust preferred securities		(69,356	)		—			—
Net proceeds from issuance of HiMEDS Units senior notes		178,298			—			—
Net proceeds from issuance of junior subordinated debentures		12,500			—			—
Net proceeds from issuance of stock		2,403			154,265			1,565
Purchase of treasury stock		(38,071	)		—			(2,215	)
Tax benefit from stock-based compensation		1,144			533			1,692
Dividends paid on stock		(1,260	)		(1,169	)		(878	)
Net cash provided by financing activities		1,350,767			2,771,131			1,935,462
Increase (decrease) in cash and cash equivalents		446,280			(171,396	)		56,157
Cash and cash equivalents at beginning of period		66,655			238,051			181,894
Cash and cash equivalents at end of period	$	512,935		$	66,655		$	238,051
Supplemental disclosure of cash flow activity:
Interest paid on deposits and borrowings	$	627,912		$	446,351		$	254,229
Income taxes paid	$	40,800		$	29,700		$	10,759
Supplemental schedule of non-cash investing and financing activities:
Securitization of mortgage loans and accrued interest	$	—		$	—		$	508,953
Exchange of loans for mortgage-backed securities in loan sales transaction with FNMA and FHLMC	$	286,693		$	162,295		$	176,184
Transfer of loans from portfolio to loans held for sale	$	137,427		$	1,116,192		$	636,393
Transfer of loans held for sale to portfolio	$	37,787		$	4,181		$	—
Transfers from loans to real estate owned	$	35,032		$	1,041		$	4,064
Securities sold pending settlement	$	—		$	—		$	3,780

See accompanying notes to consolidated financial statements.

83

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

(1) Summary of Significant Accounting Policies

The accounting and reporting policies of BankUnited Financial Corporation (“BankUnited”) and subsidiaries conform to accounting principles generally accepted in the United States of America and to general practices within the savings and loan industry. Presented below is a description of BankUnited’s principal accounting policies.

(a) Basis of Presentation and Principles of Consolidation

With the exception of certain trust subsidiaries which do not meet the criteria for consolidation (see FIN No. 46 and FIN No. 46R in (t) Impact of Certain Accounting Pronouncements of this note) the consolidated financial statements include the accounts of BankUnited and its subsidiaries, including BankUnited, FSB (the “Bank”). The Bank provides a full range of banking services to individual and corporate customers through its branch network in Florida. The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by the Office of Thrift Supervision. All significant inter-company transactions and balances associated with consolidated subsidiaries have been eliminated.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated statements of financial condition and operations for the period. Actual results could differ significantly from those estimates.

Material estimates included in the consolidated financial statements, that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of mortgage servicing rights. In addition, material estimates of compensation cost in connection with BankUnited’s stock-based compensation plans have been determined based on the fair value at the grant dates for stock option awards consistent with the methodology prescribed by SFAS No. 123R. These estimates may also differ significantly from actual results.

(b) Cash and Cash Equivalents

Cash and cash equivalents include cash, Federal Home Loan Bank overnight deposits, federal funds sold and securities purchased under agreements to resell with original maturities of three months or less. The collateral held by the Bank for securities purchased under agreements to resell consists of the securities underlying those agreements.

The Bank must comply with Federal Reserve Board regulations requiring the maintenance of reserves against its transaction accounts (primarily interest-bearing and non-interest-bearing checking accounts) and non-personal time deposits. As of September 30, 2007, the Bank had exceeded cash reserve requirements that must be maintained at the FHLB for this purpose.

(c) Investment and Mortgage-backed Securities Available for Sale

Investment and mortgage-backed securities available for sale are carried at fair value, inclusive of unrealized gains and losses, and net of discount accretion and premium amortization computed using the level yield method. Net unrealized gains and losses are included in other comprehensive income (loss) net of applicable income taxes. Gains or losses on sales of investment and mortgage-backed securities available for sale are recognized on the specific identification basis.

84

Management evaluates securities for other than temporary impairment on a quarterly basis. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; and the intent and ability of BankUnited to retain the security in order to allow for an anticipated recovery in fair value. If, based upon the analysis, it is determined that the impairment is other-than-temporary, the security is written down to fair value, and a loss is recognized through earnings.

(d) Loans

Loans held in portfolio

Loans held in the portfolio are considered long-term investments and, accordingly, are carried at historical cost. The loan portfolio consists primarily of real estate loans collateralized by first mortgages.

Mortgage loans held for sale

BankUnited originates loans that are held for sale in the secondary market to government-sponsored entities and other investors. Mortgage loans held for sale are either recorded at the lower of cost or market, determined in the aggregate or at fair value when they are designated as the hedged item in a hedging relationship under SFAS No. 133. The fair value of loans held for sale is based on observable market prices.

(e) Allowance for Loan Losses

BankUnited’s allowance for loan losses is established and maintained at a level management deems prudent and adequate to cover probable losses on loans based upon a periodic evaluation of current information of the risks inherent in its loan portfolio. When evaluating loan loss allowances, management reviews performing and non-performing loans separately. There are several elements that management evaluates to estimate the loan loss allowance for BankUnited’s loan portfolio. The elements evaluated, and how they are applied to each portion of the portfolio, are as follows:

• An allowance for loan losses present in the performing portion of the loan portfolio. This allowance is established based on historical loan loss analysis supplemented by peer loss analysis, levels of delinquency, concentrations of credit and other conditions in specific geographical markets.

• An allowance for estimated losses on various pools of non-performing loans is made. This element is evaluated for each of the portfolio components based on the internal loan grading system. Historical loan losses, current trends in delinquencies and charge-offs, peer group analysis, and other relevant factors are considered.

• An allowance for losses based upon specific evaluations of impaired loans in accordance with Statement of Financial Accounting Standard, (“SFAS”) No. 114 is made. These loans are loans, other than consumer and residential loans, for which collection in full according to the contractual terms is doubtful and which are classified as such in the Bank’s internal loan grading system. Impaired loans are evaluated individually based on an examination of the current financial information of the borrower and an estimate of the value of the collateral, if the loan is collateral dependent. If the carrying value of any of these loans is greater than the estimated net realizable value of the property or of the collateral securing these loans, a reserve is established for the difference.

• An unallocated portion represents management’s assessment of conditions that are not directly related to credit risks, inherent in specific loan products (due to the imprecision in credit loss estimation techniques). The conditions evaluated in connection with the unallocated allowance include industry conditions, recent loan portfolio performance, changes in underwriting criteria, and the regulatory and public policy environment.

85

Loss allowances are established for performing loans and pools of non-performing loans in accordance with SFAS No. 5, “Accounting for Contingencies.” The identification of impaired loans is conducted in conjunction with the review of the adequacy of the allowance for loan losses. Loss allowances are established for specifically identified impaired loans based on the fair value of the underlying collateral in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.”

Losses are included in the allowance for loan losses through a charge to the provision for loan losses. The allowance for loan losses is adjusted by additions for loan recoveries, with actual losses charged as reductions to the allowance.

(f) Unearned Discounts, Premiums, and Deferred Costs

Loan origination fees and certain direct loan origination costs are included in the carrying value of loans, and amortized over the contractual maturities of the loans as an adjustment to interest income. Prepayments of loans results in acceleration of the amortization of these items. Commitment fees and costs relating to commitments are recognized over the commitment period. If the commitment is subsequently exercised during the commitment period, the remaining unamortized commitment fee at the time of exercise is recognized over the life of the loan as an adjustment of yield.

(g) FHLB Stock and Other Earning Assets

FHLB Stock and other earning assets include FHLB Atlanta stock and an equity investment under the Community Reinvestment Act. The fair value is estimated to be the carrying value, which is par.

(h) Office Properties and Equipment, net

Office properties and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated based on the straight line method using the estimated service lives of the assets for branch office building (30 years), furniture fixtures and equipment (seven to ten years), and computer equipment and software (three to five years), or with leasehold improvements, the expected term of the lease at inception and or the useful life of the improvement, whichever is shorter. Repair and maintenance costs are charged to operations as incurred, and improvements are capitalized.

(i) Real Estate Owned

Property acquired through foreclosure or deed in lieu of foreclosure is carried at estimated fair value less estimated costs to sell the property at the date of foreclosure. Any excess of the loan balance over the fair value less estimated costs to sell the property is charged to the allowance for loan losses at the time of foreclosure. The carrying value is reviewed periodically and, when necessary, any decline in the value of the real estate less estimated cost to sell is charged to operations. Significant property improvements, which enhance the salability of the property, are capitalized to the extent that the carrying values do not exceed their estimated realizable values. Maintenance and carrying costs on the property are charged to operations as incurred. In connection with real estate owned, management obtains independent appraisals for properties.

(j) Accrued Interest Receivable

Recognition of interest on the accrual method is generally discontinued when loans have more than four missed payments in accordance with the OTS guidelines. At the time a loan is placed on non-accrual status, previously accrued and uncollected interest is reversed against interest income in the current period. Loans are returned to accrual status when they become less than 90 days delinquent. Payment option loans allow borrowers to pay a minimum payment that may not cover interest accrued on the loan for the month and this would result in deferred interest being added to the loan balance.

86

(k) Mortgage Servicing Rights and Transfers

Mortgage Servicing Rights

BankUnited recognizes mortgage servicing rights (“MSR”) as assets when it sells loans and retains the right to service those loans. The value of servicing assets is derived from estimated future revenues from contractually specified servicing fees, late charges, prepayment fees and other ancillary revenues that are expected to be more than adequate compensation to cover the costs associated with performing the service, and is generally expressed as a percent of the unpaid principal balance of the loans being serviced. Estimated future revenues are determined using the estimated future balance of the underlying mortgage loan portfolio, which, absent new purchases, declines over time from prepayments and cash flows. MSR assets are carried at the lower of cost or market and amortized in proportion to and over the period of estimated net servicing income. BankUnited charges impairment as a direct write-down of its MSR assets. BankUnited does not currently utilize a valuation allowance for recognizing impairment of its MSR assets. BankUnited assesses the MSR assets for impairment on a disaggregated basis by strata based on the fair value of those assets.

Servicing fees and the amortization of MSR assets are reported separately from other ancillary fees in BankUnited’s consolidated statements of operations. Impairment charges are also reported separately in BankUnited’s consolidated statements of operations.

Transfers

When BankUnited sells (transfers) mortgage loans for securitization it may acquire beneficial interests in the securities created as well as the rights to service the loans underlying the securities. Gains or losses on these transactions are recognized only for the portion of securities that are not acquired by BankUnited. Expenses related to the transaction are not deferred but are included in the gain or loss calculation. The book values of securities retained by BankUnited are based on their relative fair values at the date of transfer. BankUnited classifies retained securities as available for sale in its consolidated statements of financial condition, which are carried at fair value. BankUnited obtains fair values of its retained securities, at both the date of securitization and at each reporting date, from independent third parties.

BankUnited adopted SFAS No. 156 “Accounting for Servicing of Financial Assets.” which recognizes MSR arising from securitization transactions at fair market value in the fiscal year that began October 1, 2006. See Note 5, Servicing and Transfers of Mortgage Loans, for more information about BankUnited’s Mortgage Servicing Rights assets.

(l) Goodwill

Goodwill represents the excess of purchase price over the fair value of net assets acquired by BankUnited. BankUnited no longer amortizes goodwill; however, its carrying value is tested annually for impairment. BankUnited measures goodwill impairment by comparing the present value of the estimated future cash flows of deposits for each of the acquisitions to book value.

(m) Bank Owned Life Insurance

Bank owned life insurance is carried at an amount that could be realized under the insurance contract as of the date of the consolidated statements of financial condition. The change in contract value is recorded as an adjustment to the premiums paid in determining the expense or income to be recognized under the contract.

(n) Debt Extinguishment

BankUnited records prepayment fees incurred upon the early extinguishment of debt in non-interest expense, and the settlement of swaps related to debt extinguishment in non-interest income.

87

(o) Income Taxes

BankUnited and its subsidiaries, other than BU REIT, Inc., file a consolidated federal income tax return. Since 2003, BankUnited and its subsidiaries have filed separate tax returns for each state jurisdiction. Deferred income taxes have been provided for elements of income and expense, which are recognized for financial reporting purposes in periods different than those for which such items are recognized for income tax purposes. BankUnited accounts for income taxes utilizing the asset and liability method, which applies the enacted statutory rates in effect at the statement of financial condition date to differences between the book and tax bases of assets and liabilities. The resulting deferred tax liabilities and assets are adjusted to reflect changes in tax laws.

(p) Earnings per Share

Basic earnings per share are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of BankUnited. Computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share.

Securities issued by BankUnited, which could potentially dilute earnings per share in future periods include: stock options, restricted stock, contingently convertible senior notes, HiMEDS equity units and convertible preferred stock. When calculating diluted earnings per share, BankUnited utilizes the Treasury Stock method for options, restricted stock, the contingently convertible senior notes, and the HiMEDS equity units, which results in only an incremental number of shares added to shares outstanding during the period. BankUnited utilizes the if-converted method for convertible preferred stock, which results in 100% of the shares added to shares outstanding during the period.

(q) Stock Options and Restricted Stock

Beginning with the fiscal year ended September 30, 2006, BankUnited adopted SFAS No. 123R, which recognizes share-based compensation for stock options and restricted stock grants. In prior years, BankUnited applied APB No. 25 and recognized compensation expense only on restricted stock.

Stock options are granted to employees and directors at an exercise price generally at or above the fair market value of the underlying stock on the date of the grant. The proceeds from the exercise of options are credited to common stock for the par value of the shares issued. Tax benefits related to share-based compensation are recognized in accordance with SFAS No. 123R.

Restricted stock is issued to employees and directors from time to time. Restricted stock is recorded based on the market price of the stock on the date of issuance. Equity is credited with the par value of the stock and paid in capital is credited with the balance of the market value at the date of issuance. Also at the date of issuance, the value of the stock is recorded in paid-in-capital as contra equity. Non-performance based restricted stock vests ratably over the period assigned by the Compensation Committee and is amortized out of contra equity with a charge to compensation expense and a credit to the contra equity paid-in-capital account.

Performance-based restricted stock is issued and amortized from grant date based on the expected performance and accounted for in accordance with SFAS No. 123R. Compensation from performance-based restricted stock is earned by accomplishing predetermined performance goals during the performance period and the Compensation Committee determines the final amount of the award. Any determined changes in the results are adjusted in the financial statements in the period that the determination is made.

88

(r) Segment Reporting

Public companies are required to report certain financial information about significant revenue-producing segments of the business for which such information is available and utilized by the chief operating decision maker. Specific information to be reported for individual operating segments includes a measure of profit and loss, certain revenue and expense items, and total assets. As a community-oriented financial institution, substantially all of BankUnited’s operations involve the delivery of loan and deposit products to customers. Management makes operation decisions and assesses performance based on an ongoing review of these banking operations, which constitute BankUnited’s only operating segment.

(s) Derivative Instruments Held for Purposes Other than Trading

BankUnited enters into derivative contracts as a means of reducing its interest rate exposures. No derivatives are held for trading purposes. At inception these contracts, i.e., hedging instruments, are evaluated in order to determine if they qualify for hedge accounting. The hedging instrument must be highly effective in achieving offsetting changes in the hedge instrument and hedged item attributable to the risk being hedged. Any ineffectiveness, which arises during the hedging relationship is recognized in non-interest expense in the period in which it arises. All derivatives are valued at fair value and included in other assets or other liabilities. For fair value hedges, the changes in the fair value of the hedged item and changes in fair value of the derivative were recognized in non-interest income; in April 2006, BankUnited discontinued fair value hedging. For cash flow hedges, the unrealized changes in fair value to the extent effective are recognized in other comprehensive income. The fair value of cash flow hedges related to forecasted transactions is recognized in non-interest expense in the period when the forecasted transaction occurs. Any ineffectiveness related to cash flow-hedges is recorded in interest expense.

Residential mortgage loan commitments related to loans to be sold are required to be accounted for as derivatives at fair value, along with all forward sales contracts for loans to be sold. The commitments and forward sales contracts are recorded as either assets or liabilities in the consolidated statement of financial condition with the changes in fair value recorded in non-interest expense. Forward contracts may be allocated to loans held for sale in a relationship that qualifies for hedge accounting, in which case any ineffectiveness is charged to earnings under non-interest expense with an offset in other liabilities, no hedging of this type occurred in fiscal year 2007. See Note 10, Accounting for Derivatives and Hedging Activities, for more information about BankUnited’s Derivatives and Hedging Activities.

(t) Impact of Certain Accounting Pronouncements

SFAS No. 123R

In March 2004, the FASB issued a statement to revise Statement of Financial Accounting Standards (“SFAS”) No. 123 and SFAS No. 95, “Share-Based Payment,” that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The Statement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and requires instead that such transactions be accounted for using a fair-value-based method. The Securities and Exchange Commission required companies to implement SFAS No. 123R by the beginning of the next fiscal year that began on or after June 15, 2005. On October 1, 2005, BankUnited implemented SFAS No. 123R using the modified prospective method of transition. See Note 13, Stock Based Compensation, for more information about BankUnited’s stock-based compensation programs.

FIN No. 46 and FIN No. 46R

In January 2003, FASB issued FASB Interpretation No. 46 (“FIN No. 46”), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN No. 46 establishes the criteria used to identify

89

variable interest entities and to determine whether or not to consolidate a variable interest entity. This interpretation was effective immediately for variable interest entities created after January 31, 2003 and in the first fiscal year or interim period beginning after December 15, 2003, for variable interest entities in which a variable interest was acquired prior to February 1, 2003. Prior to FIN No. 46, BankUnited eliminated the investments in all of its trust subsidiaries and reported trust preferred securities in the liability section of BankUnited’s Consolidated Statement of Financial Condition. On December 24, 2003, the FASB issued a revision to FASB Interpretation 46 (“FIN No. 46R”) to clarify some of the provisions of FIN No. 46. Under the new guidance contained in FIN No. 46R, special effective date provisions apply to enterprises that have fully or partially applied FIN No. 46 prior to issuance of FIN No. 46R. Under the original provisions of FIN No. 46, beginning with the interim period beginning after June 15, 2003, BankUnited would no longer consolidate variable interest entities in which a variable interest was acquired prior to February 1, 2003 that do not meet the consolidation criteria under FIN No. 46. Under the new guidance contained in FIN No. 46R, the effective date was moved up to the first interim period ending after December 15, 2003 for special purpose entities only. BankUnited Capital was the only trust subsidiary consolidated by BankUnited. BankUnited meets the consolidation criteria under FIN No. 46 with respect to BankUnited Capital due to its ownership of the majority of preferred shares issued by that trust. As a result of FIN No. 46, BankUnited recognizes investments in common securities of its non-consolidated trust subsidiaries in other assets and reports the amount of subordinated debentures issued by BankUnited Financial Corporation to those trust subsidiaries in the liability section of its Consolidated Statement of Financial Condition. FIN No. 46 and FIN No. 46R have not had a significant impact on BankUnited’s consolidated financial condition or results of operations. The following information is being provided in accordance with disclosure requirements of FIN No. 46R.

BankUnited operates wholly-owned trust subsidiaries (“Trust Subsidiaries”) for the purpose of issuing Trust Preferred Securities and investing the proceeds from the sale thereof in Junior Subordinated Deferrable Interest Debentures issued by BankUnited (the “Subordinated Debentures”). All of the proceeds of the Trust Preferred Securities plus common securities issued by the Trust Subsidiaries are invested in Subordinated Debentures, which represent the sole assets of the Trust Subsidiaries. The Trust Preferred Securities pay preferential cumulative cash distributions at the same rate as the Junior Subordinated Debentures held by the Trust Subsidiaries. As of September 30, 2007, BankUnited had investments in the common stock of its Trust Subsidiaries of $7.1 million and Subordinated Debentures sold to its Trust Subsidiaries totaling $237.3 million. The Trust Subsidiaries had liabilities of $230.1 million in the form of Trust Preferred Securities.

FASB Staff Position Nos. FAS 115-1 and FAS 124-1

This FASB Staff Position (FSP) addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. This FSP also includes accounting considerations subsequent to the recognition of other-than temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary-impairments. This guidance is effective for reporting periods beginning after December 15, 2005 and was effective beginning the quarter ended March 31, 2006. BankUnited performs impairment assessment on a quarterly basis. During the fiscal year ended September 30, 2007, BankUnited recognized a $5.8 million other-than-temporary impairment on four investment securities which it did not anticipate holding until full cost recovery; $1.3 million on a preferred equity security, $3.7 million on two mutual fund investments and a $0.8 million on an investment security.

EITF Issue No. 04-8

The Emerging Issues Task Force (EITF) of the FASB reached a consensus position Issue No. 04-8, “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect of Diluted Earnings Per Share”, which could have required that the dilutive effect of contingently convertible debt instruments such as BankUnited’s 3.125% Convertible Senior Notes (the “Notes”), be reflected in BankUnited’s calculation of diluted earnings per share for reporting periods ending after December 15, 2004. Previous accounting rules provided for the exclusion of the effect of the contingently convertible instruments until the contingency had been satisfied.

90

In December 2004, BankUnited entered into a First Supplemental Indenture (the “First Supplemental Indenture”), in respect of its $120 million aggregate principal amount of the Notes. The First Supplemental Indenture amends the indenture governing the Notes dated as of February 27, 2004 (the “Indenture”), between BankUnited and the Trustee.

Under the original terms of the Indenture, the Notes were convertible by holders, under certain circumstances described in the Indenture, into shares of BankUnited’s Class A Common Stock, cash in lieu of shares of Class A Common Stock, or a combination of cash and shares of Class A Common Stock. Under the terms of the First Supplemental Indenture, BankUnited has irrevocably elected and agreed to pay only cash in settlement of the principal amount of the Notes in respect of its conversion obligations. BankUnited has retained the right to elect to settle any and all conversion obligations in excess of the principal amount of the Notes in cash or shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock.

As a result of the amendment effected by the First Supplemental Indenture, the Notes will have no effect on the calculation of BankUnited’s diluted average shares outstanding until the market price for BankUnited’s Class A Common Stock exceeds the conversion price of $38.06 per share.

SFAS No. 154

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces Accounting Principles Board Opinion No. 20 “Accounting Changes”, and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Therefore, BankUnited adopted this statement in the fiscal year that began on October 1, 2006, and will apply it as applicable.

SFAS No. 155

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments.” This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.

This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”

SFAS No. 155:

• Permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;

• Clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133;

• Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;

• Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives;

• Amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

SFAS No. 155 was effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Therefore, BankUnited adopted this statement in the fiscal year that began October 1, 2006, without any material effect.

91

SFAS No. 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets.” This statement amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 provides for alternative accounting treatments of mortgage servicing rights for transactions entered into after the adoption of the pronouncement and shall be effective for an entity’s first fiscal year that begins after September 15, 2006. BankUnited elected to continue using the amortization method as the accounting treatment of mortgage servicing rights for new transactions related to fixed-rate mortgage loans in the fiscal year that began on October 1, 2006.

FIN No. 48

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), an interpretation of FASB Statement No.109 “Accounting for Income Taxes.”

This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

FIN No 48 shall be effective for fiscal years beginning after December 15, 2006. Therefore, BankUnited will adopt this statement, as applicable, in its fiscal year beginning October 1, 2007.

Management does not expect this interpretation to have a material effect on BankUnited’s financial statements.

SFAS No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements.

This Statement shall be effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Therefore, BankUnited will adopt this statement, as applicable, in its fiscal year beginning October 1, 2008.

Management is in process of evaluating the impact of the adoption of this statement on BankUnited’s financial statements.

SAB No. 108

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, (“SAB No. 108”) “Financial Statements—Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements.”

SAB No. 108 addresses how to quantify the effect of an error on the financial statements concluding that dual balance sheet and income approach be used to compute the impact of the amount of a misstatement. Specifically, the amount should be computed using both the “rollover” (income statement perspective) and “iron curtain” (balance sheet perspective) methods.

92

SAB No. 108 is effective for fiscal years ending after November 15, 2006. BankUnited adopted this statement in its fiscal year that began on October 1, 2006, and will apply it as applicable.

SFAS No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115.”

This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.

The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.

The fair value option:

• May be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method.

• Is irrevocable (unless a new election date occurs).

• Is applied only to entire instruments and not to portions of instruments.

This Statement shall be effective for financial statements issued for fiscal years beginning after November 15, 2007. BankUnited will adopt this Statement, as applicable, in its fiscal year beginning October 1, 2008.

Management is in process of evaluating the impact of the adoption of this statement on BankUnited’s financial statements.

(u) Financial Statement Reclassifications

Certain prior period amounts have been reclassified to conform to the September 30, 2007 consolidated financial statements.

93

(2) Earnings per Share

Earnings per share is calculated as follows:

	For the Years Ended September 30,
	2007		2006		2005
	(In thousands, except per share amounts)
Basic earnings per share:
Numerator:
Net income	$	81,379	$	83,875	$	27,537
Preferred stock dividends		541		473		431
Net income available to common stockholders	$	80,837	$	83,402	$	27,106
Denominator:
Weighted average common shares outstanding		35,876		34,297		30,090
Basic earnings per share	$	2.25	$	2.43	$	0.90
Diluted earnings per share:
Numerator:
Net income available to common stockholders	$	80,837	$	83,402	$	27,106
Plus:
Convertible preferred stock dividends		541		473		431
Diluted net income available to common stockholders	$	81,379	$	83,875	$	27,537
Denominator:
Weighted average common shares outstanding		35,876		34,297		30,090
Plus:
Stock options and restricted stock		1,086		1,333		1,427
Convertible preferred stock		977		914		822
Diluted weighted average shares outstanding		37,939		36,544		32,339
Diluted earnings per share (1)	$	2.14	$	2.30	$	0.85

(1) During the fiscal year ended September 30, 2007, BankUnited did not consider potential common and preferred stock options of 914,057 and 340,000, respectively, in the computation of diluted earnings per share as they would have been antidilutive. In addition, BankUnited did not consider potential common stock of 119,801 shares from the HiMEDS Units issued on April 25, 2007 and June 4, 2007 as they would have been antidilutive.

During the fiscal year ended September 30, 2006, BankUnited did not consider potential common and preferred stock options of 295,802 and 159,120, respectively, in the computation of diluted earnings per share as they would have been antidilutive.

During the fiscal year ended September 30, 2005, BankUnited did not consider potential common and preferred stock options of 270,826 and 122,169, respectively, in the computation of diluted earnings per share as they would have been antidilutive.

94

(3) Investments and Mortgage-backed Securities Available for Sale

Investments Securities Available for Sale

Presented below is an analysis of investments designated as available for sale.

	At September 30, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
U.S. government sponsored entity debt securities (1)	$	25,000	$	—	$	(23	)	$	24,977
Preferred stock of U.S. government sponsored entities		39,933		—		(2,772	)		37,161
Trust preferred securities of other issuers		4,000		—		(311	)		3,689
Mutual funds and other bonds (2)		117,511		35		(743	)		116,803
Other investment note		1,200		—		—			1,200
Other equity securities		3,462		83		—			3,545
Total	$	191,106	$	118	$	(3,849	)	$	187,375

	At September 30, 2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
U.S. government sponsored entity debt securities (1)	$	70,599	$	—	$	(683	)	$	69,916
Preferred stock of U.S. government sponsored entities		95,696		100		(4,541	)		91,255
Trust preferred securities of other issuers		23,056		361		(67	)		23,350
Mutual funds and other bonds (2)		116,160		43		(4,159	)		112,044
Other equity securities		3,097		247		—			3,344
Total	$	308,608	$	751	$	(9,450	)	$	299,909

Investment securities at September 30, 2007, by contractual maturity, are shown below.

	Available for Sale
	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	28,287	$	28,261
Due after one year through five years		7,874		7,874
Due after five years through ten years		2,865		2,873
Due after ten years		38,205		37,193
Equity securities		113,875		111,174
Total	$	191,106	$	187,375

(1) U.S. Government sponsored entities include the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC).

(2) Underlying assets of mutual funds consist primarily of mortgage-backed securities.

95

Mortgage-backed Securities Available for Sale

Presented below is an analysis of mortgage-backed securities designated as available for sale:

	At September 30, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
FNMA mortgage-backed securities	$	163,656	$	139	$	(4,049	)	$	159,746
FHLMC mortgage-backed securities		50,541		135		(137	)		50,539
Collateralized mortgage obligations		4,284		—		(18	)		4,266
Mortgage pass-through certificates (1)		714,190		980		(13,498	)		701,672
Total	$	932,671	$	1,254	$	(17,702	)	$	916,223
	At September 30, 2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
FNMA mortgage-backed securities	$	211,207	$	62	$	(7,612	)	$	203,657
FHLMC mortgage-backed securities		63,391		24		(1,668	)		61,747
Collateralized mortgage obligations		6,860		42		(26	)		6,876
Mortgage pass-through certificates (1)		967,207		396		(13,939	)		953,664
Total	$	1,248,665	$	524	$	(23,245	)	$	1,225,944

(1) Included in BankUnited’s portfolio of mortgage-backed securities as of September 30, 2007 and 2006, were securities with a fair value of $179 million and $230 million, respectively, retained from BankUnited’s mortgage loan securitization from September 2005.

Mortgage-backed securities at September 30, 2007, by contractual maturity and adjusted for anticipated prepayments, are shown below.

	Available for Sale
	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	279,663	$	274,742
Due after one year through five years		512,558		503,540
Due after five years through ten years		115,612		113,578
Due after ten years		24,838		24,363
Total	$	932,671	$	916,223

Based on the internal model used by BankUnited, estimated average duration of the mortgage-backed securities portfolio as of September 30, 2007 was 1.34 years. This duration extends to 1.72 years in a hypothetical scenario that immediately adds 100 basis points to market interest rates. The model used by BankUnited is based on assumptions that may differ from the eventual outcome.

96

The following tables provide information on unrealized losses for investments and mortgage-backed securities available for sale as of September 30, 2007 and 2006.

	As of September 30, 2007
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses (1)			Fair Value		Unrealized Losses (1)			Fair Value		Unrealized Losses (1)
	(In thousands)
Available for sale securities
Investment securities:
Trust preferred securities of other issuers	$	1,889	$	(111	)	$	1,800	$	(200	)	$	3,689	$	(311	)
U.S. government sponsored entity debt securities (2)		—		—			24,977		(23	)		24,977		(23	)
Preferred stock of U.S. government sponsored entities (2)		28,451		(2,772	)		—		—			28,451		(2,772	)
Mutual funds and other bonds (3)		5,718		(18	)		27,638		(725	)		33,356		(743	)
Total investment securities	$	36,058	$	(2,901	)	$	54,415	$	(948	)	$	90,473	$	(3,849	)
Mortgage-backed securities:
FNMA mortgage-backed securities	$	—	$	—		$	135,629	$	(4,049	)	$	135,629	$	(4,049	)
FHLMC mortgage-backed securities		—		—			19,849		(137	)		19,849		(137	)
Collateralized mortgage obligations		—		—			959		(18	)		959		(18	)
Mortgage pass-through certificates		115,585		(5,205	)		426,293		(8,293	)		541,878		(13,498	)
Total mortgage-backed securities	$	115,585	$	(5,205	)	$	582,730	$	(12,497	)	$	698,315	$	(17,702	)

97

	As of September 30, 2006
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses (1)			Fair Value		Unrealized Losses (1)			Fair Value		Unrealized Losses (1)
	(In thousands)
Available for sale securities
Investment securities:
Trust preferred securities of other issuers	$	1,996	$	(5	)	$	1,938	$	(62	)	$	3,934	$	(67	)
U.S. government sponsored entity debt securities (2)		—		—			69,916		(683	)		69,916		(683	)
Preferred stock of U.S. government sponsored entities (2)		37,156		(2,859	)		24,361		(1,682	)		61,517		(4,541	)
Mutual funds and other bonds (3)		8,273		(166	)		91,178		(3,993	)		99,451		(4,159
Total investment securities	$	47,425	$	(3,030	)	$	187,393	$	(6,420	)	$	234,818	$	(9,450	)
Mortgage-backed securities:
FNMA mortgage-backed securities	$	252	$	(1	)	$	198,578	$	(7,611	)	$	198,830	$	(7,612	)
FHLMC mortgage-backed securities		—		—			59,534		(1,668	)		59,534		(1,668	)
Collateralized mortgage obligations		—		—			1,355		(26	)		1,355		(26	)
Mortgage pass-through certificates		20,730		(154	)		862,145		(13,785	)		882,875		(13,939	)
Total mortgage-backed securities	$	20,982	$	(155	)	$	1,121,612	$	(23,090	)	$	1,142,594	$	(23,245	)

(1) These unrealized losses are not considered to be other- than- temporary based on management’s evaluation. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; and the intent and ability to retain the security in order to allow for an anticipated recovery in fair value. We consider the decline in value of debt or equity securities classified as either available-for-sale to be temporary and we have the ability and intent to hold these securities until recovery.

(2) U.S. Government sponsored entities include FNMA and FHLMC.

(3) Underlying assets of mutual funds consist primarily of mortgage-backed securities.

We have determined that available for sale securities in an unrealized loss position are not other-than-temporary impaired for the following reasons:

• The significant majority of the securities referenced above are graded “Investment-Grade” taking into consideration the latest available credit ratings on individual investment securities by recognized rating companies (i.e. Moody’s, S&P). Throughout the holding period, BankUnited has not experienced any delays/ omissions in interest payments due as well as receipt of principal payments in the case of pass-through securities as it pertains to the inventory referenced above.

• BankUnited continues to utilize the securities referenced above as a tool to generate a stream of cash flow and has the, “ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value.”

98

During fiscal year 2007 BankUnited recognized a $5.8 million other-than-temporary impairment on four investment securities which it did not anticipate holding until full cost recovery; $1.3 million on a preferred equity security, $3.7 million on two mutual fund investments, and $0.8 million on an investment security.

Proceeds from sales of investment securities were $70 million, $0 and $120 million for the years ended September 30, 2007, 2006 and 2005, respectively. Realized gains from these sales were $343 thousand, $0, and $4.1 million for the years ended September 30, 2007, 2006 and 2005, respectively. Realized losses from these sales were of $894 thousands, $0 and $0 for the years ended September 30, 2007, 2006 and 2005, respectively.

Proceeds from sales of mortgage-backed securities were $302 million, $163 million, and $482 million for the years ended September 30, 2007, 2006, and 2005, respectively. Realized gains from these sales were $27 thousand $0, and $0 for the years ended September 30, 2007, 2006 and 2005, respectively. Realized losses from these sales were $0, $0, and $0.4 million for the years ended September 30, 2007, 2006, and 2005, respectively.

At September 30, 2007, and 2006 investment and mortgage-backed securities with an aggregate fair value of approximately $232 million, and $1.1 billion, respectively were pledged as collateral for repurchase agreements.

(4) Loans Receivable

Loans receivable consist of the following:

	As of September 30,
	2007					2006
	Amount			Percent of Total		Amount			Percent of Total
	(Dollars in thousands)
Real estate loans:
One-to-four family residential:
Residential mortgages	$	9,996,086		79.6	%	$	8,967,323		78.6	%
Specialty consumer mortgages		697,726		5.5			694,590		6.1
Total one-to-four family residential		10,693,812		85.1			9,661,913		84.7
Home equity loans and lines of credit		420,386		3.3			355,822		3.1
Multi-family		120,058		1.0			85,544		0.8
Commercial real estate		496,556		4.0			413,637		3.6
Construction		146,557		1.2			174,466		1.5
Land		303,294		2.4			337,023		3.0
Total real estate loans		12,180,663		97.0			11,028,405		96.7
Other loans:
Commercial		187,951		1.5			194,269		1.7
Consumer		16,228		0.1			17,809		0.2
Total other loans		204,179		1.6			212,078		1.9
Total loans held in portfolio (1)		12,384,842		98.6			11,240,483		98.6
Unearned discounts, premiums and deferred loan costs, net		235,454		1.9			196,601		1.7
Allowance for loan losses		(58,623	)	(0.5	)		(36,378	)	(0.3	)
Total loans held in portfolio, net		12,561,673		100.0	%		11,400,706		100.0	%
Mortgage loans held for sale		174,868					9,542
Total loans, net	$	12,736,541				$	11,410,248

(1) As of September 30, 2007, BankUnited had $180.8 million of non-accrual loans and $23 thousand past due more than 90 days and still accruing. As of September 30, 2006, BankUnited had $20.7 million of non-accrual loans and no loans past due more than 90 days and still accruing.

99

As of September 30, 2007, approximately $7.7 billion, or 61%, of all loans were secured by properties in Florida. No other state represented more than 6.9% of the Bank’s loan portfolio secured by real estate. As of September 30, 2006, approximately $7.6 billion, or 67%, of all loans were secured by properties in Florida. No other state represented more than 5.5% of the Bank’s loan portfolio secured by real estate.

As of September 30, 2007, the Bank had pledged approximately $9.1 billion of mortgage loans as collateral for advances from the FHLB Atlanta. As of September 30, 2006, the Bank had pledged approximately $8.2 billion of mortgage loans as collateral for advances from the FHLB Atlanta.

The following table provides the composition of the Bank’s one-to-four family residential loans as of September 30, 2007 and September 30, 2006, including loans held for sale.

	As of September 30, 2007				As of September 30, 2006
	Amount		Percent of Total		Amount		Percent of Total
	(Dollars in thousands)
One-to-four family residential loans:
Fixed rate loans	$	1,499,757	13.8	%	$	1,273,240	13.1	%
Adjustable rate loans (ARM):
Monthly payment option		6,682,670	61.5			6,662,052	68.9
Select-My-Payment		925,000	8.5			—	—
Non option ARM		1,761,253	16.2			1,736,163	18.0
Total ARM loans		9,368,923	86.2			8,398,215	86.9
Total one-to-four family residential loans, including loans held for sale (1)	$	10,868,680	100.0	%	$	9,671,455	100.0	%

(1) Excluding deferred costs, discounts, premiums and allowance for loan losses.

Payment option loans represented 60.6% and 59.2% of total loans outstanding (including loans held for sale and excluding deferred costs, unearned discounts, premiums and allowance for loan losses) as of September 30, 2007 and September 30, 2006, respectively. As of September 30, 2007, payment option loans with a balance of $6.7 billion, representing 89% of the payment option portfolio, had negative amortization of $270 million above their original principal balance. As of September 30, 2006, payment option loans with a balance of $5.0 billion, representing 75% of the payment option portfolio, had $89 million of negative amortization above their original principal balance.

Changes in the allowance for loan losses are as follows:

	For the Years Ended September 30,
	2007			2006			2005
	(In thousands)
Balance at beginning of period	$	36,378		$	25,755		$	24,079
Provision		31,500			10,400			3,800
Loans charged-off		(11,050	)		(1,273	)		(3,189	)
Recoveries		1,795			1,496			1,065
Balance at end of period	$	58,623		$	36,378		$	25,755

100

The following table sets forth information concerning impaired loans with specific reserves:

	As of September 30,
	2007				2006
	Outstanding Principal		Allowance for loan losses		Outstanding Principal		Allowance for loan losses
	(In thousands)
Consumer Mortgages	$	923	$	407	$	—	$	—
Commercial real estate (1)		—		—		7,000		1,330
Commercial (2)		232		232		3,998		1,979
Total	$	1,155	$	639	$	10,998	$	3,309

(1) Impaired commercial real estate loans with specific reserves decreased by $7 million from September 30, 2006 due to a sale transaction of a troubled commercial real estate loan with a balance of $7 million. The loan sold in December 2006 at a loss of $1.3 million provided through a specific reserve as of September 30, 2006.

(2) Impaired commercial loans with specific reserves decreased by $3.8 million from September 30, 2006 due to the settlement of an unsecured commercial loan in the amount of $3 million in exchange for an investment security valued at $1.2 million

(5) Servicing and Transfers of Mortgage Loans

Servicing

As of September 30, 2007 and 2006, BankUnited had MSR assets with a carrying amount of $20.6 million and $20.3 million, respectively.

Management obtains a valuation of its MSR assets each quarter from independent third parties, which is used by management to assess those assets for impairment. For purposes of determining the fair value of BankUnited’s MSR assets, and any resulting impairment, MSR’s have been stratified by risk characteristics, specifically investor type and product. The strata used were:

• Federal National Mortgage Association (FNMA);

• Federal Home Loan Mortgage Corporation (FHLMC);

• Private investors; and

• MTA loan securitization

The following table provides activity related to BankUnited’s MSR assets during fiscal years 2007 and 2006:

	For the Years Ended September 30, 2007
	MSR From Loan Sales			MSR Securitization			Total MSR
	(In thousands)
Beginning Balance October 1, 2006	$	15,628		$	4,631		$	20,259
New MSR assets from loans sales		4,994			—			4,994
Amortization of MSR assets		(2,262	)		(1,066	)		(3,329	)
Impairment of MSR assets		(659	)		(634	)		(1,293	)
Ending Balance September 30, 2007	$	17,701		$	2,931		$	20,631
Fair Value at September 30, 2007	$	18,100		$	2,931		$	21,031

101

	For the Years Ended September 30, 2006
	MSR From loan sales			MSR Securitization			Total MSR
	(In thousands)
Beginning Balance October 1, 2005	$	15,203		$	6,898		$	22,101
New MSR assets from loans sales		2,788			—			2,788
Amortization of MSR assets		(2,363	)		(1,231	)		(3,594	)
Impairment of MSR assets		—			(1,036	)		(1,036	)
Ending Balance September 30, 2006	$	15,628		$	4,631		$	20,259
Fair Value at September 30, 2006	$	15,701		$	4,631		$	20,332

Transfers

On September 26, 2005, BankUnited sold mortgage loans for securitization to a trust in a sale transaction. This transaction was structured without recourse to BankUnited. While BankUnited does not retain credit risk on the loans it has securitized, it has potential liability, under representations and warranties it made to the trust purchasing the loans. Upon securitization of the mortgage loans, BankUnited acquired subordinated securities, including an interest only strip (collectively retained securities), and recognized the value of the rights to servicing the underlying loans (MSRs). BankUnited recognized a loss of $89 thousand, net of costs associated with the securitization, from the sale of securities that were not retained by BankUnited. BankUnited has classified the retained securities as available for sale.

Considerable judgment is required to determine the fair values of BankUnited’s retained securities. Unlike government securities and other highly liquid investments, the precise market value of retained securities cannot be readily determined because these assets are not actively traded in stand-alone markets. Accordingly, BankUnited utilizes independent third parties specializing in secondary market transactions to provide fair values of its retained securities through the use of discounted cash flow models.

The key assumptions used in these models include prepayment speeds, discount yields, and loss severities. Prepayment speeds range from 20 CPR to 25 CPR and discount yields range from 6% to 18% depending upon where in the capital structure the bonds lie. Default assumptions are not applied to the AAA securities due to their high levels of subordination. However, for the subordinate pieces a cumulative deficit rate (“CDR”) of 2% combined with a loss severity of 30% is applied.

The key economic assumptions used in determining the fair value of retained securities at September 30, 2007 and the resulting fair value of the retained securities from hypothetical adverse changes in those assumptions are as follows:

	September 30, 2007
	(In thousands)
Fair value of retained securities	$	179,001
Fair value of retained securities from hypothetical adverse changes in prepayment speeds:
10%	$	178,030
20%	$	178,566
Fair value of retained securities from hypothetical adverse changes in discount margin and yields:
10%	$	176,534
20%	$	174,813
Fair value of retained securities from hypothetical adverse changes in pricing curves (spot/forward):
10%	$	177,398
20%	$	177,037

102

The sensitivities in the table above is hypothetical and should be used with caution. In the above table, the effect of a variation in a particular assumption on the fair value of the retained securities is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another, which might compound or counteract the sensitivities.

At September 30, 2007 and 2006, BankUnited was servicing loans for others of approximately $1.6 billion and $1.6 billion, respectively.

(6) FHLB Stock and Other Earning Assets

FHLB stock and other earning assets is summarized as follows:

	As of September 30,
	2007		2006
	(In thousands)
FHLB stock	$	305,385	$	255,342
Other earning assets		150		150
Total	$	305,535	$	255,492

(7) Office Properties and Equipment, net

Office properties and equipment, net are summarized as follows:

	As of September 30,
	2007			2006
	(In thousands)
Branch buildings	$	3,671		$	1,765
Leasehold improvements		46,457			34,125
Furniture, fixtures and equipment		29,529			24,040
Computer equipment and software		35,135			24,856
Total		114,792			84,786
Less: accumulated depreciation		(48,043	)		(36,058	)
Office properties and equipment, net	$	66,749		$	48,728

Depreciation expense was $13.0 million, $9.5 million, and $6.3 million, for the years ended September 30, 2007, 2006 and 2005, respectively. During fiscal 2006 BankUnited took an impairment charge of $725 thousand in relation to damages to two of its branches resulting from hurricane Wilma and a subsequent fire at one of the branches; expected insurance proceeds of $827 thousand were recorded as a receivable in addition to insurance proceeds already collected for property damage. During fiscal 2007, $333 thousand was collected from the insurance carrier and $327 thousand of the outstanding receivable was written off. A receivable of $167 thousand remains outstanding for insurance proceeds expected to be collected in fiscal year 2008.

BankUnited has entered into non-cancelable leases with approximate minimum future rentals as follows:

Years Ending September 30,	Amount
	(In thousands)
2008	$	12,485
2009		11,909
2010		10,959
2011		9,674
2012		8,717
Thereafter through 2018		16,513
Total	$	70,257

103

Actual rental payments may include deferred rents but are recognized as rent expense on a straight-line basis. Rent expense for the years ended September 30, 2007, 2006, and 2005 was $16.1 million, $12.8 million, and $11.5 million, respectively.

As a part of the lease of one of the buildings at the Miami Lakes Operations Center, BankUnited was required to restore the interior, which had been extensively modified by the former tenant, to its original condition. It is estimated that the cost of the restoration will be $2.2 million. The former tenant paid BankUnited $714 thousand to defray that cost. The lease for this building expires in December 2013.

(8) Deposits

At September 30, 2007 and 2006, BankUnited had outstanding non-interest bearing deposits of $342 million and $392 million, and interest bearing deposits of $6.7 billion and $5.7 billion, respectively. At September 30, 2007 and 2006, there were overdrafts of approximately $1.5 million and $1.6 million, respectively. Certificate accounts with balances of $100 thousand or more totaled approximately $2.1 billion and $1.8 billion at September 30, 2007 and 2006, respectively.

The following table sets forth maturities of certificates of deposit equal to or greater than $100 thousand as of September 30, 2007.

	As of September 30, 2007 (1)
	(In thousands)
Three months or less	$	543,137
Over 3 months through 6		844,072
Over 6 months through 12		402,476
Over 12 months through 24		95,475
Over 24 months through 36		119,232
Over 36 months through 48		55,000
Over 48 months through 60		31,321
	$	2,090,713

(1) Included in the table above are $293.4 million of certificates of deposit issued to the State of Florida with an average rate of 4.85%. These certificates are collateralized with a letter of credit of $155 million at September 30, 2007, issued by the FHLB Atlanta.

Interest expense on deposits for the years ended September 30, 2007, 2006 and 2005 was as follows:

	September 30,
	2007		2006		2005
	(In thousands)
Transaction and money market accounts	$	16,866	$	8,954	$	5,482
Savings accounts		66,580		47,838		21,096
Certificates of deposit		218,889		143,178		71,735
	$	302,335	$	199,970	$	98,313

Early withdrawal penalties on certificates of deposit are recognized as a reduction of interest expense on deposits. For the years ended September 30, 2007, 2006 and 2005, early withdrawal penalties totaled $769 thousand, $682 thousand and $350 thousand, respectively.

104

(9) Borrowings

Securities Sold under Agreements to Repurchase

Interest expense on securities sold under agreements to repurchase aggregated $19.9 million, $53.9 million and $36.2 million for the years ended September 30, 2007, 2006 and 2005, respectively.

The following sets forth information concerning repurchase agreements for the periods indicated:

	As of and for the Years Ended September 30,
	2007			2006
	(Dollars in thousands)
Maximum amount of outstanding agreements at any month end during the period	$	829,435		$	1,308,370
Average amount outstanding during the period	$	407,962		$	1,118,696
Weighted average interest rate for the period		5.33	%		4.83	%

The carrying amount of mortgage-backed securities sold under agreements to repurchase amounted to $143 million as of September 30, 2007. The agreements are overnight agreements with an average interest rate of 4.58% at September 30, 2007.

Advances from Federal Home Loan Bank

Advances outstanding as of September 30, 2007 and 2006 from the FHLB Atlanta incur interest and have contractual repayments as follows:

	As of September 30,
	2007						2006
	Amount		Range of Interest Rates				Amount		Range of Interest Rates
	(Dollars in thousands)
Repayable During Year Ending September 30,
2007							$	3,605,000	2.34	%	5.63	%
2008	$	3,150,000	3.95	%	5.61	%		880,000	2.59	%	5.61	%
2009		1,470,000	4.55	%	5.36	%		100,000	4.64	%	4.74	%
2010 (1)*, (2)**		1,165,000	3.62	%	5.00	%		150,000	3.61	%	3.72	%
2011		60,000	4.97	%	4.97	%		—	—		—
2012 (3)*		25,000	4.17	%	4.17	%		—	—		—
2015 (4)*, (5)*(6)		364,100	0.00	%	4.79	%		439,100	0.00	%	4.79	%
2016 (6)		250	0.00	%	0.00	%		250	0.00	%	0.00	%
Total contractual outstanding	$	6,234,350					$	5,174,350

*    (1)     Advances for $100 million are callable by the FHLB in 2008.

**  (2)     Advances for $175 million are callable by FHLB in 2009.

*    (3)     Advances for $25 million are callable by FHLB in 2009.

*    (4)     Advances for $264 million are callable by FHLB in 2008.

*    (5)     Advances for $100 million are callable by FHLB in 2009.

      (6)     Zero per cent rate represent advances related to CRA.

* Callable on call date and each quarter there after

** Callable on call date only

The terms of a security agreement with the FHLB Atlanta include a specific assignment of collateral that requires the maintenance of qualifying first mortgage loans as pledged collateral with unpaid principal amounts at least equal to 100% of the FHLB advances, when discounted at 85% of the unpaid principal balance. The FHLB Atlanta stock, which is recorded at cost of $305 million as of September 30, 2007, is also pledged as collateral for these advances.

105

Convertible Senior Notes

BankUnited issued $120 million principal amount of convertible senior notes due 2034 in a private placement to certain qualified institutional buyers in 2004. The notes bear interest at the rate of 3.125% per year payable on March 1 and September 1 of each year, beginning on September 1, 2004. Beginning on March 1, 2011, BankUnited will pay additional contingent interest on the notes if the average trading price of the notes is above a specified level.

The notes are convertible by holders into shares of BankUnited’s Class A Common Stock at an initial conversion rate of 26.2771 shares of Class A Common Stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $38.06 per share of Class A Common Stock (subject to adjustment in certain events), only under the following circumstances: (1) during any fiscal quarter after the first fiscal quarter ended March 31, 2004 if the closing sale price of our Class A Common Stock exceeds 125% of the then current conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding fiscal quarter, (2) during prescribed periods, upon the occurrence of specified corporate transactions, or (3) if we have called the notes for redemption.

The conversion rate of the notes is subject to adjustments for certain events, including but not limited to the issuance of stock dividends on our Class A Common Stock, the issuance of rights or warrants, subdivisions, or combinations of our Class A Common Stock, distributions of capital stock indebtedness or assets, cash dividends and issuer tender or exchange offers. The conversion rate may not be adjusted for other events that may adversely affect the trading price of the notes or the Class A Common Stock into which such notes may be convertible.

Under the terms of the First Supplemental Indenture entered into in December 2004, BankUnited has irrevocably elected and agreed to pay only cash in settlement of the principal amount of the Notes in respect of its conversion obligations. BankUnited has retained the right to elect to settle any and all conversion obligations in excess of the principal amount of the Notes in cash or shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock. As a result of the amendment effected by the First Supplemental Indenture, the Notes will have no effect on the calculation of BankUnited’s diluted average shares outstanding until the market price for BankUnited’s Class A Common Stock exceeds the conversion price of $38.06 per share.

The notes will mature on March 1, 2034. BankUnited may redeem for cash some or all of the notes at any time on or after March 1, 2011 at 100% of the principal amount of the notes plus any accrued and unpaid interest, contingent interest and additional amounts, if any.

Holders may require BankUnited to purchase all or part of the notes for cash at a purchase price of 100% of the principal amount of the notes plus accrued and unpaid interest including contingent interest and additional amounts, if any, on March 1, 2011, March 1, 2014, March 1, 2019, March 1, 2024 and March 1, 2029 or upon the occurrence of a significant change (e.g., change of controlling interest in BankUnited).

The notes are senior unsecured obligations, ranking equally in right of payment with all of BankUnited’s existing and future unsecured senior indebtedness. The notes are effectively subordinated to BankUnited’s entire senior secured indebtedness and all indebtedness and liabilities of its subsidiaries. As of September 30, 2007, BankUnited did not have any senior secured indebtedness.

Trust Preferred Securities and Subordinated Debentures

BankUnited operates wholly-owned trust subsidiaries (“Trust Subsidiaries”) for the purpose of issuing Trust Preferred Securities and investing the proceeds from the sale thereof in Junior Subordinated Deferrable Interest Debentures issued by BankUnited (the “Subordinated Debentures”). All of the proceeds of the Trust Preferred Securities plus common securities issued by the Trust Subsidiaries are invested in Subordinated Debentures, which represent the sole assets of the Trust Subsidiaries. The Trust Preferred Securities pay preferential

106

cumulative cash distributions at the same rate as the Junior Subordinated Debentures held by the Trust Subsidiaries. Considered together, back-up undertakings made by BankUnited with respect to the Trust Preferred Securities constitute a full and unconditional guarantee by BankUnited of the obligations of the Trust Preferred Securities. The carrying amount of trust preferred securities and subordinated debentures in BankUnited’s Consolidated Statement of Financial Condition of $237 million as of September 30, 2007, represents Trust Preferred Securities issued by its non-consolidated Trust Subsidiaries and the Subordinated Debentures issued to its non-consolidated Trust Subsidiaries. In addition BankUnited adjusts the carrying amount of certain Trust Preferred Securities in accordance with the hedge accounting requirements of SFAS No. 133.

The following table provides information for each of BankUnited’s Trust Subsidiaries with outstanding Trust Preferred Securities as of September 30, 2007:

	Outstanding as of September 30, 2007
	Trust Preferred Securities		Common Securities		Subordinated Debentures		Annual Rate of Preferential Cash Distribution	Maturity Date
BankUnited Statutory Trust III (6)	$	25,000	$	774	$	25,774	3-Month Libor+3.40% (2)	9/26/2032
BankUnited Statutory Trust IV (6)		20,000		619		20,619	3-Month Libor+3.40% (3)	11/15/2032
BankUnited Statutory Trust V (6)		15,000		464		15,464	3-Month Libor+3.25% (4)	12/19/2032
BankUnited Statutory Trust VI (6)		17,640		546		18,186	3-Month Libor+3.15% (5)	3/26/2033
BUFC Statutory Trust VII (1) (6)		15,000		464		15,464	3-Month Libor+3.25%	4/3/2033
BankUnited Statutory Trust VIII (6)		15,000		464		15,464	3-Month Libor+1.86%	11/30/2034
BankUnited Statutory Trust IX (6)		15,000		464		15,464	5.835% (7)	11/30/2034
BUFC Statutory Trust X (6)		50,000		1,547		51,547	3-Month Libor+1.69%	12/15/2036
BankUnited Statutory Trust XI (6)		50,000		1,547		51,547	3-Month Libor+1.69%	3/15/2037
BankUnited Statutory Trust XII (6)		7,500		232		7,732	3-Month Libor+1.60%	12/15/2037
Total	$	230,140	$	7,121	$	237,261

(1) BankUnited uses an interest rate cap contract to hedge interest rate risk on this instrument with a notional amount of $15 million as of September 30, 2007.

(2) Not to exceed 11.90% prior to September 26, 2007.

(3) Not to exceed 11.90% prior to November 15, 2007.

(4) Not to exceed 11.75% prior to December 26, 2007.

(5) Not to exceed 11.75% prior to March 26, 2008.

(6) In accordance with FIN No. 46, BankUnited has not consolidated these Trust Subsidiaries.

(7) Fixed at 5.835% until December 30, 2009 at which time the rate converts to floating at 3-Month Libor + 1.86%.

During the twelve-month period ended September 30, 2007, BankUnited had a net increase of $41 million in trust preferred securities and subordinated debentures from $196 million at September 30, 2006 to $237 million. BankUnited operates wholly-owned trust subsidiaries for the purpose of issuing trust preferred securities and investing the proceeds from the sale thereof in junior subordinated deferrable interest debentures issued by BankUnited. The carrying amount of trust preferred securities and subordinated debentures in BankUnited’s

107

Consolidated Statement of Financial Condition was $237 million as of September 30, 2007, and represented trust preferred securities issued by its consolidated trust subsidiary and the subordinated debentures issued by BankUnited to its non-consolidated trust subsidiaries.

The net increase in trust preferred securities and in subordinated debentures reflects primarily four transactions during the twelve-month period ended September 30, 2007:

• The issuance and sale of $50 million in subordinated debentures to wholly-owned trust subsidiary, BankUnited Statutory Trust X in October 2006;

• The issuance and sale of $50 million in subordinated debentures to wholly-owned trust subsidiary, BankUnited Statutory Trust XI in March 2007;

• The redemption in March 2007 of trust preferred securities with a balance of $23 million issued by BankUnited to its consolidated subsidiary BankUnited Capital;

• The redemption in March 2007 of trust preferred securities with a balance of $25 million issued by BankUnited to its non-consolidated subsidiary BankUnited Statutory Trust II;

• The redemption in May 2007 of trust preferred securities with a balance of $20 million issued by BankUnited to its non-consolidated subsidiary BankUnited Statutory Trust I; and

• The issuance and sale of $8 million in subordinated debentures to wholly-owned trust subsidiary, BankUnited Statutory Trust XII in September 2007.

Issuance of HiMEDS equity units

During the third fiscal quarter of 2007, BankUnited raised $184 million through the sale of 3,680,000 6.75% HiMEDS equity units, which require holders to purchase common equity by May 2010 at a price in the range of $23.40 to $32.76.

BankUnited has been using and intends to use the net proceeds of the offering for general corporate purposes including buying shares of its Class A Common Stock, expanding operations through new branch offices and operations centers, acquisitions of debt and equity securities, redemption of outstanding debt and investing in loans and mortgage-backed or other securities.

The equity units carry a total distribution rate of 6.75%. Each equity unit has a stated amount of $50 and is initially comprised of (i) a 3-year purchase contract which will obligate the holder to purchase from BankUnited on May 17, 2010, a certain number of shares of Bankunited’s Class A Common Stock, for $50; and (ii) a 1/20 undivided beneficial interest in $1,000 principal amount of BankUnited’s 6.37% Senior Note due May 17, 2012. Holders of the equity units will be entitled to receive quarterly contract adjustment payments at a rate of 0.38% per year of the stated amount of $50 per equity unit. The threshold appreciation price of the equity units is $32.76.

BankUnited has recorded the fair value of the forward purchase contract as a reduction of additional paid-in capital for $1.9 million. The contract adjustment payment obligation has been recorded as a liability for its present value of $1.9 million.

The forward purchase contract is evaluated during each reporting period to ensure that it continues to qualify for equity classification under EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” As of September 30, 2007, the forward purchase contract continued to qualify as equity.

108

Issuance of Junior Subordinated Debentures

On September 28, 2007, BankUnited issued $12.5 million principal amount of junior subordinated debentures due on December 15, 2017. The debentures bear an annual floating rate equal to 3-month LIBOR plus 3%. Interest will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (the “Distribution Periods”).

The amount of interest payable for each Distribution Period will be calculated by applying the interest rate to the principal amount outstanding at the commencement of the Distribution Period on the basis of the actual number of days in the Distribution Period concerned divided by 360.

The payment by BankUnited of the principal of, and premium, if any, and interest on all debentures is subordinated and junior in right of payment to the prior payment in full of all senior indebtedness of BankUnited, whether outstanding at the date of the issuance of these debentures or thereafter incurred.

The indebtedness represented by these debentures is unsecured by the assets of BankUnited and its affiliates and the debenture is not eligible as collateral for any loan by BankUnited.

These debentures may be redeemed on or after the interest payment date in December 2012 in accordance with the terms of the indenture.

(10) Accounting for Derivatives and Hedging Activities

BankUnited uses derivative instruments as part of its interest rate risk management activities to reduce risks associated with its loan origination and borrowing activities. Derivatives include loan commitments, forward sales contracts, and interest rate swaps and caps. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), BankUnited recognizes all derivatives as either assets or liabilities on the consolidated statement of condition and reports them at fair value with realized and unrealized gains and losses included in either earnings or in other comprehensive income, depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting.

Loan Commitments

BankUnited commits to originate one-to-four family residential mortgage loans with potential borrowers at specified interest rates for short periods of time, usually thirty days. If potential borrowers meet underwriting standards, these loan commitments obligate BankUnited to fund the loans, but do not obligate the potential borrowers to accept the loans. If the borrowers do not allow the commitments to expire, the loans are funded, and either placed into BankUnited’s loan portfolio or held for sale. Based on historical experience, the interest rate environment, and the underlying loan characteristics, BankUnited estimates the amount of commitments that will ultimately become loans held for sale and accounts for those as derivatives during the commitment period. As derivatives, the changes in the fair value of the commitments are recorded in current earnings under other non-interest expense with an offset to the consolidated statement of financial condition in other liabilities. Fair values are based solely on the relationship of observable market interest rates and are calculated by third parties.

Forward Sales Contracts

BankUnited enters into forward sales contracts in order to economically hedge fair value exposure of loan commitments and fair value exposure of loans held for sale to a change in interest rates. Fair value changes of forward sales contracts, not eligible for hedge accounting under SFAS No. 133, are recorded in earnings under non-interest expense with an offset in other liabilities. Hedge accounting was not applied to these contracts in fiscal years ended September 30, 2007 and September 30, 2006. Loans held for sale do not include any payment option loans.

109

Loans Held For Sale

Loans held for sale are accounted for under the lower of cost or market method, unless they are effectively hedged under SFAS No. 133. Lower of cost or market adjustments are recorded in earnings under non-interest expense. No adjustments, related to lower of cost or market, were booked in the fiscal years ended September 30, 2007 and September 30, 2006.

Interest Rate Swaps and Caps

At September 30, 2007, BankUnited had outstanding one interest rate cap contract used to reduce the risk of rising interest payments associated with specific variable rate debt instruments. This contract was accounted for as cash flow hedge under SFAS No. 133.

BankUnited applied hedge accounting based on the “short cut” method for interest rate swaps provided for in SFAS No. 133 for the quarter ended December 31, 2005. BankUnited reviewed its application of the short cut method in accounting for interest rate swaps in the subsequent quarter based on guidance issued by the SEC in December 2005, and concluded that three hedge transactions outstanding at December 31, 2005, did not meet the requirements set forth in the guidance and that hedge accounting was precluded for those items in the periods previously applied. BankUnited concluded that the reclassification of these swaps did not materially affect the results of operations for any period presented and recognized a $242 thousand net charge from prior periods for the quarter ended March 31, 2006. For the year ended September 30, 2006, a $2 million loss was recognized on this swap transaction. The “short cut” method has not been used in subsequent periods.

At September 30, 2007, BankUnited had no interest rate swap agreements outstanding.

The following table summarizes certain information with respect to the use of derivatives and their impact on BankUnited’s consolidated statements of income during the years ended September 30, 2007, 2006, and 2005:

	For the Years Ended September 30,
	2007			2006			2005
	(In thousands)
Interest Rate Swaps
Net loss recorded in non-interest income related to swaps	$	(327	)	$	(1,657	)	$	(1,369	)
Other Derivatives (1)
(Loss) gain recorded in non-interest expense related to loan commitments		(9	)		146			(183	)
(Loss) gain recorded in non-interest expense related to forward sales contracts		(657	)		(231	)		238
Total net loss recorded in earnings due to derivatives	$	(993	)	$	(1,742	)	$	(1,309	)

Note: A charge of $4 thousand related to ineffectiveness related on cash flow hedges was booked during fiscal year 2007. Within the next 12 months, BankUnited estimates that $59 thousand will be reclassified out of other comprehensive income as a credit to earnings for cash flow hedges outstanding as of September 30, 2007.

(1) BankUnited uses other derivatives to economically hedge interest rate risk, but they do not qualify for hedge accounting treatment.

110

(11) Regulatory Capital

The Bank’s regulatory capital levels as of September 30, 2007, 2006, and 2005 were as follows:

	As of September 30,
	2007			2006			2005
	(Dollars in thousands)
Tier 1 Leverage Capital
Amount	$	1,183,375		$	990,629		$	756,810
Actual Ratio		7.8	%		7.3	%		7.1	%
Well-Capitalized Minimum Ratio (1)		5.0	%		5.0	%		5.0	%
Adequately Capitalized Minimum Ratio (1)		4.0	%		4.0	%		4.0	%
Tier 1 Risk-Based Capital (2)
Amount	$	1,183,375		$	990,629		$	756,810
Actual Ratio		14.6	%		13.8	%		14.0	%
Well-Capitalized Minimum Ratio (1)		6.0	%		6.0	%		6.0	%
Adequately Capitalized Minimum Ratio (1)		4.0	%		4.0	%		4.0	%
Total Risk-Based Capital
Amount	$	1,232,706		$	1,013,770		$	774,390
Actual Ratio		15.4	%		14.3	%		14.5	%
Well-Capitalized Minimum Ratio (1)		10.0	%		10.0	%		10.0	%
Adequately Capitalized Minimum Ratio (1)		8.0	%		8.0	%		8.0	%

(1) Based on Office of Thrift Supervision regulations adopted to implement the “prompt corrective action” provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991.

(2) Tier 1 risk-based capital ratio is the ratio of core capital to risk weighted assets.

Regulatory capital and net income amounts as of and for the years ended September 30, 2007, 2006 and 2005 did not differ from regulatory capital and net income amounts reported to the OTS.

Payment of dividends by the Bank is limited by federal regulations, which provide for certain levels of permissible dividend payments depending on the Bank’s regulatory capital and other relevant factors. In September 2007, BankUnited contributed $80 million in additional capital to the Bank. In December 2005, June and September of 2006, BankUnited contributed $15 million, $75 million, and $40 million, respectively, in additional capital to the Bank. In March, June and September 2005, BankUnited contributed $42 million, $30 million, and $25 million, respectively, in additional capital to the Bank. The majority of these contributions were funded by proceeds BankUnited received from the issuance of HiMEDS Units senior notes of $184 million in April 2007, net proceeds from the stock offering of $150.9 million in January 2006, and the issuance of $120 million of convertible senior notes in February and March 2004.

(12) Stockholders’ Equity

BankUnited has a capital structure with the following characteristics:

Preferred Stock:

Issued in series with rights and preferences to be designated by the Board of Directors. As of September 30, 2007, and 2006, 10,000,000 shares of Preferred Stock were authorized, 2,000,000 of which were designated to a particular series and 8,000,000 of which were not designated.

Noncumulative Convertible Preferred Stock, Series B (“Series B Preferred”)—

• Dividends—Quarterly noncumulative cash dividends are paid at an annual rate of $0.55 per share;

• Redemption—Not redeemable by BankUnited until October 1, 2007 or later unless approved by the holders of at least 50% of the Series B Preferred shares;

111

• Voting Rights—Two and one half votes per share;

• Preference on Liquidation—Voluntary liquidation at the applicable redemption price per share and involuntary at $7.375 per share; and

• Convertibility: Convertible into 1.4959 shares (adjusted for all stock dividends) of Class B Common Stock for each share of Series B Preferred surrendered for conversion, subject to adjustment on the occurrence of certain events.

Common Stock:

Issued in series with rights and preferences to be designated by the Board of Directors. As of September 30, 2007 and 2006, there were 100,000,000 and 60,000,000 shares of Class A Common Stock, respectively, authorized and 3,000,000 shares of Class B Common Stock were authorized.

Class A Common Stock

• Dividends—As declared by the Board of Directors in the case of a dividend alone or not less than 110% of the amount per share of any dividend declared on the Class B Common Stock; and

• Voting Rights: One tenth of one vote per share.

Class B Common Stock

• Dividends—As declared by the Board of Directors;

• Voting Rights—One vote per share; and

• Convertibility—Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

BankUnited’s Board of Directors declared dividends of $0.005 per share on its Class A Common Stock on November 28, 2006, March 5, 2007, May 31, 2007, and August 29, 2007. BankUnited continues to declare and pay such dividends on a quarterly basis subject to termination at any time at the sole discretion of the Board of Directors.

BankUnited has a stock repurchase program which was initially authorized by its Board of Directors on October 24, 2002. BankUnited has supplemented that authorization, raising the number of shares authorized to be repurchased to 3,000,000, 3,600,000 and 4,400,000 on October 25, 2006, January 23, 2007 and April 16, 2007, respectively. Under the program, BankUnited could purchase up to 4,400,000 shares of its Class A Common Stock in open market transactions from time to time at such prices and on such conditions as the Executive Committee of the Board of Directors determines to be advantageous. This plan does not have an expiration date.

BankUnited purchased 1,738,295 shares of stock in fiscal 2007. This represents a purchase of stock under the authorized purchase program. There were 2,572,005 shares available for purchase under this program as of September 30, 2007. During fiscal 2006 BankUnited did not purchase any shares of stock.

(13) Stock-Based Compensation and Other Benefit Plans

Stock-Based Compensation

At September 30, 2007, BankUnited had certain stock-based compensation plans approved by shareholders and designed to provide incentives to current and prospective officers, directors and employees of BankUnited and its subsidiaries. Under the plans, BankUnited may award stock options, stock appreciation rights, restricted stock, restricted stock units and awards in lieu of obligations, dividend equivalents, other stock-based awards and performance awards in each of its classes of stocks.

112

The following table summarizes terms of BankUnited’s stock-based incentive compensation plans approved as of September 30, 2007:

	Stock Compensation Plans
	Maximum Term	Shares Authorized	Class of Stock	Vesting Requirements	Types of Equity Compensation
2007 Stock Award and Incentive Plan	10 Years	5,000,000	Common A & B; Series B Preferred	0-10 Years	RS, RSU, ISO, NQ SAR
2002 Stock Award and Incentive Plan	10 Years	2,774,920	Common A & B; Series B Preferred	0-10 Years	RS, RSU, ISO, NQ
1996 Incentive and Stock Award Plan	10 Years	3,800,000	Common A & B; Series B Preferred	0-10 Years	RS, ISO, NQ
1994 Incentive Stock Option Plan	10 Years	250,000	Common A & B	0-10 Years	ISO, NQ

RS—Restricted Stock

RSU—Restricted Stock Unit

ISO—Incentive Stock Option

NQ—Non-qualified Stock Option

SAR—Stock Appreciation Rights

Shares issued in connection with stock-based compensation are registered under the plans. BankUnited’s practice is to issue new shares when restricted awards are granted and options are exercised.

At the 2007 Annual Meeting, BankUnited’s shareholders approved the 2007 Stock and Incentive Award Plan which comprised 5,000,000 shares of stock plus the combined forfeited shares and options from previous plans. The Plan also allows for the shares to be increased by 8% of any issuance or deliverance of Company stock during the term of the Plan not including any issuances under the Plan or Pre-Existing Plans. At September 30, 2007, there were 4.7 million shares of all classes available under the Plan.

The stock-based compensation grants reflect BankUnited’s intent of rewarding the officers, directors and employees for BankUnited’s performance, reinforcing commitment to BankUnited and responding to increased competitive pressures for talented personnel in BankUnited’s market area. Some of the awards granted to BankUnited’s most senior executives are subject to being earned by the achievement of specified performance goals.

BankUnited’s Compensation Committee sets the vesting, expiration, and forfeiture terms for the restricted stock and option awards granted under BankUnited’s Plans at the time of the grant.

Unvested stock based compensation awards are subject to being forfeited upon termination of employment, except that early vesting conditions generally provide that the award will vest fully in the event of death and may fully vest with the approval of the Compensation Committee under other circumstances. Upon termination of employment, option holders have thirty days to exercise vested options, except in the case of death where the option holder’s legal representative has up to one year to exercise the options.

Unvested stock-based compensation may vest before the end of the scheduled vesting term in cases of change in control of BankUnited. Awards granted to certain executive officers will immediately vest if there is a change in control of BankUnited. Such awards will vest and become exercisable for all other employees in the event that any successor company does not assume the obligations or the employee is involuntarily terminated within twenty-four (24) months following the effective date of the change in control.

Effective October 1, 2005, BankUnited adopted SFAS No. 123R “Share Based Payments” using the modified prospective transition method. SFAS No. 123R requires companies to calculate compensation expense arising from stock-based compensation based on the respective fair values of awards at grant date.

113

BankUnited has elected to adopt the transition method for accounting for the tax effects of share-based payment awards provided in FSP No. 123R-3. This transition method is used in determining the amount of additional paid in capital resulting from tax benefits in years prior to the adoption of SFAS No. 123R that is available to absorb tax deficiencies recognized subsequent to the adoption of SFAS No. 123R.

The following table presents the total stock-based compensation for fiscal 2007:

	Twelve Months Ended September 30, 2007
	(Dollars in thousands)
Total stock-based compensation	$	7,628
Total recognized tax benefit related to stock-based compensation	$	3,694

As of September 30, 2007, there was $26.6 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan. BankUnited expects to recognize that cost over a weighted-average period of approximately 4.3 years.

Options

BankUnited may award both incentive stock options and non-qualified stock options. Options granted under BankUnited’s Plans expire six to ten years after the date of grant and are granted at or above the fair market value (closing price) of the stock on the date of grant. An option may vest over a period ranging from immediate to nine years.

BankUnited has used the Black-Scholes model to calculate fair values of options awarded. This model requires assumptions as to expected volatility, dividends, terms, and risk free rates. Assumptions used for the periods covered herein, are outlined in the table below:

	Twelve Months Ended September 30,
	2007	2006
Expected Volatility	26.0% - 28%	26.0%
Expected Dividend	0.10% - 1.85%	0.07% - 1.23%
Expected Term in Years	3.9 - 5.0	3.9 - 5.0
Risk Free Rate	4.52% - 4.75%	4.37% - 4.93%

Expected volatilities are based on historical volatility trends of BankUnited’s Class A Common Stock and other factors. Expected dividends reflect a range from actual dividends paid on BankUnited’s Class A Common Stock and Series B Preferred Stock. Expected terms represent the period of time that options granted are expected to be outstanding; the range above results from certain categories of recipients exhibiting different exercise behavior. The risk free rate is based on the U.S Treasury yield curve in effect at the time of grant for the appropriate life of each option.

114

The following table presents the activity of BankUnited’s outstanding stock options, for all classes of Common Stock for the year ended September 30, 2007:

	Number of Shares		Weighted Average Price per Share		Weighted Average Remaining Contractual Terms	Aggregate Intrinsic Value
	(Dollars and shares in thousands)
Options outstanding, September 30, 2006	2,305		$	17.73
Options granted	415		$	22.36
Options exercised	(203	)	$	8.51
Options forfeited	(55	)	$	22.43
Options expired	(46	)	$	23.94
Options outstanding, September 30, 2007	2,416		$	19.08	5.6	$	3,985
Exercisable at September 30, 2007	1,669		$	17.69	4.9	$	3,894
Unvested at September 30, 2007	747		$	22.20	7.0	$	91

The following table presents the activity of BankUnited’s outstanding stock options, for Series B Preferred Stock, for the year ended September 30, 2007:

Series B Preferred Options	Number of Shares		Weighted Average Price per Share		Weighted Average Remaining Contractual Terms	Aggregate Intrinsic Value
	(Dollars and shares in thousands)
Outstanding September 30, 2006	941		$	26.75
Granted	160		$	23.90.
Exercised	(62	)	$	10.85
Outstanding September 30, 2007	1,039		$	27.26	4.7	$	1,241
Exercisable at September 30, 2007	672		$	25.19	3.8	$	1,202
Unvested at September 30, 2007	367		$	31.06	6.5	$	39

The following table presents the values of option grants and exercises for the twelve-month periods ended September 30, 2007, 2006 and 2005:

	Twelve Months Ended September 30,
	2007		2006		2005
	(Dollars in thousands, except for amount per share)
Grant date weighted average fair value per share of options granted	$	6.39	$	11.33	$	7.87
Total intrinsic value of options exercised	$	4,409	$	9,659	$	5,280
Cash received from options exercised	$	2,400	$	3,972	$	1,565
Actual tax benefit to be realized from option exercises	$	1,065	$	3,100	$	1,082

The total fair value of options granted above fair value on the grant date during the year ended September 30, 2005 was $2.8 million. There were no options granted during fiscal years 2006 and 2007 at a price above fair value on their grant dates.

115

Restricted Stock

Restricted awards granted without performance-based restrictions vest in annual installments over periods ranging from immediate to fourteen years commencing on the date of the grant. The vesting schedules are intended to encourage officers, directors and employees to make long-term commitments to BankUnited.

Fair value for non-vested shares is determined based on the closing price of BankUnited’s shares on the grant date.

A summary of the status of BankUnited’s non-vested restricted common shares and restricted common units for fiscal 2007 is presented below:

Common Unvested Shares *	Number of Shares (in thousands)		Weighted Average Price per Share (at date of grant)
Outstanding September 30, 2006	477		$	25.28
Granted	252		$	23.77
Vested	(106	)	$	23.76
Forfeited	(44	)	$	24.10
Outstanding September 30, 2007	579		$	24.58

* Including Restricted Stock Units

A summary of the status of BankUnited’s unvested Series B Preferred Stock restricted shares for fiscal 2007 is presented below:

Preferred Unvested Shares	Number of Shares (in thousands)		Weighted Average Price per Share (at date of grant)
Outstanding at September 30, 2006	341		$	31.03
Granted	105			40.12
Vested	(50	)		29.91
Outstanding at September 30, 2007	396		$	33.58

The following table presents the values of restricted stock grants and vesting for the twelve-month periods ended September 30, 2007, 2006 and 2005:

	Twelve Months Ended September 30,
	2007		2006		2005
Grant date weighted average fair value per share of restricted stock granted	$	28.59	$	27.62	$	31.70
Fair value per share of shares vested	$	25.73	$	32.19	$	30.97

Performance Based Awards

Under the 2007 Plan the Compensation Committee has the authority to grant performance awards requiring the achievement of pre-determined goals by a future date. The goals are business-based goals such as growth in assets, loans and/or deposits; enhancing earnings by achieving certain levels of revenue and/or net income, improving or maintaining quality of assets, and improving net interest margins.

116

Performance based stock awards are granted by the Compensation Committee and may be earned over periods ranging from one year to three years. If restricted and to the extent that an award is earned, vesting commences the date that the grant is earned and vests, thereafter over a period of five to eight years, contingent on the person receiving the award employed by BankUnited.

The level of achievement of performance based stock awards is estimated and the grant is divided into equal groups that vest in accordance with the directive of the Compensation Committee. Each group is amortized from the date of the grant to the date of vesting.

Performance based restricted stock awards can be voted from the date of the award and are paid dividends only after they have been declared earned by the Compensation Committee.

As of September 30, 2007 BankUnited had the following awards outstanding in both Class A Common Stock and Series B Preferred Stock, which are included in the total unvested share information previously disclosed.

Performance Based Unvested Shares Common A	Number of Shares (in thousands)		Weighted Average Price per Share (at date of grant)
Outstanding at September 30, 2006	26		$	23.65
Granted	28		$	26.82
Vested	(3	)	$	23.65
Outstanding at September 30, 2007	51		$	25.40

Performance Based Unvested Shares Preferred B	Number of Shares (in thousands)		Weighted Average Price per Share (at date of grant)
Outstanding at September 30, 2006	317		$	30.68
Granted	105		$	40.12
Vested	(46	)	$	29.45
Outstanding at September 30, 2007	376		$	33.46

The following table presents the values of performance-based awards and vesting for the twelve-month periods ended September 30, 2007, 2006 and 2005:

	Twelve Months Ended September 30,
	2007		2006		2005
Grant date weighted average fair value per share of performance-based stock granted	$	37.32	$	32.56	$	41.74
Weighted average fair value per share of shares vested	$	29.06	$	39.08	$	34.21

Acceleration of Vesting

On January 24, 2005, the Compensation Committee of the Board of Directors of BankUnited determined to accelerate the vesting of two stock options which were granted to Alfred Camner, BankUnited’s Chief Executive Officer, and Ramiro Ortiz, BankUnited’s President and Chief Operating Officer, under BankUnited’s 2002 Stock Award and Incentive Plan (the “2002 Plan”) on September 30, 2004. The acceleration of vesting was approved to become effective automatically if, and at such time, that the market price of BankUnited’s Class A Common Stock closed below $29.15 per share. The exercise prices of both options were based on the fair market value of

117

BankUnited’s Class A Common Stock on the date of grant, which was $29.15. On January 25, 2005, the price of BankUnited’s Class A Common Stock closed at $29.04 per share. The acceleration of the vesting period for the options granted to the CEO and COO met the criteria for variable accounting under FASB Interpretation No. 44, however, because the vesting of these options was accelerated at a time when the exercise price was higher than the market price of the underlying stock, the acceleration did not result in a charge to earnings for compensation expense. As a result of the acceleration, the option granted to the CEO for the purchase of 75,000 shares of BankUnited’s Noncumulative Convertible Preferred Stock, Series B, and the option granted to the President and COO for the purchase of 50,000 shares of BankUnited’s Class A Common Stock, became immediately vested and exercisable on January 25, 2005, instead of vesting in five equal installments commencing on the first anniversary of the date of grant.

BankUnited projects that, if the vesting of these options had not been accelerated, then SFAS No. 123R would have required BankUnited to recognize approximately $1.4 million in compensation expense from these options over their remaining vesting terms, in quarters beginning after September 30, 2005. In exchange for the benefits conferred on the CEO by the accelerated vesting of his option, the Compensation Committee and the CEO agreed that the term of such option shall be shortened from ten years to eight years. The Compensation Committee agreed with the President and COO that the term of his employment agreement, which would otherwise expire on September 30, 2007, shall be extended by one additional year, subject to such other terms and conditions specified therein.

On May 20, 2005, the Compensation Committee determined to accelerate the vesting of two additional stock options, which were also granted to CEO under the 2002 Plan. The acceleration of vesting was approved to become effective immediately. As a result of the acceleration, an option granted to the CEO on April 28, 2004 for the purchase of 10,000 shares of the Company’s Noncumulative Convertible Preferred Stock, Series B (“Series B Preferred Stock”), at an exercise price of $38.97 per share, became immediately vested and exercisable, instead of vesting in eight equal installments commencing on the first anniversary of the date of grant; and an option granted to the CEO on October 26, 2004 for the purchase of 50,000 shares of the Series B Preferred Stock, at an exercise price of $41.74 per share, became immediately vested and exercisable instead of vesting in five equal installments commencing on the first anniversary of the date of grant. Each share of Series B Preferred Stock is convertible into 1.4959 shares of BankUnited’s Class B Common Stock, and each share of the BankUnited’s Class B Common Stock is convertible into one share of the BankUnited ‘s Class A Common Stock.

The acceleration of the vesting period for the options meets the criteria for variable accounting under FASB Interpretation No. 44. However, the exercise prices of both options were based on the fair market value of BankUnited’s Class A Common Stock on the dates of grant, which was $26.05 on April 28, 2004, and $27.90 on October 26, 2004. On May 20, 2005, the Company’s Class A Common Stock closed at $25.07. The fair market value of the Series B Preferred Stock, calculated as the closing price of the Class A Common Stock multiplied by 1.4959, was $37.50. Because the vesting of these options was accelerated at a time when their exercise prices were higher than the market value of the underlying stock, the acceleration did not result in a charge to earnings for compensation expense. The value of these options were reflected in the footnote disclosures to BankUnited’s financial statements for the quarter ending September 30, 2005, as required by SFAS No. 148. BankUnited projects that, if the vesting of these options had not been accelerated, then SFAS No. 123R would have required BankUnited to recognize approximately $690 thousand in compensation expense from these options over their remaining vesting terms, in quarters beginning after September 30, 2005.

The 2002 Plan permits the Compensation Committee to adjust the terms and conditions of awards granted under that plan in response to changes in accounting principles, among other reasons, subject to certain restrictions. The Compensation Committee determined to accelerate the vesting of these options as a result of the issuance by the FASB of SFAS No. 123R, which BankUnited adopted effective October 1, 2005. BankUnited anticipates that, by accelerating the vesting of these options at a time when their exercise price was higher than the market price, BankUnited will not be required to recognize compensation expense on the options. The value of these options is reflected in the pro-forma earnings per share disclosures below, as required by SFAS No. 148.

118

Pro forma

Had compensation cost for BankUnited’s stock-based compensation plans been determined based on the fair value at the grant dates for stock option awards consistent with the methodology prescribed by SFAS No. 123R, BankUnited’s net income and earnings per share for fiscal 2005, would have been reduced to the pro forma amounts indicated below

	2005
	(Dollars in thousands, except for amount per share)
Net income, as reported	$	27,537
Add: Total stock-based employee and director compensation expense included in net income, net of related tax effects		1,794
Deduct: Total stock-based employee and director compensation expense determined under the fair value based method for all awards, net of related tax effects (1)		8,312
Pro forma net income	$	21,019
Earnings per share:
Basic—as reported	$	0.90
Basic—pro forma	$	0.68
Diluted—as reported	$	0.85
Diluted—pro forma	$	0.65
Assumptions for weighted average grant-date fair value of options using the Black—Scholes Merton option pricing model are as follows:
Dividend yields		0.07	%
Expected volatility		26.8	%
Risk-free interest rates		3.83	%
Expected life (in years)		4.6

(1) BankUnited recognizes the tax effect of option exercises in additional paid in capital.

The pro forma results of operations reported above are not likely to be representative of the effects on reported income of future years due to vesting arrangements and additional option grants. The fair value of each option has been estimated on the date of the grant using the Black-Scholes Merton option pricing model.

BankUnited 401(k) Plan

BankUnited sponsors a 401(k) profit sharing plan for its eligible employees. Under the terms of the combined plan eligible employees are permitted to contribute to the plan up to the limits set by law. BankUnited currently makes matching contributions in the form of BankUnited Class A Common stock at a rate of 75% of employee contributions up to a maximum matching contribution of 4.5% of the employees’ salary. Employees are eligible to participate in the plan after one month of service and begin vesting in BankUnited’s contribution after two years of service at the rate of 25% per year up to 100% at five years of service. For fiscal 2007, 2006 and 2005, the Bank made total matching contributions of approximately $2.1 million, $1.5 million, and $1.3 million, respectively.

119

(14) Income Taxes

The components of the provision for income taxes for the years ended September 30, 2007, 2006 and 2005 are as follows:

	For the Years Ended September 30,
	2007		2006		2005
	(In thousands)
Current-federal	$	38,512	$	30,077	$	1,065
Current-state		71		87		42
Deferred		3,719		11,504		9,271
Total	$	42,302	$	41,668	$	10,378

BankUnited’s effective tax rate differs from the statutory federal income tax rate as follows:

	Years Ended September 30,
	2007					2006					2005
	Amount			%		Amount			%		Amount			%
	(Dollars in thousands)
Tax at federal income tax rate	$	43,288		35.0	%	$	43,940		35.0	%	$	13,270		35.0	%
Increase (decrease) resulting from:
Tax exempt income		(2,737	)	(2.2	)		(3,061	)	(2.4	)		(2,688	)	(7.1	)
State tax, less effect on federal tax		30		—			57		—			27		0.1
Other, net		1,721		1.4			732		0.6			(231	)	(0.6	)
Total	$	42,302		34.2	%	$	41,668		33.2	%	$	10,378		27.4	%

The tax effects of significant temporary differences included in the net deferred tax liability as of September 30, 2007 and 2006 were:

	September 30,
	2007		2006
	(In thousands)
Deferred tax asset:
Non-accrual interest	$	3,054	$	227
Loan loss and other reserves		20,730		12,969
Unrealized losses in other comprehensive income		7,061		10,981
Share based compensation		1,271		2,465
Other		2,297		210
Gross deferred tax asset		34,413		26,852
Deferred tax liability:
Deferrals and amortizations		7,341		6,879
Depreciation		35		940
Deferred REIT income		51,342		37,477
Contingent interest on convertible senior notes		7,400		5,177
Other		197		641
Gross deferred tax liability		66,315		51,114
Net deferred tax liability	$	31,902	$	24,262

BankUnited files a consolidated federal income tax return with its subsidiaries other than BU REIT, Inc. on a fiscal year ending on September 30. BU REIT, Inc. files a separate tax return on a calendar-year basis.

120

At September 30, 2007, BankUnited had $409 thousand in tax bad debt reserves originating before December 31, 1987 for which deferred taxes have not been provided. The amount becomes taxable under the Internal Revenue Code upon the occurrence of certain events, including certain non-dividend distributions. BankUnited does not anticipate any actions that would ultimately result in the recapture of this amount for income tax purposes.

The components of deferred income tax benefit relate to the following:

	Years Ended September 30,
	2007			2006			2005
	(In thousands)
Deferred REIT income	$	13,865		$	9,600		$	11,648
Differences in book/tax depreciation		(905	)		187			(997	)
Non-accrual interest		(2,827	)		(65	)		321
Net operating loss		—			3,375			(3,375	)
Loan loss and other reserves		(7,761	)		(3,729	)		(575	)
Deferrals and amortization		462			1,091			460
Contingent interest		2,223			2,067			2,030
Stock-based compensation		1,194			(1,091	)		(682	)
Other, net		(2,532	)		69			441
Total deferred tax benefit	$	3,719		$	11,504		$	9,271

(15) Commitments and Contingencies

BankUnited is a party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to fund loans, lines of credit, and commercial and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statement of financial condition. BankUnited’s exposure to credit loss is represented by the contractual amount of these commitments. BankUnited follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

Total commitments at September 30, 2007 and 2006 were as follows:

	September 30,
	2007		2006
	(In thousands)
Commitments to fund loans:
Residential	$	541,550	$	746,169
Commercial and commercial real estate		117,051		70,160
Construction		109,196		180,430
Unfunded commitments under lines of credit		700,655		715,349
Commercial and standby letters of credit		47,490		47,492
Total	$	1,515,942	$	1,759,600

Commitments to fund loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to fund loans generally have fixed expiration dates or other termination clauses and may require payment of a fee. Unfunded commitments under lines of credit, include consumer, commercial, and commercial real estate lines of credit to existing customers. The commitments under lines of credit may expire without being drawn upon, therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by BankUnited, is based on management’s credit evaluation of the customer.

121

Commercial and standby letters of credit are conditional commitments issued by BankUnited to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support trade transactions or guarantee arrangements. Fees collected on standby letters of credit represent the fair value of those commitments and are deferred and amortized over their term, which is typically one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. BankUnited generally holds collateral supporting those commitments if deemed necessary.

BankUnited and the Bank have employment and change in control agreements with certain members of senior management. The employment agreements, which establish the duties and compensation of the executives, have terms ranging from one year to five years, and include specific provisions for salary, bonus, other benefits and termination payments in certain circumstances. In addition to other provisions, the change in control agreements provide for severance payments in the event of a change in control.

BankUnited and its subsidiaries, from time to time, are involved as plaintiff or defendant in various legal actions arising in the normal course of their businesses. While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is the opinion of management that no proceedings exist, either individually or in the aggregate, which, if determined adversely to BankUnited and its subsidiaries, would have a material effect on BankUnited’s consolidated financial condition, results of operations or cash flows.

(16) Related Party Transactions

From time to time, BankUnited, FSB makes loans in the ordinary course of its business as a financial institution to directors, officers and employees of BankUnited, as well as to members of their immediate families and affiliates, to the extent consistent with applicable laws and regulations. As of September 30, 2007 and 2006, these loans totaled $2.0 million, and $2.3 million, respectively.

The following table provides an analysis of changes in the amounts of related party loans during fiscal years 2007 and 2006:

	Related Party Loans
	2007			2006
	(In thousands)
Beginning balance	$	2,341		$	6,363
Additions		380			519
Payments		(577	)		(541	)
Other (1)		(152	)		(4,000	)
Ending balance	$	1,992		$	2,341

(1) Other represents loans to individuals who no longer have related interest.

For the 2007, 2006 and 2005 fiscal years, BankUnited retained the law firm of Camner, Lipsitz and Poller, Professional Association (“CLP”), as general counsel. Alfred R. Camner, Chief Executive Officer and Chairman of the Board of Directors of BankUnited, is the Senior Managing Director of CLP. For the 2007, 2006 and 2005 fiscal years, BankUnited paid CLP approximately $4.9 million, $3.6 million, and $3.5 million, respectively, in legal fees allocable to loan closings, foreclosures, litigation, corporate and other matters. Errin Camner, Managing Director of CLP, is the daughter of Alfred R. Camner.

In fiscal 2005, CLP subleased approximately 2,223 square feet of office space from BankUnited in Coral Gables, Florida. The sublease extends through January 31, 2014 and may be renewed for up to four additional five-year terms, subject to BankUnited’s exercising its right to renew under the master lease. Under the terms of the sublease the minimum annual rent for the property is $61,249. Payments from CLP to BankUnited during the

122

fiscal year 2007 totaled $79,026 consisting of rental payments and $12,533 paid to BankUnited as reimbursements for tenant improvements for the fiscal year 2006 and $87,161 consisting of rental payments and $22,598 paid to BankUnited as reimbursements for tenant improvements for the fiscal year 2006 and in fiscal year 2005 BankUnited was paid $52,265 in rent. BankUnited believes that the terms of the sublease reflect market rates comparable to those prevailing in the area for similar transactions involving non-affiliated parties at the time the sublease was made.

During the fiscal years 2007, 2006 and 2005, BankUnited obtained policies for directors’ and officers’ liability insurance, banker’s blanket bond insurance, commercial multi-peril insurance, workers’ compensation insurance and BankUnited’s health and dental insurance through HBA Insurance Group (“Head-Beckham); Based on information provided by Head-Beckham, Head-Beckham received approximately $319 thousand, $345 thousand, and $300 thousand, respectively, in commissions on premiums paid for these policies. Marc Jacobson, a director of BankUnited, is a Senior Vice President and member of the Board of Directors of Head-Beckham and holds less than 2% of its stock.

(17) BankUnited Financial Corporation

The following summarizes the major categories of BankUnited’s (holding company only) financial statements:

Condensed Statements of Financial Condition

	As of September 30,
	2007		2006
	(In thousands)
Assets:
Cash	$	203,772	$	28,752
Federal Home Loan Bank overnight deposits		50		55
Cash and cash equivalents		203,822		28,807
Investments available for sale, at fair value		4,933		5,559
Accrued interest receivable		135		1,366
Investment in the Bank		1,202,867		1,005,909
Investment in other subsidiaries		5,216		3,190
Other assets		34,095		25,782
Total assets	$	1,451,068	$	1,070,613
Liabilities and Capital:
Convertible senior notes	$	120,000	$	120,000
HiMEDS Units senior notes		184,000		—
Trust preferred securities and subordinated debentures		237,261		195,791
Junior subordinated debt		12,500		—
Other liabilities		85,341		1,662
Total liabilities		639,102		317,453
Stockholders’ equity		811,966		753,160
Total liabilities and stockholders’ equity	$	1,451,068	$	1,070,613

123

Condensed Statements of Operations

	For the Years Ended September 30,
	2007		2006			2005
	(In thousands)
Interest income	$	3,574	$	1,979		$	2,160
Interest expense		33,320		17,729			13,259
Equity income of the Bank and other subsidiaries		109,599		103,629			40,523
Gain (loss) on sale of investment securities		40		(624	)		1,040
Other non-interest income		9		—			—
Non-interest expenses		11,370		13,194			10,223
Income before income taxes		68,523		74,061			20,241
Income tax benefit		12,856		9,814			7,296
Net income	$	81,379	$	83,875		$	27,537

Condensed Statements of Cash Flows

	For the Years Ended September 30,
	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net income	$	81,379		$	83,875		$	27,537
Less: Undistributed income of the other subsidiaries		(109,586	)		(103,609	)		(40,518	)
Amortization of restricted stock and other awards		7,546			5,522			2,761
Other, net		82,208			(5,188	)		(6,988	)
Net cash provided (used) by operating activities		61,547			(19,400	)		(17,208	)
Cash flows from investing activities:
Equity contributions to the Bank		(80,000	)		(130,000	)		(97,000	)
Net increase in loans		—			—			45,859
Proceeds from repayments of mortgage-backed securities available for sale		—			—			1,278
Proceeds from the sale of investment securities available for sale		2,000			—			15,171
Proceeds from the sale of mortgage-backed securities available for sale		—			—			33,412
Purchase of investment securities available for sale		—			(2,050	)		—
Other, net		(1,962	)		(323	)		(1,332	)
Net cash used in investing activities		(79,962	)		(132,373	)		(2,612	)
Cash flows from financing activities:
Net proceeds from issuance of trust preferred and junior subordinated debentures		120,000			—			30,928
Net proceeds from issuance of HiMEDS units senior notes		178,681			—			—
Net proceeds from issuance of stock		2,403			154,263			1,565
Net proceeds from pay-down of trust preferred and junior subordinated debentures		(69,467	)		—			—
Tax benefit from stock-based compensation		1,144			533			1,692
Purchase of stock		(38,071	)		—			(2,214	)
Dividends paid on stock		(1,260	)		(1,169	)		(878	)
Net cash provided by financing activities		193,430			153,627			31,093
Increase(decrease) in cash and cash equivalents		175,015			1,854			11,273
Cash and cash equivalents at beginning of year		28,807			26,953			15,680
Cash and cash equivalents at end of year	$	203,822		$	28,807		$	26,953

124

(18) Estimated Fair Value of Financial Instruments

The information set forth below provides disclosure of the estimated fair value of BankUnited’s financial instruments. Management has made estimates of fair value discount rates that it believes to be reasonable. However, because there is no readily available market for some of these financial instruments, management has no basis to determine whether the fair value presented would be indicative of the value negotiated in an actual sale. The fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.

Fair values for investments and mortgage-backed securities are based on quoted market prices or dealer quotes. If quoted prices are not available, fair value is estimated using quoted market prices for similar securities.

Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, such as residential mortgage, second mortgages, commercial real estate, commercial, and other installment. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing status. The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit risk inherent in the loan. The estimate of average maturity is based on historical experience with prepayments for each loan classification modified, as required, by an estimate of the effect of current economic and lending conditions.

Upon the adoption of SFAS No. 157 “Fair Value Measurements” on October 1, 2008, BankUnited will be required to disclose fair value at exit prices versus discounted cash flow models currently utilized. The adoption of this guidance may result in different fair value disclosures for loans and these differences may be significant.

The carrying value of FHLB stock and other earning assets, approximates fair value.

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings and transaction accounts, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows.

The fair value of borrowings, which include FHLB advances, securities sold under agreements to repurchase and senior notes is determined by discounting the scheduled cash flows through maturity using estimated market discount rates that reflect the interest rate currently available in the market.

Fair value for derivatives are based solely on quotes provided by independent third parties.

125

The estimated fair value of BankUnited’s financial instruments as of September 30, 2007 and 2006 was as follows:

	As of September 30,
	2007						2006
	Carrying Value			Fair Value			Carrying Value		Fair Value
	(In thousands)
Financial assets:
Cash and cash equivalents	$	512,935		$	512,935		$	66,655	$	66,655
Investments (1)		187,375			187,375			299,909		299,909
Mortgage-backed securities (1)		916,223			916,223			1,225,944		1,225,944
Loans receivable, net (2)		12,736,541			12,705,874			11,410,248		11,597,939
FHLB stock and other earning assets		305,535			305,535			255,492		255,492
Financial liabilities:
Deposits	$	7,090,387		$	7,094,524		$	6,074,132	$	6,076,325
Borrowings (3)		6,693,922			6,712,985			6,360,739		6,349,044
Trust preferred securities and subordinated debentures		237,261			236,535			195,791		204,347
Derivative instruments, net debit (credit) (4)		(614	)		(614	)		1,307		1,307

(1) Fair value is equal to carrying value since investments and mortgage-backed securities available for sale are carried at fair value.

(2) Including loans held for sale.

(3) Excluding trust preferred securities and subordinated debentures.

(4) Derivative instruments are included in other assets and other liabilities.

(19) Subsequent Events

Due to the continuing deterioration of the residential real estate market conditions, the Bank’s non accrual loans and real estate owned changes during the month of October 2007 were as follows:

• Non accrual loans increased by $53.6 million from $180.8 million at September 30, 2007 to $234.4 million at October 31, 2007;

• Net charge offs for the month of October 2007 were $749 thousand;

• Real estate owned increased by $8.4 million from $27.7 million at September 30, 2007 to $36.1 million at October 31, 2007; and

• Additionally, as a result of capital market declines in October 2007, unrealized losses in investment securities increased from $21.5 million, as of September 30, 2007, to $34.0 million as of October 31, 2007.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures

An evaluation of the effectiveness of the design and operation of BankUnited’s disclosure controls and procedures was carried out by BankUnited as of period end, under the supervision and with the participation of BankUnited’s management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2007, BankUnited’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by BankUnited in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and

126

that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. We may make changes to our disclosure controls and procedures periodically as we review their design and effectiveness on a continuing basis. No change in internal control over financial reporting occurred during the quarter ended September 30, 2007, that has materially affected, or is likely to affect, such internal control over financial reporting. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(See Management’s Report on Internal Control Over Financial Reporting in Item 8. Consolidated Financial Statements and Supplementary Data).

Item 9B. Other Information

None.

127

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information contained under the captions “Election of Directors” and “Miscellaneous Section (16)a Beneficial Ownership Reporting Compliance” to appear in our definitive proxy statement relating to BankUnited’s 2008 Annual Meeting of Stockholders, which definitive proxy statement will be filed with the Commission not later than 120 days after the end of our fiscal year covered by this report on Form 10-K (hereinafter referred to as the “Annual Meeting Proxy Statement”), is incorporated herein by reference. Information concerning the executive officers and directors of BankUnited is included in Part I of this Annual Report on Form 10-K.

We have adopted a “Code of Ethics for the Chief Executive Officer and Senior Financial Officers” that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller. We have posted the Code of Ethics on our website located at www.bankunited.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, this Code of Ethics by posting such information on its website. We also have a Code of Conduct, applicable to all directors, officers, and employees; which is available at www.bankunited.com.

Item 11. Executive Compensation.

The information contained under the caption “Executive Compensation” to appear in the Annual Meeting Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain information regarding securities authorized for issuance under our equity compensation plans is included under the section captioned “Stock-Based Compensation Plans” in Part II, Item 5, elsewhere in this Annual Report on Form 10-K. Other information required by this Item is incorporated herein by reference to our Annual Meeting Proxy Statement to be filed with the Commission within 120 days of BankUnited’s fiscal year-end.

Item 13. Certain Relationships and Related Transactions.

The information contained under the captions “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships and Related Transactions” to appear in the Annual Meeting Proxy Statement is incorporated herein by reference. See, also, note (16) Related Party Transactions in the Notes to Consolidated Financial Statements.

Item 14. Principal Accountant Fees and Services.

The information contained under the caption “Audit Fees” to appear in the Annual Meeting Proxy Statement is incorporated herein by reference.

128

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The Following Documents Are Filed as Part of this Report:

Exhibit No.	Description
(1)	Financial Statements.
	The following consolidated financial statements of BankUnited and the report of the Independent Registered Certified Public Accounting Firm thereon filed with this report:
	Report of Independent Registered Certified Public Accounting Firm (PricewaterhouseCoopers LLP).
	Consolidated Statements of Financial Condition as of September 30, 2007 and 2006.
	Consolidated Statement of Operations for the years ended September 30, 2007, 2006, and 2005.
	Consolidated Statement of Stockholders’ Equity for the years ended September 30, 2007, 2006, and 2005.
	Consolidated Statements of Cash Flows for the years ended September 30, 2007, 2006 and 2005.
	Notes to Consolidated Financial Statements.
(2)	Financial Statement Schedules.
	Schedules are omitted because the conditions requiring their filing are not applicable or because the required information is provided in the Consolidated Financial statements, including the Notes thereto.
(3)	Exhibits.*
3.1	Articles of Incorporation of BankUnited, as amended.
3.2	Bylaws of BankUnited, as amended (Exhibit 3.2 to BankUnited’s Annual Report on Form 10-K, as filed with the Commission on December 30, 2002).
4.1	Statement of Designation of Series 1 Class A Common Stock and Class B Common Stock of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.2	Statement of Designation of Noncumulative Convertible Preferred Stock, Series A of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.3	Statement of Designation of Noncumulative Convertible Preferred Stock, Series B of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.4	Statement of Designation of Noncumulative Convertible Preferred Stock, Series C of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.5	Statement of Designation of Noncumulative Convertible Preferred Stock, Series C-II of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.6	Statement of Designation of 8% Noncumulative Convertible Preferred Stock, Series 1993 of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).

129

Exhibit No.	Description
4.7	Statement of Designation of 9% Noncumulative Perpetual Preferred Stock of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.8	Statement of Designation of 8% Noncumulative Convertible Preferred Stock, Series 1996 of BankUnited (included as an appendix to Exhibit 3.1 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).
4.9	Form of Letter Agreement between BankUnited and the holders of shares of BankUnited’s Noncumulative Convertible Preferred Stock, Series B (Exhibit 4.7 to BankUnited’s Annual Report on Form 10-K for the year ended September 30, 1998, as filed with the Commission on December 29, 1998).
4.10	BankUnited and its subsidiaries have certain long-term debt outstanding. None of the instruments evidencing such debt authorizes an amount of securities in excess of 10% of the total assets of BankUnited and its subsidiaries on a consolidated basis; therefore, copies of such instruments are not included as exhibits to this Annual Report of Form 10-K. BankUnited agrees to furnish copies to the Commission upon request.
4.11	Indenture, dated February 27, 2004, between BankUnited and U.S. Bank National Association related to the issuance of BankUnited’s 3.125% Convertible Senior Notes due 2034 (included as Exhibit 4.2 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2004).
4.12	Registration Rights Agreement, dated February 27, 2004, between BankUnited and the initial purchasers named therein (included as Exhibit 4.3 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2004).
4.13	Form of 3.125% Convertible Senior Note due 2034 (included as appendix A to Exhibit 4.2 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2004).
4.14	Purchase Agreement, dated February 24, 2004, between BankUnited and the initial purchasers named therein related to the issuance of BankUnited’s 3.125% Convertible Senior Notes due 2034 (included as Exhibit 4.4 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2004).
4.15	Indenture, dated April 18, 2007, between BankUnited and the Bank of New York related to the issuance of BankUnited’s 6.75% HiMEDS Units (included as Exhibit 4.1 to BankUnited’s Form S-3 Registration Statement, File No. 333-142200, as filed with the Commission on April 18, 2007).
4.16	Purchase Contract and Pledge Agreement, dated April 19, 2007, between BankUnited and the Bank of New York, as Purchase Contract Agent, and the Bank of New York as Collateral Agent, Custodial Agent and Securities Intermediary (included as Exhibit 4.1 to the Form 8-K filed with the Commission on April 25, 2007).
4.17	Supplemental Indenture No. 1 between BankUnited and the Bank of New York, as Trustee, dated as of April 25, 2007 (included as Exhibit 4.2 to the Form 8-K filed with the Commission on April 25, 2007).
4.18	Form of Remarketing Agreement related to the issuance of BankUnited’s 6.75% HiMEDS Units (included as Exhibit 4.3 to the Form 8-K filed with the Commission on April 25, 2007).
4.19	Form of Corporate HiMEDS Certificate (included in Exhibit 4.16).
4.20	Form of Senior Note due May 17, 2017 (included in Exhibit 4.17).

130

Exhibit No.	Description
10.1	Non-statutory Stock Option Plan, as amended (Exhibit 4.9 to BankUnited’s Form S-8 Registration Statement, File No. 33-76882, as filed with the Commission on March 24, 1994).**
10.2	1992 Stock Bonus Plan, as amended (Exhibit 10.2 to BankUnited’s Form 10-K Report for the year ended September 30, 1994).**
10.3	1994 Incentive Stock Option Plan (Exhibit 10.3 to BankUnited’s Form 10-K Report for the year ended September 30, 1994).**
10.4	1996 Incentive Compensation and Stock Award Plan (Exhibit 10.2 to BankUnited’s Report on Form 10-Q for the quarter ended December 31, 1999, as filed with the Commission on February 14, 2000).**
10.5	2002 Stock Award and Incentive Plan, as amended (included as Exhibit 10.5 to BankUnited’s Annual Report on Form 10-K filed with the Commission on December 18, 2003).**
10.6	2007 Stock Award and Incentive Plan (included as Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Commission on February 7, 2007).**
10.7	BankUnited 401(k)/Profit Sharing Plan (Exhibit 10.6 to the Annual Report on Form 10-K filed with the Commission on December 30, 2002).**
10.8	Underwriting Agreement (Exhibit 1.1 to Current Report on Form 8-K, as filed with the Commission on April 25, 2007).
10.9	Form of Change in Control Agreement between BankUnited and Felix Garcia (included as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Commission on August 11, 2003).***
10.10	Form of Change in Control Agreement between BankUnited and Humberto Lopez (included as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Commission on February 2, 2003).***
10.11	Form of Change in Control Agreement between BankUnited and Abel Iglesias (included as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Commission on August 11, 2003).***
10.12	Form of Change in Control Agreement between BankUnited and Carlos Fernandez-Guzman (included as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).***
10.13	Form of Change in Control Agreement between BankUnited and Douglas Sawyer (included as Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).***
10.14	Form of Change in Control Agreement between BankUnited and Roberta Kressel (included as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Commission on May 2, 2003).***
10.15	Change in Control Agreement between the Bank and Lawrence H. Blum (Exhibit 10.13 to the Annual Report on Form 10-K filed with the Commission on December 30, 2002).***
10.16	Participation Agreement between the Bank and BU, REIT, Inc. (included as Exhibit 10.2 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on February 14, 2003).
10.17	Affiliate Collateral Pledge and Security Agreement effective October 1, 2002 between the Bank, BU REIT, Inc., and the Federal Home Loan Bank of Atlanta (included as Exhibit 10.3 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on February 14, 2003).

131

Exhibit No.	Description
10.18	Advances and Security Agreement effective February 5, 2005 between the Bank and the Federal Home Loan Bank of Atlanta (included as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Commission on May 10, 2005).
10.19	Joinder Agreement effective February 5, 2005 among BU REIT, Inc., Bank and the Federal Home Loan Bank of Atlanta (included as Exhibit 10.3 to the Quarter Report on Form 10-Q filed with the Commission on May 10, 2005).
10.20	Employment Agreement between BankUnited and Humberto L. Lopez (included as Exhibit 10.1 to the Form 8-K filed with the Commission on December 10, 2004).***
10.21	Employment Agreement between Bank and Humberto L. Lopez (included as Exhibit 10.2 to the Form 8-K filed with the Commission on December 10, 2004).***
10.22	Employment Agreement between BankUnited and James R. Foster (included as Exhibit 10.40 to the Annual Report on Form 10-K filed with the Commission on December 14, 2005).***
10.23	Employment Agreement between Bank and James R. Foster (included as Exhibit 10.41 to the Annual Report on Form 10-K filed with the Commission on December 14, 2005).***
10.24	Employment Agreement between Bank and Robert Green (included as Exhibit 10.42 to the Annual Report on Form 10-K filed with the Commission on December 14, 2005).***
10.25	Employment Agreement between BankUnited and Alfred R. Camner (included as Exhibit 10.29 to the Annual Report on Form 10-K filed with the Commission on December 14, 2006).***
10.26	Employment Agreement between the Bank and Alfred R. Camner (included as Exhibit 10.30 to the Annual Report on Form 10-K filed with the Commission on December 14, 2006)..***
10.27	Employment Agreement between BankUnited and Ramiro A. Ortiz (included as Exhibit 10.31 to the Annual Report on Form 10-K filed with the Commission on December 14, 2006).***
10.28	Employment Agreement between the Bank and Ramiro A. Ortiz (included as Exhibit 10.32 to the Annual Report on Form 10-K filed with the Commission on December 14, 2006).***
10.29	Lease between the Bank and The Graham Companies dated September 4, 2006 (included as Exhibit 10.33 to the Annual Report on Form 10-K filed with the Commission on December 14, 2006).
10.30	Severance Agreement between BankUnited and Hunting Deutsch (included as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2006.***
10.31	Amendment to Employment Agreement between the Bank and James R. Foster (included as Exhibit 10.1 to BankUnited’s Quarterly Report on For 10-Q filed with the Commission on February 7, 2007).***
10.32	Amendment to Employment Agreement between BankUnited and James R. Foster (included as Exhibit 10.2 to BankUnited’s Quarterly Report on Form 10-Q filed with the Commission on February 7, 2007).***
10.33	Second Amendment to Employment Agreement between the Bank and James R. Foster.***
10.34	Second Amendment to Employment Agreement between BankUnited and James R. Foster.***
12.1	Statement regarding calculation of ratio of earnings to combined fixed charges and preferred stock dividends.
21.1	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.

132

Exhibit No.	Description
24.1	Power of attorney (set forth on the signature page in Part IV of this Report on Form 10-K for the year ended September 30, 2007).
31.1	Certification of the Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Exhibits followed by a parenthetical reference are incorporated herein by reference from the documents described therein. All references to the “Commission” shall signify the Securities and Exchange Commission.

** Compensatory plans or arrangements.

*** Contracts with Management.

133

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on November 29, 2007.

BankUnited Financial Corporation
By:	/s/    ALFRED R. CAMNER
	Alfred R. Camner Chairman of the Board and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alfred R. Camner, Ramiro A. Ortiz and Lawrence H. Blum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on November 29, 2007 on behalf of the Registrant by the following persons and in the capacities indicated.

/S/    ALFRED R. CAMNER         Alfred R. Camner	Chairman of the Board, Chief Executive Officer, and Director (Principal Executive Officer)
/S/    RAMIRO A. ORTIZ         Ramiro A. Ortiz	President, Chief Operating Officer, and Director
/S/    LAWRENCE H. BLUM         Lawrence H. Blum	Vice Chairman of the Board, Secretary and Director
/S/    MARC D. JACOBSON         Marc D. Jacobson	Director
/S/    ALLEN M. BERNKRANT         Allen M. Bernkrant	Director
/S/    NEIL H. MESSINGER, M. D.         Neil H. Messinger, M. D.	Director
/S/    HARDY C. KATZ         Hardy C. Katz	Director
/S/    ALBERT E. SMITH         Albert E. Smith	Director
/S/    TOD ARONOVITZ         Tod Aronovitz	Director
/S/    BRADLEY S. WEISS         Bradley S. Weiss	Director
/S/    LAUREN CAMNER         Lauren Camner	Director
/S/    HUMBERTO L. LOPEZ         Humberto L. Lopez	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

134

Exhibit Index

Exhibit Number	Description
3.1	Articles of Incorporation of BankUnited, as amended.
10.33	Second Amendment to Employment Agreement between the Bank and James R. Foster.
10.34	Second Amendment to Employment Agreement between BankUnited and James R. Foster.
12.1	Statement regarding calculation of ratio of earnings to combined fixed charges and preferred stock dividends.
21.1	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
31.1	Certification of the Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

BANKUNITED FINANCIAL CORPORATION

As amended on

January 31, 2007

ARTICLES OF INCORPORATION OF

BANKUNITED FINANCIAL CORPORATION

(as amended)

ARTICLE I

Name

The name of the corporation is “BANKUNITED FINANCIAL CORPORATION” (the “Corporation”).

ARTICLE II

Principal Office

The principal office and mailing address of the Corporation is 255 Alhambra Circle, Coral Gables, Florida 33134.

ARTICLE III

Registered Office and Agent

The street address of the Corporation’s initial registered office is 255 Alhambra Circle, Coral Gables, Florida 33134. The name of its registered agent at such address is Nancy L. Ashton.

ARTICLE IV

Term of Corporate Existence

The duration of this Corporation is to be perpetual.

ARTICLE V

Purpose

The Corporation is a financial institution holding company and may engage in any activity or business permitted under the laws of the State of Florida.

ARTICLE VI

Capital Stock

The total number of shares of all classes of stock that the Corporation is authorized to issue is 113,000,000 shares, of which 100,000,000 shall be Class A Common Stock, $.01 par value (the “Class A Common Stock”), 3,000,000 shall be Class B Common Stock, $.01 par value (the “Class B Common Stock”), and 10,000,000 shall be Preferred Stock, $.01 par value (the “Preferred Stock”). No holder of the Corporation’s stock shall have any preemptive right to acquire the Corporation’s securities.

Class A Common Stock. The maximum number of shares of Class A Common Stock that the Corporation is authorized to have outstanding is 100,000,000 shares at a par value of $.01 per share. The Class A Common Stock shall be a special class of stock issuable from time to time in one or more series as specified in Section 607.0602 of the Florida Business Corporation Act (or in such other manner as may be permitted by law), as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such series of Class A Common Stock adopted by the Board of Directors pursuant to authority hereby vested in it, each such series to be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number, or title. The Board of Directors is hereby expressly granted authority to fix the authorized number of shares of each series of common stock, and to fix the terms of such series, including, but not limited to, the following:

(a) the rate or manner of payment of dividends;

1

(b) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(c) the amount payable upon shares in the event of voluntary or involuntary liquidation;

(d) sinking fund provisions, if any, for the redemption or purchase of shares;

(e) the terms and conditions, if any, on which shares may be converted;

(f) voting rights, if any; and

(g) the other special rights, if any, and the qualifications, limitations or restrictions thereof, of the shares of such series.

The designation of each particular series of Class A Common Stock and its terms in respect of the foregoing particulars shall be fixed and determined by the Board of Directors in any manner permitted by law and stated in the resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors pursuant to authority hereby vested in it, before any shares of such series are issued. The Board of Directors may from time to time increase (but not above the total number of authorized shares of the class) the number of shares of any series of Class A Common Stock already created by providing that any unissued Class A Common Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series of Class A Common Stock already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof. The Board of Directors is hereby empowered to classify or reclassify any unissued Class A Common Stock by fixing or altering the terms thereof in respect of the above-mentioned particulars and by assigning the same to an existing or newly created series from time to time before the issuance of such shares.

For purposes of determining whether a non-voting series of Class A Common Stock shall be entitled to vote as a class pursuant to Section 607.1004 of the Florida Business Corporation Act (or any successor section or statute hereinafter enacted) on an amendment to the Corporation’s Articles of Incorporation, an amendment that increases the total number of authorized shares of Class A Common Stock shall not be considered to be an adverse change to the terms of any individual series of Class A Common Stock and shall not require a vote or the consent of the holders of any such series of Class A Common Stock.

Set forth in Appendix A hereto is the Statement of Designation setting forth the terms of the Series I Class A Common Stock.

Class B Common Stock. The maximum number of shares of Class B Common Stock that the Corporation is authorized to have outstanding is 3,000,000 shares at a par value of $.01 per share. Holders of Class B Common Stock are entitled to vote on all questions required by law on the basis of one vote per share and there shall be no cumulative voting. The shares of Class B Common Stock shall be convertible into shares of other classes of capital stock of the Corporation in such manner as may be provided by the Board of Directors by resolution.

Set forth in Appendix A hereto is the Statement of Designation setting forth the conversion rights of the Class B Common Stock.

Preferred Stock. The maximum number of shares of Preferred Stock that the Corporation is authorized to have outstanding is 10,000,000 shares at a par value of $.01 per share. The Preferred Stock may be issued from time to time in one or more series as specified in Section 607.0602 of the Florida Business Corporation Act (or in such other manner as may be permitted by law), as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such series of Preferred Stock adopted by the Board of Directors pursuant to authority hereby vested in it, each such series to be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number, or title. The Board of Directors is hereby expressly granted authority to fix the authorized number of shares of each series of Preferred Stock, and to fix the terms of such series, including, but not limited to, the following:

(a) the rate or manner of payment of dividends;

2

(b) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(c) the amount payable upon shares in the event of voluntary or involuntary liquidation;

(d) sinking fund provisions, if any, for the redemption or purchase of shares;

(e) the terms and conditions, if any, on which shares may be converted;

(f) voting rights, if any; and

(g) the other special rights, if any, and the qualifications, limitations or restrictions thereof, of the shares of such series.

The designation of each particular series of Preferred Stock and its terms in respect of the foregoing particulars shall be fixed and determined by the Board of Directors in any manner permitted by law and stated in the resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors pursuant to authority hereby vested in it, before any shares of such series are issued. The Board of Directors may from time to time increase (but not above the total number of authorized shares of the class) the number of shares of any series of Preferred Stock already created by providing that any unissued Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series of Preferred Stock already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof. The Board of Directors is hereby empowered to classify or reclassify any unissued Preferred Stock by fixing or altering the terms thereof in respect of the above-mentioned particulars and by assigning the same to an existing or newly created series from time to time before the issuance of such shares.

For purposes of determining whether a non-voting series of Preferred Stock shall be entitled to a vote as a class pursuant to Section 607.1004 of the Florida Business Corporation Act (or any successor section or statute hereinafter enacted) on an amendment to the Corporation’s Articles of Incorporation, an amendment that increases the total number of authorized shares of Preferred Stock shall not be considered to be an adverse change to the terms of any individual series of Preferred Stock and shall not require a vote or the consent of the holders of any such series of Preferred Stock.

Set forth in Appendices B, C, D, E, F, G and H hereto are the Statements of Designation setting forth the terms of the Noncumulative Convertible Preferred Stock, Series A; Noncumulative Convertible Preferred Stock, Series B; Noncumulative Convertible Preferred Stock, Series C; Noncumulative Convertible Preferred Stock, Series C-II; 8% Noncumulative Convertible Preferred Stock, Series 1993; 9% Noncumulative Perpetual Preferred Stock, and 8% Noncumulative Convertible Preferred Stock, Series 1996, respectively.

ARTICLE VII

Distributions to Stockholders

The Board of Directors may authorize and the Corporation may make distributions to its stockholders subject to (a) the other provisions of these Articles of Incorporation, and (b) except as the following otherwise provides, the law currently in effect or hereinafter enacted:

No distribution may be made if, after giving it effect:

(i) The Corporation would not be able to pay its debts as they become due in the usual course of business; or

3

(ii) The Corporation’s total assets would be less than the sum of its total liabilities plus, unless the Board of Directors determines otherwise, the amount that would be needed, if the Corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

ARTICLE VIII

Directors

The number of directors constituting the Board of Directors shall be such number, equal to or greater than one, as may be fixed from time to time in the bylaws of the Corporation.

Except as may be set forth in Statements of Designation creating series of Class A Common Stock and Preferred Stock, the Board of Directors shall be divided into three classes of directors of as nearly equal numbers as is possible, designated Class I, Class II and Class III, respectively, serving staggered three-year terms, with the term of a class expiring at each Annual Meeting of Stockholders. At each Annual Meeting of Stockholders a number of directors equal to the number of directors of the class whose term expires at such meeting (or the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding Annual Meeting of Stockholders after their election. In all cases, each director shall serve until a successor has been elected and qualified or until such director’s earlier resignation (including, without limitation, as may be provided by the terms of an employment agreement), removal from office, death or disability.

ARTICLE IX

Limitation of Liability

The Corporation shall indemnify and may insure its officers and directors to the fullest extent permitted by law currently in effect or hereinafter enacted.

ARTICLE X

Amendment

These Articles of Incorporation may be amended in the manner authorized by law at the time of amendment.

ARTICLE XI

Action by Stockholders Without a Meeting

No action required or permitted to be taken at an Annual Meeting of Stockholders or at a Special Meeting of Stockholders may be taken without a meeting. The power of the stockholders to consent in writing, without a meeting, to the taking of any action is expressly denied hereby.

ARTICLE XII

Affiliated Transactions and Control-Share Acquisitions

The Corporation shall not be governed by the Affiliated Transactions and Control-Share Acquisitions sections (Sections 607.0901 through 607.0902) of the Florida Business Corporation Act or any successor sections or statutes hereinafter enacted.

4

ARTICLE XIII

Incorporator

The name and address of the incorporator of the Corporation is Maria E. Chang, 1221 Brickell Avenue, 25th Floor, Miami, Florida 33131.

IN WITNESS WHEREOF, these Articles of Amendment have been executed on behalf of the Corporation by the undersigned on this 23^rd day of January, 2007.

BANKUNITED FINANCIAL CORPORATION

By:	/s/ Alfred R. Camner
	Alfred R. Camner
	Chairman and Chief Executive Officer

5

Appendix A

STATEMENT OF DESIGNATION

OF

SERIES I CLASS A COMMON STOCK

AND

CLASS B COMMON STOCK

OF

BANKUNITED FINANCIAL CORPORATION

WHEREAS, pursuant to Article VI of the Articles of Incorporation of BankUnited Financial Corporation (the “Corporation”) as in effect on the date hereof and Section 607.0602 of the Florida Business Corporation Act, the Board of Directors of the Corporation is authorized, within limitations set forth therein, (i) to divide the Corporation’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”), into series and fix and determine the relative rights and preferences of the shares of any series so established, and (ii) to fix and determine certain rights of the Corporation’s Class B Common Stock, par value $.01 per share (“Class B Stock”); and

WHEREAS, the Board of Directors desires to (i) establish a series of the Class A Common Stock, designating such series “Series I Class A Common Stock,” (ii) allocate 100,000,000 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;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors (i) hereby allocates a portion of the Class A Common Stock to a series thereof designated Series I Class A Common Stock, and fixes and determines the relative rights and preferences of the Series I Class A Common Stock, as set forth in Section I below, and (ii) hereby sets forth in Section II below the conversion rights of the Class B Stock.

I. Designation, Allocation and Rights of Series I Class A Common Stock.

(1) Designation and Allocation. 100,000,000 of the 100,000,000 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 Common Stock”).”

(2) Dividends. The holders of shares of the Series I Class A Common Stock shall be entitled to receive, when, as, and if declared by the Board of Directors and out of the assets of the Corporation which are by law available for the payment of dividends to the holders of common stock, a per share dividend equal to 110% of the amount per share of any dividend declared on Class B Stock (the “Dividend Rate”). The Dividend Rate shall be subject to adjustment as provided by the formula set forth in subsection I(3) of this resolution.

(3) Dividend Rate Adjustments. The Dividend Rate shall be subject to adjustment from time to time as follows:

(a) If the Corporation shall (i) pay a dividend in and on shares of its Series I Class A Common Stock or Class B Stock, (ii) subdivide its outstanding shares of Series I Class A Common Stock or Class B Stock into a greater number of shares, (iii) combine its outstanding shares of Series I Class A Common Stock or Class B Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Series I Class A Common Stock or Class B Stock any shares of its capital stock, then the Dividend Rate in effect immediately prior thereto shall be adjusted so that the holder of Series I Class A Common Stock or Class B Stock entitled to receive a dividend upon his or her Series I Class A Common Stock or Class B Stock after the record date fixing stockholders to be affected by such event shall be entitled to receive upon declaration of a dividend on common stock such dividend which such holder would have been entitled to receive after the happening of such event had such dividend been declared and paid immediately prior to such record date. Such adjustment shall be made whenever any of such events shall happen, and shall also be effective retroactively as to the happening of any such event between such record date and the payment of dividends on the common stock of the Corporation.

A-1

(b) (i) If the Corporation has issued Series I Class A Common Stock which is not listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm or association and the Corporation shall issue rights or warrants to the holders of any of its capital stock entitling them to subscribe for or purchase shares of common stock at a price per share less than the Book Value Per Share (as defined in subsection II(4)(b)(iii) of this resolution) of such common stock at the record date mentioned below; or

(ii) If the Corporation has issued Series I Class A Common Stock which is listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm or association, and the Corporation shall issue rights or warrants to the holders of its capital stock entitling them to subscribe for or purchase shares of common stock at a price per share less than the current market price per share (as defined in subsection II(4)(e) of this resolution) of such common stock at the record date mentioned below; then, in either of the above events, the Dividend Rate shall be adjusted by multiplying the Dividend Rate existing immediately prior to such event by a fraction as provided below:

(A) If the Class B Stock may be subscribed for or purchased at less than the Book Value Per Share or the current market price per share, as the case may be, then the numerator of such fraction shall be the number of shares of Class B Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Class B Stock offered for subscriptions or purchase, and the denominator of which shall be the number of shares of Class B Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Class B Stock which the aggregate offering price of the total number of shares of Class B Stock so offered would purchase based on current Book Value Per Share at the record date mentioned below or current market price per share (as defined in subsection II(4)(e) of this resolution), as the case may be.

(B) If the Series I Class A Common Stock may be subscribed for or purchased at less than the Book Value Per Share or the current market price per share, as the case may be, then the numerator of such fraction shall be the number of shares of Series I Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Series I Class A Common Stock which the aggregate offering price of the total number of shares of Series I Class A Common Stock so offered would purchase based on Book Value Per Share at the record date mentioned below or current market price per share (as defined in subsection II(4)(e) of this resolution), as the case may be, and the denominator of which shall be the number of shares of Series I Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Series I Class A Common Stock offered for subscription or purchase.

(iii) An adjustment to the Dividend Rate as provided in subsections I(3)(b)(ii)(A) or (B), above, shall be made whenever such rights or warrants are issued, and also shall be effective retroactively as to dividends declared on the common stock of the Corporation between the record date for the determination of stockholders entitled to receive such rights or warrants and the date such rights or warrants are issued.

(c) No adjustment in the Dividend Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in such Dividend Rate; provided, however, that any adjustments which by reason of this subsection I(3)(c) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment.

(4) Voting.

(a) Except as otherwise provided in the Articles of Incorporation of the Corporation, or as provided in any resolution of the Board of Directors or the stockholders of the Corporation, the Series I Class A Common Stock, the Class B Stock, and the Preferred Stock shall vote together as a single class on all matters submitted to the stockholders of the Corporation for a vote. In any such vote, each share of Series I Class A Common Stock is entitled to cast 1/10 of the vote that each share of Class B Stock is entitled to cast.

(b) Notwithstanding the provision contained in subsection I(4)(a) above, in the event of any consolidation of the Corporation with or merger of the Corporation into another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, then, in any such consolidation, merger, sale, conveyance, exchange or transfer,

A-2

if the consideration per share (as adjusted consistent with the provisions of Sections I and II hereof) to be received for the shares of Series I Class A Common Stock differs in any substantial kind or amount from the per share (as adjusted consistent with the provisions of Sections I and II hereof) consideration to be received for Class B Stock, the majority of the holders of the outstanding Series I Class A Common Stock, by a separate vote of the holders of the Series I Class A Common Stock, must approve such consolidation, merger, sale, conveyance, exchange or transfer; provided, however, that nothing in this subsection I(4)(b) shall in any way grant any rights to the holders of the Series I Class A Common Stock in connection with the sale of any shares of the capital stock of the Corporation by a stockholder of the Corporation to any person or entity other than the Corporation. Notwithstanding any other provision of this subsection I(4)(b), the receipt by the holders of the Series I Class A Common Stock of limited voting stock in an acquiring company shall not be deemed to be consideration which differs in any substantial respect from that received by the holders of the Class B Stock, provided such limited voting common stock bears substantially the same relative rights and privileges to the acquiring company’s voting stock as the Series I Class A Common Stock bears to the Class B Stock.

II. Conversion Rights of Class B Stock.

(1) Conversion. Subject to and upon compliance with the provisions of this resolution, the holder of any shares of Class B Stock may at such holder’s option convert any such shares of Class B Stock into such number of fully paid and non-assessable shares of Series I Class A Common Stock as are issuable pursuant to the formula set forth in subsections II(3), (4) and (5) of this resolution.

No adjustment shall be made for dividends on any Series I Class A Common Stock that shall be issuable because of the conversion of shares of Class B Stock, but all dividends accrued and unpaid on any Class B Stock up to and including the dividend payment date immediately preceding the date of conversion shall constitute a debt of the Corporation payable to the converting holder.

(2) Mechanics of Conversion. The surrender of any Class B Stock for conversion shall be made by the holder thereof to the Corporation at its principal office and such holder shall give written notice to the Corporation at said office that such holder elects to convert such Class B Stock in accordance with the provisions hereof. Such notice also shall state the name or names (with addresses) in which the certificate or certificates for Series I Class A Common Stock, which shall be issuable on such conversion, shall be issued. Subject to the provisions of subsection II(1) hereof, every such notice of election to convert shall constitute a contract between the holder of such shares and the Corporation, whereby such holder shall be deemed to subscribe for the number of shares of Series I Class A Common Stock which such holder will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender such Class B Stock and to release the Corporation from all obligations thereon, and whereby the Corporation shall be deemed to agree that the surrender of such Class B Stock and the extinguishment of its obligations thereon shall constitute full payment for the Series I Class A Common Stock so subscribed for and to be issued upon such conversion.

As soon as practicable after the receipt of such notice and the shares of Class B Stock, the Corporation shall issue and shall deliver to the person for whose account such shares of Class B Stock were so surrendered, or on such holder’s written order, a certificate or certificates for the number of full shares of Series I Class A Common Stock issuable upon the conversion of such shares of Class B Stock and a check or cash for the payment (if any) to which such person is entitled pursuant to subsection II(5) hereof, together with a certificate or certificates representing the shares of Class B Stock, if any, which are not to be converted, but which constituted part of the Class B Stock represented by the certificates or certificates surrendered by such person. Such conversion shall be deemed to have been effected on the date on which the Corporation shall have received such notice and such Class B Stock, and the person or persons in whose name or names any certificate or certificates for Series I Class A Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby.

(3) Basic Conversion Rate. The initial rate at which holders may convert Class B Stock into Series I Class A Common Stock (“Conversion Rate”) shall be one share of Series I Class A Common Stock for each share of Class B Stock surrendered for conversion.

(4) Conversion Rate Adjustment. The Conversion Rate shall be subject to adjustment from time to time as follows:

(a) If the Corporation shall (i) pay a dividend in and on shares of its Series I Class A Common Stock or its Class B Stock, (ii) subdivide its outstanding shares of Series I Class A Common Stock or its Class B Stock into a greater number of shares, (iii) combine its outstanding shares of Series I Class A Common Stock or its Class B Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Series I Class A Common Stock or its Class B Stock any shares of its capital stock, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of Class B Stock surrendered for conversion after the record date fixing stockholders to be affected by such event shall be entitled to receive upon conversion the number of such shares of the Corporation which such holder would have been entitled to receive after the happening of such event had such shares been converted immediately prior to such record date. Such adjustment, if applicable, shall be made whenever any of such events shall happen, and shall also be effective retroactively as to shares converted between such record date and the date of the happening of any such event.

A-3

(b) (i) If the Series I Class A Common Stock is not listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm or association, and the Corporation issues rights or warrants (a) to the holders of its Series I Class A Common Stock entitling them to subscribe for or purchase shares of Series I Class A Common Stock or (b) to the holders of its Class B Stock entitling them to subscribe for or purchase shares of Class B Stock, in either case at a price per share less than the Book Value Per Share (as defined below) of Series I Class A Common Stock at the record date mentioned below; or

(ii) If the Series I Class A Common Stock is listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm or association, and the Corporation issued rights or warrants (a) to the holders of its Series I Class A Common Stock entitling them to subscribe for or purchase shares of Series I Class A Common Stock or (b) to the holders of its Class B Stock entitling them to subscribe for or purchase shares of Class B Stock, in either case at a price per share less than the current market price per share of Series I Class A Common Stock (as defined in subsection II(4)(e) of this resolution) at the record date mentioned below;

then, in either of the above events in which the Series I Class A Common Stock rights or warrants are issued at a price per share below Book Value Per Share or current market price per share, as the case may be, the number of shares of Series I Class A Common Stock into which each share of Class B Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Series I Class A Common Stock into which such shares of Class B Stock were theretofore convertible by a fraction, the numerator of which shall be the number of shares of Series I Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Series I Class A Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Series I Class A Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Series I Class A Common Stock which the aggregate offering price of the total number of shares so offered would purchase based on Book Value Per Share at the record date mentioned below or current market price per share (as defined in subsection II(4)(e) of this resolution), as the case may be. If the Corporation issues Class B Stock rights or warrants at a price per share below Book Value Per Share or current market price per share, as the case may be, then the above formula shall be used except that when calculating the fraction in such formula, Class B Stock shall be substituted for Series I Class A Common Stock. Such adjustment shall be made whenever such rights or warrants are issued, and shall also be effective retroactively as to shares of Class B Stock converted between the record date for the determination of stockholders entitled to receive such rights or warrants and the date such rights or warrants are issued.

(iii) The term “Book Value Per Share,” as used herein, shall mean such amount which is determined by (a) reducing total stockholders’ equity by the amount contributed to capital in exchange for all classes of stock other than common stock, adjusted to reflect any proportion of the Corporation’s net income or loss from operations since payment for such shares of stock other than common stock (such adjustment arrived at by adding all shares of outstanding stock, adjusted to reflect any conversion ratios, the resulting number to be the denominator of a fraction the numerator of which is to be the number of shares of the Corporation’s stock other than common stock, adjusted to reflect conversion ratios, the resulting fractions to be multiplied by the net income or loss from the Corporation’s operations since payment for the stock other than common stock); and (b) dividing the resulting amount by the number of shares of common stock outstanding, adjusted to compensate for any common stock to common stock conversion ratio other than one to one.

(c) If the Corporation shall distribute to the holders of its Series I Class A Common Stock or Class B Stock evidence of its indebtedness or assets (excluding cash dividends or distributions made out of current or retained earnings) or rights or warrants to subscribe other than as referred to in subsection II(4)(b) of this resolution, then, when such distribution is made to the holders of Series I Class A Common Stock the number of shares of Series I Class A Common Stock into which

A-4

each share of Class B Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Series I Class A Common Stock into which such shares of Class B Stock was theretofore convertible by a fraction, the numerator of which shall be the Book Value Per Share of Series I Class A Common Stock at the record date mentioned below or, if the Series I Class A Common Stock is listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm or association, the market price per share of Series I Class A Common Stock (as defined in subsection II(4)(e) of this resolution) on the date of such distribution, and the denominator of which shall be such Book Value Per Share of the Series I Class A Common Stock at the record date mentioned below or such current market price per share of the Series I Class A Common Stock, as the case may be, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets, evidence of indebtedness, subscription rights or warrants so distributed applicable to one share of the Series I Class A Common Stock. If the Corporation distributes such evidence of indebtedness or assets to the holders of the Class B Stock, the above formula shall be used except that when calculating the fraction in such formula, Class B Stock shall be substituted for Series I Class A Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall also be effective retroactively as to the shares converted between the record date for the determination of stockholders entitled to receive such distribution and the date such distribution is made.

(d) In the event of any consolidation of the Corporation with, or the merger of the Corporation into, another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, or in the case of any reorganization of the Corporation, the holder of each share of Class B Stock then outstanding shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property, including cash, which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted such holder’s shares of Class B Stock into Series I Class A Common Stock immediately prior to such consolidation, merger, sale, conveyance, exchange, transfer or reorganization. In any such event, effective provision shall be made in the instrument effecting or providing for such consolidation, merger, sale, conveyance, exchange, transfer or reorganization so that the provisions set forth herein for the protection of the conversion rights of the shares of Class B Stock shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock or other securities or property, including cash, deliverable after such consolidation, merger, sale, conveyance, exchange, transfer or reorganization upon the conversion. The provisions of this subsection II(4)(d) shall similarly apply to successive consolidations, mergers, sales, conveyances, exchanges, transfers and reorganizations.

(e) For purposes of computation under Sections I and II of this resolution, the current market price per share of Series I Class A Common Stock at any date shall be deemed to be the average of the daily closing prices for the 20 consecutive business days immediately prior to the day in question. The closing price for each day shall be the last reported sales price, regular way, on the principal national securities exchange upon which the Series I Class A Common Stock is listed, or in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, regular way, on such national securities exchange, or if the Series I Class A Common Stock is not then listed on a national securities exchange, the average of the closing prices or, if applicable, closing bid and asked prices in the over-the-counter market as furnished by the nationally recognized securities firm or association selected from time to time by the Corporation for that purpose.

(f) No adjustments in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in such Conversion Rate; provided, however, that any adjustments which by reason of this subsection II(4)(f) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection II(4)(f) shall be made to the nearest cent or one-hundredth of a share, as the case may be.

(5) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of such shares so surrendered. If the conversion of any shares results in a fraction, an amount equal to such fraction multiplied by the current market price (determined as provided in subsection II(4)(e) of this resolution) of the Series I Class A Common Stock on the business day next preceding the date of conversion shall be paid to such holder in cash by the Corporation; or if the Series I Class A Common Stock is not listed on a national securities exchange or traded over-the-counter by a nationally recognized securities firm, an amount equal to such fraction multiplied by the Book Value Per Share of the Class B Stock on the business day next preceding the date of conversion shall be paid to such holder in cash by the Corporation.

A-5

(6) Tax. The issue of stock certificates on conversion of shares shall be made free of any tax in respect of such issue. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in a name other than that of the holder of the shares converted, and the Corporation shall not be required to issue or deliver any such stock certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(7) Power Reserved by the Board of Directors. If in any case a state of facts occurs wherein in the opinion of the Board of Directors, the other provisions of this Section II are not strictly applicable, or if strictly applicable, would not fairly protect the conversion rights of the Class B Stock in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions in accordance with such essential intent and principles so as to protect such conversion rights as aforesaid.

(8) Reservation of Shares. The Corporation shall at all times reserve and keep available out of its authorized Series I Class A Common Stock the full number of shares of Series I Class A Common Stock deliverable upon the conversion of all outstanding shares of Class B Stock and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Series I Class A Common Stock upon conversion of the Class B Stock.

(9) Status of Converted Shares. Shares of Class B Stock converted shall assume the status of authorized but unissued shares of Class B Stock of the Corporation.

A-6

Appendix B

STATEMENT OF DESIGNATION

OF

NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

OF

BANKUNITED FINANCIAL CORPORATION

WHEREAS, pursuant to Article VI of the Articles of Incorporation of BankUnited Financial Corporation (the “Corporation”) and Section 607.0602 of the Florida Business Corporation Act, the Board of Directors of the Corporation is authorized to divide the Corporation’s authorized Preferred Stock into series and, within the limitations set forth therein, fix and determine the relative rights and preferences of the shares of any series so established; and

WHEREAS, the Board of Directors desires to (i) establish a series of Preferred Stock, designating such series “Noncumulative Convertible Preferred Stock, Series A,” (ii) allocate 55,000 shares of the authorized Preferred Stock to the Noncumulative Convertible Preferred Stock, Series A, and (iii) fix and determine the relative rights and preferences of the shares of the Noncumulative Convertible Preferred Stock, Series A;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby designates the following as the relative rights of the Noncumulative Convertible Preferred Stock, Series A;

RESOLVED, that 55,000 of the 10,000,000 shares of Preferred Stock authorized by the Articles of Incorporation of the Corporation be and hereby are determined to be and shall be a series designated as Noncumulative Convertible Preferred Stock, Series A (the “Series A Preferred Stock”), and that the following is a statement fixing and determining the variations in the relative rights and preferences of the Series A Preferred Stock pursuant to authority vested in the Board of Directors by the Articles of Incorporation of the Corporation:

1. Parity. The Series A Preferred Stock is of the same class as and shall be on a parity with the Corporation’s currently outstanding Noncumulative Convertible Preferred Stock, Series B, C and C-II (the “Outstanding Parity Stock”), except as provided elsewhere herein.

2. Dividends. The holders of the Series A Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors and out of the assets of the Corporation which are by law available for the payment of dividends, preferential cash dividends payable quarterly on the last day of February, May, August and November of each year unless such day is a non-business day, in which event, on the next business day, at the fixed annual rate of $1.00 per share and no more.

So long as any Series A Preferred Stock remains outstanding:

(a) no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of: (i) the Class B Common Stock, par value $.01 per share (the “Class B Common Stock”) or the Corporation’s Series I Class A Common Stock, par value $.01 per share (the “Class A Common Stock”) or any other outstanding common stock of the Corporation or (ii) any other class of stock or series thereof ranking junior to the Series A Preferred Stock in the payment of dividends;

(b) no shares of Class B Common Stock or Class A Common Stock and no shares of any other class of stock or series thereof ranking junior to the Series A Preferred Stock in the payment of dividends shall be redeemed or purchased by the Corporation or any subsidiary thereof; and

(c) no moneys, funds or other assets shall be paid to or made available for a sinking fund for the redemption or purchase of any shares of: (i) Class B Common Stock or Class A Common Stock; or (ii) any other class of stock or series thereof ranking junior to the Series A Preferred Stock in the payment of dividends;

unless, in each instance, full dividends on all outstanding shares of Series A Preferred Stock for the then current calendar quarter shall have been paid or declared and set aside for payment.

B-1

In addition, so long as any Series A Preferred Stock remains outstanding, no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of, any share or shares of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends, unless, for the applicable calendar quarter:

(a) full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series A Preferred Stock; and (ii) any class of stock or series thereof ranking on a parity with the Series A Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends; or

(b) in the event all such dividends for the applicable calendar quarter are not or cannot be paid or declared and set apart for payment in full, a pro rata portion of the full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series A Preferred Stock; and (ii) any class of stock or series thereof ranking on a parity with the Series A Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends. Such pro rata portion shall be calculated based on the ratio that the total amount available for the payment of all required dividends on the Series A Preferred Stock and such parity stock for the applicable calendar quarter bears to the total required dividends on the Series A Preferred Stock and such parity stock for such calendar quarter.

3. Preference on Liquidation. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, after payment or provision for payment of any debts and other liabilities of the Corporation, the holders of the Series A Preferred Stock shall be entitled to receive the following amounts out of the net assets of the Corporation, and before any distribution shall be made to the holders of any common stock or to the holders of any other class of stock or series thereof ranking junior to the Series A Preferred Stock in the distribution of assets:

(a) if such dissolution, liquidation or winding up is voluntary, the applicable redemption price per share determined as provided in Section 4 of these resolutions;

(b) if such dissolution, liquidation or winding up is involuntary, $10.00 per share;

and no more. If upon such voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, the net assets of the Corporation shall be insufficient to permit payment in full of the amounts required to be paid to the holders of the Series A Preferred Stock and to the holders of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets, then a pro rata portion of the full amount required to be paid upon such dissolution, liquidation or winding up shall be paid to: (i) the holders of Series A Preferred Stock; and (ii) the holders of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets. Such pro rata portion shall be calculated based on the ratio that the total amount available for distribution to such holders bears to the total distribution required to be made on the Series A Preferred Stock and such parity stock.

Nothing herein contained shall be deemed to prevent redemption of Series A Preferred Stock by the Corporation in the manner provided in Section 4 of these resolutions. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation shall be deemed to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 3.

Written notice of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, stating a payment date and the place where the distribution amounts shall be payable and containing a statement of or reference to the conversion right set forth in Section 6 of these resolutions, shall be given by mail, postage prepaid, at least 30 days but not more than 60 days prior to the payment date stated therein, to the holders of record of the Series A Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

4. Redemption. The Corporation shall have the right, at its option and by resolution of the Board of Directors, to redeem at any time and from time to time the Series A Preferred Stock, in whole or in part, upon payment in cash in respect of each share redeemed, if redeemed during the twelve month period ending July 31, 1995, $10.15, or if redeemed after July 31, 1995, $10.00.

B-2

If less than all of the outstanding shares of the Series A Preferred Stock shall be redeemed, the particular shares to be redeemed shall be allocated among the respective holders of Series A Preferred Stock pro rata or by lot, as the Board of Directors may determine.

Notice of any redemption specifying the date fixed for said redemption and the place where the amount to be paid upon redemption is payable and containing a statement of or reference to the conversion right set forth in Section 6 of these resolutions shall be mailed, postage prepaid, at least 30 days but not more than 60 days prior to said redemption date to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the name shall appear on the books of the Corporation. If such notice of redemption shall have been so mailed, and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed, so as to be and continue to be available therefor, then, on and after said redemption date, notwithstanding that any certificate for shares of the Series A Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, the right to receive dividends thereon shall cease to accrue, and all rights with respect to such shares of the Series A Preferred Stock so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust the amount payable on redemption thereof, but without interest.

Shares of Series A Preferred Stock redeemed or otherwise purchased or acquired by the Corporation shall not be reissued as shares of Series A Preferred Stock but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation.

5. Voting Rights. The holders of the Series A Preferred Stock shall have two and one-half votes per share on all matters requiring the vote of stockholders, and additionally if the voting rights of the Class B Common Stock are increased, then the voting rights of the Series A Preferred Stock shall be increased by an amount which will maintain the two and one-half to one proportion between the voting rights of the Class B Common Stock and the Series A Preferred Stock as is hereby established.

Additionally, if at any time the equivalent of six or more full quarterly dividends (whether or not consecutive) payable on the Series A Preferred Stock shall not be paid, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series A Preferred Stock (whether or not the payment of quarterly dividends shall not be paid on other Preferred Stock outstanding) shall have the exclusive right, voting together as a class, to elect two directors to fill such newly-created directorships. This right shall remain vested until dividends on the Series A Preferred Stock have been paid for four consecutive quarters, at which time: (i) the right shall terminate (subject to revesting in the case of any subsequent failure to pay of the kind described above); (ii) the term of the directors then in office elected by the holders of the Series A Preferred Stock as a class shall terminate; and (iii) the number of directors constituting the Board of Directors of the Corporation shall be reduced by two.

Whenever such right shall vest, it may be exercised initially either at a special meeting of holders of the Series A Preferred Stock or at any annual stockholders’ meeting, but thereafter it shall be exercised only at annual stockholders’ meetings. Any director who shall have been elected by the holders of the Series A Preferred Stock as a class pursuant to this Section 5 shall hold office for a term expiring (subject to the earlier payment of dividends) at the next annual meeting of stockholders, and during such term may be removed at any time, either for or without cause, by, and only by, the affirmative votes of the holders of record of a majority of the outstanding shares of the Series A Preferred Stock given at a special meeting of such stockholders called for such purpose, and any vacancy created by such removal may also be filled at such meeting. Any vacancy caused by the death or resignation of a director who shall have been elected by the holders of the Series A Preferred Stock as a class pursuant to this Section 5 may be filled by the remaining director elected by the holders of the Series A Preferred Stock then in office.

Whenever a meeting of the holders of Series A Preferred Stock is permitted or required to be held pursuant to this Section 5, such meeting shall be held at the earliest practicable date and the Secretary of the Corporation shall call such meeting, providing written notice to all holders of record of Series A Preferred Stock in accordance with law, upon the earlier of the following:

(a) as soon as reasonably practicable following the occurrence of the event or events permitting or requiring such meeting hereunder; or

B-3

(b) within 20 days following receipt by said Secretary of a written request for such a meeting, signed by the holders of record of at least 20% of the shares of Series A Preferred Stock then outstanding.

If such meeting shall not be called by the proper corporate officer within 20 days after the receipt of such request by the Secretary of the Corporation, or within 25 days after the mailing of the same within the United States of America by registered mail addressed to the Secretary of the Corporation at its principal office, then the holders of record of at least 20% of the shares of Series A Preferred Stock then outstanding may designate one of their members to call such a meeting at the expense of the Corporation, and such meeting may be called by such person in the manner and at the place provided in this Section 5. Any holder of Series A Preferred Stock so designated to call such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of such stockholders to be so called.

Notwithstanding any provision of this Section 5, no special meeting of the holders of shares of Series A Preferred Stock: (i) shall be held during the 90 day period next preceding the date fixed for the annual meeting of stockholders of the Corporation; or (ii) shall be required to be called or held in violation of any law, rule or regulation.

Any meeting of the holders of all outstanding Series A Preferred Stock entitled to vote as a class for the election of directors shall be held at the place at which the last annual meeting of stockholders was held. At such meeting, the presence in person or by proxy of the holders of a majority of the outstanding shares of the Series A Preferred Stock shall be required to constitute a quorum; in the absence of a quorum, a majority of the holders present, in person or by proxy, shall have the power to adjourn the meeting from time to time without notice, other than an announcement at the meeting, until a quorum shall be present.

6. Convertibility. Shares of the Series A Preferred Stock (hereinafter in this Section 6 called the “Shares”) shall be convertible into Class B Common Stock on the following terms and conditions:

(a) Subject to and upon compliance with the provisions of this Section 6, the holder of any Shares may, at such holder’s option, convert any such Shares into such number of fully paid and non-assessable shares of Class B Common Stock as are issuable pursuant to the formula set forth in subsections (c) and (d) of this Section 6. No adjustment shall be made for dividends on any Class B Common Stock that shall be issuable upon the conversion of such Shares.

(b) The surrender of any Shares for conversion shall be made by the holder thereof to the Corporation at its principal office and such holder shall give written notice to the Corporation at said office that such holder elects to convert such Shares in accordance with the provisions thereof and this Section 6. Such notice also shall state the name or names (with addresses) in which the certificate or certificates for Class B Common Stock, which shall be issuable on such conversion, shall be issued. Subject to the provisions of subsection (a) of this Section 6, every such notice of election to convert shall constitute a contract between the holder of such shares and the Corporation, whereby such holder shall be deemed to subscribe for the number of shares of Class B Common Stock which such holder will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender such Shares and to release the Corporation from all obligations thereon, and whereby the Corporation shall be deemed to agree that the surrender of such Shares and the extinguishment of its obligations thereon shall constitute full payment for the Class B Common Stock so subscribed for and to be issued upon such conversion.

As soon as practicable after the receipt of such notice and Shares, the Corporation shall issue and shall deliver to the person for whose account such Shares were so surrendered, or on such holder’s written order, a certificate or certificates for the number of full shares of Class B Common Stock issuable upon the conversion of such Shares and a check or cash for the payment (if any) to which such person is entitled pursuant to subsection (e) of this Section 6, together with a certificate or certificates representing the Shares, if any, which are not to be converted, but which constituted part of the Shares represented by the certificate or certificates surrendered by such person. Such conversion shall be deemed to have been effected on the date on which the Corporation shall have received such notice and such Shares, and the person or persons in whose name or names any certificate or certificates for Class B Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby.

B-4

(c) The Conversion Rate shall be 1.495919425 shares of Class B Common Stock for each share of Series A Preferred Stock surrendered for conversion.

(d) The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) If the Corporation shall (i) pay a dividend in shares of its Class B Common Stock, (ii) subdivide its outstanding shares of Class B Common Stock into a greater number of shares, (iii) combine its outstanding shares of Class B Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Class B Common Stock any shares of its capital stock, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of a Share surrendered for conversion after the record date fixing stockholders to be affected by such event shall be entitled to receive upon conversion the number of such shares of the Corporation which such holder would have been entitled to receive after the happening of such event had such shares been converted immediately prior to such record date. Such adjustment shall be made whenever any of such events shall happen, and shall also be effective retroactively as to shares converted between such record date and the date of the happening of any such event.

(2) If the Corporation shall issue rights or warrants to the holders of its Class B Common Stock entitling them to subscribe for or purchase shares of Class B Common Stock, at a price per share less than the current market price per share of the Class A Common Stock (as defined in subsection (d)(5) of this Section 6) at the record date mentioned below, then the number of shares of Class B Common Stock into which each share shall thereafter be convertible shall be determined by multiplying the number of shares of Class B Common Stock into which such share was theretofore convertible by a fraction, the numerator of which shall be the number of shares of the Class B Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Class B Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of the Class B Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of the Class B Common Stock which the aggregate offering price of the total number of shares so offered would purchase based on current market price per share (as defined in subsection (d)(5) of this Section 6). Such adjustment shall be made whenever such rights or warrants are issued, and shall also be effective retroactively as to shares converted between the record date for the determination of stockholders entitled to receive such rights or warrants and the date such rights or warrants are issued.

(3) If the Corporation shall distribute to the holders of its Class B Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions made out of current or retained earnings) or rights or warrants to subscribe other than as referred to in subsection (d)(2) of this Section 6, then in each such case the number of shares of Class B Common Stock into which each share shall thereafter be convertible shall be determined by multiplying the number of shares of Class B Common Stock into which such share was theretofore convertible by a fraction, the numerator of which shall be the current market price per share of Class A Common Stock (as defined in subsection (d)(5) of Section 6) on the date of such distribution, and the denominator of which shall be such current market price per share of the Class A Common Stock, as the case may be, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets, evidence of indebtedness, subscription rights or warrants so distributed applicable to one share of Class B Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall also be effective retroactively as to the shares converted between the record date for the determination of stockholders entitled to receive such distribution and the date such distribution is made.

(4) In the event of any consolidation of the Corporation with or merger of the Corporation into another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, or in the case of any reorganization of the Corporation, the holder of each share then outstanding shall have the right thereafter to convert such shares into the kind and amount of shares of stock and other securities and property, including cash, which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted such holder’s shares into Class B Common Stock immediately prior to such consolidation, merger, sale, conveyance, exchange, transfer or

B-5

reorganization. In any such event, effective provision shall be made in the instrument effecting or providing for such consolidation, merger, sale, conveyance, exchange, transfer or reorganization so that the provisions set forth herein for the protection of the conversion rights of the Shares shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock or other securities or property including cash, deliverable after such consolidation, merger, sale, conveyance, exchange, transfer or reorganization upon the conversion of the Series A Preferred Stock, or such other securities as shall have been issued to the holders thereof in lieu thereof or in exchange therefor. The provisions of this subsection (d)(4) shall similarly apply to successive consolidations, mergers, sales, conveyances, exchanges, transfers and reorganizations.

(5) For purposes of computation under subsections (d)(2) and (d)(3) of this Section 6, the current market price per share of Class A Common Stock at any date shall be deemed to be the average of the daily closing prices for the 20 consecutive business days immediately prior to the day in question, if the Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, and if the Class B Common Stock is not convertible into Class A Common Stock on a one-for-one basis, then the current market price per share of Class A Common Stock at any date shall be deemed to be such average multiplied by the then current conversion rate of Class B Common Stock into Class A Common Stock. The closing price for each day shall be the last reported sales price, regular way, on the principal national securities exchange upon which the Class A Common Stock is listed, or in case no such reported sales take place on such day, the average of the reported closing bid and asked prices, regular way, on such national securities exchange, or if the Class A Common Stock is not then listed on a national securities exchange, the average of the closing prices or, if applicable, closing bid and asked prices in the over-the-counter market as furnished by the nationally recognized securities firm or association selected from time to time by the Corporation for that purpose.

(6) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in the Conversion Rate; provided, however, that any adjustments which by reason of this subsection (d)(6) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (d)(6) shall be made to the nearest cent or one-hundredth of a share, as the case may be.

(e) Receipt by a holder of Series A Preferred Stock of a notice of redemption pursuant to Section 4 of these resolutions shall not terminate the conversion rights set forth in this Section 6, but rather such conversion rights shall continue until the redemption date set forth in the notice of redemption.

(f) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of such shares so surrendered. If the conversion of any shares results in a fraction, an amount equal to such fraction multiplied by the current market price (determined as provided in subsection (d)(5) of this Section 6) of the Class A Common Stock on the business day next preceding the date of conversion shall be paid to such holder in cash by the Corporation.

(g) The issue of stock certificates on conversion of shares shall be made free of any tax in respect of such issue. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in a name other than that of the holder of the shares converted, and the Corporation shall not be required to issue or deliver any such stock certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(h) If in any case a state of facts occurs wherein in the opinion of the Board of Directors, the other provisions of this Section 6 are not strictly applicable, or if strictly applicable, would not fairly protect the conversion rights of the Series A Preferred Stock in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions in accordance with such essential intent and principles so as to protect such conversion rights as aforesaid.

B-6

(i) The Corporation shall at all times reserve and keep available out of its authorized Class B Common Stock the full number of shares of Class B Common Stock deliverable upon the conversion of all outstanding shares of Series A Preferred Stock and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Class B Common Stock upon conversion of the Series A Preferred Stock.

(j) Shares of Series A Preferred Stock converted shall not be reissued as shares of Series A Preferred Stock but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation.

B-7

Appendix C

STATEMENT OF DESIGNATION

OF

NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B

OF

BANKUNITED FINANCIAL CORPORATION

WHEREAS, pursuant to Article VI of the Articles of Incorporation of BankUnited Financial Corporation (the “Corporation”), and Section 607.0602 of the Florida Business Corporation Act, the Board of Directors of the Corporation is authorized to divide the Corporation’s authorized Preferred Stock into series and, within the limitations set forth therein, fix and determine the relative rights and preferences of the shares of any series so established; and

WHEREAS, the Board of Directors of the Corporation desires to (i) establish a second series of its class of Preferred Stock, designating such series “Noncumulative Convertible Preferred Stock, Series B,” (ii) allocate 2,000,000 shares of the authorized Preferred Stock to the Noncumulative Convertible Preferred Stock, Series B, and (iii) fix and determine the relative rights and preferences of the shares of the Noncumulative Convertible Preferred Stock, Series B;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby designates the following as the relative rights of the Noncumulative Convertible Preferred Stock, Series B:

RESOLVED, that 2,000,000 of the 10,000,000 shares of the class of Preferred Stock authorized by the Articles of Incorporation of the Corporation be and hereby are determined to be and shall be of a series designated as Noncumulative Convertible Preferred Stock, Series B (the “Series B Preferred Stock”) and that the following is a statement fixing and determining the variations in the relative rights and preferences of the Series B Preferred Stock pursuant to authority vested in the Board of Directors by the Articles of Incorporation of the Corporation:

1. Parity. The Series B Preferred Stock is of the same class as and shall be on a parity with the Corporation’s currently outstanding Noncumulative Convertible Preferred Stock, Series A, C and C-II (the “Outstanding Parity Stock”), except as provided elsewhere herein.

2. Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors and out of the assets of the Corporation which are by law available for the payment of dividends, preferential cash dividends payable quarterly on the last day of February, May, August and November of each year unless such day is a non-business day, in which event on the next business day, at the fixed annual rate of $0.7375 per share and no more.

So long as any Series B Preferred Stock remains outstanding:

(a) no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of: (i) the Class B Common Stock, par value $.01 per share (“Class B Common Stock”) or the Corporation’s Series I Class A Common Stock, par value $.01 per share (the “Class A Common Stock”) or any other outstanding common stock of the Corporation, or (ii) any other class of stock or series thereof ranking junior to the Series B Preferred Stock in the payment of dividends;

(b) no shares of the Class B Common Stock or the Class A Common Stock and no shares of any other class of stock or series thereof ranking junior to the Series B Preferred Stock in the payment of dividends shall be redeemed or purchased by the Corporation or any subsidiary thereof; and

(c) no moneys, funds or other assets shall be paid to or made available for a sinking fund for the redemption or purchase of any shares of: (i) the Class B Common Stock or the Class A Common Stock, or (ii) any other class of stock or series thereof ranking junior to the Series B Preferred Stock in the payment of dividends;

C-1

unless, in each instance, full dividends on all outstanding shares of Series B Preferred Stock for the then current calendar quarter shall have been paid or declared and set aside for payment.

In addition, so long as any Series B Preferred Stock remains outstanding, no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of, any share or shares of any class of stock or series thereof ranking on a parity with the Series B Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends, unless, for the applicable calendar quarter:

(a) full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series B Preferred Stock, and (ii) any class of stock or series thereof ranking on a parity with the Series B Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends; or

(b) in the event all such dividends for the applicable calendar quarter are not or cannot be paid or declared and set apart for payment in full, a pro rata portion of the full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series B Preferred Stock, and (ii) any class of stock or series thereof ranking on a parity with the Series B Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends. Such pro rata portion shall be calculated based on the ratio that the total amount available for the payment of all required dividends on the Series B Preferred Stock and such parity stock for the applicable calendar quarter bears to the total required dividends on the Series B Preferred Stock and such parity stock for such calendar quarter.

3. Preference on Liquidation. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, after payment or provision for payment of any debts and other liabilities of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive the following amounts out of the net assets of the Corporation, and before any distribution shall be made to the holders of any common stock or to the holders of any other class of stock or series thereof ranking junior to the Series B Preferred Stock in the distribution of assets:

(a) if such dissolution, liquidation or winding up is voluntary, the applicable redemption price per share determined as provided in Section 4 of these resolutions;

(b) if such dissolution, liquidation or winding up is involuntary, $7.375 per share;

and no more. If upon such voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, the net assets of the Corporation shall be insufficient to permit payment in full of the amounts required to be paid to the holders of the Series B Preferred Stock and to the holders of any class of stock or series thereof ranking on a parity with the Series B Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets, then a pro rata portion of the full amount required to be paid upon such dissolution, liquidation or winding up shall be paid to: (i) the holders of Series B Preferred Stock, and (ii) the holders of any class of stock or series thereof ranking on a parity with the Series B Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets. Such pro rata portion shall be calculated based on the ratio that the total amount available for distribution to such holders bears to the total distribution required to be made on the Series B Preferred Stock and such parity stock.

Nothing herein contained shall be deemed to prevent redemption of Series B Preferred Stock by the Corporation in the manner provided in Section 4 of these resolutions. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation shall be deemed to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 3.

Written notice of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, stating a payment date and the place where the distribution amounts shall be payable and containing a statement of or reference to the conversion right set forth in Section 6 of these resolutions, shall be given by mail, postage prepaid, at least 30 days but not more than 60 days prior to the payment date stated therein, to the holders of record of the Series B Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

C-2

4. Redemption. the Corporation shall have the right, at its option and by resolution of its Board of Directors, to redeem at any time and from time to time the Series B Preferred Stock, in whole or in part, upon payment in cash in respect of each share redeemed at the then applicable redemption price set forth below:

If redeemed during the twelve month period ending January 31, 1995	$	7.67
If redeemed during the twelve month period ending January 31, 1996	$	7.59625
If redeemed during the twelve month period ending January 31, 1997	$	7.5225
If redeemed during the twelve month period ending January 31, 1998	$	7.44875
If redeemed after January 31, 1998	$	7.375

If less than all of the outstanding shares of the Series B Preferred Stock shall be redeemed, the particular shares to be redeemed shall be allocated among the respective holders of Series B Preferred Stock, pro rata or by lot, as the Board of Directors may determine.

Notice of any redemption specifying the date fixed for said redemption and the place where the amount to be paid upon redemption is payable and containing a statement of or reference to the conversion right set forth in Section 6 of these resolutions shall be mailed, postage prepaid, at least 30 days but not more than 60 days prior to said redemption date to the holders of record of the Series B Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. If such notice of redemption shall have been so mailed, and if on or before the redemption date specified in such notice, all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed, so as to be and continue to be available therefor, then, on and after said redemption date, notwithstanding that any certificate for shares of the Series B Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding and all rights with respect to such shares of the Series B Preferred Stock so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust the amount payable on redemption thereof, but without interest.

Shares of Series B Preferred Stock redeemed or otherwise purchased or acquired by the Corporation shall not be reissued as shares of Series B Preferred Stock but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation.

5. Voting Rights. The holders of the Series B Preferred Stock shall have two and one-half votes per share on all matters requiring the vote of stockholders, and additionally, if the voting rights of the Class B Common Stock are increased, then the voting rights of the Series B Preferred Stock shall be increased by an amount which will maintain the two and one-half to one proportion between the voting rights of the Class B Common Stock and the Series B Preferred Stock as is hereby established.

Additionally, if at any time the equivalent of six or more full quarterly dividends (whether or not consecutive) payable on the Series B Preferred Stock shall not be paid, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series B Preferred Stock (whether or not the payment of quarterly dividends shall not be paid on other Preferred Stock outstanding) shall have the exclusive right, voting together as a class, to elect two directors to fill such newly created directorships. This right shall remain vested until dividends on the Series B Preferred Stock have been paid for four consecutive quarters, at which time: (i) the right shall terminate (subject to revesting in the case of any subsequent failure to pay of the kind described above); (ii) the term of the directors then in office elected by the holders of the Series B Preferred Stock as a class shall terminate; and (iii) the number of directors constituting the Board of Directors of the Corporation shall be reduced by two.

Whenever such right shall vest, it may be exercised initially either at a special meeting of holders of the Series B Preferred Stock or at any annual stockholders’ meeting, but thereafter it shall be exercised only at annual stockholders’ meetings. Any director who shall have been elected by the holders of the Series B Preferred Stock as a class pursuant to this Section 5 shall hold office for a term expiring at the next annual meeting of stockholders, and during such term may be removed at any time, either for or without cause, by, and only by, the affirmative votes of the holders of record of a majority of the outstanding shares of the Series B Preferred Stock given at a special meeting of such stockholders called for such purpose, and any vacancy created

C-3

by such removal may also be filled at such meeting. Any vacancy caused by the death or resignation of a director who shall have been elected by the holders of the Series B Preferred Stock as a class pursuant to this Section 5 may be filled only by the remaining director elected by the holders of the Series B Preferred Stock then in office.

Whenever a meeting of the holders of Series B Preferred Stock is permitted or required to be held pursuant to this Section 5, such meeting shall be held at the earliest practicable date and the Secretary of the Corporation shall call such meeting, providing written notice to all holders of record of Series B Preferred Stock, in accordance with law, upon the earlier of the following:

(a) as soon as reasonably practicable following the occurrence of the event or events permitting or requiring such meeting hereunder; or

(b) within 20 days following receipt by said Secretary of a written request for such a meeting, signed by the holders of record of at least 20% of the shares of Series B Preferred Stock then outstanding.

If such meeting shall not be called by the proper corporate officer within 20 days after the receipt of such request by the Secretary of the Corporation, or within 25 days after the mailing of the same within the United States of America by registered mail addressed to the Secretary of the Corporation at its principal office, then the holders of record of at least 20% of the shares of Series B Preferred Stock then outstanding may designate one of their members to call such a meeting at the expense of the Corporation, and such meeting may be called by such person in the manner and at the place provided in this Section 5. Any holder of Series B Preferred Stock so designated to call such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of such stockholders to be so called.

Notwithstanding any provision of this Section 5 to the contrary, no special meeting of the holders of shares of Series B Preferred Stock: (i) shall be held during the 90-day period next preceding the date fixed for the annual meeting of stockholders of the Corporation; or (ii) shall be required to be called or held in violation of any law, rule or regulation.

Any meeting of the holders of all outstanding Series B Preferred Stock entitled to vote as a class for the election of directors shall be held at the place at which the last annual meeting of stockholders was held. At such meeting, the presence in person or by proxy of the holders of a majority of the outstanding shares of the Series B Preferred Stock shall be required to constitute a quorum; in the absence of a quorum, a majority of the holders present, in person or by proxy, shall have the power to adjourn the meeting from time to time without notice, other than an announcement at the meeting, until a quorum shall be present.

6. Convertibility. Shares of the Series B Preferred Stock (hereinafter in this Section 6 called the “Shares”) shall be convertible into Class B Common Stock on the following terms and conditions:

(a) Subject to and upon compliance with the provisions of this Section 6, the holder of any Shares may at such holder’s option convert any such Shares into such number of fully paid and non-assessable shares of Class B Common Stock as are issuable pursuant to the formula set forth in subsections (c) and (d) of this Section 6. No adjustment shall be made for dividends on any Class B Common Stock that shall be issuable upon the conversion of such Shares.

(b) The surrender of any Shares for conversion shall be made by the holder thereof to the Corporation at its principal office and such holder shall give written notice to the Corporation at said office that such holder elects to convert such Shares in accordance with the provisions thereof and this Section 6. Such notice also shall state the name or names (with addresses) in which the certificate or certificates for the Class B Common Stock, which shall be issuable on such conversion, shall be issued. Subject to the provisions of subsection (a) of this Section 6, every such notice of election to convert shall constitute a contract between the holder of such shares and the Corporation, whereby such holder shall be deemed to subscribe for the number of shares of Class B Common Stock which such holder will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender such Shares and to release the Corporation from all obligations thereon, and whereby the Corporation shall be deemed to agree that the surrender of such Shares and the extinguishment of its obligations thereon shall constitute full payment for the Class B Common Stock so subscribed for and to be issued upon such conversion.

C-4

As soon as practicable, after the receipt of such notice and Shares, the Corporation shall issue and shall deliver to the person for whose account such Shares were so surrendered, or on such holder’s written order, a certificate or certificates for the number of full shares of Class B Common Stock issuable upon the conversion of such Shares and a check or cash for the payment (if any) to which such person is entitled pursuant to subsection (e) of this Section 6, together with a certificate or certificates representing the Shares, if any, which are not to be converted, but which constituted part of the Shares represented by the certificate or certificates surrendered by such person. Such conversion shall be deemed to have been effected on the date on which the Corporation shall have received such notice and such Shares, and the person or persons in whose name or names any certificate or certificates for Class B Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby.

(c) The Conversion Rate shall be 1.495919425 shares of Class B Common Stock for each share of Series B Preferred Stock surrendered for conversion.

(d) The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) If the Corporation shall (i) pay a dividend in shares of its Class B Common Stock, (ii) subdivide the outstanding shares of Class B Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Class B Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Class B Common Stock any shares of its capital stock, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of a Share surrendered for conversion after the record date fixing stockholders to be affected by such event shall be entitled to receive upon conversion the numbers of such shares of the Corporation which such holder would have been entitled to receive after the happening of such event had such shares been converted immediately prior to such record date. Such adjustment shall be made whenever any of such events shall happen, and shall also be effective retroactively as to shares converted between such record date and the date of the happening of any such event.

(2) If the Corporation shall issue rights or warrants to the holders of its Class B Common Stock entitling them to subscribe for or purchase shares of Class B Common Stock, at a price per share less than the current market price per share of the Class A Common Stock (as defined in subsection (d)(5) of this Section 6) at the record date mentioned below, then the number of shares of Class B Common Stock into which each share shall thereafter be convertible shall be determined by multiplying the number of shares of Class B Common Stock into which such share was theretofore convertible by a fraction, the numerator of which shall be the number of shares of the Class B Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Class B Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of the Class B Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of the Class B Common Stock which the aggregate offering price of the total number of shares so offered would purchase based on current market price per share (as defined in subsection (d)(5) of this Section 6). Such adjustment shall be made whenever such rights or warrants are issued, and shall also be effective retroactively as to shares converted between the record date for the determination of stockholders entitled to receive such rights or warrants and the date such rights or warrants are issued.

(3) If the Corporation shall distribute to the holders of the Class B Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions made out of current or retained earnings) or rights or warrants to subscribe other than as referred to in subsection (d)(2) of this Section 6, then in each such case the number of shares of the Class B Common Stock into which each share shall thereafter be convertible shall be determined by multiplying the number of shares of the Class B Common Stock into which such share was theretofore convertible by a fraction, the numerator of which shall be the current market price per share of the Class A Common Stock (as defined in subsection (d)(5) of this Section 6) on the date of such distribution, and the denominator of which shall be such current market price per share of the Class A Common Stock, as the case may be, less the then fair market value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets, evidence of indebtedness, subscription rights or warrants so distributed applicable to one share of the Class B Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall also be effective retroactively as to the shares converted between the record date for the determination of stockholders entitled to receive such distribution and the date such distribution is made.

C-5

(4) In the event of any consolidation of the Corporation with or merger of the Corporation into another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, or in the case of any reorganization of the Corporation, the holder of each share then outstanding shall have the right thereafter to convert such shares into the kind and amount of shares of stock and other securities and property, including cash, which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted such holder’s shares into the Class B Common Stock immediately prior to such consolidation, merger, sale, conveyance, exchange, transfer or reorganization. In any such event, effective provision shall be made in the instrument effecting or providing for such consolidation, merger, sale, conveyance, exchange, transfer or reorganization so that the provisions set forth herein for the protection of the conversion rights of the Shares shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock or other securities or property including cash, deliverable after such consolidation, merger, sale, conveyance, exchange, transfer or reorganization upon the conversion of the Series B Preferred Stock, or such other securities as shall have been issued to the holders thereof in lieu thereof or in exchange therefor. The provisions of this subsection (d)(4) shall similarly apply to successive consolidations, mergers, sales, conveyances, exchanges, transfers and reorganizations.

(5) For purposes of computation under subsections (d)(2) and (d)(3) of this Section 6, the current market price per share of the Class A Common Stock at any date shall be deemed to be the average of the daily closing prices for the 20 consecutive business days immediately prior to the day in question, if the Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, and if the Class B Common Stock is not convertible into Class A Common Stock on a one-for-one basis, then the current market price per share of Class A Common Stock at any date shall be deemed to be such average multiplied by the then current conversion rate of the Class B Common Stock into the Class A Common Stock. The closing price for each day shall be the last reported sales price, regular way, on the principal national securities exchange upon which the Class A Common Stock is listed, or in case no such reported sale take place on such day, the average of the reported closing bid and asked prices, regular way, on such national securities exchange, or if the Class A Common Stock is not then listed on a national securities exchange, the average of the closing prices or, if applicable, closing bid and asked prices in the over-the-counter market as furnished by the nationally recognized securities firm or association selected from time to time by the Corporation for that purpose.

(6) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in the Conversion Rate; provided, however, that any adjustments which by reason of this subsection (d)(6) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (d)(6) shall be made to the nearest cent or one-hundredth of a share, as the case may be.

(e) Receipt by a holder of Series B Preferred Stock of a notice of redemption pursuant to Section 4 of these resolutions shall not terminate the conversion rights set forth in this Section 6, but rather such conversion rights shall continue until the redemption date set forth in the notice of redemption.

(f) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of such shares so surrendered. If the conversion of any shares results in a fraction, an amount equal to such fraction multiplied by the current market price (determined as provided in subsection (d)(5) of this Section 6) of the Class A Common Stock on the business day next preceding the date of conversion shall be paid to such holder in cash by the Corporation.

(g) The issue of stock certificates on conversion of shares shall be made free of any tax in respect of such issue. The Corporation shall not, however, be required to pay any tax which may be payable in respect to any transfer involved in the issue and delivery of stock in a name other than that of the holder of the shares converted, and the Corporation shall not be required to issue or deliver any such stock certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

C-6

(h) If in any case a state of facts occurs wherein the opinion of the Board of Directors and the other provisions of this Section 6 are not strictly applicable, or if strictly applicable, would not fairly protect the conversion rights of the Series B Preferred Stock in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions in accordance with such essential intent and principles so as to protect such conversion rights as aforesaid.

(i) The Corporation shall at all times reserve and keep available out of its authorized Class B Common Stock the full number of shares of the Class B Common Stock deliverable upon the conversion of all outstanding shares of Series B Preferred Stock and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Class B Common Stock upon conversion of the Series B Preferred Stock.

(j) Shares of Series B Preferred Stock converted shall not be reissued as shares of Series B Preferred Stock but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation.

C-7

Appendix D

STATEMENT OF DESIGNATION

OF

NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C

OF

BANKUNITED FINANCIAL CORPORATION

WHEREAS, pursuant to Article VI of the Articles of Incorporation of BankUnited Financial Corporation (the “Corporation”) and Section 607.0602 of the Florida Business Corporation Act, the Board of Directors of the Corporation is authorized to divide the Corporation’s authorized Preferred Stock into series and, within the limitations set forth therein, fix and determine the relative rights and preferences of the shares of any series so established;

WHEREAS, the Board of Directors desires to (i) establish a series of the Preferred Stock, designating such series “Noncumulative Convertible Preferred Stock, Series C,” (ii) allocate 363,636 shares of the authorized Preferred Stock to the Noncumulative Convertible Preferred Stock, Series C, and (iii) fix and determine the relative rights and preferences of the Noncumulative Convertible Preferred Stock, Series C;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby allocates a portion of the Preferred Stock to a series designated Noncumulative Convertible Preferred Stock, Series C and fixes and determines the relative rights and preferences of the Noncumulative Convertible Preferred Stock, Series C, as set forth below:

1. Designation and Allocation. Of the 10,000,000 shares of Preferred Stock authorized by the Articles of Incorporation of the Corporation, 363,636 shares are hereby determined to be and shall be of a series designated as Noncumulative Convertible Preferred Stock, Series C (“Series C Preferred Stock”).

2. Parity. The Series C Preferred Stock is of the same class as and shall be on a parity with the Corporation’s currently outstanding Noncumulative Convertible Preferred Stock, Series A, B and C-II (the “Outstanding Parity Stock”), except as may be provided elsewhere herein.

3. Dividends. The holders of the Series C Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors and out of the assets of the Corporation which are by law available for the payment of dividends, preferential cash dividends payable quarterly on the last day of February, May, August and November of each year unless such day is a non-business day, in which event on the next business day, at the fixed annual rate of $0.55 per share and no more.

So long as any Series C Preferred Stock remains outstanding:

(a) no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of: (i) the Corporation’s Series I Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), or the Class B Common Stock, par value $.01 per share (the “Class B Common Stock”), or any other outstanding common stock of the Corporation, or (ii) any other class of stock or series thereof ranking junior to the Series C Preferred Stock in the payment of dividends; and

(b) no shares of the Class A Common Stock or the Class B Common Stock and no shares of any other class of stock or series thereof ranking junior to the Series C Preferred Stock in the payment of dividends shall be redeemed or purchased by the Corporation or any subsidiary thereof; and

(c) no moneys, funds or other assets shall be paid to or made available for a sinking fund for the redemption or purchase of any shares of: (i) the Class A Common Stock or the Class B Common Stock; or (ii) any other class of stock or series thereof ranking junior to the Series C Preferred Stock in the payment of dividends;

unless, in each instance, full dividends on all outstanding shares of Series C Preferred Stock for the then current calendar quarter shall have been paid or declared and set aside for payment.

In addition, so long as any Series C Preferred Stock remains outstanding, no dividend whatsoever shall be declared or paid upon or set apart for payment, and no distribution shall be ordered or made in respect of, any share or shares of any class of stock or series thereof ranking on a parity with the Series C Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends, unless, for the applicable calendar quarter:

(a) full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series C Preferred Stock; and (ii) any class of stock or series thereof ranking on a parity with the Series C Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends; or

D-1

(b) in the event all such dividends for the applicable calendar quarter are not or cannot be paid or declared and set apart for payment in full, a pro rata portion of the full dividends shall be paid or declared and set apart for payment on all shares of: (i) the Series C Preferred Stock; and (ii) any class of stock or series thereof ranking on a parity with the Series C Preferred Stock (including the Outstanding Parity Stock) in the payment of dividends. Such pro rata portion shall be calculated based on the ratio that the total amount available for the payment of all required dividends on the Series C Preferred Stock and such parity stock for the applicable calendar quarter bears to the total required dividends on the Series C Preferred Stock and such parity stock for such calendar quarter.

4. Preference on Liquidation. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, after payment or provision for payment of any debts and other liabilities of the Corporation, the holders of the Series C Preferred Stock shall be entitled to receive the following amounts out of the net assets of the Corporation, and before any distribution shall be made to the holders of any common stock or to the holders of any other class of stock or series thereof ranking junior to the Series C Preferred Stock in the distribution of assets:

(a) if such dissolution, liquidation or winding up is voluntary, the applicable redemption price per share determined as provided in section 5 of these resolutions;

(b) if such dissolution, liquidation or winding up is involuntary, $5.50 per share;

and no more. If upon such voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation the net assets of the Corporation shall be insufficient to permit payment in full of the amounts required to be paid to the holders of the Series C Preferred Stock and to the holders of any class of stock or series thereof ranking on a parity with the Series C Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets, then a pro rata portion of the full amount required to be paid upon such dissolution, liquidation or winding up shall be paid to: (i) the holders of Series C Preferred Stock; and (ii) the holders of any class of stock or series thereof ranking on a parity with the Series C Preferred Stock (including the Outstanding Parity Stock) in respect of the distribution of assets. Such pro rata portion shall be calculated upon the ratio that the total amount available for distribution to such holders bears to the total distribution required to be made on the Series C Preferred Stock and such parity stock.

Neither the merger nor consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation shall be deemed to be a dissolution, liquidation or winding up of the Corporation within the meaning of this section 4.

Written notice of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, stating a payment date and the place where the distribution amounts shall be payable, shall be given by mail, postage prepaid, at least 30 days but not more than 60 days prior to the payment date stated therein, to the holders of record of the Series C Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

5. Redemption. The Corporation shall have the right, at its option and by resolution of its Board of Directors, to redeem at any time and from time to time the Series C Preferred Stock in whole or in part, upon payment in cash in respect of each share redeemed at the redemption price of $5.50.

If less than all of the outstanding shares of the Series C Preferred Stock shall be redeemed, the particular shares to be redeemed shall be allocated among the respective holders of Series C Preferred Stock pro rata or by lot, as the Board of Directors may determine.

Notice of any redemption specifying the date fixed for said redemption and the place where the amount to be paid upon redemption is payable and containing a statement of, or reference to, the conversion right set forth in section 7 of these resolutions shall be mailed, postage prepaid, at least 30 days but not more than 60 days prior to said redemption date to the holders of record of the Series C Preferred Stock, to be redeemed at their respective addresses as the same shall appear on the books of the

D-2

Corporation. If such notice of redemption shall have been so mailed, and if on or before the redemption date specified in such notice, all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed, so as to be and continue to be available therefor, then, on and after said redemption date, notwithstanding that any certificate for shares of the Series C Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, the right to receive dividends thereon shall cease, and all rights with respect to such shares of the Series C Preferred Stock so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust the amount payable on redemption thereof, but without interest.

Shares of Series C Preferred Stock redeemed or otherwise purchased or acquired by the Corporation shall not be reissued as shares of Series C Preferred Stock but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation.

6. Voting Rights. Except as may be otherwise provided by applicable law, the Series C Preferred Stock shall be non-voting.

7. Convertibility. Shares of the Series C Preferred Stock (hereinafter in this section 7 called the “Shares”) shall be convertible into the Corporation’s Class A Common Stock on the following terms and conditions:

(a) Conversion. Subject to and upon compliance with the provisions of this section 7, the holder of any Shares may, at such holder’s option, convert any such Shares into such number of fully paid and non-assessable shares of the Class A Common Stock as are issuable pursuant to the formula set forth in subsections 7(b), (c) and (d) of this section 7 by surrendering any Shares for conversion to the Corporation at its principal office and by furnishing written notice to the Corporation at said office that such holder elects to convert in accordance with the provisions hereof. Such notice also shall state the name or names (with addresses) in which the certificate or certificates for Class A Common Stock which shall be issuable on such conversion shall be issued. Every such notice of election to convert shall constitute a contract between the holder and the Corporation, whereby such holder shall be deemed to subscribe for the number of shares of Class A Common Stock which such holder will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender such Shares and to release the Corporation from all obligations thereon, and whereby the Corporation shall be deemed to agree that the surrender of such Shares and the extinguishment of its obligations thereon shall constitute full payment for the Class A Common Stock so subscribed for and to be issued upon such conversion.

As soon as practicable after the receipt of such notice and Shares, the Corporation shall issue and shall deliver to the holder for whose account such Shares were so surrendered, or on such holder’s written order, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon the conversion of such Shares and a check or cash for the payment (if any) to which such person is entitled pursuant to subsection 7(d) hereof, together with a certificate or certificates representing the Shares, if any, which are not to be converted, but which constituted part of the Shares represented by the certificate or certificates surrendered by such holder. Such conversion shall be deemed to have been effected on the date on which the Corporation shall have received such notice and such Shares, and the person or persons in whose name or names any certificate or certificates for Class A Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby.

(b) Basic Conversion Rate. The rate at which the holder of any Shares may convert such Shares into Class A Common Stock (the “Conversion Rate”) shall be 1.45475 shares of Class A Common Stock for each Share which is surrendered for conversion, subject to adjustment as provided in subsection 7(c) hereinbelow.

(c) Conversion Rate Adjustment. The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) If the Corporation shall (i) pay a stock dividend in and on shares of its Class A Common Stock, (ii) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (iii) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Class A Common Stock any shares of its capital stock, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of any Shares surrendered for conversion after the record date fixing stockholders to be affected by such event shall be entitled to receive upon conversion the number of such shares of Class A Common Stock which such holder would have been entitled to receive after the happening of such event had such Shares been converted immediately prior to such record date. Such adjustment, if applicable, shall be made whenever any of such events shall happen, and shall also be effective retroactively as to the Shares converted between such record date and the date of the happening of any such event.

D-3

(2) In the event of any consolidation of the Corporation with or merger of the Corporation into another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, or in the case of any reorganization of the Corporation, the Corporation or the surviving entity shall have the right to require that if the holder of such Shares shall thereafter convert such Shares such conversion shall be into the kind and amount of shares of stock and other securities and property, including cash, which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted such holder’s Shares into Class A Common Stock immediately prior to such consolidation, merger, sale, conveyance, exchange, transfer or reorganization. In any such event, effective provision shall be made in the instrument effecting or providing for such consolidation, merger, sale, conveyance, exchange, transfer or reorganization so that the provisions set forth herein for the conversion rights of the holder of Shares shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock or other securities or property, including cash, deliverable after such consolidation, merger, sale, conveyance, exchange, transfer or reorganization upon the conversion. The provisions of this subsection 7(c)(2) shall similarly apply to successive consolidations, mergers, sales, conveyances, exchanges, transfers and reorganizations.

The Corporation shall provide written notice of any action contemplated pursuant to this subsection 7(c)(2) at least 10 days prior to the record date of such action, to the holders of record of the Series C Preferred Stock to their respective addresses as the same shall appear on the books of the Corporation. The Corporation shall also provide the holders of record of the Series C Preferred Stock with written notice at least 10 days prior to the record date set for the consideration of any other extraordinary business matters (provided, however, that any routine business matters including, but not limited to, the setting of record dates for (i) the declaration of regular dividends and (ii) annual stockholders’ meetings that do not require the filing of a preliminary proxy statement with the Securities and Exchange Commission or its successor shall be excluded from such notice provisions).

(3) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in such Conversion Rate; provided, however, that any adjustments which by reason of this subsection 7(c)(3) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection 7(c)(3) shall be made to the nearest cent or one-hundredth of a share, as the case may be.

(d) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any Shares. If more than one Share shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate face amount of such Shares so surrendered. If the conversion of any Shares results in a fraction, an amount equal to such fraction multiplied by the Conversion Rate, subject to adjustment as provided in subsection (c) hereof, shall be paid to such holder in cash by the Corporation.

(e) Tax. The Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in the name other than that of the holder of the Shares converted, and the Corporation shall not be required to issue or deliver any such stock certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(f) Reservation of Shares. The Corporation shall at all times reserve and keep available out of its authorized Class A Common Stock the full number of shares of Class A Common Stock deliverable upon the conversion of all outstanding Shares and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Class A Common Stock upon conversion of the Shares.

D-4

Appendix E

STATEMENT OF DESIGNATION

OF

NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C-II

OF

BANKUNITED FINANCIAL CORPORATION

WHEREAS, pursuant to Article VI of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation is authorized to divide the Corporation’s authorized Preferred Stock, $.01 par value (the “Preferred Stock”), into series and, within the limitations set forth therein, fix and determine the relative rights and preferences of the shares of any series so established;

WHEREAS, the Board of Directors desires to (i) establish a series of the Preferred Stock, designating such series “Noncumulative Convertible Preferred Stock, Series C-II,” (ii) allocate 222,223 shares of the authorized Preferred Stock to the Noncumulative Convertible Preferred Stock, Series C-II, and (iii) fix and determine the relative rights and preferences of the Noncumulative Convertible Preferred Stock, Series C-II;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby allocates a portion of the Preferred Stock to a series designated Noncumulative Convertible Preferred Stock, Series C-II (the “Series C-II Preferred Stock”), and fixes and determines the relative rights and preferences of the Series C-II Preferred Stock, as set forth below:

1. Definitions

(a) Articles of Incorporation - the Articles of Incorporation, as amended, of the Corporation as filed with the Florida Secretary of State.

(b) Board of Directors - the Board of Directors of the Corporation.

(c) The Corporation - BankUnited Financial Corporation.

(d) Common Stock - the Corporation’s Series I Class A Common Stock, $.01 par value, and Class B Common Stock, $.01 par value.

(e) Dividend Payment Date - the last day of each quarter during which a dividend on the Series C-II Preferred Stock is declared by the Board of Directors, unless such day is a non-business day, in which event such Dividend Payment Date shall be the next business day.

(f) Dividend Payment Period - a Dividend Period for which a dividend on the Series C-II Preferred Stock is declared by the Board of Directors.

(g) Dividend Period - a quarterly period for which a dividend is due and payable on the Series C-II Preferred Stock when, as and if declared by the Board of Directors, commencing on and including the first day of a quarter for which a dividend is due and payable and ending on and including the last day of such quarter, unless such day is a non-business day, in which event on the next business day.

(h) Junior Stock - the Common Stock and such other classes and/or series of equity securities which, as designated by the Board of Directors in its sole discretion, rank junior to the Series C-II Preferred Stock with respect to any one or more of the following: (i) dividend rights, (ii) rights upon liquidation, dissolution or winding up of the Corporation, (iii) redemption rights or (iv) any other rights specified by the Board of Directors.

(i) Parity Stock - any classes and/or series of equity securities which, as designated by the Board of Directors in its sole discretion, rank on a parity with the Series C-II Preferred Stock with respect to any one or more of the following: (i) dividend rights, (ii) rights upon liquidation, dissolution or winding up of the Corporation, (iii) redemption rights or (iv) any other rights specified by the Board of Directors, whether or not the dividend rates, dividend periods, or liquidation prices per share thereof are different from those of the Series C-II Preferred Stock.

E-1

(j) Passed Dividend - a dividend for a Dividend Period which the Board of Directors omits or fails to declare or determines not to declare whether or not dividends are declared on any future Dividend Payment Periods.

(k) Preferred Stock - the Corporation’s Preferred Stock, $.01 par value.

(l) Senior Stock - any classes and/or series of equity securities of the Corporation in which, as designated by the Board of Directors in its sole discretion, the holders of such classes and/or series shall be entitled to any one or more of the following: (i) dividend rights, (ii) rights upon liquidation, dissolution or winding up of the Corporation, (iii) redemption rights or (iv) any other rights specified by the Board of Directors, in preference or priority to the holders of Series C-II Preferred Stock.

(m) Series A Preferred Stock - the Corporation’s Noncumulative Convertible Preferred Stock, Series A.

(n) Series B Preferred Stock - the Corporation’s Noncumulative Convertible Preferred Stock, Series B.

(o) Series C Preferred Stock - the Corporation’s Noncumulative Convertible Preferred Stock, Series C.

2. Designation and Allocation. Of the 10,000,000 shares of Preferred Stock authorized by the Articles of Incorporation of the Corporation, 222,223 shares are hereby determined to be and shall be of a series designated as Noncumulative Convertible Preferred Stock, Series C-II.

3. Rank. The Series C-II Preferred Stock shall rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, senior to the Common Stock. The Series C-II Preferred Stock shall rank, as to dividend rights, rights upon liquidation and dissolution or winding up of the Corporation, on a parity with the Series A, Series B and Series C Preferred Stock.

The Series C-II Preferred Stock shall be subject to the future authorization and issuance of additional classes and/or series of equity securities ranking junior to, on a parity with, or senior to the Series C-II Preferred Stock with respect to any one or more of the following: (i) dividend rights, (ii) rights upon liquidation, dissolution or winding up of the Corporation, (iii) redemption rights or (iv) any other rights specified by the Board of Directors, including, without limitation, series of Preferred Stock that are cumulative as to dividends. The Board of Directors shall, in its sole discretion, determine whether any such additional classes and/or series of equity securities shall be designated as Junior Stock, Parity Stock or Senior Stock.

4. Dividends

(a) Rate and Payments. Holders of shares of the Series C-II Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors out of the funds legally available for payment, noncumulative cash dividends, payable quarterly, from the date of issue thereof at the annual rate of 8.9% ($0.801 per share). Dividends on the Series C-II Preferred Stock, when declared by the Board of Directors, shall be payable quarterly on each Dividend Payment Date.

The amount of dividends payable for any period other than a full Dividend Payment Period shall be computed on the basis of a 365-day year and the actual number of days elapsed in the period. Dividends payable for each full Dividend Period shall be computed by dividing the annual dividend rate by four.

Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Corporation on such record dates, not more than 20 calendar days and not less than 10 calendar days preceding the payment dates therefor, as are determined by the Board of Directors.

(b) Noncumulative Dividends. Dividends on the shares of Series C-II Preferred Stock shall be noncumulative, that is, if the Board of Directors omits or fails to declare or determines, in its sole discretion, not to declare a dividend for any Dividend Period, then the Corporation shall have no obligation to pay such Passed Dividend and the holders of the Series C-II Preferred Stock will have no right to, or a prior claim or preference to, the Passed Dividend, whether or not funds are or subsequently become available for the payment of such Passed Dividend.

The Board of Directors may determine, in its sole discretion, that the Corporation shall pay less than the stated amount of dividends on the Series C-II Preferred Stock for any Dividend Period notwithstanding that funds are or subsequently become available for the payment of such dividend. Any portion of a dividend for a Dividend Period not declared shall be deemed a Passed Dividend and treated as described above.

E-2

(c) Parity and Junior Stock Rights. No full dividends shall be declared and paid, or declared and set apart for payment, on any stock ranking, as to dividend rights, on a parity with the Series C-II Preferred Stock, unless full dividends shall have been or contemporaneously are declared and paid, or declared and set apart for payment, on all shares of the Series C-II Preferred Stock.

If at any time with respect to any Dividend Period, dividends are declared in part and paid in part, or declared in part and set apart for payment in part, on the Series C-II Preferred Stock, a pro rata portion shall be declared and paid, or declared and set apart for payment, on all shares of the Series C-II Preferred Stock together with any stock ranking, as to dividend rights, on a parity with the Series C-II Preferred Stock. Such pro rata portion shall be calculated based on the ratio that the total amount available for the payment of dividends on the Series C-II Preferred Stock plus such stock ranking, as to dividend rights, on a parity with the Series C-II Preferred Stock bears to the total payment of full dividends on the Series C-II Preferred Stock together with such stock ranking, as to dividend rights, on a parity with the Series C-II Preferred Stock.

Unless full dividends have been declared and paid, or declared and set apart for payment, on all outstanding shares of Series C-II Preferred Stock for the applicable Dividend Period, the Corporation shall not (i) declare any dividends on any stock ranking, as to dividend rights, junior to the Series C-II Preferred Stock (other than in other Junior Stock), (ii) redeem, purchase or otherwise acquire any stock ranking, as to dividend rights, on a parity with or junior to the Series C-II Preferred Stock, for any consideration except by conversion into or exchange for Junior Stock or (iii) pay or make available any monies, funds or other assets for any sinking fund for the redemption or purchase of any stock ranking, as to dividend rights, on a parity with or junior to the Series C-II Preferred Stock.

Holders of the Series C-II Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the dividends actually declared by the Board of Directors.

Except as expressly otherwise limited herein, and to the extent permitted by applicable law, the Board of Directors: (i) may declare and the Corporation may pay or set apart for payment dividends on any Junior Stock or Parity Stock, (ii) may make any payment on account of or set apart payment for a sinking fund or other similar fund or agreement for the purchase or other acquisition, redemption, retirement or other requirement of, or with respect to, any Junior Stock or Parity Stock or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Stock or Parity Stock, (iii) may make any distribution with respect to any Junior Stock or Parity Stock or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Stock or Parity Stock, whether directly or indirectly, and whether in cash, obligations or securities of the Corporation or other property and (iv) may purchase or otherwise acquire, redeem or retire any Junior Stock or Parity Stock or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Stock or Parity Stock; and the holders of the Series C-II Preferred Stock shall not be entitled to share or participate therein.

5. Preference on Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, after payment or provision for payment of any debts and other liabilities of the Corporation as required by law, the holders of the Series C-II Preferred Stock shall be entitled to receive $9.00 per share out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets is made to the holders of any stock ranking junior to the Series C-II Preferred Stock in the distribution of assets. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation legally available for distribution to stockholders shall be insufficient to permit payment in full of the amounts required to be paid to the holders of the Series C-II Preferred Stock together with the holders of any stock ranking on a parity with the Series C-II Preferred Stock in the distribution of assets, then a pro rata portion of the full amount required to be paid upon such liquidation, dissolution or winding up shall be paid to the holders of the Series C-II Preferred Stock together with any stock ranking on a parity with the Series C-II Preferred Stock in the distribution of assets. Such pro rata portion shall be calculated based on the ratio that the total amount available for distribution to such holders bears to the total distribution required to be made on the Series C-II Preferred Stock together with any stock ranking on a parity with the Series C-II Preferred Stock in the distribution of assets. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of the Series C-II Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation.

Neither the merger nor consolidation of the Corporation into or with any other entity or entities, nor the merger or consolidation of any other entity or entities into or with the Corporation, nor a sale, transfer, lease or exchange (for cash, securities or other consideration) of all or any part of the assets of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 5, unless such sale, transfer, lease or exchange shall be in connection with and intended to be a plan of complete liquidation, dissolution or winding up of the Corporation.

E-3

Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating a payment date and the place where the distribution amounts shall be payable, shall be given by mail, postage prepaid, at least 30 days but not more than 60 days prior to the payment date stated therein, to the holders of record of the Series C-II Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

6. Optional Redemption. The Series C-II Preferred Stock is redeemable at the option of the Corporation for cash, in whole or in part, at any time and from time to time upon payment in cash with respect to each share redeemed at $9.00 per share plus any dividends that have been declared but are unpaid as of the date of redemption to the extent that the Corporation has funds legally available therefor.

Subject to any limitations provided herein and to the extent permitted by law, the Corporation may, at its option, redeem the Series C-II Preferred Stock at any time without regard to whether or not shares of any other series of Preferred Stock are also being redeemed. If less than all of the outstanding shares of Series C-II Preferred Stock shall be redeemed, the particular shares to be redeemed shall be allocated among the respective holders of the Series C-II Preferred Stock, pro rata or by lot, as the Board of Directors may determine. The Corporation may, in its sole discretion, also determine to redeem other series of Preferred Stock without redeeming any shares of the Series C-II Preferred Stock.

Notice of any redemption specifying the date fixed for said redemption and the place where the amount to be paid upon redemption is payable shall be mailed, postage prepaid, at least 30 days but not more than 60 days prior to said redemption date, to the holders of record of the Series C-II Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. If such notice of redemption shall have been so mailed, unless default shall be made by the Corporation in providing for the payment of the redemption price, and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed, so as to be and continue to be available therefor, then, on and after said redemption date, notwithstanding that any certificate for shares of the Series C-II Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, the right to receive dividends thereon shall cease, and all rights with respect to such shares of the Series C-II Preferred Stock so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust the amount payable on redemption thereof, including any dividends that have been declared but are unpaid as of the date of redemption.

Shares of Series C-II Preferred Stock redeemed or otherwise purchased or acquired by the Corporation shall not be reissued as shares of Series C-II Preferred Stock, but shall assume the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

7. Voting Rights. Except as required by applicable law, the holders of the Series C-II Preferred Stock will not be entitled to vote for any purpose.

8. Sinking Fund. No sinking fund shall be provided for the purchase or redemption of shares of the Series C-II Preferred Stock.

E-4

9. Convertibility. Shares of the Series C-II Preferred Stock (hereinafter in this section 9 called the “Shares”) shall be convertible into the Corporation's Class A Common Stock on the following terms and conditions:

(a) Conversion. Subject to and upon compliance with the provisions of this section 9, the holder of any Shares may at such holder's option, convert any such Shares into such number of fully paid and non-assessable shares of the Class A Common Stock as are issuable pursuant to the formula set forth in subsections 9(b), (c) and (d) of this section 9 by surrendering any Shares for conversion to the Corporation at its principal office and by furnishing written notice to the Corporation at said office that such holder elects to convert in accordance with the provisions hereof. Such notice also shall state the name or names (with addresses) in which the certificate or certificates for Class A Common Stock which shall be issuable on such conversion shall be issued. Every such notice of election to convert shall constitute a contract between the holder and the Corporation, whereby such holder shall be deemed to subscribe for the number of shares of Class A Common Stock which such holder will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender such Shares and to release the Corporation from all obligations thereon, and whereby the Corporation shall be deemed to agree that the surrender of such Shares and the extinguishment of its obligations thereon shall constitute full payment for the Class A Common Stock so subscribed for and to be issued upon such conversion.

As soon as practicable after the receipt of such notice and Shares, the Corporation shall issue and shall deliver to the holder for whose account such Shares were so surrendered, or on such holder's written order, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon the conversion of such Shares and a check or cash for the payment (if any) to which such person is entitled pursuant to subsection 9(d) hereof, together with a certificate or certificates representing the Shares, if any, which are not to be converted, but which constituted part of the Shares represented by the certificate or certificates surrendered by such holder. Such conversion shall be deemed to have been effected on the date on which the Corporation shall have received such notice and such Shares, and the person or persons in whose name or names any certificate or certificates for Class A Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby.

(b) Basic Conversion Rate. The rate at which the holder of any Shares may convert such Shares into Class A Common Stock (the “Conversion Rate”) shall be 1.3225 shares of Class A Common Stock for each Share which is surrendered for conversion, subject to adjustment as provided in subsection 9(c) hereinbelow.

(c) Conversion Rate Adjustment. The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) If the Corporation shall (i) pay a stock dividend in and on shares of its Class A Common Stock, (ii) subdivide its outstanding shares of Class A Common Stock into a greater number of shares, (iii) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Class A Common Stock any shares of its capital stock, then the Conversion Rate in effect immediately prior thereto shall be adjusted so that the holder of any Shares surrendered for conversion after the record date fixing stockholders to be affected by such event shall be entitled to receive upon conversion the number of such shares of Class A Common Stock which such holder would have been entitled to receive after the happening of such event had such Shares been converted immediately prior to such record date. Such adjustment, if applicable, shall be made whenever any of such events shall happen, and shall also be effective retroactively as to the Shares converted between such record date and the date of the happening of any such event.

(2) In the event of any consolidation of the Corporation with or merger of the Corporation into another corporation, or in the event of any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to another corporation, or in the case of any reorganization of the Corporation, the Corporation or the surviving entity shall have the right to require that if the holder of such Shares shall thereafter convert such Shares such conversion shall be into the kind and amount of shares of stock and other securities and property, including cash, which would have been deliverable to such holder upon such consolidation, merger, sale, conveyance, exchange, transfer or reorganization if such holder had converted such holder's Shares into Class A Common Stock immediately prior to such consolidation, merger, sale, conveyance, exchange, transfer or reorganization. In any such event, effective provision shall be made in the instrument effecting or providing for such consolidation, merger, sale, conveyance, exchange, transfer or reorganization so that the provisions set forth herein for the conversion rights of the holder of Shares shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock or other securities or property, including cash, deliverable after such consolidation, merger, sale, conveyance, exchange, transfer or reorganization upon the conversion. The provisions of this subsection 9(c)(2) shall similarly apply to successive consolidations, mergers, sales, conveyances, exchanges, transfers and reorganizations.

E-5

The Corporation shall provide written notice of any action contemplated pursuant to this subsection 9(c)(2) at least 10 days prior to the record date of such action, to the holders of record of the Series C-II Preferred Stock to their respective addresses as the same shall appear on the books of the Corporation. The Corporation shall also provide the holders of record of the Series C-II Preferred Stock with written notice at least 10 days prior to the record date set for the consideration of any other extraordinary business matters (provided, however, that any routine business matters including, but not limited to, the setting of record dates for (i) the declaration of regular dividends and (ii) annual stockholders' meetings that do not require the filing of a preliminary proxy statement with the Securities and Exchange Commission or its successor shall be excluded from such notice provisions).

(3) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 2% in such Conversion Rate; provided, however, that any adjustments which by reason of this subsection 9(c)(3) are not required to be made, and are not made, shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection 9(c)(3) shall be made to the nearest cent or one-hundredth of a share, as the case may be.

(d) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any Shares. If more than one Share shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate face amount of such Shares so surrendered. If the conversion of any Shares results in a fraction, an amount equal to such fraction multiplied by the Conversion Rate, subject to adjustment as provided in subsection (c) hereof, shall be paid to such holder in cash by the Corporation.

(f) Tax. The Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in the name other than that of the holder of the Shares converted, and the Corporation shall not be required to issue or deliver any such stock certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(g) Reservation of Shares. The Corporation shall at all times reserve and keep available out of its authorized Class A Common Stock the full number of shares of Class A Common Stock deliverable upon the conversion of all outstanding Shares and shall take all such corporate action as may be required from time to time in order that it may validly and legally issue fully paid and non-assessable shares of Class A Common Stock upon conversion of the Shares.

11. No Other Rights. The shares of Series C-II Preferred Stock shall not have any preferences, voting powers or relative, participating, optional or other special rights except as set forth above and in the Articles of Incorporation or as otherwise required by law.

12. Amendments. The Board of Directors reserves the right to amend these resolutions in accordance with applicable law.

E-6

Appendix F

STATEMENT OF DESIGNATION

OF

8% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 1993

OF

BANKUNITED FINANCIAL CORPORATION

BankUnited Financial Corporation (the “Corporation”), a corporation organized and existing under the Florida Business Corporation Act, in accordance with the provisions of Section 607.0602 thereof and Article VI the Corporation’s Articles of Incorporation, DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, said Board of Directors acting at a meeting thereof adopted resolutions providing for the issuance of 1,610,000 shares of the Corporation’s Preferred Stock, $.01 par value, designated “8% Noncumulative Convertible Preferred Stock, Series 1993,” which resolutions are as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by the Articles of Incorporation, the Board of Directors does hereby provide for and authorize the issuance of 1,610,000 shares of the Preferred Stock, $.01 par value, of the Corporation, of the presently authorized but unissued shares of Preferred Stock (the “Preferred Stock”) to be designated “8% Noncumulative Convertible Preferred Stock, Series 1993” (the “Series 1993 Preferred Stock”). The voting powers, designations, preferences, and relative, participating, optional or other special rights of the Series 1993 Preferred Stock authorized hereunder and the qualifications, limitations and restrictions of such preferences and rights are as follows:

1. Dividends.

(a) The holders of the Series 1993 Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for payment, noncumulative cash dividends, payable quarterly in arrears, at the rate of $.80 per share per annum. Dividends, when declared on the Series 1993 Preferred Stock, shall have accrued from the date of issuance or thereafter, from the most recent date on which dividends were payable and be payable quarterly on March 31, June 30, September 30 and December 31 of each year (each a “Dividend Payment Date”), commencing on September 30, 1993; provided, however, that if any such day is a non-business day, the Dividend Payment Date will be the next business day. Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Corporation on such record dates, not more than 30 calendar days and not less than 10 calendar days preceding the Dividend Payment Date therefor, as determined by the Board of Directors (each of such dates a “Record Date”). Quarterly dividend periods (each a “Dividend Period”) shall commence on and include the first day of January, April, July and October of each year and shall end on and include the day next preceding the next following Dividend Payment Date.

(b) No full dividends shall be declared or paid or set apart for payment on any series of Preferred Stock or other capital stock of any series ranking, as to dividends or liquidation preference, on a parity (“Parity Stock”) with the Series 1993 Preferred Stock during any calendar quarter unless full dividends on the Series 1993 Preferred Stock for the Dividend Period ending during such calendar quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment. When dividends are not so paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series 1993 Preferred Stock and any other Parity Stock, dividends upon the Series 1993 Preferred Stock and dividends on such other Parity Stock payable during such calendar quarter shall be declared pro rata so that the amount of such dividends so payable per share on the Series 1993 Preferred Stock and such other Parity Stock shall in all cases bear to each other the same ratio that full dividends for the then-current calendar quarter on the shares of Series 1993 Preferred Stock (which shall not include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on shares of such other Parity Stock, bear to each other. If full dividends on the Series 1993 Preferred Stock have not been declared and paid or set apart for payment for the Dividend Payment Date falling in the then-current Dividend Period, then, with

F-1

respect to such then-current Dividend Period, the following restrictions shall be applicable: (i) no dividend or distribution, other than in shares of capital stock ranking junior to the Series 1993 Preferred Stock as to dividends or liquidation preference (“Junior Stock”), may be declared, set aside or paid on any shares of Junior Stock, (ii) the Corporation may not repurchase, redeem or otherwise acquire any shares of its Junior Stock (except by conversion into or exchange for Junior Stock) and (iii) the Corporation may not, directly or indirectly, repurchase, redeem or otherwise acquire (except by conversion into or exchange for Junior Stock) any shares of any class or series of Junior Stock or warrants, calls, options or other rights to acquire capital stock of the Corporation or other security exercisable or exchangeable into capital stock of the Corporation, otherwise than pursuant to pro rata offers to purchase or a concurrent redemption of all, or a pro rata portion, of the outstanding shares of Series 1993 Preferred Stock. Holders of the Series 1993 Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of declared noncumulative dividends, as herein provided, on the Series 1993 Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any declared dividend payment or payments on the Series 1993 Preferred Stock which may be in arrears. As used herein, the phrase “set apart” in respect of the payment of dividends shall require deposit of any funds in a bank or trust company in a separate deposit account maintained for the benefit of the holders of the Series 1993 Preferred Stock.

2. Redemption.

(a) The shares of Series 1993 Preferred Stock shall be redeemable by the Corporation, in whole or in part, at any time and from time to time from and after July 1, 1998. The shares of Series 1993 Preferred Stock shall be redeemable by the Corporation, in whole, or in part, at any time and from time to time prior to July 1, 1998 only if the Corporation’s Series I Class A Common Stock, $.01 par value (the “Class A Common Stock”), shall have a closing bid price which is at least 140% of the Conversion Price (as defined below) for any 20 consecutive trading days ending within five trading days of the giving of notice of redemption as provided for below. The Series 1993 Preferred Stock shall be redeemable by the Corporation at a price of $10.00 per share until June 30, 1998 and thereafter at the following per share prices during the twelve month period beginning July 1:

Year	Redemption Price
1998	$	10.40
1999		10.32
2000		10.24
2001		10.16
2002		10.08
2003 and thereafter		10.00

plus, in each case, an amount equal to all accrued but unpaid dividends (whether or not declared) for the then- current Dividend Period immediately preceding the date fixed for redemption (the “Redemption Date”). For purposes of this Section 2, the Conversion Price shall not give effect to adjustment for missed dividend payments pursuant to Section 3(d)(v) hereof.

(b) The Series 1993 Preferred Stock shall be redeemable by the Corporation, in accordance with applicable law, in whole or in part, upon not less than 30 nor more than 60 calendar days’ prior written notice by mail.

(c) In the event that fewer than all the outstanding shares of the Series 1993 Preferred Stock are to be redeemed as permitted by this Section (2), the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by such other method as may be approved by the Board of Directors that is required to conform to any rule or regulation of any stock exchange or automated quotation system upon which the shares of the Series 1993 Preferred Stock may at the time be listed.

(d) Notice of redemption of the Series 1993 Preferred Stock, specifying the Redemption Date and place of redemption, shall be given by first class mail to each holder of record of the shares to be redeemed, at his or her address of

F-2

record, not less than 30 nor more than 60 calendar days prior to the Redemption Date. In the event of a redemption prior to July 1, 1998, such notice shall be given not more than five business days following the expiration of the 20 consecutive trading day period specified in Section 2(a). Each such notice shall also specify the redemption price applicable to the shares to be redeemed. If less than all the shares owned by such holder are then to be redeemed, the notice shall also specify the number of shares thereof which are to be redeemed and the fact that a new certificate or certificates representing any unredeemed shares shall be issued without cost to such holder.

(e) Notice of redemption of shares of the Series 1993 Preferred Stock having been given as provided in Section 2(d), then unless the Corporation shall have defaulted in providing for the payment of the redemption price and all accrued and unpaid dividends (whether or not declared) for the then-current Dividend Period immediately preceding the Redemption Date, all rights of the holders thereof (except the right to receive the redemption price and all accrued and unpaid dividends, whether or not declared, for the then-current Dividend Period immediately preceding the Redemption Date) shall cease with respect to such shares and such shares shall not, after the Redemption Date, be deemed to be outstanding and shall not have the status of Preferred Stock. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

(f) Any shares of Series 1993 Preferred Stock which shall at any time have been redeemed or converted shall, after such redemption or conversion, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

(g) Shares of the Series 1993 Preferred Stock are not subject or entitled to the benefit of a sinking fund.

(h) Notwithstanding the foregoing, if notice of redemption shall have been given pursuant to this Section 2 and any holder of the Series 1993 Preferred Stock shall, prior to the close of business on the date three business days next preceding the Redemption Date, give written notice to the Corporation pursuant to Section 3 hereof of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Corporation), then the redemption shall not become effective as to such shares and the conversion shall become effective as provided in Section 3 below.”

3. Conversion.

(a) Subject to and upon compliance with the provisions of this Section 3, the holder of any shares of the Series 1993 Preferred Stock shall have the right, at his or her option, at any time, to convert the shares into a number of fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Corporation’s Series I Class A Common Stock, $.01 par value (the “Class A Common Stock”), equal to $10.00 for each share surrendered for conversion divided by the Conversion Price (as defined in Section 3(d) below); provided, however, that if the Corporation shall have called the Series 1993 Preferred Stock for redemption, such right shall terminate on the close of business on the third business day preceding the Redemption Date unless the Corporation has defaulted in making the payment due on the Redemption Date.

(b) (i) In order to exercise the conversion privilege, the holder of each share of the Series 1993 Preferred Stock to be converted shall surrender the certificate representing such share to the Corporation’s transfer agent for the Series 1993 Preferred Stock with the Notice of Election to Convert on the back of said certificate duly completed and signed. Unless the shares issuable on conversion are to be issued in the same name as the name in which the shares of the Series 1993 Preferred Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or his or her duly authorized attorney and by funds in an amount sufficient to pay any transfer or similar tax. The holders of shares of the Series 1993 Preferred Stock at the close of business on a Record Date shall be entitled to receive any dividend declared payable on those shares for the corresponding Dividend Period on the applicable Dividend Payment Date, notwithstanding the conversion of the shares after the Record Date.

F-3

(ii) As promptly as practicable after the surrender by a holder of the certificates for shares of the Series 1993 Preferred Stock in accordance with Section 3, the Corporation shall issue and shall deliver at the office of the transfer agent to the holder, or on his or her written order, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon the conversion of those shares in accordance with the provisions of this Section 2, and any fractional interest in respect of a share of Class A Common Stock arising upon the conversion shall be settled as provided in Section 3(c) below.

(iii) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in Section 3(b) hereof shall have been satisfied, and, the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented by those certificates at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which all of the conditions specified in Section 3(b) hereof shall have been satisfied. All shares of Class A Common Stock delivered upon conversion of the Series 1993 Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of the Series 1993 Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Class A Common Stock or other securities, cash or other assets as herein provided.

(c) No fractional shares or securities representing fractional shares of Class A Common Stock shall be issued upon conversion of the Series 1993 Preferred Stock. Any fractional interest in a share of Class A Common Stock resulting from conversion of a share of the Series 1993 Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in Section 3(d)(iv) below) of the Class A Common Stock on the Trading Day (as defined in Section 3(d)(iv) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of whole shares of Class A Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference (as such term is defined in Section 6 below) of the shares of the Series 1993 Preferred Stock so surrendered.

(d) The “Conversion Price” per share of the Series 1993 Preferred Stock shall be $10.00, subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) pay a dividend or make a distribution on its Class A Common Stock in shares of its Class A Common Stock, (2) subdivide its outstanding Class A Common Stock into a greater number of shares, or (3) combine its outstanding Class A Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be proportionately adjusted so that the holder of any share of the Series 1993 Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number and kind of shares of Class A Common Stock of the Corporation which he would have been entitled to receive had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this Section 3(d)(i) shall become effective immediately after the Record Date in the case of a dividend or distribution except as provided in Section 3(d)(viii) below, and shall become effective immediately after the effective date in the case of a subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

(ii) In case the Corporation shall issue rights or warrants to all holders of its Class A Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Class A Common Stock at a price per share less than the Current Market Price (as defined in Section 3(d)(iv) below) of the Class A Common Stock at the record date for the determination of stockholders entitled to receive the rights

F-4

or warrants, the Conversion Price in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Class A Common Stock outstanding on the date of the issuance of the rights or warrants plus the number of shares of Class A Common Stock which the aggregate offering price of the total number of shares of Class A Common Stock so offered for subscription or purchase would purchase at the Current Market Price at that record date, and of which the denominator shall be the number of shares of Class A Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Class A Common Stock for subscription or purchase. The adjustment provided for in this Section 3(d)(ii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in Section 3(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holder of the Class A Common Stock to subscribe for or purchase shares of Class A Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Class A Common Stock so offered, there shall be taken into account any consideration received by the Corporation for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iii) In case the Corporation shall distribute to all holders of its Class A Common Stock any shares of capital stock of the Corporation (other than Class A Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Corporation) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 3(d)(ii) above), then, in each such case, the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of the distribution by a fraction, the numerator of which shall be the Current Market Price of the Class A Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of that portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, applicable to one share of Class A Common Stock, and the denominator of which shall be the Current Market Price of the Class A Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in Section 3(d)(viii) below, after the record date for the determination of stockholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted. Notwithstanding the foregoing, in the event that the Corporation shall distribute rights or warrants (other than those referred to in Section 3(d)(ii) above) (“Rights”) pro rata to holders of Class A Common Stock, the Corporation may, in lieu of making any adjustment pursuant to this Section 3(d)(iii), make proper provision so that each holder of the Series 1993 Preferred Stock who converts such Series 1993 Preferred Stock (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Class A Common Stock issuable upon such conversion (the “Conversion Shares”), a number of Rights to be determined as follows: (1) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the “Distribution Date”), the same number of Rights to which a holder of a number of shares of Class A Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (2) if such conversion occurs after the Distribution Date, the same number of shares of Class A Common Stock into which the number of shares of this Series 1993 Preferred Stock so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights.

(iv) For the purpose of any computation under this Section 3, the “Current Market Price” of the Class A Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive

F-5

Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (1) the last reported sale price of the Class A Common Stock on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (2) if not quoted as described in clause (1), the mean between the high bid and low asked quotations for the Class A Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for the Class A Common Stock on at least five of the ten preceding days, or (3) if the Class A Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Class A Common Stock on the principal securities exchange on which the Class A Common Stock is listed. If the Class A Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (2) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (3) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, he last reported sale price of the Class A Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Corporation. As used herein, the term “Trading Days” means (1) if the Class A Common Stock is quoted on the Nasdaq National Market or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (2) if not quoted as described in clause (1), days on which quotations are reported by the National Quotation Bureau Incorporated, or (3) if the Class A Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(v) In the event that the Corporation shall fail to declare and pay a dividend on the Series 1993 Preferred Stock for more than three Dividend Periods (a “Dividend Default”) in any five-year period, then the Conversion Price shall be reduced by an amount equal to 75% of the first three missed dividend payments and 100% of any dividend which is not declared and paid for any subsequent Dividend Period. Notwithstanding the foregoing, if at any time subsequent to an adjustment in the Conversion Price pursuant to this Section 3(d)(v), the Corporation declares and pays dividends on the Series 1993 Preferred Stock for each Dividend Period in the five-year period commencing on the date of the adjustment, then no further adjustment in the Conversion Price pursuant to this Section 3(d)(v) shall be made until a new Dividend Default shall have occurred.

(vi) No adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least one percent in the Conversion Price; provided, however, that any adjustments which by reason of this Section 3(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this Section 3(d) (other than this Section 3(d)(vi)) not later than three years of the date of the event requiring the adjustment. All calculations under this Section 3(d) shall be made to the nearest cent or the nearest one hundredth of a share, as the case may be. Notwithstanding anything in this Section 3(d) to the contrary, the Corporation shall be entitled to make such reductions in the Conversion Price, in addition to those required by this Section 3(d), as it, in its discretion, shall determine to be advisable in order that any stock dividend, subdivision or combination of shares, distribution of capital stock or rights or warrants to purchase stock or securities, or distribution of evidence of indebtedness or assets (other than cash dividends or distributions paid from retained earnings) hereinafter made by the Corporation to its stockholders shall be a tax free distribution for federal income tax purposes.

(vii) Whenever the Conversion Price is adjusted, as herein provided, the Corporation shall promptly file with its transfer agent an officers’ certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Corporation shall prepare a notice of the adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Price to the holders of the Series 1993 Preferred Stock at their addresses as shown on the stock books of the Corporation.

F-6

(viii) In any case in which this Section 3(d) provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of the event (1) issuing to the holder of any share of the Series 1993 Preferred Stock converted after the record date and before the occurrence of the event, the additional shares of Class A Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Class A Common Stock issuable upon such conversion before giving effect to the adjustment and (2) paying to the holder any amount in cash in lieu of any fractional share pursuant to Section 3(c) above.

(e) If:

(i) the Corporation shall authorize the granting to the holders of the Class A Common Stock or rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(ii) there shall be any reclassification of the Class A Common Stock (other than a subdivision or combination of the outstanding Class A Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Corporation is a party, and for which approval of any stockholders of the Corporation is required, or any sale or transfer of all or substantially all the assets of the Corporation; or

(iii) there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent, and shall cause to be mailed to the holders of shares of the Series 1993 Preferred Stock at their addresses as shown on the stock books of the Corporation, at least 15 days prior to the applicable date hereinafter specified, a notice stating (1) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (2) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their shares of Class A Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this Section 3(e).

(f) (i) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Class A Common Stock or its issued shares of Class A Common Stock held by its treasury, or both, for the purpose of effective conversions of the Series 1993 Preferred Stock the full number of shares of Class A Common Stock deliverable upon the conversion of all outstanding shares of the Series 1993 Preferred Stock not theretofore converted. For purposes of this Section 3(f), the number of shares of Class A Common Stock which shall be deliverable upon the conversion of all outstanding shares of the Series 1993 Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Class A Common Stock deliverable upon conversion of the Series 1993 Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Class A Common Stock at the adjusted Conversion Price.

F-7

(iii) The Corporation will endeavor to list the shares of Class A Common Stock or other securities required to be delivered upon conversion of the Series 1993 Preferred Stock, prior to the delivery, upon each national securities exchange or the Nasdaq National Market, if any, upon which the outstanding Class A Common Stock or other securities are listed at the time of delivery.

(iv) Prior to the delivery of any Class A Common Stock or other securities which the Corporation shall be obligated to deliver upon conversion of the Series 1993 Preferred Stock, the Corporation will endeavor, in good faith and as expeditiously as possible, to take all reasonable measures to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Class A Common Stock or other securities on conversion of the Series 1993 Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Class A Common Stock or other securities in a name other than that of the holder of the Series 1993 Preferred Stock to be converted and no such issue or delivery shall be made unless and until the person requesting the issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that the tax has been paid.

(h) In case of any reclassification or similar change of outstanding shares of Class A Common Stock (other than change in par value, or as a result of subdivision or combination), or in case of any consolidation of the Corporation with, or merger of the Corporation with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Class A Common Stock or any sale or transfer of all or substantially all of the assets of the Corporation, each holder of shares of the Series 1993 Preferred Stock then outstanding shall have the right thereafter to convert the shares of the Series 1993 Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Class A Common Stock issuable upon the conversion of the shares of the Series 1993 Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

4. Preemptive Rights. Shares of the Series 1993 Preferred Stock are not entitled to any preemptive rights to acquire any unissued shares of any capital stock of the Corporation, now or hereafter authorized, or any other securities of the Corporation, whether or not convertible into shares of capital stock of the Corporation or carrying a right to subscribe to or acquire any such shares of capital stock.

5. Voting. Except as required by law, the shares of the Series 1993 Preferred Stock shall not have any voting powers, either general or special, except as follows:

(a) So long as any shares of the Series 1993 Preferred Stock are outstanding, if the Corporation shall have failed to declare and pay dividends on all outstanding shares of the Series 1993 Preferred Stock for six Dividend Periods, whether or not consecutive, the number of directors of the Corporation shall automatically be increased by two and the holders of the Series 1993 Preferred Stock shall have the right, voting together as a class and separately from all other classes and series, to elect such two additional directors. The right of the holders of the Series 1993 Preferred Stock to elect such members of the Board of Directors as aforesaid shall continue until dividends have been declared and paid on the Series 1993 Preferred Stock for four consecutive Dividend Periods. If at any time thereafter should the Corporation fail to declare and pay dividends on all outstanding shares of the Series 1993 Preferred Stock for four Dividend Periods, whether or not consecutive, the voting right described in this Section 5(a) shall vest until dividends shall have been declared and paid on the Series 1993 Preferred Stock for four consecutive Dividend Periods. Whenever the voting right described in this Section 5(a) shall have vested in the holders of the Series 1993 Preferred Stock, the right may be exercised initially either at a special meeting of the holders of the Series 1993 Preferred Stock, called as hereinafter provided, or at any annual meeting of stockholders held for the purpose of electing directors and thereafter at each successive annual meeting.

F-8

(b) At any time when the voting right of the Series 1993 Preferred Stock provided in Section 5(a) above shall have become operative and shall not have been exercised, or for the purpose of the removal of a director as set forth in Section 5(d) below, a proper officer of the Corporation shall, upon the written request of the holders of record of at least 10% of the shares of the Series 1993 Preferred Stock then outstanding addressed to the Secretary of the Corporation, call a special meeting of the holders of the Series 1993 Preferred Stock for the purpose of electing the additional directors to be elected by the holders of the Series 1993 Preferred Stock or removing any such director, as the case may be. Such meeting shall be held at the earliest practicable date upon the notice (and at the place) required for annual meetings of stockholders. Such notice shall comply with the requirements of all applicable laws and shall set forth the purposes of such meeting. If such meeting shall not be called by the proper officer of the Corporation within 20 days after the personal service of such written request upon the Secretary of the Corporation, or within 20 days after mailing the same within the United States by registered or certified mail enclosed in a postage-paid envelope addressed to the Secretary of the Corporation at its principal office, then the holders of record of at least 10% of the shares of the Series 1993 Preferred Stock then outstanding may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by the person so designated upon the notice (and at the place) required for annual meetings of stockholders.

(c) Unless otherwise required by law, directors elected by the holders of the Series 1993 Preferred Stock shall not become members of any of the three classes of directors otherwise required by the Articles of Incorporation and Bylaws of the Corporation with respect to the remaining directors elected by other classes or series of stock entitled to vote therefor, but shall, subject to Section 5(e) below, serve until the next annual meeting or until their respective successors shall be elected and shall qualify. All rights of the holders of the Series 1993 Preferred Stock to elect such directors shall continue in effect until the Corporation has declared and paid dividends for four consecutive Dividend Periods as provided in Section 5(b) above. At such time as such condition has been met, the voting rights of the holders of the Series 1993 Preferred Stock shall, without further action, terminate, subject to revesting in the event of each and every subsequent failure of the Corporation to declare and pay such dividends for the requisite number of Dividend Periods described above.

(d) The term of office of all directors elected by the holders of the Series 1993 Preferred Stock in office at any time when the aforesaid voting right is vested in such holders shall terminate upon the election of their successors at any meeting of stockholders held for the purpose of selecting directors, provided, however, without further action, and unless required by law, any director that shall have been elected by holders of the Series 1993 Preferred Stock as provided herein may be removed at any time, either with or without cause, by affirmative vote of the holders of record of a majority of outstanding shares of the Series 1993 Preferred Stock, voting separately as one class, at a duly held meeting of the holders of the Series 1993 Preferred Stock called pursuant to the provisions set forth in Section 5(b).

(e) Upon the later of any termination of the aforesaid voting right in accordance with the foregoing provisions or the expiration of the minimum term of office required by law, the term of office of all directors elected by the holders of the Series 1993 Preferred Stock pursuant thereto then in office shall, without further action, thereupon terminate unless otherwise required by law. Upon such termination, the number of directors constituting the Board of Directors of the Corporation shall, without further action, be reduced by two, subject always to the increase of the number of directors pursuant to the provisions of this Section 5(e) in the case of the future right of such holders of the Series 1993 Preferred Stock to elect directors as provided herein.

(f) Unless otherwise required by law, in case of any vacancy occurring among the directors so elected, the remaining director may appoint a successor to hold office for the unexpired term of the director whose place shall be vacant, and if all directors so elected shall cease to serve as directors before their term shall expire, the holders of the Series 1993 Preferred Stock then outstanding may, at a meeting of such holders duly held, elect successors to hold office for the unexpired terms of the directors whose places shall be vacant.

(g) The directors elected by the holders of the Series 1993 Preferred Stock in accordance with the provisions of this Section 5 shall be entitled to one vote per director on any matter, and otherwise to same rights and privileges as all other directors of the Corporation.

(h) So long as any shares of the Series 1993 Preferred Stock are outstanding, the Articles of Incorporation and Bylaws of the Corporation shall contain provisions ensuring that the number of directors of the Corporation shall at all times be

F-9

such that the exercise by the holder of shares of the Series 1993 Preferred Stock of the right to elect directors under the circumstances provided in this Section 5 will not contravene any provisions of the Corporation's Articles of Incorporation or Bylaws.

(i) Unless the vote or consent of the holders of a greater number of shares is required by law, the consent of the holders of at least a majority of all of the shares of the Series 1993 Preferred Stock at the time outstanding given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, on which matter the holders of shares of the Series 1993 Preferred Stock shall vote together as a separate class, shall be necessary to authorize, effect or validate any amendment, alteration or repeal of any of the provisions of the Articles of Incorporation of the Corporation or of any certificate, amendatory or supplemental thereto, which amendment, alteration or repeal would, if effected, adversely affect the powers, preferences, rights or privileges of the Series 1993 Preferred Stock.

(j) Unless the vote or consent of the holders of a greater number of shares is required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series 1993 Preferred Stock at the time outstanding given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, on which matter the holders of shares of the Series 1993 Preferred Stock shall vote together as a separate class, shall be necessary to create, authorize, issue or increase the authorized or issued amount of any class or series of any equity securities of the Corporation, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of the Corporation, ranking senior to the Series 1993 Preferred Stock either as to payment of dividends or rights upon liquidation.

(k) Notwithstanding anything to the contrary set forth herein, the creation or issuance of Parity Stock or Junior Stock with respect to the payment of dividends or rights upon liquidation, a merger, consolidation, reorganization or other business combination in which the Corporation is not the surviving entity, or an amendment that increases the number of authorized shares of Preferred Stock or increases the number of authorized shares of a series of Preferred Stock constituting Junior Stock or Parity Stock shall not be considered to be an adverse change to the terms of the Series 1993 Preferred Stock and shall not require a vote or the consent of the holders of the Series 1993 Preferred Stock.

6. Liquidation Rights.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the shares of the Series 1993 Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders under applicable law, before any payment or distribution of assets shall be made on the Class A Common Stock or on any other class or series of capital stock of the Corporation ranking junior to the Series 1993 Preferred Stock upon liquidation, the amount of $10.00 per share, in the event of an involuntary liquidation and the applicable redemption price as set forth in Section 2 hereof, in the event of a voluntary liquidation (the “Liquidation Preference”), plus a sum equal to all dividends accrued on such shares (whether or not declared) for and unpaid for the then current Dividend Period. The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation shall not be deemed a dissolution, liquidation or winding up of the Corporation for the purposes of this Section 6, nor shall the merger or consolidation of the Corporation into or with any other corporation or association or the merger or consolidation of any other corporation or association into or with the Corporation, be deemed to be a dissolution, liquidation or winding up of the Corporation for the purposes of this Section 6.

(b) After the payment in cash (in New York Clearing House funds or its equivalent) to the holders of the shares of the Series 1993 Preferred Stock of the full preferential amounts for the shares of the Series 1993 Preferred Stock, as set forth in Section 6(a) above, the holders of the Series 1993 Preferred Stock as such shall have no further right or claim to any of the remaining assets of the Corporation.

(c) In the event the assets of the Corporation available for distribution to the holders of shares of the Series 1993 Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 6(a) above, no distribution shall be made on account of any shares of any other series of Preferred Stock or any other class of capital stock of the Corporation ranking on a parity with the shares of the Series 1993 Preferred Stock upon such liquidation, dissolution or

F-10

winding up unless proportionate amounts shall be paid on account of the shares of the Series 1993 Preferred Stock, ratably, in proportion to the full amounts to which holders of all such shares which are on a parity with the shares of the Series 1993 Preferred Stock are respectively entitled upon such dissolution, liquidation or winding up.

7. Rank. The Series 1993 Preferred Stock shall rank senior as to payment of dividends and rights upon liquidation to all classes and series of capital stock of the Corporation outstanding as of May 24, 1993. Unless the Corporation shall have obtained the consent of the holders as provided in Section 6 above, the Corporation shall not issue any other series of Preferred Stock ranking senior to the Series 1993 Preferred Stock as to the payment of dividends or rights upon liquidation or any other series of any equity securities ranking senior to the Series 1993 Preferred Stock as to the payment of dividends or rights upon liquidation. The Corporation may issue shares of Preferred Stock or other capital stock ranking junior to or on a parity with the Series 1993 Preferred Stock as to the payment of dividends or rights upon liquidation. For purposes of this statement of designation, any capital stock of any series or class of the Corporation shall be deemed to rank:

(a) senior to the shares of the Series 1993 Preferred Stock, as to dividends or upon liquidation, if the holders of such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of the shares of the Series 1993 Preferred Stock;

(b) on a parity with shares of the Series 1993 Preferred Stock, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series 1993 Preferred Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of the Series 1993 Preferred Stock; and

(c) junior to shares of the Series 1993 Preferred Stock, as to dividends or upon liquidation, if such stock shall be Class A Common Stock or if the holders of shares of the Series 1993 Preferred Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such series or class.

8. Reports and Notices. So long as any shares of the Series 1993 Preferred Stock shall be outstanding, the Corporation shall provide to the holder or holders of such shares copies of all annual, quarterly and other reports of the Corporation and copies of all stockholder notices of the Corporation when and as furnished to the holders of the Class A Common Stock.

F-11

Appendix G

STATEMENT OF DESIGNATION

OF

9% NONCUMULATIVE PERPETUAL Preferred Stock

OF

BANKUNITED FINANCIAL CORPORATION

BankUnited Financial Corporation (the “Corporation”), a corporation organized and existing under the Florida Business Corporation Act, in accordance with the provisions of Section 607.0602 thereof and Article VI of the Corporation’s Articles of Incorporation, DOES HEREBY CERTIFY:

That, pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, said Board of Directors acting at a meeting thereof adopted resolutions providing for the issuance of 2,300,000 shares of the Corporation’s Preferred Stock, $.01 par value, designated “9% Noncumulative Perpetual Preferred Stock,” which resolutions are as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by the Articles of Incorporation, the Board of Directors does hereby provide for and authorize the issuance of 2,300,000 shares of the Preferred Stock, $.01 par value, of the Corporation, of the presently authorized but unissued shares of Preferred Stock (the “Preferred Stock”) to be designated “9% Noncumulative Perpetual Preferred Stock” (the “Perpetual Preferred Stock”). The voting powers, designations, preferences, and relative, participating, optional or other special rights of the Perpetual Preferred Stock authorized hereunder and the qualifications, limitations and restrictions of such preferences and rights are as follows:

1. Dividends.

(a) The holders of the Perpetual Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for payment, noncumulative cash dividends, payable quarterly in arrears, at the rate of $.90 per share per annum. Dividends, when declared on the Perpetual Preferred Stock, shall have accrued from the date of issuance or thereafter, from the most recent date on which dividends were payable and shall be payable quarterly on March 31, June 30, September 30 and December 31 of each year (each a “Dividend Payment Date”), commencing on March 31, 1994; provided, however, that if any such day is a non-business day, the Dividend Payment Date will be the next business day. Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Corporation on such record dates, not more than 30 calendar days and not less than 10 calendar days preceding the Dividend Payment Date therefor, as determined by the Board of Directors (each of such dates a “Record Date”). Quarterly dividend periods (each a “Dividend Period”) shall commence on and include the first day of January, April, July and October of each year and shall end on and include the day next preceding the next following Dividend Payment Date.

(b) No full dividends shall be declared or paid or set apart for payment on any series of Preferred Stock or other capital stock of any series ranking, as to dividends or liquidation preference, on a parity (“Parity Stock”) with the Perpetual Preferred Stock during any calendar quarter unless full dividends on the Perpetual Preferred Stock for the Dividend Period ending during such calendar quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment. When dividends are not so paid in full (or a sum sufficient for such full payment is not so set apart) upon the Perpetual Preferred Stock and any other Parity Stock, dividends upon the Perpetual Preferred Stock and dividends on such other Parity Stock payable during such calendar quarter shall be declared pro rata so that the amount of such dividends so payable per share on the Perpetual Preferred Stock and such other Parity Stock shall in all cases bear to each other the same ratio that full dividends for the then-current calendar quarter on the shares of Perpetual Preferred Stock (which shall not include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on shares of such other Parity Stock, bear to each other. If full dividends on the Perpetual Preferred Stock have not been declared and paid or set aside for payment for the Dividend Payment Date falling in the then-current Dividend Period, then, with respect to such then-current

G-1

Dividend Period, the following restrictions shall be applicable: (i) no dividend or distribution, other than in shares of capital stock ranking junior to the Perpetual Preferred Stock as to dividends or liquidation preference (“Junior Stock”), may be declared, set aside or paid on any shares of Junior Stock, (ii) the Corporation may not repurchase, redeem or otherwise acquire any shares of its Junior Stock (except by conversion into or exchange for Junior Stock) and (iii) the Corporation may not, directly or indirectly, repurchase, redeem or otherwise acquire (except by conversion into or exchange for Junior Stock) any shares of any class or series of Junior Stock or warrants, calls, options or other rights to acquire capital stock of the Corporation or other security exercisable or exchangeable into capital stock of the Corporation, otherwise than pursuant to pro rata offers to purchase or a concurrent redemption of all, or a pro rata portion, of the outstanding shares of Perpetual Preferred Stock. Holders of the Perpetual Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of declared noncumulative dividends, as herein provided, on the Perpetual Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any declared dividend payment or payments on the Perpetual Preferred Stock which may be in arrears. As used herein, the phrase “set apart” in respect of the payment of dividends shall require deposit of any funds in a bank or trust Corporation in a separate deposit account maintained for the benefit of the holders of the Perpetual Preferred Stock.

2. Redemption.

(a) The shares of Perpetual Preferred Stock shall be redeemable by the Corporation, in whole or in part, at any time and from time to time from and after September 30, 1998 at a price of $10.00 per share plus an amount equal to all accrued but unpaid dividends (whether or not declared) for the then current Dividend Period immediately preceding the date fixed for redemption (the “Redemption Date”).

(b) The Perpetual Preferred Stock shall be redeemable by the Corporation, in accordance with applicable law, in whole or in part, upon not less than 30 nor more than 60 calendar days’ prior written notice by mail.

(c) In the event that fewer than all the outstanding shares of the Perpetual Preferred Stock are to be redeemed as permitted by this Section 2, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by such other method as may be approved by the Board of Directors that is required to conform to any rule or regulation of any stock exchange or automated quotation system upon which the shares of the Perpetual Preferred Stock may at the time be listed.

(d) Notice of redemption of the Perpetual Preferred Stock, specifying the Redemption Date and place of redemption, shall be given by first class mail to each holder of record of the shares to be redeemed, at his or her address of record, not less than 30 nor more than 60 calendar days prior to the Redemption Date. If less than all the shares owned by such holder are then to be redeemed, the notice shall also specify the number of shares thereof which are to be redeemed and the fact that a new certificate or certificates representing any unredeemed shares shall be issued without cost to such holder.

(e) Notice of redemption of shares of the Perpetual Preferred Stock having been given as provided in Section 2(d), then unless the Corporation shall have defaulted in providing for the payment of the redemption price and all accrued and unpaid dividends (whether or not declared) for the then-current Dividend Period immediately preceding the Redemption Date, all rights of the holders thereof (except the right to receive the redemption price and all accrued and unpaid dividends, whether or not declared, for the then-current Dividend Period immediately preceding the Redemption Date) shall cease with respect to such shares and such shares shall not, after the Redemption Date, be deemed to be outstanding and shall not have the status of Perpetual Preferred Stock. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

(f) Any shares of Perpetual Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

(g) Shares of the Perpetual Preferred Stock are not subject or entitled to the benefit of a sinking fund.”

G-2

3. Preemptive Rights. Holders of the Perpetual Preferred Stock are not entitled to any preemptive rights to acquire any unissued shares of any capital stock of the Corporation, now or hereafter authorized, or any other securities of the Corporation, whether or not convertible into shares of capital stock of the Corporation or carrying a right to subscribe to or acquire any such shares of capital stock.

4. Voting. Except as required by law, the shares of the Perpetual Preferred Stock shall not have any voting powers, either general or special, except as follows:

(a) So long as any shares of the Perpetual Preferred Stock are outstanding, if the Corporation shall have failed to declare and pay dividends on all outstanding shares of the Perpetual Preferred Stock for six Dividend Periods, whether or not consecutive, the number of directors of the Corporation shall automatically be increased by two and the holders of the Perpetual Preferred Stock shall have the right, voting separately as a class (together with the holders of shares of Parity Stock, if any, upon which like voting rights have been conferred and are exercisable), to elect such two additional directors. The right of the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) to elect such members of the Board of Directors as aforesaid shall continue until dividends have been declared and paid on the Perpetual Preferred Stock for four consecutive Dividend Periods. If at any time thereafter should the Corporation fail to declare and pay dividends on all outstanding shares of the Perpetual Preferred Stock for four Dividend Periods, whether or not consecutive, the voting right described in this Section 4(a) shall vest until dividends shall have been declared and paid on the Perpetual Preferred Stock for four consecutive Dividend Periods. Whenever the voting right described in this Section 4(a) shall have vested in the holders of the Perpetual Preferred Stock, the right may be exercised initially either at a special meeting of the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights), called as hereinafter provided, or at any annual meeting of stockholders held for the purpose of electing directors and thereafter at each successive annual meeting.

(b) At any time when the voting right of the Perpetual Preferred Stock provided in Section 4(a) above shall have become operative and shall not have been exercised, or for the purpose of the removal of a director as set forth in Section 4(d) below, a proper officer of the Corporation shall, upon the written request of the holders of record of at least 10% of the shares of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) then outstanding addressed to the Secretary of the Corporation, call a special meeting of the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) for the purpose of electing the additional directors to be elected by such holders or removing any such director, as the case may be. Such meeting shall be held at the earliest practicable date upon the notice (and at the place) required for annual meetings of stockholders. Such notice shall comply with the requirements of all applicable laws and shall set forth the purposes of such meeting. If such meeting shall not be called by the proper officer of the Corporation within 20 days after the personal service of such written request upon the Secretary of the Corporation, or within 20 days after mailing the same within the United States by registered or certified mail enclosed in a postage-paid envelope addressed to the Secretary of the Corporation at its principal office, then the holders of record of at least 10% of the shares of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) then outstanding may designate in writing one of their members to call such meeting at the expense of the Corporation, and such meeting may be called by the person so designated upon the notice (and at the place) required for annual meetings of stockholders.

(c) Unless otherwise required by law, directors elected by the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) shall not become members of any of the three classes of directors otherwise required by the Articles of Incorporation and Bylaws of the Corporation with respect to the remaining directors elected by other classes or series of stock entitled to vote therefor, but shall, subject to Section 4(e) below, serve until the next annual meeting or until their respective successors shall be elected and shall qualify. All rights of the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) to elect such directors shall continue in effect until the Corporation has declared and paid dividends for four consecutive Dividend Periods as provided in Section 4(b) above. At such time as such condition has been met, the voting rights of such holders shall, without further action, terminate, subject to revesting in the event of each and every subsequent failure of the Corporation to declare and pay such dividends for the requisite number of Dividend Periods described above.

(d) The term of office of all directors elected by the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) in office at any time when the aforesaid voting right is vested in such holders shall terminate upon the election of their successors at any meeting of stockholders held for the purpose of selecting directors; provided,

G-3

however, without further action, and unless required by law, any director that shall have been elected by such holders as provided herein may be removed at any time, either with or without cause, by affirmative vote of the holders of record of a majority of outstanding shares of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights), voting separately as one class, at a duly held meeting of such holders called pursuant to the provisions set forth in Section 4(b).

(e) Upon the later of any termination of the aforesaid voting right in accordance with the foregoing provisions or the expiration of the minimum term of office required by law, the term of office of all directors elected by the holders of the Perpetual Preferred Stock (and Parity Stock, if any, with parity voting rights) pursuant thereto then in office shall, without further action, thereupon terminate unless otherwise required by law. Upon such termination, the number of directors constituting the Board of Directors of the Corporation shall, without further action, be reduced by two, subject always to the increase of the number of directors pursuant to the provisions of this Section 4(e) in the case of the future right of such holders to elect directors as provided herein.

(f) Unless otherwise required by law, in case of any vacancy occurring among the directors so elected, the remaining director may appoint a successor to hold office for the unexpired term of the director whose place shall be vacant, and if all directors so elected shall cease to serve as directors before their term shall expire, the holders of the Perpetual Preferred Stock then outstanding (and any Parity Stock, if any, with parity voting rights) may, at a meeting of such holders duly held, elect successors to hold office for the unexpired terms of the directors whose places shall be vacant.

(g) The directors elected by the holders of the Perpetual Preferred Stock (and any Parity Stock, if any, with parity voting rights) in accordance with the provisions of this Section 4 shall be entitled to one vote per director on any matter, and otherwise to same rights and privileges as all other directors of the Corporation.

(h) So long as any shares of the Perpetual Preferred Stock are outstanding, the Articles of Incorporation and Bylaws of the Corporation shall contain provisions ensuring that the number of directors of the Corporation shall at all times be such that the exercise by the holders of shares of the Perpetual Preferred Stock of the right to elect directors under the circumstances provided in this Section 4 will not contravene any provisions of the Corporation’s Articles of Incorporation or Bylaws.

(i) Unless the vote or consent of the holders of a greater number of shares is required by law, the consent of the holders of at least a majority of all of the shares of the Perpetual Preferred Stock at the time outstanding given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, on which matter the holders of shares of the Perpetual Preferred Stock shall vote together as a separate class, shall be necessary to authorize, effect or validate any amendment, alteration or repeal of any of the provisions of the Articles of Incorporation of the Corporation or of any certificate, amendatory or supplemental thereto, which amendment, alteration or repeal would, if effected, adversely affect the powers, preferences, rights or privileges of the Perpetual Preferred Stock.

(j) Unless the vote or consent of the holders of a greater number of shares is required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Perpetual Preferred Stock at the time outstanding given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, on which matter the holders of shares of the Perpetual Preferred Stock shall vote together as a separate class (together with the holders of shares of Parity Stock, if any, upon which like voting rights have been conferred and are exercisable), shall be necessary to create, authorize, issue or increase the authorized or issued amount of any class or series of any equity securities of the Corporation, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of the Corporation, ranking senior to the Perpetual Preferred Stock either as to payment of dividends or rights upon liquidation.

(k) Notwithstanding anything to the contrary set forth herein, the creation or issuance of Parity Stock or Junior Stock with respect to the payment of dividends or rights upon liquidation, a merger, consolidation, reorganization or other business combination in which the Corporation is not the surviving entity, or an amendment that increases the number of authorized shares of Preferred Stock or increases the number of authorized shares of a series of Preferred Stock constituting Junior Stock or Parity Stock shall not be considered to be an adverse change to the terms of the Perpetual Preferred Stock and shall not require a vote or the approval of the holders of the Perpetual Preferred Stock.

G-4

5. Liquidation Rights.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the shares of the Perpetual Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders under applicable law, before any payment or distribution of assets shall be made on any class or series of capital stock of the Corporation ranking junior to the Perpetual Preferred Stock upon liquidation, the amount of $10.00 per share, in the event of a voluntary or involuntary liquidation (the “Liquidation Preference”), plus a sum equal to all dividends declared but unpaid for the then-current Dividend Period. For purposes of this Section 5, the merger or consolidation of the Corporation into or with any other corporation or association, the merger or consolidation of any other corporation or association into or with the Corporation, or the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation shall not be deemed a dissolution, liquidation or winding up of the Corporation, unless such sale, conveyance, exchange or transfer shall be in connection with and intended to be a plan of complete liquidation, dissolution or winding up of the Corporation.

(b) After the payment in cash (in New York Clearing House funds or its equivalent) to the holders of the shares of the Perpetual Preferred Stock of the full preferential amounts for the shares of the Perpetual Preferred Stock, as set forth in Section 5(a) above, the holders of the Perpetual Preferred Stock as such shall have no further right or claim to any of the remaining assets of the Corporation.

(c) In the event the assets of the Corporation available for distribution to the holders of shares of the Perpetual Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 5(a) above, no distribution shall be made on account of any shares of any other series of Preferred Stock or any other class of capital stock of the Corporation ranking on a parity with the shares of the Perpetual Preferred Stock upon such liquidation, dissolution or winding up unless proportionate amounts shall be paid on account of the shares of the Perpetual Preferred Stock, ratably, in proportion to the full amounts to which holders of all such shares which are on a parity with the shares of the Perpetual Preferred Stock are respectively entitled upon such dissolution, liquidation or winding up.

6. Rank. The Perpetual Preferred Stock shall rank on a parity with the 8% Noncumulative Convertible Preferred Stock, Series 1993 and senior to the Class A Common Stock, Class B Common Stock, Noncumulative Convertible Preferred Stock, Series A, Noncumulative Convertible Preferred Stock, Series B, Noncumulative Convertible Preferred Stock, Series C and Noncumulative Convertible Preferred Stock, Series C-II of the Corporation as to payment of dividends and rights upon liquidation. Unless the Corporation shall have obtained the consent of the holders as provided in Section 4 above, the Corporation shall not issue any other series of Preferred Stock ranking senior to the Perpetual Preferred Stock as to the payment of dividends or rights upon liquidation or any other series of any equity securities ranking senior to the Perpetual Preferred Stock as to the payment of dividends or rights upon liquidation. The Corporation may issue shares of Preferred Stock or other capital stock ranking junior to or on a parity with the Perpetual Preferred Stock as to the payment of dividends or rights upon liquidation without the consent of the holders of the Perpetual Preferred Stock. For purposes of this Section 6, any capital stock of any series or class of the Corporation shall be deemed to rank:

(a) senior to the shares of the Perpetual Preferred Stock, as to dividends or upon liquidation, if the holders of such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of the shares of the Perpetual Preferred Stock;

(b) on a parity with shares of the Perpetual Preferred Stock, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Perpetual Preferred Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of the Perpetual Preferred Stock; and

G-5

(c) junior to shares of the Perpetual Preferred Stock, as to dividends or upon liquidation, if the holders of shares of the Perpetual Preferred Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such series or class.

G-6

APPENDIX H

STATEMENT OF DESIGNATION

OF

8% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 1996

OF

BANKUNITED FINANCIAL CORPORATION

BankUnited Financial Corporation (the “Corporation”), a corporation organized and existing under the Florida Business Corporation Act, in accordance with the provisions of Section 607.0602 thereof and Article VI the Corporation’s Articles of Incorporation, DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, said Board of Directors acting at a meeting thereof adopted resolutions providing for the issuance of 1,000,000 shares of the Corporation’s Preferred Stock, $.01 par value, “8% Noncumulative Convertible Preferred Stock, Series 1996,” which resolutions are as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by the Articles of Incorporation, the Board of Directors does hereby provide for and authorize the issuance of 1,000,000 shares of the Preferred Stock, $.01 par value, of the Corporation, of the presently authorized but unissued shares of Preferred Stock (the “Preferred Stock”) to be designated “8% Noncumulative Convertible Preferred Stock, Series 1996” (the “Series 1996 Preferred Stock”). The number of shares constituting the Series 1996 Preferred Stock may be increased or decreased from time to time by a vote of not less than a majority of the Board of Directors of the Corporation then in office; provided, that no decrease shall reduce the number of shares of the Series 1996 Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of any outstanding options, rights or warrants to purchase Series 1996 Preferred Stock or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of the Series 1996 Preferred Stock. The voting powers, designations, preferences, and relative, participating, optional or other special rights of the Series 1996 Preferred Stock authorized hereunder and the qualifications, limitations and restrictions of such preferences and rights are as follows:

1. Dividends.

(a) The holders of the Series 1996 Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for payment, noncumulative cash dividends, payable quarterly in arrears, at the rate of $1.20 per share per annum. Dividends, when declared on the Series 1996 Preferred Stock, shall have accrued from the date of issuance or thereafter, from the most recent date on which dividends were payable and be payable quarterly on March 31, June 30, September 30 and December 31 of each year (each a “Dividend Payment Date”), commencing on December 31, 1996; provided, however, that if any such day is a non-business day, the Dividend Payment Date will be the next business day. Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Corporation on such record dates, not more than 30 calendar days and not less than 10 calendar days preceding the Dividend Payment Date therefor, as determined by the Board of Directors (each of such dates a “Record Date”). Quarterly dividend periods (each a “Dividend Period”) shall commence on and include the first day of January, April, July and October of each year and shall end on and include the day next preceding the next following Dividend Payment Date. Dividends payable on the Series 1996 Preferred Stock for any period greater or less than a full Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series 1996 Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by four.

(b) No full dividends shall be declared, paid or set apart for payment on any series of Preferred Stock or other capital stock of any series ranking, as to dividends or liquidation preference, on a parity (“Parity Stock”) with the Series 1996 Preferred Stock during any calendar quarter unless full dividends on the Series 1996 Preferred Stock for the Dividend Period ending during such calendar quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment. When dividends are not so paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series 1996 Preferred Stock and any other Parity Stock, dividends upon

H-1

the Series 1996 Preferred Stock and dividends on such other Parity Stock payable during such calendar quarter shall be declared pro rata so that the amount of such dividends so payable per share on the Series 1996 Preferred Stock and such other Parity Stock shall in all cases bear to each other the same ratio that full dividends for the then-current calendar quarter on the shares of Series 1996 Preferred Stock (which shall not include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on shares of such other Parity Stock, bear to each other. The Corporation shall not declare, pay or set apart funds for any dividend or other distribution, other than in shares of capital stock ranking junior to the Series 1996 Preferred Stock as to dividends or liquidation preference (“Junior Stock”), on any shares of Junior Stock or repurchase, redeem or otherwise acquire through a sinking fund or otherwise, or set apart funds for the repurchase, redemption or other acquisition of, any shares of Junior Stock (except by conversion into or exchange for Junior Stock), unless (i) all declared and unpaid dividends with respect to the Series 1996 Preferred Stock have been paid, or funds have been set apart for payment of such dividends and (ii) the Corporation has declared a cash dividend on the Series 1996 Preferred Stock at the annual dividend rate for the then-current Dividend Period and sufficient funds have been set apart for payment of such dividends. Holders of the Series 1996 Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of declared noncumulative dividends, as herein provided, on the Series 1996 Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any declared dividend payment or payments on the Series 1996 Preferred Stock which may be in arrears. As used herein, the phrase “set apart” in respect of the payment of dividends shall require deposits of any funds in a bank or trust company in a separate deposit account maintained for the benefit of the holders of the Series 1996 Preferred Stock.

2. Redemption.

(a) The shares of Series 1996 Preferred Stock shall be redeemable by the Corporation, in whole, or in part, at any time and from time to time at a price of $15.00 per share, plus an amount equal to declared but unpaid dividends, if any, with respect to Dividend Periods preceding the date fixed for redemption (the “Redemption Date”), if the Corporation’s Series I Class A Common Stock, $.01 par value (the “Class A Common Stock”), shall have a closing price which is at least 120% of the Conversion Price (as defined below) for any 20 out of 30 consecutive trading days ending within five days of the giving of notice of redemption as provided for below. In addition, the Series 1996 Preferred Stock shall be redeemable by the Corporation in whole or in part, at any time and from time to time on or after July 1, 1998 at the following per share prices during the twelve month period beginning July 1:

Year	Redemption Price
1998	$	16.20
1999		15.96
2000		15.72
2001		15.48
2002		15.24
2003 and thereafter		15.00

plus, in each case, an amount equal to any declared but unpaid dividends, if any, with respect to Dividend Periods preceding the Redemption Date.

(b) In the event that fewer than all the outstanding shares of the Series 1996 Preferred Stock are to be redeemed as permitted by this Section 2, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by such other method as may be approved by the Board of Directors that is required to conform to any rule or regulation of any stock exchange or automated quotation system upon which the shares of the Series 1996 Preferred Stock may at the time be listed.

(c) Notice of redemption of the Series 1996 Preferred Stock, specifying the Redemption Date, the redemption price and the place of redemption, shall be given by first class mail to each holder of record of the shares to be redeemed at his or her address of record and by publication in The Wall Street Journal. In the case of a redemption in whole, notice will be given once, not less than 30 nor more than 60 calendar days prior to the Redemption Date. In the case of a partial

H-2

redemption, the notice shall also specify the aggregate number of shares of the Series 1996 Preferred Stock to be redeemed and the aggregate number of shares of the Series 1996 Preferred Stock that shall be outstanding after such partial redemption and the mailed notice shall specify the fact that a new certificate or certificates representing any unredeemed shares shall be issued without cost to a holder. The notice of partial redemption shall be given twice: the first notice shall be given not more than 75 days nor less than 60 days prior to the Redemption Date; and the second notice shall be given at least 20 days after the first notice but not less than 30 days prior to the Redemption Date.

(d) Notice of redemption of shares of the Series 1996 Preferred Stock having been given as provided in Section 2(c), then unless the Corporation shall have defaulted in providing for the payment of the redemption price and all declared and unpaid dividends with respect to Dividend Periods preceding the Redemption Date, all rights of the holders thereof (except the right to receive the redemption price and all declared and unpaid dividends with respect to Dividend Periods preceding the Redemption Date) shall cease with respect to such shares and such shares shall not, after the Redemption Date, be deemed to be outstanding and shall not have the status of Preferred Stock. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

(e) Any shares of Series 1996 Preferred Stock which shall at any time have been redeemed or converted shall, after such redemption or conversion, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors.

(f) Shares of the Series 1996 Preferred Stock are not subject or entitled to the benefit of a sinking fund.

3. Conversion.

(a) Subject to and upon compliance with the provisions of this Section 3, the holder of any shares of the Series 1996 Preferred Stock shall have the right, at his or her option, at any time and from time to time prior to redemption, to convert the shares into a number of fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Corporation’s Series I Class A Common Stock, $.01 par value (the “Class A Common Stock”), equal to $15.00 for each share surrendered for conversion divided by the Conversion Price (as defined in Section 3(d) below).

(b) (i) In order to exercise the conversion privilege, the holder of each share of the Series 1996 Preferred Stock to be converted shall surrender the certificate representing such share to the Corporation’s transfer agent for the Series 1996 Preferred Stock with the Notice of Election to Convert on the back of said Certificate duly completed and signed. Unless the shares issuable on conversion are to be issued in the same name as the name in which the shares of the Series 1996 Preferred Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or his or her duly authorized attorney and by funds in an amount sufficient to pay any transfer or similar tax. The holders of shares of the Series 1996 Preferred Stock at the close of business on a Record Date shall be entitled to receive any dividend declared payable on those shares for the corresponding Dividend Period on the applicable Dividend Payment Date, notwithstanding the conversion of the shares after the Record Date.

(ii) As promptly as practicable after the surrender by a holder of the certificates for shares of the Series 1996 Preferred Stock in accordance with this Section 3, the Corporation shall issue and shall deliver to the holder at the office of the transfer agent, or otherwise upon such holder=s written order, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon the conversion of those shares in accordance with the provisions of this Section 3, and any fractional interest in respect of a share of Class A Common Stock arising upon the conversion shall be settled as provided in Section 3(c) below. In case less than all of the shares of the Series 1996 Preferred Stock represented by a certificate are to be converted by a holder, upon such conversion the Corporation shall issue and deliver to the holder at the office of the transfer agent, or otherwise upon such holder=s written order, a certificate or certificates for the shares of Series 1996 Preferred Stock not converted.

H-3

(iii) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in Section 3(b) hereof shall have been satisfied, and, the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented by those certificates at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which all of the conditions specified in Section 3(b) hereof shall have been satisfied. All shares of Class A Common Stock delivered upon conversion of the Series 1996 Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of the Series 1996 Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Class A Common Stock or other securities, cash or other assets as herein provided.

(c) No fractional shares or securities representing fractional shares of Class A Common Stock shall be issued upon conversion of the Series 1996 Preferred Stock. Any fractional interest in a share of Class A Common Stock resulting from conversion of a share of the Series 1996 Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in Section 3(d)(iv) below) of the Class A Common Stock on the Trading Day (as defined in Section 3(d)(iv) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of whole shares of Class A Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference (as such term is defined in Section 6 below) of the shares of the Series 1996 Preferred Stock so surrendered.

(d) The “Conversion Price” per share of the Series 1996 Preferred Stock shall be $9.00, subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) pay a dividend or make a distribution on its Class A Common Stock in shares of its Class A Common Stock, (2) subdivide its outstanding Class A Common Stock into a greater number of shares, or (3) combine its outstanding Class A Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be proportionately adjusted so that the holder of any share of the Series 1996 Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number and kind of shares of capital stock of the Corporation which he would have been entitled to receive had the share been converted immediately prior to the record date for such action, or, if no record date has been established in connection with such event, the effective date for such action. An adjustment made pursuant to this Section 3(d)(i) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in Section 3(d)(vii) below, and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this Section 3(d)(i), the holder of any shares of Series 1996 Preferred Stock thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock of the Corporation, the Board of Directors of the Corporation (whose determination shall be conclusive and shall be described in a resolution adopted thereto) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of capital stock. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

(ii) In case the Corporation shall issue rights or warrants to all holders of its Class A Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Class A Common Stock at a price per share less than the Current Market Price (as defined in Section 3(d)(iv) below) of the Class A Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect immediately prior to such record date shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date by a fraction of which the numerator shall be the number of shares of Class A Common Stock outstanding on the record date plus the number of shares of Class A Common Stock which the aggregate offering price of the total number of shares of Class A Common Stock so

H-4

offered for subscription or purchase would purchase at the Current Market Price at that record date, and of which the denominator shall be the number of shares of Class A Common Stock outstanding on the record date plus the number of additional shares of Class A Common Stock for subscription or purchase. The adjustment provided for in this Section 3(d)(ii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in Section 3(d)(vii) below, after such record date. In determining whether any rights or warrants entitle the holder of the Class A Common Stock to subscribe for or purchase shares of Class A Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Class A Common Stock so offered, there shall be taken into account any consideration received by the Corporation for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iii) In case the Corporation shall distribute to all holders of its Class A Common Stock any shares of capital stock of the Corporation (other than Class A Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Corporation) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 3(d)(ii) above), then, in each such case, the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of the distribution by a fraction, the numerator of which shall be the Current Market Price of the Class A Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of that portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, applicable to one share of Class A Common Stock, and the denominator of which shall be the Current Market Price of the Class A Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in Section 3(d)(vii) below, after the record date for the determination of stockholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iv) For the purpose of any computation under this Section 3, the “Current Market Price” of the Class A Common Stock at any date shall be the average of the last reported sale prices per share for the 30 consecutive Trading Days (as defined below) commencing 35 Trading Days before date of such computation. The last reported sale price for each day shall be (1) the last reported sale price of the Class A Common Stock on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (2) if not quoted as described in clause (1), the closing bid notation for the Class A Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for the Class A Common Stock on at least five of the ten preceding days, or (3) if the Class A Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Class A Common Stock on the principal securities exchange on which the Class A Common Stock is listed. If the Class A Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (2) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (3) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Class A Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Corporation. As used herein the term “Trading Days” means (1) if the Class A Common Stock is quoted on the Nasdaq National Market or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (2) if not quoted as described in clause (1), days on which quotations are reported by the National Quotation Bureau, Incorporated, or (3) if the Class A Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(v) No adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least one percent in the Conversion Price; provided, however, that any adjustments which by reason of this Section 3(d)(v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3(d) shall be made to the nearest cent or the nearest one hundredth of a share, as the case may be.

H-5

(vi) Whenever the Conversion Price is adjusted, as herein provided, the Corporation shall promptly file with its transfer agent and with the principal securities exchange, if any, on which the Series 1996 Preferred Stock is traded or, if traded over-the-counter, with the Nasdaq National Market System an officers’ certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Corporation shall prepare a notice of the adjustment of the Conversion Price setting forth the adjusted Conversion Price, the number of additional shares of Class A Common Stock issuable upon conversion and the type and amount, if any, of other property which would be received upon conversion of the Series 1996 Preferred Stock, the facts upon which the adjustment is based and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Price to the holders of the Series 1996 Preferred Stock at their addresses as shown on the stock books of the Corporation.

(vii) In any case in which this Section 3(d) provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of the event (1) issuing to the holder of any share of the Series 1996 Preferred Stock converted after the record date and before the occurrence of the event, the additional shares of Class A Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Class A Common Stock issuable upon such conversion before giving effect to the adjustment and (2) paying to the holder any amount in cash in lieu of any fractional share pursuant to Section 3(c) above.

(e) (i) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights and all liens and charges with respect to the issue or delivery thereof, out of the aggregate of its authorized but unissued shares of Class A Common Stock or its issued shares of Class A Common Stock held by its treasury, or both, for the purpose of effective conversions of the Series 1996 Preferred Stock the full number of shares of Class A Common Stock deliverable upon the conversion of all outstanding shares of the Series 1996 Preferred Stock not theretofore converted. For purposes of this Section 3(e), the number of shares of Class A Common Stock which shall be deliverable upon the conversion of all outstanding shares of the Series 1996 Preferred Stock shall be computed as if at the time of computation all of the outstanding shares were held by a single holder.

(ii) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Class A Common Stock deliverable upon conversion of the Series 1996 Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Class A Common Stock at the adjusted Conversion Price.

(f) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Class A Common Stock or other securities on conversion of the Series 1996 Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Class A Common Stock or other securities in a name other than that of the holder of the Series 1996 Preferred Stock to be converted and no such issue or delivery shall be made unless and until the person requesting the issue or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that the tax has been paid.

(g) In case of any reclassification or similar change of outstanding shares of Class A Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Corporation with, or merger of the Corporation with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Class A Common Stock or any sale or transfer of all or substantially all of the assets of the Corporation, each holder of shares of the Series 1996 Preferred Stock then outstanding shall have the right thereafter to convert the shares of the Series 1996 Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Class A Common Stock issuable upon the conversion of the shares of the

H-6

Series 1996 Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer and had such holder elected to receive the consideration in the form and manner elected by the plurality of the persons entitled to vote thereon. These provisions shall apply to successive reclassifications, changes, consolidations, mergers, sales or conveyances.

4. Preemptive Rights. Shares of the Series 1996 Preferred Stock are not entitled to any preemptive rights to acquire any unissued shares of any capital stock of the Corporation, now or hereafter authorized, or any other securities of the Corporation, whether or not convertible into shares of capital stock of the Corporation or carrying a right to subscribe to or acquire any such shares of capital stock. To the extent preemptive rights are granted by the Corporation to the Parity Stock, the Junior Stock or the Class A Common Stock, the Series 1996 Preferred Stock shall be entitled to similar rights.

5. Voting. Except as required by law, the shares of the Series 1996 Preferred Stock shall not have any voting powers, either general or special, except as follows:

(a) Unless the vote or consent of the holders of a greater number of shares is required by law, the approval of the holders of at least 66-2/3% of all of the shares of the Series 1996 Preferred Stock at the time outstanding given in person or by proxy, either in writing or by a vote at a meeting called for that purpose, on which matter the holders of shares of the Series 1996 Preferred Stock shall vote together as a separate class, shall be necessary to (i) authorize, effect or validate any amendment, alteration or repeal of or otherwise change any of the provisions of the Articles of Incorporation of the Corporation or of any certificate, amendatory or supplemental thereto, which amendment, alteration or repeal would, if effected, materially and adversely affect the powers, preferences, rights or privileges of the Series 1996 Preferred Stock or (ii) create, authorize, issue or increase the authorized or issued amount of any class or series of any equity securities of the Corporation, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of the Corporation, ranking senior to the Series 1996 Preferred Stock either as to payment of dividends or rights upon liquidation, winding-up or dissolution of the Corporation.

(b) Notwithstanding anything to the contrary set forth herein, the creation or issuance of Parity Stock or Junior Stock with respect to the payment of dividends or distribution of assets upon liquidation or an amendment that increases the number of authorized shares of Series 1996 Preferred Stock or increases the number of authorized shares of a series of Preferred Stock constituting Junior Stock or Parity Stock shall not be considered to be a material and adverse change to the terms of the Series 1996 Preferred Stock and shall not require a vote or the consent of the holders of the Series 1996 Preferred Stock pursuant to Section 5(a) above. Amendments considered to be an adverse change requiring a vote of the holders of Series 1996 Preferred Stock pursuant to Section 5(a) above shall include, but not be limited to, those: which reduce the dividend rate on the Series 1996 Preferred Stock, cancel declared and unpaid dividends or change the relative seniority rights of the holders of the Series 1996 Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Corporation; which reduce the amount payable to the holders of Series 1996 Preferred Stock upon liquidation or change the relative seniority of the liquidation preferences of the holders of the Series 1996 Preferred Stock to the rights upon liquidation of the holders of any other capital stock of the Corporation; or which cancel or modify the conversion rights of the Series 1996 Preferred Stock.

(c) The holders of Series 1996 Preferred Stock, if any Series 1996 Preferred Stock shall be outstanding, shall be entitled to vote with the holders of the shares of Class A Common Stock, and not as a separate class, to the same extent as the holders of the shares of Class A Common Stock on any consolidation, merger, sale of all or substantially all of the assets of the Corporation, reclassification, capital reorganization or liquidation; provided that each share of Series 1996 Preferred Stock shall be entitled to the same number of votes that the holder would have had if such holder had converted his shares of Series 1996 Preferred Stock into shares of Class A Common Stock as of the record date for such meeting or solicitation of consents in lieu of a meeting.

6. Liquidation Rights.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the shares of the Series 1996 Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders under applicable law, before any payment or distribution of assets shall be made on the Class A

H-7

Common Stock or on any other class or series of capital stock of the Corporation ranking junior to the Series 1996 Preferred Stock upon liquidation and subject to the rights of the holders of any class or series of stock having preference with respect to distributions upon liquidation (created pursuant to Section 5(a) above) and the Corporation=s general creditors, the amount of $15.00 per share (the “Liquidation Preference”), plus an amount equal to all dividends declared and unpaid, without interest. The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a dissolution, liquidation or winding up of the Corporation for the purposes of this Section 6, nor shall the merger or consolidation of the Corporation into or with any other corporation or association or the merger or consolidation of any other corporation or association into or with the Corporation, be deemed to be a dissolution, liquidation or winding up of the Corporation for the purposes of this Section 6; provided, however, that if the aggregate amount of cash that may be received in exchange for or upon conversion of the Series 1996 Preferred Stock in connection with a cash merger or other cash transaction would be less than the aggregate liquidation preference of the Series 1996 Preferred Stock, then the holders of the Series 1996 Preferred Stock shall be entitled to the Liquidation Preference in place of the aggregate amount of cash that may be received in exchange for or upon conversion of the Series 1996 Preferred Stock in connection with the cash merger or other cash transaction; and provided further, that such cash merger or transaction shall not be considered a liquidation, dissolution or winding up of the Corporation subject otherwise to this Section 6(a).

(b) After the payment in cash (in New York Clearing House funds or its equivalent) to the holders of the shares of the Series 1996 Preferred Stock of the full preferential amounts for the shares of the Series 1996 Preferred Stock, as set forth in Section 6(a) above, the holders of the Series 1996 Preferred Stock as such shall have no further right or claim to any of the remaining assets of the Corporation.

(c) In the event the assets of the Corporation available for distribution to the holders of shares of the Series 1996 Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 6(a) above, no distribution shall be made on account of any shares of any other series of Preferred Stock or any other class of capital stock of the Corporation ranking on a parity with the shares of the Series 1996 Preferred Stock upon such liquidation, dissolution or winding up unless proportionate amounts shall be paid on account of the shares of the Series 1996 Preferred Stock, ratably, in proportion to the full amounts to which holders of all such shares which are on a parity with the shares of the Series 1996 Preferred Stock are respectively entitled upon such dissolution, liquidation or winding up.

(d) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Corporation shall, within 10 days after the date the Board of Directors approves such action, at least 20 days prior to any shareholders= meeting called to approve such action or within 20 days after the commencement of any involuntary proceeding, whichever is earliest, give each holder of the Series 1996 Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of the proposed action. The Corporation shall not consummate any voluntary or involuntary liquidation, dissolution or winding up of the Corporation before the expiration of 30 days after the mailing of such written notice; provided, that any such 30 day period may be shortened upon the written consent of the holders of all of the outstanding shares of the Series 1996 Preferred Stock.

(e) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation that will involve the distribution of assets other than cash, the Corporation shall promptly engage competent independent appraisers to determine the value of the assets to be distributed to the holders of shares of the Series 1996 Preferred Stock and the holders of Class A Common Stock. The Corporation shall, upon receipt of such appraiser=s valuation, give prompt written notice to each holder of shares of the Series 1996 Preferred Stock of the appraiser=s valuation.

7. Rank. The Series 1996 Preferred Stock shall rank, with respect to classes and series of capital stock of the Corporation outstanding as of the date of the filing of this resolution with the Florida Department of State, on a parity with the 8% Noncumulative Convertible Preferred Stock, Series 1993 and the 9% Noncumulative Perpetual Preferred Stock and senior to the Class A Common Stock, the Class B Common Stock, the Noncumulative Convertible Preferred Stock, Series B, the Noncumulative Convertible Preferred Stock, Series C and the Noncumulative Convertible Preferred Stock, Series C-II of

H-8

the Corporation as to payment of dividends and rights upon liquidation, dissolution or winding up of the Corporation. Unless the Corporation shall have obtained the consent of the holders as provided in Section 5 above, the Corporation shall not issue any other series of Preferred Stock ranking senior to the Series 1996 Preferred Stock as to the payment of dividends or rights upon liquidation, dissolution or winding up of the Corporation or any other series of any equity securities ranking senior to the Series 1996 Preferred Stock as to the payment of dividends or rights upon liquidation, dissolution or winding up of the Corporation. The Corporation may issue shares of Preferred Stock or other capital stock ranking junior to or on a parity with the Series 1996 Preferred Stock as to the payment of dividends or rights upon liquidation, dissolution or winding up of the Corporation. For purposes of this statement of designation, any capital stock of any series or class of the Corporation shall be deemed to rank:

(a) senior to the shares of the Series 1996 Preferred Stock, as to dividends or upon liquidation, if the holders of such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of the shares of the Series 1996 Preferred Stock;

(b) on a parity with shares of the Series 1996 Preferred Stock, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series 1996 Preferred Stock, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preferences or priority, one over the other, as between the holders of such stock and the holders of shares of the Series 1996 Preferred Stock; and

(c) junior to shares of the Series 1996 Preferred Stock, as to dividends or upon liquidation, if the holders of shares of the Series 1996 Preferred Stock shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such series or class.

8. Notice of Certain Events. If:

(a) the Corporation shall declare a dividend (other than a cash dividend) or distribution on its Class A Common Stock or any Junior Stock; or

(b) the Corporation shall authorize the issuance to the holders of the Class A Common Stock or any Junior Stock of rights or warrants to subscribe for or purchase any shares of Class A Common Stock or of any other subscription rights or warrants; or

(c) there shall be any reclassification of the Class A Common Stock or any consolidation or merger, to which the Corporation is a party, or any sale or transfer of all or substantially all the assets of the Corporation; or

(d) there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Corporation; or

(e) there shall be a redemption of the Series 1996 Preferred Stock, in whole or in part, pursuant to Section 2 above;

then the Corporation shall cause to be filed with the transfer agent, if any, and shall cause to be mailed to the holders of shares of the Series 1996 Preferred Stock at their addresses as shown on the stock books of the Corporation, except as otherwise provided in Section 2(c) above or Section 6(d) above, at least 10 days prior to the applicable date hereinafter specified, a notice stating (1) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined, (2) the date on which the reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their shares of Class A Common Stock for cash, securities or other property deliverable upon the reclassification, consolidation, merger,

H-9

sale, transfer, dissolution, liquidation or winding up or (iii) the Redemption Date and redemption price pursuant to Section 2 above. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this Section 8.

9. Reports and Notices. So long as any shares of the Series 1996 Preferred Stock shall be outstanding, the Corporation shall provide to the holder or holders of such shares copies of all annual, quarterly and other reports of the Corporation and copies of all stockholder notices of the Corporation when and as furnished to the holders of the Class A Common Stock.

H-10

EX-10.33

Exhibit 10.33

Amendment No. 2 to Employment Agreement

This Amendment No. 2 to the Employment Agreement entered into as of October 24, 2005 and amended on November 1, 2006, (as amended, the “Agreement”) between James R. Foster (the “Executive”) and BankUnited, FSB (the “Bank”) is made and is effective as of September 1, 2007.

Recitals

WHEREAS, Section 2.1 of the Agreement provides that the Agreement shall expire at the conclusion of October 24, 2009; and

WHEREAS, the Bank desires the Executive to assume additional responsibilities; and

WHEREAS, the Executive is willing to assume the additional responsibilities requested by the Bank, in exchange for an extension of the term of the Agreement, an increase in his current annual base salary and an extension of the period for which the Bank will purchase supplemental term life insurance covering the Executive;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows:

“The Bank hereby agrees to employ the Executive and the Executive hereby agrees to provide services to the Bank, on the terms and conditions set forth herein, for the period commencing on October 24, 2005 (hereinafter the “Commencement Date”) and expiring at the conclusion of December 31, 2010 (the “Term”), subject to renewal by the Committee for successive terms of up to two (2) additional years unless the Executive resigns prior to that time or is sooner terminated as hereinafter set forth.”

2. Section 4.2 of the Agreement is hereby amended and restated in its entirety as follows:

The Bank shall provide the Executive the standard benefits provided to other senior executives, including medical insurance coverage, group disability and group life insurance for the Executive (collectively, the “Policies”), in accordance

Amendment No. 2 to Employment Agreement - BUFSB

James R. Foster

Page 2

with the Bank’s practices for other employees. To the extent any Policies have an eligibility period, Executive may maintain his existing equivalent coverage under COBRA, and the Bank shall reimburse him for that expense until the eligibility period is satisfied. Nothing herein shall prevent the Bank from modifying or discontinuing any benefit plan so long as any such modification applies equally to other comparable employees covered by such plans. In the event that the aggregate amount of life insurance coverage provided to the Executive under the group life insurance policies described above and the bank-owned life insurance policies covering key employees of the Bank and its affiliates, is less than one million dollars ($1,000,000), the Bank shall purchase supplemental term life insurance sufficient to increase the aggregate amount of life insurance coverage on the Executive to one million dollars ($1,000,000) for the period ending on the earlier of the date this Agreement is terminated or the conclusion of December 31, 2010. Notwithstanding the foregoing, in no event shall the annual premium paid for such supplemental term life insurance exceed fifteen thousand dollars ($15,000). The Executive’s estate or his designee shall be the beneficiary of said supplemental term life insurance policy.

3. Section 5.3 of the Agreement is hereby amended and restated in its entirety as follows:

“Termination Without Cause.” At any time the Bank shall have the right to terminate Executive’s employment hereunder by written notice to Executive; provided, however, that the Bank shall (i) pay to Executive any compensation or other obligations accrued prior to the Date of Termination, all of which shall be paid within thirty (30) days after the Date of Termination, (ii) pay to the Executive in a lump sum within thirty (30) days after the Date of Termination, an amount equal to the product of (x) the greater of 12 or the number of full months remaining in the Term after the Date of Termination, but not more than 40, times (y) the sum of Executive’s monthly Base Salary for the year in which the Date of Termination occurs, plus one twelfth of the last Annual Bonus awarded to the Executive for the fiscal year prior to the year in which the Date of Termination occurs pursuant to this Section 5.3, and (iii) implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Bank shall be deemed to have terminated the Executive’s employment pursuant to this Section 5.3 if such employment is terminated by the Bank without Cause. The Bank and the Executive

Amendment No. 2 to Employment Agreement - BUFSB

James R. Foster

Page 3

hereby stipulate that the payment and delivery of the amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any of its affiliates, the execution of a severance agreement and full release by the Executive in favor of the Bank releasing all then existing claims against the Bank, under this Agreement, related to the Executive’s employment, or otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by Arbitration as provided in Section 23.

4. All defined terms not otherwise defined herein shall be having the meaning as indicated in the Agreement.

5. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.

Amendment No. 2 to Employment Agreement - BUFSB

James R. Foster

Page 4

IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed and the Executive has hereunto set his hand, all as of the date and year first above written.

BankUnited, FSB		Executive:
By:	/s/ Ramiro A. Ortiz	By:	/s/ James R. Foster
Name:	Ramiro A. Ortiz	Name:	James R. Foster
Title:	President and Chief Operating Officer

ATTEST:
By:	/s/ Dellene Acampa
	Assistant Secretary

EX-10.34

Exhibit 10.34

Amendment No. 2 to Employment Agreement

This Amendment No. 2 to the Employment Agreement entered into as of October 24, 2005 and amended on November 1, 2006, (as amended, the “Agreement”) between BankUnited Financial Corporation (the “Company”) and James R. Foster (the “Executive”), is made and is effective as of September 1, 2007.

Recitals

WHEREAS, Section 2.1 of the Agreement provides that the Agreement shall expire at the conclusion of October 24, 2009; and

WHEREAS, the Company desires the Executive to assume additional responsibilities; and

WHEREAS, the Executive is willing to assume the additional responsibilities requested by the Company, in exchange for an extension of the term of the Agreement, an increase in his current annual base salary and an extension of the period for which the Company will purchase supplemental term life insurance covering the Executive;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows:

“The Company hereby agrees to employ the Executive and the Executive hereby agrees to provide services to the Company, on the terms and conditions set forth herein, for the period commencing on October 24, 2005 (hereinafter the “Commencement Date”) and expiring at the conclusion of December 31, 2010 (the “Term”), subject to renewal by the Committee for successive terms of up to two (2) additional years, unless the Executive resigns prior to that time or is sooner terminated as hereinafter set forth.”

Amendment No. 2 to Employment Agreement - BUFC

James R. Foster

Page 2

2. Section 1. (g) of the Agreement is hereby amended and restated in its entirety as follows:

“Change of Control Payment” means a lump sum cash payment to the Executive by the Company in an amount which equals the product of (x) the greater of 12 or the number of full months remaining in the Term after the Change of Control, but not more than 40, times (y) the sum of Executive’s monthly Base Salary for the year in which the Change of Control occurs, plus one twelfth of the last Annual Bonus awarded to the Executive for the fiscal year prior to the year in which the Change of Control occurs.”

3. Section 4.2 of the Agreement is hereby amended and restated in its entirety as follows:

The Company shall provide the Executive the standard benefits provided to other senior executives, including medical insurance coverage, group disability and group life insurance for the Executive (collectively, the “Policies”), in accordance with the Company’s practices for other employees. To the extent any Policies have an eligibility period, Executive may maintain his existing equivalent coverage under COBRA, and the Company shall reimburse him for that expense until the eligibility period is satisfied. Nothing herein shall prevent the Company from modifying or discontinuing any benefit plan so long as any such modification applies equally to other comparable employees covered by such plans. In the event that the aggregate amount of life insurance coverage provided to the Executive under the group life insurance policies described above and the bank-owned life insurance policies covering key employees of the Company and its affiliates, is less than one million dollars ($1,000,000), the Company shall purchase supplemental term life insurance sufficient to increase the aggregate amount of life insurance coverage on the Executive to one million dollars ($1,000,000) for the period ending on the earlier of the date this Agreement is terminated or the conclusion of December 31, 2010. Notwithstanding the foregoing, in no event shall the annual premium paid for such supplemental term life insurance exceed fifteen thousand dollars ($15,000). The Executive’s estate or his designee shall be the beneficiary of said supplemental term life insurance policy

Amendment No. 2 to Employment Agreement - BUFC

James R. Foster

Page 3

4. Section 5.3 of the Agreement is hereby amended and restated in its entirety as follows:

“Termination Without Cause.” At any time the Company shall have the right to terminate Executive’s employment hereunder by written notice to Executive; provided, however, that the Company shall (i) pay to Executive any compensation or other obligations accrued prior to the Date of Termination, all of which shall be paid within thirty (30) days after the Date of Termination, (ii) pay to the Executive in a lump sum within thirty (30) days after the Date of Termination, an amount equal to the product of (x) the greater of 12 or the number of full months remaining in the Term after the Date of Termination, but not more than 40, times (y) the sum of Executive’s monthly Base Salary for the year in which the Date of Termination occurs, plus one twelfth of the last Annual Bonus awarded to the Executive for the fiscal year prior to the year in which the Date of Termination occurs pursuant to this Section 5.3, and (iii) implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 5.3 if such employment is terminated by the Company without Cause. The Company and the Executive hereby stipulate that the payment and delivery of the amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company or any of its affiliates, the execution of a severance agreement and full release by the Executive in favor of the Company releasing all then existing claims against the Company, under this Agreement, related to the Executive’s employment, or otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by Arbitration as provided in Section 23.

4. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.

Amendment No. 2 to Employment Agreement - BUFC

James R. Foster

Page 4

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Executive has hereunto set his hand, all as of the day and year first above written.

BankUnited Financial Corporation		Executive:
By:	/s/ Ramiro A. Ortiz	By:	/s/ James R. Foster
Name:	Ramiro A. Ortiz	Name:	James R. Foster
Title:	President and Chief Operating Officer

ATTEST:
By:	/s/ Dellene Acampa
	Assistant Secretary

EX-12.1

EXHIBIT 12.1

BankUnited Financial Corporation

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	For the years ended September 30,
	2007	2006	2005	2004	2003
Fixed charges (excluding interest on deposits)
Interest on Borrowings	33,042	263,096	170,098	116,975	116,289
Rent 33%	5,505	4,317	3,845	2,625	1,936
Total Fixed Charges	338,547	267,413	173,943	119,600	118,225
Income (loss) before income taxes and
Extraordinary items	123,681	125,543	37,915	73,863	55,671
Earnings	462,247	392,956	211,858	193,463	173,896
Total Fixed charges	338,547	267,413	173,943	119,600	118,225
Preferred stock dividends on a pretax basis	832	728	663	583	494
Combined fixed charges and preferred stock dividends	339,379	268,141	174,606	120,183	118,719
Ratio of earnings to combined fixed charges and preferred stock dividends	1.36:1	1.47:1	1.21:1	1.61:1	1.46:1
Fixed charges (including interest on deposits)
Interest on deposits	302,335	199,970	98,313	71,928	82,559
Interest on borrowings	333,042	263,096	170,098	116,975	116,289
Rent (33%)	5,505	4,317	3,845	2,625	1,936
Total fixed charges	640,882	467,383	272,256	191,528	200,784
Income before income taxes and
Extraordinary items	123,681	125,543	37,915	73,863	55,671
Earnings	764,563	592,926	310,171	265,391	256,455
Total fixes charges	640,882	467,383	272,256	191,528	200,784
Preferred stock dividends on a pretax basis	832	728	663	583	494
Combined fixed charges and preferred stock dividends	641,714	468,111	272,919	192,111	201,278
Ratio earnings to combined fixes charges (incl interest on deposits) and preferred stock dividends	1.19:1	1.27:1	1.14:1	1.38:1	1.27:1

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Name of Entity	Jurisdiction of Incorporation of Organization
BankUnited Financial Corporation owns 100% of:	Florida
—BankUnited, FSB which owns 100% of:	Federal
—T&D Properties of South Florida, Inc.	Florida
—Bay Holdings, Inc.	Florida
—CRE Properties, Inc.	Florida
—BU, REIT, Inc.	Florida
—BU Delaware, Inc.	Delaware
—SCG Mortgage Corporation	Delaware
—SCG Management Corporation	Delaware
—BankUnited Financial Services, Incorporated	Florida
—CRE America Corporation	Florida
—BU Realty Corporation	Florida
—BankUnited Capital (1)	Delaware
—BankUnited Capital II (1)	Delaware
—BankUnited Capital III (1)	Delaware
—BankUnited Statutory Trust III (1)	Connecticut
—BankUnited Statutory Trust IV (1)	Connecticut
—BankUnited Statutory Trust V (1)	Connecticut
—BankUnited Statutory Trust VI (1)	Connecticut
—BUFC Statutory Trust VII (1)	Delaware
—BankUnited Statutory Trust VIII (1)	Delaware
—BankUnited Statutory Trust IX (1)	Delaware
—BUFC Statutory Trust X (1)	Delaware
—BankUnited Statutory Trust XI (1)	Delaware
—BankUnited Statutory Trust XII (1)	Delaware

(1) BankUnited Financial Corporation owns 100% of the common stock of BankUnited Capital III, BankUnited Statutory Trust III, BankUnited Statutory Trust IV, BankUnited Statutory Trust V, BankUnited Statutory Trust VI and BUFC Statutory Trust VII. In fiscal 2003, all of the outstanding preferred and common securities of BankUnited Capital II and BankUnited Capital III were redeemed. In fiscal 2007, all of the outstanding preferred and common securities of BankUnited Capital, BankUnited Statutory Trust I and BankUnited Statutory Trust II were redeemed. The trustees of BankUnited Statutory Trust and BankUnited Statutory Trust II had the trusts terminated in fiscal 2007. BankUnited Statutory Trust III has issued $25 million aggregate liquidation value of its Floating Rate Capital Securities ($1,000 liquidation amount per trust preferred security); BankUnited Statutory Trust IV has issued $20 million aggregate liquidation value of its Floating Rate Capital Securities ($1,000 liquidation amount per trust preferred security); BankUnited Statutory Trust V has issued $15 million aggregate liquidation value of its Floating Rate Capital Securities ($1,000 liquidation amount per trust preferred security); BankUnited Statutory Trust VI has issued $17,640,000 aggregate liquidation value of its Floating Rate Capital Securities ($1,000 liquidation amount per trust security); and BUFC Statutory Trust VII has issued $15 million aggregate value of its Floating Rate MM Caps^SM ($1,000 liquidation amount per trust preferred security); BUFC Statutory Trust X issued $50 million of trust preferred securities, BankUnited Statutory Trust XI has issued $50 million of trust preferred securities and BankUnited Statutory Trust XII has issued $7.5 million of trust preferred securities. The trust preferred securities issued BankUnited Statutory Trust III, BankUnited Statutory Trust IV, BankUnited Statutory Trust V, BankUnited Statutory Trust VI, BUFC Statutory Trust VII, BUFC Statutory Trust X and BankUnited Statutory Trust XI were issued in private placements.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 33-76878, No. 33-76884, No. 33-76882, No. 333-25595, No. 333-88655, No. 333-75003, No. 333-30030, No. 333-55812, No. 333-85526, No. 333-141005 and No. 333-134707) and Forms S-3 (No. 333-115767, No. 333-131112 and No. 333-142200) of BankUnited Financial Corporation of our report dated November 29, 2007 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/   PricewaterhouseCoopers LLP

Miami, Florida

November 29, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Alfred R. Camner, certify that:

1. I have reviewed this annual report on Form 10-K of BankUnited Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2007

/s/    ALFRED R. CAMNER        

Alfred R. Camner

Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Humberto L. Lopez, certify that:

1. I have reviewed this annual report on Form 10-K of BankUnited Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2007

/s/    HUMBERTO L. LOPEZ        

Humberto L. Lopez

Senior Executive Vice President, Chief Financial Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF

THE UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of BankUnited Financial Corporation, a Florida corporation (the “Company”), for the fiscal year ended September 30, 2007, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Annual Report”), I, Alfred R. Camner, Chief Executive Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

CHIEF EXECUTIVE OFFICER

/s/    ALFRED R. CAMNER        

Alfred R. Camner

Dated: November 29, 2007

EX-32.2

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF

THE UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of BankUnited Financial Corporation, a Florida corporation (the “Company”), for the fiscal year ended September 30, 2007, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Annual Report”), I, Humberto L. Lopez, Senior Executive Vice President, Chief Financial Officer and Principal Accounting Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

SENIOR EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER

/s/    HUMBERTO L. LOPEZ        

Humberto L. Lopez

Dated: November 29, 2007