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                                                                    EXHIBIT 10.4


                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment (this "Amendment") to the Second Amended and Restated
Employment Agreement effective as of April 1, 2002 (the "Agreement") is made by
and between BankUnited FSB, (the "Bank") and Alfred R. Camner ("Executive") and
is effective as of April 1, 2003.

                                    RECITALS

         WHEREAS, Section 8 of the Agreement states that "the Bank shall provide
to the Executive for his exclusive use an automobile owned or leased by the Bank
which shall be a BMW 7 Series (or an automobile of similar stature and caliber),
to be used in the performance of his duties hereunder, including commuting to
and from his personal residence;" and

         WHEREAS, the Bank and the Executive have agreed to downgrade the brand
and model of the vehicle to which he would be entitled to under Section 8,
replacing the "BMW 7 Series" with a "Ford Expedition (or an automobile of
similar stature and caliber);" and

         WHEREAS, the Bank and the Executive have also agreed that the Bank
shall reimburse the Executive for costs incurred by the Executive under a lease
or purchase contract for such vehicle in the event that the Bank does not
directly make such payments for the vehicle; and

         WHEREAS, Section 5 of the Agreement addressing "Additional Employee
Benefit Plans and Programs," states that "the Executive's estate or his designee
shall be the beneficiary of life insurance policies on the life of the Executive
having a face amount of at least $6,000,000" and the Bank and the Executive have
agreed that, in the event the Executive obtains a substitute policy or policies
for the existing life insurance policies providing coverage of $6,000,000, and
cancels the existing policies, then the Bank shall reimburse him for the costs
of such new policy or policies to the extent of the amount that the premium on
the cancelled policies would have been, had such cancelled policies continued in
force.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:

         1.       Section 8 of the Agreement is hereby amended and restated in
                  its entirety as follows:

                           "The Executive's principal place of employment shall
                  be at the Bank's executive offices at the address first above
                  written, or at such other location within Coral Gables at
                  which the Bank shall maintain its principal executive offices,
                  or at such other location as the Bank and the Executive may
                  mutually agree upon. The Bank shall provide the Executive at
                  his principal place of employment with a private office,
                  secretarial services and other support services and facilities
                  including, but not limited to, Internet and Bloomberg
                  Financial Market Commodities and News Access Subscriptions,


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                  cellular telephones, pagers and a lap top computer, suitable
                  to his position with the Bank and necessary or appropriate in
                  connection with the performance of his assigned duties under
                  this Agreement. The Bank shall provide to the Executive for
                  his exclusive use an automobile owned or leased by the Bank
                  which shall be a Ford Expedition (or an automobile of similar
                  stature and caliber), to be used in the performance of his
                  duties hereunder, including commuting to and from his personal
                  residence. The Bank shall reimburse the Executive for his
                  ordinary and necessary business expenses, including, without
                  limitation, all expenses associated with his business use of
                  the aforementioned automobile, including the reimbursement of
                  costs associated with leasing or purchasing the automobile,
                  fees for memberships in such clubs and organizations as the
                  Executive and the Bank shall mutually agree are necessary and
                  appropriate for business purposes, and his travel and
                  entertainment expenses incurred in connection with the
                  performance of his duties under this Agreement, in each case
                  upon presentation to the Bank of an itemized account of such
                  expenses in such form as the Bank may reasonably require.


         2.       The first paragraph of Section 5 is hereby amended and
                  restated in its entirety as follows:

                           "During the Employment Period, the Executive shall be
                  treated as an employee of the Bank and shall be entitled to
                  participate in and receive benefits under any and all
                  qualified or non-qualified retirement, pension, savings,
                  profit-sharing or stock bonus plans, any and all group life,
                  health (including hospitalization, medical and major medical),
                  dental, accident and long term disability insurance plans, and
                  any other employee benefit and compensation plans (including,
                  but not limited to, any incentive compensation plans or
                  programs, stock option and appreciation rights plans and
                  restricted stock plans) as may from time to time be maintained
                  by, or cover similarly situated executives of, the Bank, in
                  accordance with the terms and conditions of such employee
                  benefit plans and programs and compensation plans and programs
                  and consistent with the Bank's customary practices. The
                  Executive's estate or his designee shall be the beneficiary of
                  life insurance policies on the life of the Executive having a
                  face amount of at least $6,000,000.00. In the event that the
                  Executive obtains a substitute policy or policies for the
                  existing life insurance policies providing coverage of
                  $6,000,000, and cancels the existing policies, the Bank shall
                  reimburse him for the costs of such new policy or policies to
                  the extent of the amount that the premium on the cancelled
                  policies would have been, had such cancelled policies
                  continued in force."




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         3.       Except as modified by this Amendment, all other terms and
                  conditions of the Agreement remain in full force and effect.

         IN WITNESS WHEREOF, the Bank 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, FSB                               Executive:


By:                                           By:
   ------------------------------------          ------------------------------
Name:  Lawrence Blum                             Name: Alfred R. Camner
Title: Vice Chairman of the Board
       and Secretary



ATTEST:


By:
   ------------------------------------
      Assistant Secretary







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