Exhibit 99.8
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Computershare
161 Bay State Drive
Braintree Massachusetts 02184
Telephone 800 279 7134
www.computershare.com
MR A SAMPLE
DESIGNATION (IF ANY)
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C 1234567890
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Primary Subscription
Rights 12345678901234
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BLUE VALLEY - REVISED SUBSCRIPTION RIGHTS CERTIFICATE AND REVISED ELECTION FORM
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DISCLAIMER PLEASE READ - The original Subscription Rights Certificate has been
revised because of the information described in the enclosed Prospectus
Supplement No. 2. Please read the enclosed Prospectus Supplement No. 2, along
with the Prospectus, before completing and mailing this Revised Subscription
Rights Certificate.
UNLESS THE EXERCISE PERIOD IS EXTENDED, THIS RIGHTS OFFERING IS BEING FURTHER
EXTENDED TO EXPIRE AT (I) 5:00 P.M., EASTERN TIME, ON DECEMBER 22, 2008 FOR ALL
RECORD HOLDERS ("RECORD HOLDER EXPIRATION DATE") AND (II) 5:00 P.M., EASTERN
TIME, ON DECEMBER 17, 2008 FOR ALL STOCKHOLDERS WHO HOLD STOCK THROUGH THE
RESTRICTED STOCK AWARD PROGRAM AND/OR THROUGH THE ESPP PROGRAM (THE "EARLY
EXPIRATION DATE" AND TOGETHER WITH THE "RECORD HOLDER EXPIRATION DATE"
COLLECTIVELY REFERRED TO AS THE "EXPIRATION DATE").
Blue Valley Ban Corp. has distributed to each holder of its common stock owned
as of record (each an "Eligible Holder") at 5:00 p.m., Eastern Standard Time on
November 10, 2008 (the "Record Date"), at no charge, one non transferable right,
for each share of common stock held as of the Record Date, to purchase 0.1352 of
a share of common stock of Blue Valley Ban Corp. at $18.00 per full share (the
"Subscription Rights"). Each Subscription Right entitles an Eligible Holder who
fully exercises its basic subscription privilege to subscribe, prior to the
Expiration Date, for additional shares of common stock of Blue Valley Ban Corp.
at an exercise price of $18.00 per full share to the extent that any shares are
not purchased by other Eligible Holders under their basic subscription privilege
as of the Expiration Date or to the extent the Company decides to increase the
size of the offering (the "Oversubscription Privilege"). The terms and
conditions of the Subscription Rights offering are set forth in Blue Valley Ban
Corp.'s Prospectus dated November 10, 2008 (as it may be amended or
supplemented, the "Prospectus"), which is incorporated into this Rights
Certificate by reference. Capitalized terms used but not defined herein have the
meanings set forth in the Prospectus. The owner of this certificate is entitled
to the number of basic Subscription Rights, and is entitled to exercise the
basic Subscription Rights for the number of shares, shown on this Rights
Certificate.
THE SUBSCRIPTION RIGHTS ARE NON TRANSFERABLE
The Subscription Rights are non transferable. The Subscription Rights will not
be listed on any securities exchange or quoted on any automated quotation
system. Blue Valley Ban Corp. cannot assure you that the shares of common stock
of Blue Valley Ban Corp. issued in respect of exercised Subscription Rights will
ever be listed on the New York Stock Exchange, the Nasdaq Global Select Market
or any other securities exchange or quotation system.
EXERCISE PRICE
The exercise price for the Subscription Rights and the Oversubscription
Privilege is $18.00 per full share. A fractional Subscription Right will not be
exercisable unless it is aggregated with other fractional Subscription Rights so
that when exercised, in the aggregate, such fractional Subscription Rights
result in the purchase of a whole share of common stock of Blue Valley Ban Corp.
In other words, fractional Subscription Rights cannot be exercised for
fractional shares of common stock of the Company.
Holder ID COY Class Rights Qty Issued Rights Cert. #
1234576789 XXXX Discount Rights XXX.XXXXXX 123456789
Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy)
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METHOD OF EXERCISE OF RIGHTS
IN ORDER TO EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MUST PROPERLY COMPLETE AND
SIGN THIS RIGHTS CERTIFICATE AND RETURN IT IN THE ENVELOPE PROVIDED TO
COMPUTERSHARE TRUST COMPANY, N.A., TOGETHER WITH PAYMENT IN FULL FOR AN AMOUNT
EQUAL TO THE APPLICABLE EXERCISE PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES
OF COMMON STOCK THAT YOU ARE REQUESTING TO PURCHASE TO THE RIGHTS AGENT,
COMPUTERSHARE TRUST COMPANY, N.A., BY THE RECORD HOLDER EXPIRATION DATE AND/OR
THE EARLY EXPIRATION DATE, AS APPLICABLE.
Full payment of the exercise price for each share of common stock you wish to
purchase be must made in U.S. dollars by (1) certified check drawn upon a U.S.
bank payable to Computershare Trust Company, N.A. or (2) cashier's check drawn
upon a U.S. bank or express money order payable to Computershare Trust Company,
N.A., in each case in accordance with the "Instructions for Completion Blue
Valley Ban Corp. Subscription Rights Certificates" that accompanied the mailing
of the Prospectus. Notwithstanding the foregoing, Eligible Holders who hold
shares as a depository or nominee must make all payments by wire transfer of
immediately available funds to the account maintained by Computershare Trust
Company, N.A.
Payments of the exercise price for the common stock will be held in an escrow
account until five business days following the Expiration Date, unless Blue
Valley Ban Corp. withdraws or terminates the Subscription Rights offering. No
interest will be paid to you on the funds you deposit with the Rights Agent. You
will not receive any interest on the payments held by the Rights Agent before
your shares have been issued to you or your payment is returned to you, without
interest, because your exercise has not been satisfied for any reason.
SECTION 1: OFFERING INSTRUCTIONS (check the appropriate box or boxes)
IF YOU HAVE PREVIOUSLY RETURNED YOUR RIGHTS CERTIFICATE AND DO NOT WISH TO MAKE
ANY CHANGES:
After reviewing the Prospectus and Prospectus Supplement No. 2, I have decided
to confirm my earlier rights election for the same number of shares I designated
in my original Subscription Certificate.
- OR -
IF YOU HAVE PREVIOUSLY RETURNED YOUR RIGHTS CERTIFICATE AND WISH TO MAKE ANY CHANGES:
After reviewing the Prospectus and Prospectus Supplement No 2, I elect to
cancel my earlier rights election, receive a refund of my earlier payment and
not participate in the Rights Offering. I understand that by checking this box,
I am electing not to participate in the Rights Offering, and that my choice is
irrevocable.
After reviewing the Prospectus and Prospectus Supplement No. 2, I have decided
to replace my earlier rights election with the following:
I apply for ALL of my entitlement of new shares pursuant to the basic
subscription
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
Example: If you own 1,000 shares of common stock, your basic
subscription right permits the purchase of 135 shares. (1,000 purchase
rights/7.396 = 135.21, with fractional shares rounded down to the
nearest whole number).
In addition, I apply for additional shares pursuant to the Oversubscription
Privilege*
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
I elect not to apply for my full entitlement of new shares, and instead I
apply for:
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
IF YOU HAVE NOT PREVIOUSLY RETURNED YOUR RIGHTS CERTIFICATE BUT WISH TO PARTICIPATE:
After reviewing the Prospectus and Prospectus Supplement No. 2, I elect the following:
I apply for ALL of my entitlement of new shares pursuant to the basic
subscription
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
In addition, I apply for additional shares pursuant to the Oversubscription
Privilege*
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
I elect not to apply for my full entitlement of new shares, and instead I
apply for:
__________________ x .1352 = ________________________ x $18.00 per share = $ ______________________
(no. of subscription rights) (no. of new shares) (dollar amount of
payment)
IF YOU HAVE NOT PREVIOUSLY RETURNED YOUR RIGHTS CERTIFICATE BECAUSE YOU DO NOT
WISH TO PARTICIPATE, AND CONTINUE TO WISH NOT TO PARTICIPATE, PLEASE DISREGARD
THIS MAILING.
*You can only participate in the oversubscription privilege if you have
subscribed for your full entitlement of new shares pursuant to the basic
subscription.
SECTION 2: SUBSCRIPTION AUTHORIZATION
I acknowledge that I have received the Prospectus and Prospectus Supplement No.
2 for this offering of Subscription Rights, and I hereby subscribe for the
number of shares indicated above on the terms and conditions specified in the
Prospectus relating to the basic subscription and the Oversubscription Privilege
in the Rights Offering.
Signature of Subscriber(s) Address, if different from that listed on this
Subscription Certificate:
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Telephone number (including area code):
Please complete all applicable information and return to: COMPUTERSHARE TRUST COMPANY, N.A.
By First Class Mail: By Hand, Express Mail or Overnight Delivery:
Computershare Trust Company, N.A. Computershare Trust Company, N.A.
Corporate Actions Voluntary Offer, Corporate Actions Voluntary Offer
P.O. Box 43011, Providence, RI 02940-3011 250 Royall Street, Suite V, Canton, MA 02021
