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                                                                    EXHIBIT 10.2



                          CHANGE IN CONTROL AGREEMENT

         This AGREEMENT is made as of the 7th day of May, 2003, between
BANKUNITED FINANCIAL CORPORATION, a Florida corporation (the "Corporation"), and
Abel Iglesias ("Officer").

                                    RECITALS

         WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation and its shareholders to obtain
the services of the Officer;

         WHEREAS, the Corporation wishes to engage the services of Officer as an
Executive Vice President of BANKUNITED, FSB (the "Bank");

         WHEREAS, Officer is expected to make a significant contribution to the
management, profitability and growth of the Bank, and, consequently, of its
parent, the Corporation; and

         WHEREAS, Officer is expected to possess an intimate knowledge of the
Bank's business and affairs, including its policies, plans, methods, personnel
and problems; and

         WHEREAS, the Corporation and the Bank consider the continued employment
of Officer to be in the best interests of the Corporation, the Bank and the
shareholders of the Corporation, and desire to assure themselves of Officer's
continued services on an objective and impartial basis and without distraction
or conflict of interest in the event of any efforts to effect a change of
ownership or control of the Corporation and/or the Bank; and

         WHEREAS, Officer is willing to remain in the employ of the Bank upon
the understanding that it will provide Officer with income security in the event
of a change in control of the Corporation and/or the Bank, upon the terms and
conditions provided herein.

         NOW, THEREFORE, in consideration of the foregoing, the Corporation and
Officer agree as follows:

         1. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings set forth in this Section 1:

         a. "Cause" shall mean (i) Officer's refusal or failure to perform
Officer's material duties for the Corporation (other than a failure resulting
from Officer's incapacity due to physical or mental illness), which refusal or
failure has continued for a period of at least 30 days after a written notice of
demand for substantial performance, signed by a duly authorized officer of the
Corporation, has been delivered to Officer specifying the manner in which
Officer has refused or failed substantially to perform; (ii) an act(s) of
personal dishonesty, incompetence, or willful misconduct in connection with her
employment or the performance of services for or the handling of the affairs of
the Corporation or the Bank, (iii) the conviction of Officer for, or a plea of
guilty or NOLO CONTENDERE to, a criminal act which is a felony, or which is a




<PAGE>

misdemeanor involving theft, dishonesty or moral turpitude; (iv) the breach of a
fiduciary duty owed to the Corporation or the Bank involving personal profit or
intentional failure to perform stated duties, or which could seriously prejudice
the interest of the Corporation, the Bank, its depositors, or shareholders; or
(v) the breach or willful violation of any law, rule, regulation, corporate
policy (other than traffic violations or similar non-material offenses), or
final cease and desist order in connection with his performance of services for
the Corporation or the Bank, including, but not limited to, federal and state
securities laws.

         b. A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

                  (a) any person, as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such term
is modified in Sections 13(d) and 14(d) of the Exchange Act, is or becomes the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 51% or
more of the combined voting power of the Corporation's then outstanding voting
securities (other than (A) any employee plan established by any "Corporation"
which for these purposes shall be deemed to be the Corporation and any
corporation, association, joint venture, proprietorship or partnership which is
connected with the Corporation either through stock ownership or through common
control, within the meaning of Sections 414(b) and (c) and 1563 of the Internal
Revenue Code of 1986, as amended, (B) the Corporation or any of its affiliates
(as defined in Rule 12b-2 promulgated under the Exchange Act), (C) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) a corporation owned, directly or indirectly, by shareholders of
the Corporation in substantially the same proportions as their ownership of the
Corporation or (E) Alfred R. Camner any member(s) of his family or an entity,
person, or group acting in concert with him or his family or on his behalf.

                  (b) the shareholders of the Corporation approve a merger of
consolidation of the Corporation with any other corporation other than (A) a
merger or consolidation that would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), in combination with the ownership
of any trustee or other fiduciary holding securities under an employee benefit
plan of any Corporation, at least 51% of the combined voting power of the voting
securities of the Corporation or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger of
consolidation effected to implement a recapitalization of the Corporation (or
similar transaction ) in which no Person is or becomes the beneficial owner (as
defined in clause (a) above), directly or indirectly, of voting securities of
the Corporation or of the surviving entity of such merger or consolidation or
any parent thereof representing 51% or more of the combined voting power of the
Corporation's then outstanding voting securities or the Corporation or any
surviving entity or parent (other than Alfred R. Camner or any member(s) of his
family or an entity, person, or group acting in concert with him or his family
or on his behalf); or

                  (c) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's


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assets, other than a sale or disposition by the Corporation of all or
substantially all of the Corporation's assets to an entity, at least 75% of the
combined voting power of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of the Corporation
immediately prior to such sale.

         c. The "Change in Control Date" shall be the later to occur of the
closing date or the effective date (as the case may be) of the transaction or
event resulting in the Change in Control.

         d. "Employer" shall mean any one or more of the following with respect
to which Officer shall have been employed: the Corporation, the Bank and/or a
subsidiary or affiliate of the foregoing corporations, and/or any successor
thereto or subsidiary or affiliate of a successor thereto.

         e. "Severance Payment" shall mean an amount equal to the sum of:

         (i) Officer's base salary as in effect on the Change in Control Date;
provided, however, that Officer's base salary as in effect on the Change in
Control Date shall be annualized, and provided further that, in the event that
there occurs any reduction in Officer's base salary and such reduction occurs
(A) any time commencing with the date sixty (60) days prior to the date on which
the Corporation, the Bank, Camner and/or a subsidiary or affiliate of the
foregoing persons entered into an oral or written, binding or nonbinding,
agreement with a third party to effect a Change in Control (an "Agreement to
Effect a Change in Control") or (B) any time within the sixty (60) day period
ending on the Change in Control Date where such Change in Control has been
effected without the entering into an Agreement to Effect a Change in Control,
then, for purposes of determining the amount of the Severance Payment, such
reduction shall be disregarded and Officer's base salary as in effect
immediately prior to such reduction shall be used in lieu of Officer's base
salary as in effect on the Change in Control Date; and

         (ii) the sum of all bonuses awarded to Officer in respect of services
rendered by Officer to Employer in the fiscal year of Employer (the "Employer's
Prior Fiscal Year") which immediately precedes the fiscal year in which there
occurs a Change in Control (collectively, "Officer's Prior Year Bonus");
provided, however, that, in the event that there is entered into an Agreement to
Effect a Change in Control any time commencing with the date one hundred twenty
(120) days prior to the final day of the Employer's Prior Fiscal Year or, absent
the entering into of an Agreement to Effect a Change in Control, the Change in
Control Date shall occur within one hundred twenty (120) days after the final
day of the Employer's Prior Fiscal Year, then there shall be included in the
Severance Payment the greater of Officer's Prior Year Bonus or the sum of all
bonuses awarded to Officer in respect of services rendered by Officer to
Employer in the fiscal year immediately preceding the Employer's Prior Fiscal
Year.

         f. "Disability" shall mean any physical or mental condition that
prevents the Officer from performing the essential function of her position for
at least three (3) months after the commencement of such condition and that is
determined to be of a permanent duration by a physician acceptable to the
Corporation and the Officer or the Officer's legal representative (such
agreement as to acceptability not to be unreasonably withheld). If the
Corporation determines in good faith that the Disability of the Officer has
occurred, and that it cannot reasonably accommodate the disability as defined by



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law it may give to the Officer written notice of its intention to terminate the
Officer's employment. In such event, the Officer's employment with the
Corporation shall terminate effective as of the Disability Effective Date,
provided that the Officer shall not have returned to full-time performance of
the Officer's duties prior to the Disability Effective Date. Any subsequent
different Disability shall not be deemed a continuation of a prior Disability
and, the determination of time periods for the purposes of this provision shall
recommence. Any dispute shall be resolved by arbitration as provided in Section
24.

         g. "Disability Effective Date" shall mean the thirty (30) days
following receipt by the Officer of notice from the Corporation of the
Corporation's intention to terminate the Officer's employment because of the
Officer's disability.

         2. OPERATION OF AGREEMENT. This Agreement shall be effective
immediately upon its execution; provided, however, that the Corporation shall
only be obligated to pay to Officer the Severance Payment in the event of a
Change in Control and upon the terms and conditions set forth in this Agreement.

         3. TERMINATION OF AGREEMENT PRIOR TO A CHANGE IN CONTROL; EFFECT OF
AGREEMENT PRIOR TO OR FOLLOWING A CHANGE IN CONTROL.

         a. This Agreement shall remain in full force and effect unless and
until the earlier of:

                  (i) its termination by the written agreement of the parties
hereto; or

                  (ii) the termination of Officer's employment with the Bank and
its subsidiaries and affiliates prior to a Change in Control (other than a
termination by the Bank without Cause, which termination occurs (A) any time
commencing with the date sixty (60) days prior to the date on which there is
entered into an Agreement to Effect a Change in Control or (B) any time within
the sixty (60) day period ending on the Change in Control Date where such Change
in Control has been effected without the entering into of an Agreement to Effect
a Change in Control), in which case this Agreement shall terminate concurrently
with the termination of Officer's employment and shall be of no further force or
effect.

         b. Employer's employment rights and obligations with respect to Officer
are not affected by this Agreement prior to the occurrence of any event which
constitutes a Change in Control. Subject to any employment agreement which may
hereinafter be entered into between Officer and Employer, nothing contained in
this Agreement shall be deemed to (i) require or imply any obligation on the
part of Officer to continue in the employment of Employer prior to or following
a Change in Control, (ii) require or imply any right on the part of Officer to
continue in the employment of Employer prior to a Change in Control or (iii)
limit in any way the right of Employer to terminate the employment of Officer,
with or without Cause, at any time prior to a Change in Control. Notwithstanding
anything to the contrary herein, nothing in this Section 3b. shall be construed
to alter or limit in any way Employer's obligations under Section 4 in the event
of a Change in Control.




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         4. SEVERANCE PAYMENT FOLLOWING A CHANGE IN CONTROL. In the event that a
Change in Control occurs while this Agreement is in effect and there is
satisfied one of the conditions set forth in subsections a., b. c. or d. of this
Section 4, the Corporation shall pay to Officer any compensation, remuneration
or other benefits then owed to Officer, and any payout required by any such
subsections a., b., c. or d. in one lump sum payment payable in full as
described below:

         a. If Officer is not employed by Employer on the Change in Control Date
due to the termination by Employer of Officer's employment without Cause, which
termination of employment occurs (i) any time commencing with the date sixty
(60) days prior to the date on which there is entered into an Agreement to
Effect a Change in Control or (ii) any time within the sixty (60) day period
ending on the Change in Control Date where such Change in Control has been
effected without the entering into of an Agreement to Effect a Change in
Control, then the Severance Payment shall be payable to Officer on the Change in
Control Date and upon payment in full thereof, this Agreement shall terminate;
or

         b. If Officer is employed by Employer on the Change in Control Date,
the Severance Payment shall be payable to Officer on the earliest of six (6)
months after the Change in Control Date, the date that the acquiring entity
terminates Officer for any reason regardless of when such termination occurs, or
the date that the Officer terminates employment as a result of any of the
following grounds, and upon payment in full thereof, this Agreement shall
terminate:

                  (i) Officer has been assigned any duties inconsistent with her
position, duties, responsibilities and status with Employer as in effect
immediately prior to the Change in Control Date;

                  (ii) Employer has reduced Officer's annual salary or other
compensation or remuneration as in effect immediately prior to the Change in
Control Date;

                  (iii) Employer has required Officer to be based more than
fifty (50) miles from the offices where Officer was based immediately prior to
the Change in Control Date, except for required travel on Employer's business to
an extent substantially consistent with her previous business travel obligations
or, in the event that Officer consents to any such relocation, Employer has
failed to pay (or reimburse Officer for) all reasonable moving expenses
incurred; or

                  (iv) Employer has failed to continue in effect any benefit,
retirement or compensation plan, thrift and savings plan, stock bonus plan,
stock option/stock appreciation rights plan, life insurance plan, health plan or
disability plan in which Officer was participating on the Change in Control Date
(or plans providing substantially similar benefits), or Employer has taken any
action which would adversely affect (A) Officer's participation in or materially
reduce Officer's benefits under any of such plans or (B) any material fringe
benefit or perquisite enjoyed by Officer as of the Change in Control Date, or
Employer has failed to provide Officer with the number of paid vacation days to
which she is entitled in accordance with Employer's normal vacation policy in
effect on the Change in Control Date.



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         For purposes of determining Officer's right to receive the Severance
Payment pursuant to this subsection b, in the event that there occurs any
diminution in Officer's duties, annual salary or other compensation or
remuneration and/or entitlements under or with respect to such plans, fringe
benefits, perquisites or vacation days as are described in clause (iv) of this
subsection b, or any change in the office in which Officer is based such that
there occurs an increase in the distance of Officer's commute to such office,
and such diminution or change occurs (A) any time commencing with the date sixty
(60) days prior to the date on which there is entered into an Agreement to
Effect a Change in Control or (B) any time within the sixty (60) day period
ending on the Change in Control Date where such Change in Control has been
effected without the entering into of an Agreement to Effect a Change in
Control, such diminution and/or change shall be disregarded, and Officer's
duties, annual salary or other compensation or remuneration, entitlements and/or
base of employment immediately prior to such diminution or change shall be used
to determine Officer's right to receive the Severance Payment pursuant to this
subsection b; or

         c. If Officer is employed by Employer on the Change in Control Date and
Officer determines to resign such employment, an amount equal to the annualized
amount of Officer's base salary as in effect on the Change in Control Date shall
be payable to Officer on the last day of Officer's employment provided that
Officer remains in the employ of the acquiring entity for a period not to exceed
six (6) months if the acquiring entity so requests in writing within one
business day of Officer's notice of decision to resign and upon payment in full
thereof, this Agreement shall terminate; or

         d. If Officer is employed by Employer on the Change in Control Date
and, thereafter, Officer ceases to be employed by Employer due to Officer's
death or Disability, then the Severance Payment shall be payable to Officer, or
Officer's estate or legal representative, as the case may be, within thirty (30)
days of such cessation of employment and upon payment in full thereof, this
Agreement shall terminate.

         5. CERTAIN REGULATORY CONSIDERATIONS. Notwithstanding anything in this
Agreement to the contrary:

         a. any payments made to Officer pursuant to this Agreement or otherwise
are subject to and conditioned upon their compliance with 12 U.S.C. Sec. 1828(k)
and any regulations promulgated thereunder;

         b. if Officer is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
Sections 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) or (g)(1)), (the "Act"), the obligations of the Corporation under
this Agreement shall be suspended as of the date of service of such notice,
unless stayed by appropriate proceedings. If the charges in such notice are
dismissed, then immediately upon such dismissal, the obligations hereunder of
the Corporation shall be reinstated, including, without limitation, the
obligation to pay to Officer the Severance Payment if a Change in Control has
occurred;


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         c. if Officer is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all
obligations of the Corporation hereunder shall terminate as of the effective
date of the order, but vested rights of the parties hereto shall not be
affected;

         d. if the Bank is in default (as defined in Section 3(x)(1) of the
Act)(12 U.S.C. 1813(x)(1)), all obligations under this Agreement shall terminate
as of the date of default, but this subsection d. shall not affect any vested
rights of the parties hereto; and

         e. except to the extent determined by the Director of the Office of
Thrift Supervision or his/her designee (the "Director") that the continuation of
this Agreement is necessary for the continued operation of the Bank, all
obligations under this Agreement shall be terminated at the time that (i) the
Director of the Office of Thrift Supervision or the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the Bank under the authority contained in Section 13(c) of the Act (12 U.S.C.
1823(c)), (ii) the Director approves a supervisory merger to resolve problems
related to operation of the Bank or (iii) the Bank is determined by the Director
to be in an unsafe or unsound condition; provided, however, that any rights of
the parties hereto that have already vested shall not be affected by such
action.

         6. EFFECT OF AGREEMENT ON OTHER RIGHTS. This Agreement shall not
diminish or enhance other rights which Officer (or her estate, survivors or
heirs) may have under any other contract, employee benefit plan or policy of
Employer except as expressly provided in this Agreement.

         7. ARBITRATION.

         a. All disputes under this Agreement shall be settled by arbitration in
Miami, Florida, before a single arbitrator pursuant to the employment rules of
arbitration (the "AAA Rules") of the American Arbitration Association (the
"AAA"). Arbitration may be commenced at any time by any party hereto giving
written notice (the "Arbitration Notice") to the other party that such dispute
has been referred to arbitration under this Section 7. The arbitrator shall be
selected by the joint agreement of the Corporation and Officer, but if they do
not so agree within 20 days after the date of the giving of the Arbitration
Notice, the selection shall be made pursuant to the AAA Rules from the panels of
arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be
conclusive and binding upon the parties hereto and not subject to appeal;
provided, however, that any such award shall be accompanied by a written opinion
of the arbitrator giving the reasons for the award. This provision for
arbitration shall be specifically enforceable by the parties and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The expenses of the arbitrator shall initially be shared
equally by the parties; provided, however, that the arbitrator shall award to
the prevailing party all fees and expenses (including, without limitation,
attorneys' fees and expenses and expenses of the arbitrator) incurred by such
prevailing party in connection with the arbitration. The prevailing party shall



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also be entitled to recover from the non-prevailing party reasonable attorneys'
fees (including, without limitation, all such fees, costs and expenses incident
to appellate, bankruptcy and post-judgment proceedings) incurred as a result of
any judicial proceedings relating to the specific enforcement of this Section 7
or judgment upon the award rendered by the arbitrator hereunder, in addition to
any other relief to which the prevailing party may be entitled. For purposes of
this Section 7, "attorneys' fees" shall include, without limitation, paralegal
fees, investigative fees, administrative costs and all other charges billed by
the attorney to the prevailing party.

         b. Notwithstanding subsection a. of this Section 7, to the extent that
arbitration of a dispute hereunder is not legally permitted such that the
parties to such dispute are prohibited at the time of such dispute from mutually
agreeing to submit such dispute to arbitration, either party may commence a
civil action in a court of appropriate jurisdiction to resolve such dispute. The
prevailing party in such proceedings shall be entitled to recover from the
non-prevailing party reasonable attorneys' fees (including, without limitation,
all such fees, costs and expenses incident to appellate, bankruptcy and
post-judgment proceedings) incurred in that action or proceeding, in addition to
any other relief to which such party may be entitled.

         c. Nothing contained in this Section 7 shall prevent the parties from
settling any dispute by mutual agreement at any time.

         8. NOTICES. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be sufficiently
given if and when mailed in the continental United States by registered or
certified mail, return receipt requested, or personally delivered to the party
entitled thereto at the address stated below or to such changed address as the
addressee may have given by a similar notice:

                           If to Officer:
                           Abel Iglesias, Executive Vice President
                           BankUnited, FSB
                           255 Alhambra Circle
                           Coral Gables, Florida 33134

                           If to the Corporation:
                           Ramiro A. Ortiz, President
                           BankUnited Financial Corporation
                           255 Alhambra Circle
                           Coral Gables, Florida 33134


         9. SUCCESSORS; NONASSIGNABILITY.

         a. Any successor (whether direct or indirect, by purchase, merger or
consolidation or otherwise) to all or substantially all of the business or
assets of the Corporation shall be bound by this Agreement in the same manner
and to the same extent as the Corporation as if no such succession had taken
place. As used in this Agreement, the term "Corporation" shall include any
successor to all or substantially all of the Corporation's business or assets or
which otherwise becomes bound by the terms and provisions of this Agreement,
whether by the terms hereof, by operation of law or otherwise. Except as
provided in this Section 9(a), this Agreement shall not be assignable by the
Corporation.




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         b. All rights of Officer under this Agreement shall inure to the
benefit of and be enforceable by Officer and his personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Officer should die while any amount would still be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided, shall be paid in accordance with the terms of this Agreement
to her devisee, legatee or other designee or, if there be no such designee, to
her estate.

         10. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties relating to the subject matter hereof and
supersedes all prior agreements, understandings and representations, whether
oral or written, relating to such subject matter. Notwithstanding the foregoing,
this Agreement does not supersede any benefits provided by the Corporation's
employee benefit plans, including, without limitation, the Corporation's stock
option and stock award plans, to employees, including the Officer, upon a change
in control as defined in such plans or as provided in any agreement relating to
a specific benefit or award under those plans.

         11. SEVERABILITY. The invalidity or unenforceablity of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         12. MODIFICATIONS; WAIVER. This Agreement may be modified, waived or
amended at any time prior to a Change in Control by written agreement signed by
Officer and the Corporation. Upon the occurrence of a Change in Control, no
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Officer and
by such officer of the Corporation as may be specifically authorized and
designated by the Board of Directors of the Corporation. No waiver by either
party at any time of any breach by the other party of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or any prior to or subsequent time.

         13. WITHHOLDING TAXES. The Corporation may withhold from the Severance
Payment all federal, state, city or other taxes as shall be required pursuant to
any law or governmental regulation or ruling.

         14. GOVERNING LAW. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Florida without giving effect to the principles of conflict of laws thereof.

         15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.

         16. APPLICATION OF SECTION 280G OF THE INTERNAL REVENUE CODE. It is the
intention of the parties that, in the event of a Change in Control, the
Severance Payment shall not constitute "excess parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated by the Internal Revenue Service thereunder. In the
event that the independent accountants acting as auditors for the Corporation on
the Change in Control Date (or another accounting firm designated by such



                                       9
<PAGE>

auditor and reasonably acceptable to Officer) determine that the Severance
Payment may constitute "excess parachute payments," the Severance Payment shall
be reduced to the maximum amount that may be paid without such Severance Payment
constituting "excess parachute payments." Such determination pursuant to this
Section 16 shall take into account (a) whether the payments under this Agreement
are "parachute payments" within the meaning of Section 280G and, if so, (b) the
portion of such Severance Payment which constitutes "reasonable compensation"
within the meaning of Section 280G. Nothing contained in this Agreement shall
prevent the Corporation after a Change in Control from agreeing with Officer to
pay Officer's compensation or benefits in excess of those provided in this
Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

WITNESS:                              CORPORATION:
                                      BankUnited Financial Corporation


                                       By:
-----------------------------             -------------------------------------
                                          Ramiro A. Ortiz
                                          President and Chief Operating Officer

-----------------------------


WITNESS:                               OFFICER:


-----------------------------          ----------------------------------------
                                       Abel Iglesias

-----------------------------





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