Prompt Corrective Action Directive

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UNITED STATES OF AMERICABefore TheOFFICE OF THRIFT SUPERVISION

In the Matter of:BankUnited, FSBCoral Gables, FloridaOT S Docket No. 08045

11) OTS Order No.: SE-09-023)11 Dated: April 14, 2009

PROMPT CORRECTIVE ACTION DIJXEXTIVEWHEREAS, BankUnited, FSB, Coral Gables, Florida (Institution), is a federallychartered savings Institution that is regulated by the O ffice of Thrift Supervision (OTS ); andWHEREAS, Section 38 of the Federal Deposit Insurance A ct (FDIA), 12 U.S.C. $183 o , and Part 565 of the OTS R egulations, 12 C.F.R . Part 565, require institutions that areundercapitalized to file a capital restoration plan s pecifyin g the steps the institution w ill take tobecome at least adequately c apitalized; andWHEREAS, Section 3 8 of FD IA, 12 U.S.C. $ 18 31o, requires the OTS to take promptcorrec tive action to resolve the problems of insured deposito ry institutions at the least possiblelong-term loss to the deposit insurance fund; andWHEREAS, Section 565.7 of the OT S Regulations, 12 C.F.R. Cj 565.7, provides for theOT S's issuance o f directives to take prompt corrective action to resolve the problems of insureddepository institutions and to restore their capital; andWHEREAS, the OTS , on February 10 ,2 00 9, notified the Institution that it was criticallyundercapitalized as of January 30 ,20 09 , for purposes of the prompt corrective action provisionsof Section 38 of FDIA, 12 U.S.C. Cj 18310; andWHEREAS, the Institution also is not in compliance with the capital standards requiredby Section 5(t) of the Hom e Owners' Loan Act (HOLA ), 12 U.S.C. $ 1464(t); andWHEREAS, Section 5(t)(6)(B)(ii) of HOL A, 12 U.S.C. $ 1464(t)(6 )(B)(ii), requires an yinstitution not in compliance with the capital standards to com ply with a capital directive issuedby the OTS ; andWHEREAS, on February 2 5,2 00 9, the Institution subm itted to the OT S a capitalrestoration plan (Capital Plan); and


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W HE RE A S, the O TS issued a Notice of Intent to Issue this Prompt Corrective ActionDirec tive (PCA Directive) on April 1 0,2 00 9; has considered the Institution's response datedApril 13 ,20 09 ; and has determined to issue this PCA Directive in order to carry out the purposesof Section 38 of FDIA, 12 U.S.C. Ij 183 o , to resolve the Institution's capital deficiency at theleast long-term loss to the depository insurance fund; andW H ER E A S, the O TS has considered the Institution's capital deficiency, the Capital Plan, inaccordance with Section 567.10 of the OTS Regulations, 12 C.F.R. Ij 567.10, and Section38(e)(2) of FDIA, 12 U.S.C. Ij 183 1o(e)(2) and denied the Capital Plan as set forth in a letter tothe Institution, dated April 10 ,20 09 ; andW H E R E A S, the Institution and its Board of Directors, by execution of the attachedStipulation to the issuance of this PCA Directive, the terms of which a re incorporated herein bythis reference, have stipulated and consented to the issuance of the PC A Directive; and

W HE RE AS , the OT S having issued a Notice of Intent to issue this PCA D irective onApril 10, 2009, and having considered the response thereto filed by the Institution, hasdetermined to issue this PCA Directive in order to resolve the Institution's problems at the leastlong term cost to the deposit insurance fund, thereby effectuating the purpose of Section 38 ofFDIA, 12 U.S.C. Ij 183 o.NO W T H E R EF O R E, pursuant to Section 38 of FDIA, 12 U.S.C. Ij 183 1o, including butnot limited to subsection (f) thereof, Section 5(t)(6)(B)(ii) of HOL A, 12 U.S.C. Ij1464(t)(6)(B)(ii), and Se ction 565.7 of the OT S Regulations, 12 C.F.R . Ij 565.7, the OT S directsthe Institution and its Board of D irectors to do the following:

P A R T I - M P R O V I N G C A P I T A LSection 1.1 Required Merger, Acquisition, or Sale.

Pursuant to 12 U.S.C. $9 183lo(f)(2)(A )(iii) and (e)(5), the Institution must berecapitalized by (a) merging with or being acquired by another financial institution, financialholding company, or other entity2, or (b) the sale of all or substantially all of the Institution'sassets and liabilities to another financial institution, financial institution holding com pany, orother entity, within twenty (20) days. Th e Institution shall subm it a binding merger oracquisition agreement to the OT S within fifteen (1 5) days, unless extended in writing by the

1 The OTS must impose on e or more o f the presumptive restrictions set forth in 12U.S.C. ji 1831o(q, especially 12 U.S.C. ji1831o(f)(3) and (4) if ( I ) the institution is significantly or critically undercapitalized, (2) is undercapitalized and did not su bmit an acceptablecapital restoration plan or (3 ) the institution fails to implement an approve d plan. Critically undercapitalized are also sub ject to restrictions in 12U.S.C. ji 1831o(i).'For the purposes of this PC A Directive, "other entity" may include but is not limited to an individual, a group of individuals, apartnership, a corporation, or any other form of business organization that may, under applicable statutes and regulations, merge with or acquirethe lnstitution or purchase all or substantially all of its assets and liabilities.


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OT S. The Institution's managem ent and Board of Directors shall take appropriate steps toaccom plish such merger, acquisition or sale.Section 1.2 Required Recapitalization.

Pursuant to 12 U.S.C. $ $ 183 o(f)(2)(A ) an d (f)(2)(J), the Institutio n is directed toachieve a nd maintain, at a m inimum, the following capital levels within twenty (20) days:Total Risk Based Capital Ratio: 8.0%Tier 1 Core Risk Based Capital Ratio: 4.0%Leverage Ratio: 4.0%

Section 1.3 Efforts to Obtain Capital.The Board of Directors of the Institution shall at all times make diligent and good faith

efforts to cause the Institution to comply with Sections 1.1 and 1.2. For purposes of this PCADirective , diligent and good faith efforts to seek capital shall include , but not be limited to, thefollowing:A. Authorize and direct appropriate Institution officers to take appropriate actionsconsistent with the Institution's obligations under Sections 1.1 and 1.2, which include,but are not limited to, taking all reasonably practicable steps to remove impediments toincreasing capital;B. Cause the Institution to hire such professionals as are necessary and appropriate tofulfill the Institution's obligations under Sections 1.1 and 1.2;C. Cau se the Institution to share appropriate information abo ut itself with potentialacquirors, merger partners or purchasers, including, but not limited to, any suchpotential ac quiror, merger partner or purchaser iden tified or referred to the Institutionby the OTS or the Federal Deposit Insurance Corporation (FDIC); andD. Inform the O TS and the FDIC , in writing, of (i) all efforts the Institution has made toseek capital and (ii) all expressions of interest by prospective investors, acquirors, ormerger candidates, including referrals from the OT S or the FDIC by close of businesseach calendar Friday following the Effective Date of this PC A D irective.

The O TS requires this action , pursuant to 12 U.S.C. $ 183 1o(e)(5), having determined that suchactions will better carry out the purposes of 12 U.S.C. $ 18310.Section 1.4 Prior Notice Required; Change in Status.

A. The Institution shall not issue any securities; enter into any agreem ent or understandingto merg e, consolidate, sell all or substantially all of its assets and liabilities; or enterinto any agreement of understanding to reorganize; or otherwise be acquired unless (i)


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the Institution has provided th e OT S with prior w ritten notice of its intention to takesuch action, and (ii) following such notice, the OTS has prov ided the Institution withprior written notice of its non-objection to the proposed action by the Institution.B. Up on notification that it is "critically undercapitalized" p ursuant to 12 C.F.R. Cj 565.3,the Institution w ill coope rate fully with FD IC efforts to avoid a loss or otherwiseminim ize exposu re to the insurance fund . Such cooperation includes, but is not limitedto, responding to requests for information , providing full access to personne l, agentsand service providers, accom mod ating on-site visits, and permitting FDIC to provideotherwise confidential information to third parties to facilitate the liquidation or otherresolution of the Institution in anticipation of the possible appointment o f FDIC asconservator, receiver, or other legal custodian.C. The OTS directs these actions pursuant to 12 U.S.C. Cj 1831o(e)(5) and based upon theOT S's determination that such actions will better carry out the purposes o f 1 2 U.S.C. 518310.

Section 1.5 OTS Marketing Efforts.In accordance with Paragraph 5 of the accom panying Stipulation , the Institution agrees tothe following in connection with the OTS 's efforts to assist in the possible merger, acquisition,or sa le of the Institution by or to qualified parties:

A. Th e OTS , acting through its authorized representatives, is hereby authorized to marketthe Institution to prospective a cquirors , merger partners or buyers (here inafter, buyers)using the OT S's marketing procedu res and to receive and evaluate all offers submittedfor acquisition of the Institution provided, howev er that upon receipt of documentationacceptab le to the Regional D irector in his sole discretion, that the Institution's capitalposition, pursuant to 12 U.S.C. Cj 183 10 and all applicable regulations, is "adequatelycapitalized" or better, the Institution 's con sent to the appointment of a conservator,receiver, or other legal custodian , in accordance w ith Paragraph 4 of the Stipulation, aswell as the Institution's agreement to app rove any offer, as outlined in subparagraph(D) below, shall be suspended ;

B. The Board o f Directors shall direct the Institution and its agents and employ ees to takeall reasonable steps to assist the 0 T S in marketing the Institution. Such assistance shallinclude, but not be limited to, preparing an updated marketing package and assistingeligible buyers in conducting due diligence exam inations of the Institution;

C. The OTS, acting through its authorized representatives, is permitted to negotiate a planof merger, consolidation, transfer of the Ins titution's assets and liabilities,reorganization, acquisition or capital infusio n (Plan of Combination or R eorganization)on behalf of the Institution, and to draft proposed do cum ents for any such Plan ofCom bination or Reorganization;


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D. The Board of Directors shall imm ediately take under consideration any reasonable offerto enter into a P lan of C ombination or Reorganization (hereinafter collectively, Offer)that is forwarded and recommended to the Board of Directors by the OT S, and shallpromptly approve any such Offer that protects the interests of the depositors, creditorsand borrowers of the Institution;E. The Board of Directors shall recommend to the shareholders of the Institution any Offerapproved by the B oard of Directors pursuant to subparagraph (D) above, if approval ofthe O ffer by the shareholders, or any portion thereof, is legally required; andF. Upon receipt of any necessary approvals pursuant to subpa ragraph (D) and (E) aboveand at the direction of the OTS , the Institution shall take all corporate actions necessaryto accept the Offer and consummate the Plan of Com bination or Reorganization.

The 0 T S is imposing these provisions pursuant to 12 U.S.C. 5 183 1o(e)(5) based on itsdetermination that these provisions will better carry out the purposes of 12 U.S.C. 5 183 o.Section 1.6 Reports of Com pliance.

A. No later than seven (7) calendar days following the end of each calendar week,managem ent of the Institution shall prepare, and the Board o f Directors of theInstitution shall review, a w ritten report concerning the Institution's compliance w iththe requirements of this PCA Directive during the preceding calendar week. The reportand review shall include verification of the Institution's prompt corrective action capitalcategory and confirmation that the Institution is in compliance with: (i) all restrictionsthat apply a utomatically to an institution in that category, and (ii) with the otherrestrictions and requirements contained in this PCA Directive. Th e Institution shalldocument this review in the minutes of the meeting of the Board of Directors. Alldocumentation considered by the Board of Directors in performing its review shall beexplicitly referenced in the minutes of the meeting at which the review w as undertaken.

B. By no later than seven (7) calendar days following the end of each calendar w eek, theInstitution shall submit the following docum ents to the O TS in a format acceptable tothe OTS, which may include reports to and responses from the B oard of Directorsdocumented in the Board o f Directors m eeting minutes:1. varianc e reports for: (a) activitie s, capital levels/ta rgets establish ed by Sections

1.1 and 1.2, and (b) each o f the operating restrictions imposed in Part I1 of thisPCA Directive;2. confirmation of the Institution's compliance with this PCA Directive or adescription of any instance of noncompliance with any of the Institution'sobligations under this PC A Directive and the specific measures undertaken tocure such noncompliance; and


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2. No managem ent fees may be paid to any person having control of the Institutionif: (a) the Institution is not adequately capitalized, or (b) after m aking thepaymen t, the Institution would be und ercapitalized. 12 U.S.C. Ij 18 31o(d)(2); 12C.F.R. IjIj 565.6(a)(l) and (a)(2)(i).3. Th e Institution may not permit its average total assets during any calendar quarterto exceed its average total assets during the preceding quarter unless (a) the OTShas accep ted the Institution's capital restoration plan, (b) the increase in assets isconsistent with the plan, and (c) the Institution's ratio of tangible equity to assetsincreases during the calendar quarter at a rate sufficient to en able the Institutionto become ad equately capitalized within a reasonable time. 12 U.S.C. Ij18 31o(e)(3); 12 C.F.R. 5 565.6(a)(2)(iv).4. The Institution may not, directly or indirectly, acquire any interest in anycom pany or insured depo sitory institution, establish or acquire any additional

branch o ffice, or engage in any new line of business, unless (a) the OTS hasaccepted the Institution's capital restoration plan, the Institution is in compliancewith th e plan, and the OT S determines that the action is consistent with, and willfurther achievement of the plan, or (b) the FDIC's Board of Directors approvesthe action. 12 U.S.C. Ij 1831o(e)(4); 12 C.F.R. Ij 565.6(a)(2)(v).The Institution may not accept, renew o r roll over any brokered deposit. 12U.S.C. Ij 183 f( a); 12 C.F.R. Ij 337.6(b)(3). The Institution shall makedisclosures to all employee benefit plan depositors within ten business days o fthe date that it is deemed to have no tice of its PC A capital category. Th edisclosure must state that new, rolled-over, or renewed plan deposits areineligible for pass-through FDIC deposit insurance for as long as the Institutionremains undercapitalized, or fails to obtain a brokered-deposit waiver up onbecoming adeq uately capitalized. 12 C.F.R. Ij 330.14(h) and the OT S RegulatoryBulletin 33a, dated March 13, 1996.

6. Th e Institution shall file a capital restoration plan pursuant to 12 U.S.C. Ij183 1o(e)(2) and 12 C.F.R. Ij 565.5.7. Th e Institution shall monitor its compliance with the applicable requirements of12 U.S.C. Ij 1831o(e) and 12 C.F.R. Part 565.8. Th e Institution may not, without the OTS 's prior written approval (a) pay anybonus to any senior executive officer, or (b) provide compen sation to any seniorexecutive officer exceeding that officer's average rate of com pensation(excluding bonu ses, stock options, and profit-sharing) during the 12 calendarmonths p receding the calendar month in which the Institution becameundercapitalized. 12 U.S.C. Ij 1831o(f)(4); 12 C.F.R. 5 565.6(a)(3).9. The Institution may not m ake any paym ent o f principal or interest on its


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subordinated debt beginning 60 days after the Institution becomes criticallyundercapitalized. 12 U.S.C. f j 1831o(h)(2)(A); 12 C.F.R. f j 565.6(a)(4)(ii).10. Without the FDIC's prior written approval, as required by 12 U.S.C. f j f j183 1o(h )(l) and (i)(2); 12 C.F.R. f j 565.6(a)(4)(i), the Institution may not:

(a) enter into any material transaction other than in the usual course ofbusiness, including any investment, expansion, acquisition, sale ofassets, or similar action with respect to which the Institution is requiredto give notice to OT S;(b ) extend credit for any highly leveraged transaction;(c) amend the Institution's charter or bylaws, except to the extent necessaryto carry out any other requirement o f any law, regulation or order;(d ) make any m aterial change in accounting methods;(e) engage in any "covered transaction" with a n affiliate, as defined in 12U.S.C. f j 371c(b);(f) pay excessive compensation o r bonuses; or(g ) pay interest on new o r renewed liabilities at a rate that would increasethe Institution's w eighted average cost of funds to a level significantlyexceeding the prevailing rates of interest on insured d eposits in the

Institution's normal m arket area.B. If the Institution should improve from a lower to a higher PC A capital category, it mustcontinue to comply with the previously applicable mand atory sanctions of the lowercategory, until such time a s approval to cease compliance with the low er categorysanctions is requested of, and received from the OT S.

INTEREST RATESSection 2.2 Restrictions on Interest Rates; Brokered Deposits.

A. The Institution shall restrict the rates it pays on depo sits to the prevailing rates ofinterest on deposits of comparable amounts and m aturities in the Institution's normalmarket area. Nothing herein shall be construed as requiring a reduction of rates paid onoutstanding time deposits prior to their renewal. Th e OTS is imposing this restrictionpursuant to 12 U.S.C. f j 183 o(f)(2)(C).B. Notwithstanding the foregoing restrictions, the Institution may pay interest rates thatexceed the interest rates that would be permitted under the foregoing restrictions


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provided that: (a) the interest rates are within the lim itations of 12 C.F.R. 5 33'7.6; and(b) the interest rates are necessary to most effectively m anage the Institution's weightedaverage cost of fund s, giving consideration to the Institution's liquidity requirements.C. Pursuant to 12 U.S.C. $5 183 o(f)(S) and (i)(2)(G) and 1 2 C.F.R. 5 33'7.6, based upon adetermination by the O TS that the action is necessary to carry out the purpose of 12U.S.C. 1831 0, the Institution m ay not pay interest on new or renewed liabilities at arate that would increase the Institution's weighted average cost of f m d s to a levelsignificantly exce eding the prevailing rates of interest on insured dep osits in theInstitution's normal market areas.

GROWTHSection 2.3 Grow th Restrictions.

Pursuant to 12 U.S.C. 5 183 1o(e)(3), the Institution shall not permit its average total assetsduring any calendar quarter to exceed its average total assets during the preceding q uarter unless:(a) the OT S has accep ted the Institution's Capital Plan; (b) any increase in total assets isconsisten t with such Capital Plan , and (c) the Institution's ratio of tangible equity to assetsincreases during the q uarter at a rate sufficient to make the Institution adequately capitalizedwithin twenty (20) days. Th e OTS is imposing this restriction pursuant to 12 U.S.C. 18 31o(e)(3).ACTIVITIES POSING EXCESSIVE RISKSection 2.4 Restrictions on Activities Posing Excessive Risk.

A. The Institution's activities are restricted as provided by this Section 2.4. The OT Simposes these restrictions pursuant to 12 U.S.C. $5 1831 o(f)(2)(E ) and (f)(2)(J), havingdetermined th at those activities not permitted po se excessive risk to the Institution inview o f its deteriorating financial condition and that the restriction s will better carry outthe purposes of 12 U.S.C. 5 183 o.B. Restricted Activities. Except as may be required by legally binding writtencom mitm ents of the Institution outstand ing on Friday, April 10, 2009 , the Institutionshall not directly o r indirectly do the following:

1. make, invest in, purchase, sell, refinance, extend, or otherwise mo dify, or comm it tomak e, invest in, purchase, s ell, refinance, extend, or otherwise modify an ycom merc ial loans, letters of credit, participations therein, or any set of su ch loans,letters of credit, or participations without the prior written approv al of the O TS;2. release any borrower o r guarantor from personal or corpo rate liability on any loanor extensio n of credit granted by the Institution, except when the outstandingbalance of the loan and other outstan ding loans to the borrower or guarantor have


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been paid in full;3. make, or comm it to make, any investment in any service corporation, financesubsidiary, or operating subsidiary, or any subsidiary of a service corpo ration in realestate or equity securities;4. enter into any joint venture or limited partnersh ip agreement, directly or indirectly;5. engage in any forward com mitm ent, futures transaction, or financial optionstransaction;6. enter into any contract or agreement for the purchase, sale, or lease of goods,ma terials, equipment, supp lies, services or capital assets, except, however, that thisrestriction does not apply to co ntracts or agreem ents to be entered into in theordinary course of business where the amount of each contract or agreement doesnot exceed $10,000.7. enter into any lease or contract for the purchase o r sale of real estate or of anyinterest therein without the prior written approval of the OTS.8. encum ber any of its property or other assets, except, however that the Institutionmay pledge its assets in connection with borrowings necessary to meet liquidityneeds;9. incur any material obligation or co ntingen t liability, except as otherw ise permittedby this PCA Directive;10. establish any lo an production or age ncy office; or11. accept any non-cash capital contribution.

ADDITIONAL OPERATING RESTRICTIONSSection 2.5 Other Restrictions Imposed Pursuant to 12 U.S.C. 6 183 1o(f)(5).

Pursuant to 12 U.S.C. 5 183 o(f)(5), and based upon a determination by the OTS that theimp osition of certain restrictions described in 12 U.S.C. 5 183 1o(i), is necessary to carry out thepurposes of Section 38 of FDIA, the Institution is hereby prohibited from doing any of thefollowing without the O TS 's prior written consent:

A. Enterin g into any material transaction other than in the usual course of business,including any inve stme nt, expansion , acquisition, sale of assets, or other similar actionwith respect to which the Institution is required to provide prior notice to the OTS;B. Extending credit for any highly leveraged transaction;


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C. Am ending the Institution's charter or bylaws, except to the extent necessary to carry outany other requirement of any law, regulation, or order;D. Making any material change in accounting methods;E. Engaging in any covered transaction (as defined in 12 U.S.C. 5 371c(b)(7));F. Paying excessive compensation or bonuses; andG. Paying interest on new or renewed liabilities at a rate that would increase theInstitution's weighted average co st of funds to a level significantly exceeding theprevailing rates of interest on insured deposits in the Institution's normal m arket areas.

Section 2.6 Restrictions on Affiliate Transactions as Insiders Loans.A. Th e Institution shall not engage in any "covered transactions" as defined in 12 U.S.C. 5371c(b)(7). The O TS is imposing this restriction, pursuant to 12 U.S.C. $ 5 1831o(f)(5)and (i)(2)(E), based upon the O TS's determination that the restriction is necessary tocarry out the purpose of 12 U.S.C. 5 18310.B. The assets, facilities and staff of the Institution shall only be used for the benefit of theInstitution and shall not be shared or otherwise used, directly or indirectly, for thebenefit of any affiliate or other company. The OT S is imposing this restriction pursuantto the authority at 12 U.S.C. 5 183 1o(f)(2)(B).C. The Institution shall not extend any credit to executive officers, directors and principalshareholders. The O TS directs this action pursuant to 12 U.S.C. 5 183 o(f)(2)(J) andbased upon a determ ination by the OT S that such action will better carry out thepurposes of 12 U.S.C. 5 18310.

Section 2.7 Imposition of RestrictionslRequirements On Subsidiaries.Pursuant to 12 U.S.C. 5 183 o(f)(2)(E), the Institution shall cause all subsidiaries inwhich the Institution owns a m ajority of the stock to abide by the restrictions, limitations o rrequirements imposed on the Institution by this PCA Directive. The Institution shall also vote itsshares, use its influence and otherwise use its best efforts to im pose the sam e restriction on an y

subsidiary of which the Institution ow ns a minority of the stock. The Institution shallimm ediately notify the O TS in the event that the actions of any subsidiary would contravene therestrictions, lim itations, or requirements of this P CA Directive if undertaken by the Institution.


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CORRESPONDENT BANKINGSection 2.8 Limits On Deposits From Correspondent Banks.

Pursuant to 12 U.S.C. 183 o(f)(2)(G), the Institution shall not accept deposits, orrenew als or roll-overs of prior deposits, from correspon dent depository institutions, w ithout theOT S's prior written approval..MANA (;EMENT AND COMPI.INSA'I'IONSection 2.9 Limits on Com pensation and Benefits.

Pursuant to 12 U.S.C. $5 183 1o(f)(2)(J), (f)(4), and (f)(5), based upon a determination bythe OT S that the following restrictions will better carry out the purpose of 12 U.S.C. $ 18310, theInstitution is hereby directed:A. Not to provide any com pensa tion or other direct or indirect benefits to directors (whichshall include directors em eritus or honorary directors for purposes of this Section),officers or employ ees beyond those determined reaso nable and prudent for a capitaldeficient institution. Such compensation for directors and other emplo yees shall be inaccordance with 12 C.F.R. $ 563.161(b), Append ix A to 12 C.F.R. Part 570, andcurrent OTS guidance;B. Not to enter into, mo dify, or renew any agreeme nt or employm ent contract with orincrease the compen sation of or severance pay for any senior execu tive officer ordirector of the Institution without the OTS's prior written approval; andC. Not to incur any com pensa tion or benefit expen se for items or services that do not havean immediate, direct relationship to the performance of any individual's duties; exceptfor expenses incurred for employee pens iodp rofit sharing/retirement plans and healthand medical plans in existence as of the effective date of this PCA Directive.D. Not to niake any "golden parachute payment" as that term is defined in 12 U.S.C. $1828(k) and 12 C.F.R. Part 359, except in accorda nce with that statute and regulation.E. Not to purchase any bank owned life insurance without the Regional Director's priorwritten approval

Th e requirements of this Se ction 2.9 are imposed in ad dition to the man datory restrictionsimpo sed in senior executive officers' compensation set forth in this Section 2.1.MANAGEMENT CHANGES

Section 2.10 Changes in Directorate or Manag ement.


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Pursuant to 12 U.S.C. 5 1831o(f)(2)(F), the Institution shall provide the O TS at least 3 0 daysprior written notice of the addition of any director or senior executive officer, including a changein responsibilities in any existing senior executive officer, pursuant to 12 U.S.C. 5 183 1i and 12C.F.R. $ 563.560.THIRD PARTY CONTRACTSSection 2.11 Restrictions on Third Party Contracts.

Pursuant to 12 U.S.C. 183 Io(f)(2)(E), in order to reduc e exce ssive risk posed to theInstitution by certain third party contracts outsid e the normal course of business, the Institution ishereb y prohibite d from entering into any third party c ontracts , as set forth in Sec tion 3 10 of theOT S Exam ination Handbook, without the prior written approval of the OT S.RELIEF FROM RESTRICTIONSSection 2.12 Process for Exemptions from Restrictions.

A. The Institution may submit written requests to the OT S, requesting the O TS to issue anotice of non-objection for the purpose of either relieving the Institution from certainrestrictions hereunder, or requesting the OTS to provide notice of supervisory non-object ion with respect to a particular spe cifically identified transaction, loan, orinvestment.B. Requests for written notice of the OT S's non-objection pursuant to subsection (A)above must be accompanied by a resolution of the Board, signed by each individual

me mb er of the Board voting in favor of the resolution. All documentation consideredby the Board in adopting each such resolution shall be explicitly referenced in theminutes of the meeting at which the resolution was adopted and shall be made availableto the OTS representatives upon request.

PA RT I11 - GENERAL PROVISIONSSection 3.1 Jurisdiction.

This PC A D irective constitutes a final order under 12 U.S.C. 5 183 10 and is enforcea bleunder 12 U.S.C. $ 1818(i).Sectio n 3.2 Definitions.

A. All technical words or terms used in this PCA D irective, for which meanings are notspecified or otherwis e provided by the pro visions o f this PCA D irective, shall, insofar asapplicable, have meanings as defined in Chapter V of Title 1 2 of the Code of FederalRegulations, HOL A, FDIA, OTS Bulletins, or OTS Examination Handbook. Any such


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technical words or terms used in this PCA D irective and undefined in Code of FederalRegulations, HOLA , FDIA , OTS Bulletins or O TS E xamination Handbook shall havemeanings that are in accordance with the best custom and usage in the savings and loanindustry.B. The term "Effective Date" has the meaning set forth in Section 3.11 of this PCADirective.

Section 3.3 Successor Statutes, Regulations, Guidance Am endm ents.Reference in this PCA Directive to provisions o f statutes and regulations sh all be deemed toinclude references to all amendm ents to such provisions as have been mad e as of the effectivedate hereof and references to successor provisions as they become ap plicable.

Section 3.4 Notices.Except as otherw ise provided herein, any request, dem and, authorization, direction, notice,conse nt, waiver or other document provided or permitted by the PCA D irective to be made upon,giv en or furnished to, delivered to, or filed with the O TS or the Institution shall be in writing andsent by first class U.S. mail (or by reputable overnight courier, electronic facsimile transmission,or hand delivery via messenger) addressed as follows:

OTS :

Institution:

Southeast Region1475 Peachtree Street, NEAtlanta, Georgia 30309Attn: Arthur W. Goodhand, Acting Regional DirectorBankUnited, FSB255 Alhambra CirclePenthouseCoral G ables, Florida 33 134Attn.: Board of DirectorsC/ORamiro, Ortiz, President and CEO

Section 3.5 Duration, Termination or Suspension of the PCA Directive.A. The terms and provisions of this PC A Directive shall be binding upon the Institution

and its successors in interest.B. The PC A Directive shall remain in effect until terminated, modified or suspended inwriting by the O TS.C. The OTS, in its discretion, may, by written notice, suspend any or all provisions of thePCA Directive, except for Section 2.1 (Mand atory Restrictions).


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Prompt Corrective Action Directive (04/14/2009)Bankunited, FSB, Coral Gables, FL OTS No. 08045Page 16

The Stipulation is made a part hereof and is incorporated herein by this reference.Section 3.11 Effective Date of T his PCA Directive.

This PCA D irective (including all the requiremen ts and limitations herein) is effectiveimmediately on the date of issuance of the PCA Directive (Effective Date), which is the dateindicated below.IT IS SO ORDERED .

OFFICE OF THRIFT SUPERVISION

By: /s/Arthur W. GoodhandActing Southeast Regional Director

Date: See Effective Date on Page I


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UNITED STATES OF AMERICABefore The

OFFICE OF THRIFT SUPERVISION

In the Matter of:BankUnited, FSBCora l Gables, FloridaOT S Docket No. 08045

1) OTS Order No.: SE-09-023

1 Dated: April 14,2009

STIPULATION AND CONSENT TOPROMPT CORRECTIVE ACTION DIRECTIVE

1. Th e Office of Thrift Supervision (OTS) has informed BankUnited, FSB, Coral Gables,Florida, OTS No. 08054 (Institution), based upon inform ation reported to the OTS, thatgrounds exist to issue a Prompt Corrective Action Directive (PCA Directive) pursuant toSection 38 of the Federal D eposit Insurance Act (FDIA), 12 U.S.C . 5 18310, and Section565.7 of the OTS Regulations, 12 C.F.R. 5 565.7, against the Institution. The Institution, inthe interest of cooperation and to avoid the time and expe nse of pursuing further OTSadministrative procedures for the issuance of a PC A D irective, stipulates and consents to theterms set forth in this Stipulation and Consent.2. Th e Institution stipulates it is a federal savings association subject to the supervision andregulation by the OTS. The Institution is a "savings association" as that term is used in theHom e Owners' Loan Act (HOLA), 12 U.S.C. $ 5 1461 et seq., and a n "insured depositoryinstitution" as defined in 12 U.S.C. 55 18 13(b) and 18 13(c)(2). The Institution stipulates, assuch, that it is subject to the O TS's authority to issue a directive to take prompt correctiveaction pursuant to Section 38 of FDIA, 12 U.S.C. 5 18310, and Se ction 565.7 of the OTSRegulations, 12 C.F.R. 5 565.7.3. The Institution consents, by execution of this Stipulation and Consent, to the OTS's issuanceof the accomp anying PCA Directive. Th e Institution further agrees to com ply with the termsof the PCA Directive.4. The Institution consen ts, by execution of this Stipulation and Consent, to the OTS 'sappointment of a conservator or receiver or other legal custodian for the Institution at anytime that the Institution is "significantly undercapitalized" and until such time as theInstitution becomes "adequately capitalized" as determined pursuant to Section 38 of FDIA,12 U.S.C. 5 18310, and S ection 565.4 of the OT S Regu lations, 12 C.F.R. 5 565.4. TheInstitution hereby waives its rights to seek judicial review of suc h appointment.


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Prom pt Corrective Action Stipulation (04/14 /2009)Bankunited, FSB, Coral Gables, FL OTS No. 08045Page 2

5. Th e Institution, by execution of this Stipulation and Con sent, authorizes the OTS to provideotherwise confidential information about the Institution to third parties to facilitate thepossib le acquisition of the Institution by a qualified buyer, sale o f the Institution's assets orthe purchase of the Institution's branches, or the possible merger of the Institution with aqualified merger partner.6. The Institution, by execution of this Stipulation and Consen t, authorizes the Federal DepositInsurance Corporation (FDIC) to provide otherwise confidential information to third partiesto facilitate the liquidation or oth er resolution of the Institution in a nticipation of the possibleappointmen t of the FDIC as conserv ator, receiver, or other legal custodian . The Institutionhereby ag rees that upon notification that it is "critically undercapitalized" pursuant to Section565.3 of the OTS Regulations, 12 C.F.R. $ 565.3, the Institution will c oope rate fully with theFDIC to avoid a loss or otherwise minimize exposure to the insurance fund. Suchcooperation includes, but is not limited to, responding to requests for inform ation, providingfull access to personnel, agents and service providers, and accommodating on-site visits.

Nothing herein shall be interpreted to preclude such co operation with the FDIC at any timeprior to such time as the Institutio n may be notified that it is "critically unde rcapitalized".7. The attached PCA Directive is effective upon issuance. Th e Institution acknowledges thatthe PC A Directive is enforceable pursuant to Section 5(d) of HOL A, 12 U.S.C . 5 1464(d),and Section 8 of FDIA, 12 U.S.C . 1818.8. The Institution hereby waives the following:

(a) its rights to pursue the OTS's administrative process for issuance of the accompanyingPCA Directive pursuant to 12 C.F.R. $ 565.7;(b) any and all rights it might otherwise have pursuant to federal law or regulations(including, but not limited to, 12 U.S.C. 18310 and 12 C.F.R. $ 565.7) in connection w ithissuance of the PCA Directive;(c) its right to seek judicia l re view o f the PCA Directive, inc luding, but not limited to, anysuch right provided by Se ction 8(h) of FDIA, 12 U.S.C. 18 18(h); and(d) its right to challenge or contest in any mann er the basis, issuance, validity orenforceability of the PC A Directive or any provision thereof.

9. The Cease and Desist Order dated September 19, 2008, remains in effect.10. (a) The laws of the U nited States of America shall govern the construction and validity ofthis Stipulation and C onsent and the PCA Directive.

(b) A ll references to the O TS in this Stipulation and Consent and the PC A D irective alsoshall mean any of the O TS 's predecessors, succ essors, and assigns.


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Prom pt Corrective Action Stipulation (04/14/2009)BankUnited, FSB, Coral Gables, FL OTS No. 08045Page 3

(c) To the extent this Stipulation and Consent and PC A Directive may be deem ed anagreement, the written terms herein and in the accompa nying PCA Directive represent thefinal and sole binding written terms of suc h agreement with respect to the subject mattersaddressed therein.11.Each Director signing this Stipulation attests that slhe voted in favor of the resolutionauthorizing the execution of this Stipulation.

BankUnited, FSBCora l Gables, FloridaOTS No. 08045

By: Is1 By : Is1Lawrence H. Blum, Chairman Tod Aronovitz, Director

By: Is/ By: Is/Allen M. Bernkrant, Director Hardy C. Katz, Director

By : Is1 By: Is/Marc D. Jacobson, Director Neil H. Messinger, Director

By: Is/ By: Is/Ram iro A. Ortiz, Director Bradley S. Weiss, Director

Accepted By:Office of Thrift S upervision

By: Is/Arthur W. GoodhandActing Southeast Regional Director

Date: See Effective Date on Page I

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Prompt Corrective Action Directive