EXHIBIT 3.8
October 1, 1997
Dear _______:
By this letter agreement (this "Agreement"), BankUnited Financial
Corporation (the "Company") and _________, a holder of ________ shares of the
Company's Noncumulative Convertible Preferred Stock, Series B (the "Series B
Preferred Stock"), agree as follows effective as of the date set forth above:
1. Notwithstanding the annual dividend rate of $0.7375 stated in
Section 2 of the Statement of Designation for the Series B
Preferred Stock (the "Statement of Designation"), Appendix C
to the Company's Articles of Incorporation, the holders of the
Series B Preferred Stock agree that they shall accept, when,
as, and if declared by the Board of Directors and out of the
assets of the Corporation which are by law available for the
payment of dividends, preferential cash dividends payable
quarterly on the last day of February, May, August and
November of each year (unless such day is a non-business day,
in which event on the next business day), at the fixed annual
rate of $0.6750 per share and no more.
2. In consideration for the decrease in the annual dividend rate,
and notwithstanding the provisions of Section 4 of the
Statement of Designation, the Company agrees it shall not
redeem any of the shares of the Series B Preferred Stock prior
to October 1, 2007, unless such redemption is approved by at
least 50% of the outstanding shares of the Series B Preferred
Stock.
3. This Agreement shall not be deemed to modify or cancel any
other rights of the holders of the Series B Preferred Stock,
not expressly changed herein.
IN WITNESS WHEREOF, each party has executed this Agreement, or caused
this Agreement to be executed by its duly authorized representative, as of the
date first written above.
BANKUNITED FINANCIAL CORPORATION
By:
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Name:
Title:
[Name of Shareholder]
By:
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