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                                                                    EXHIBIT 10.3


                        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 Financial Corporation (the "Company") and Alfred R.
Camner ("Executive") and is effective as of April 1, 2003.

                                    RECITALS

         WHEREAS, Section 8 of the Agreement states that "the Company shall
provide to the Executive for his exclusive use an automobile owned or leased by
the Company 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 Company 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 Company and the Executive have also agreed that the
Company shall reimburse the Executive for costs incurred by the Executive under
a lease or purchase contract for such vehicle in the event that the Company 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 Company 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 Company 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 Company's executive offices at the address first
                  above written, or at such other location within Coral Gables
                  at which the Company shall maintain its principal executive
                  offices, or at such other location as the Company and the
                  Executive may mutually agree upon. The Company 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,



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                  Internet and Bloomberg Financial Market Commodities and News
                  Access Subscriptions, cellular telephones, pagers and a lap
                  top computer, suitable to his position with the Company and
                  necessary or appropriate in connection with the performance of
                  his assigned duties under this Agreement. The Company shall
                  provide to the Executive for his exclusive use an automobile
                  owned or leased by the Company 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
                  Company 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 Company 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 Company of an itemized account of
                  such expenses in such form as the Company 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 Company 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 Company, in
                  accordance with the terms and conditions of such employee
                  benefit plans and programs and compensation plans and programs
                  and consistent with the Company'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 Company
                  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 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:                                       By:
   --------------------------------          -----------------------------------
Name:  Lawrence Blum                         Name: Alfred R. Camner
Title: Vice Chairman of the Board
       and Secretary

ATTEST:

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



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