Amendment to Employment Agreement between Bank and Alfred R. Camner


 Exhibit 10.3 
 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT 
 This Amendment No. 4 (the “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 (the “Executive”) and is effective as of June
7, 2006. 
 RECITALS 
 WHEREAS, Section 9(b)(viii) of the Agreement currently provides that the Executive may make an election following his termination of employment with the Bank, and subject to the Bank’s consent, to receive a lump sum payment for
the difference between the Market Value and exercise price of the shares subject to his stock options, upon surrender of such stock options; and 
 WHEREAS; upon consultation with various advisors, the Committee and the Executive had determined to delete the Executive’s right to make such an election; 
 NOW, THEREFORE BE IT RESOLVED, in consideration of the mutual agreements and premises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1. Section 9(b)(viii) of the
Agreement is hereby deleted in its entirety and replaced by the following: 
 At the election of the Bank made within thirty
(30) days following the Executive’s termination of employment with the Bank, upon the surrender of options or appreciation rights issued to the Executive under any stock option and appreciation rights plan or program maintained by, or covering
employees of, the Bank, a lump sum payment in an amount equal to the product of: 
 (A) the excess of (I) the fair market
value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise price per share for such option or appreciation right, as specified
in or under the relevant plan or program; multiplied by 
 (B) the number of shares with respect to which options or
appreciation rights are being surrendered. 
 For purposes of this Section 9(b)(viii) and for purposes of determining the Executive’s
right following his termination of employment with the Bank to exercise any options or appreciation rights not surrendered pursuant hereto, the Executive shall be deemed fully vested in all options and appreciation rights under any stock option or
appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program; 






 Amendment No. 4 
 BankUnited, FSB 
 Alfred Camner Employment Agreement 
 Page 2 
 2. 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 as first written above. 
  

									
	BANKUNITED, FSB	 		 	EXECUTIVE:
					
	By:	 	 /s/ Lawrence H. Blum
  
	 		 		 	 /s/ Alfred R. Camner
  

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

  

			
	ATTEST:
		
	By:	 	 /s/ Dellene Acampa
  

	Name:	 	Dellene Acampa
	Title:	 	Assistant Secretary