NO DEFECT IN
THE NOTICE OF THE CALL OR IN THE MAILING THEREOF SHALL AFFECT THE VALIDITY OF
THE CALL PROCEEDINGS, AND THE FAILURE TO GIVE NOTICE TO ANY HOLDER TO BE SO
CALLED SHALL NOT AFFECT THE VALIDITY OF THE NOTICE GIVEN TO THE OTHER HOLDERS.
3.3
EFFECT OF DATE OF CALL; FAILURE TO SURRENDER CERTIFICATE.
IF SUCH
NOTICE OF CALL SHALL HAVE BEEN DULY MAILED, THEN, NOTWITHSTANDING THAT ANY
CERTIFICATE FOR SHARES OF SERIES A PREFERRED SO CALLED SHALL NOT HAVE BEEN
SURRENDERED FOR TRANSFER TO NMB, ALL SHARES OF SERIES A PREFERRED SO CALLED
SHALL NO LONGER BE DEEMED TO BE OWNED BY THE HOLDER THEREOF AND ALL RIGHTS WITH
RESPECT TO SUCH SHARES OF SERIES A PREFERRED SHALL FORTHWITH BE DEEMED TO HAVE
BEEN TRANSFERRED TO NMB UPON THE CALL DATE, EXCEPT FOR THE RIGHT OF THE HOLDERS
THEREOF TO RECEIVE FROM NMB AT ANY TIME THEREAFTER CONSIDERATION FROM NMB IN THE
FORM OF EITHER THE CALL PRICE OR SHARES OF NMB COMMON, AS THE CASE MAY BE.
SBB
AGREES NOT TO EFFECT ANY TRANSFERS OF THE SERIES A PREFERRED BY A HOLDER
FOLLOWING THE CALL DATE, EXCEPT FOR THE TRANSFER TO NMB OR ITS ASSIGNS.
ALL
DIVIDENDS AND DISTRIBUTIONS WHICH ARE DECLARED WITH RESPECT TO THE SERIES A
PREFERRED FOLLOWING THE CALL DATE SHALL BE PAYABLE TO NMB OR ITS ASSIGNS, AND
NOT TO THE HOLDERS AND EACH HOLDER HEREBY AUTHORIZES AND INSTRUCTS SBB TO PAY
SUCH DIVIDENDS AND DISTRIBUTIONS DIRECTLY TO NMB OR ITS ASSIGNS.
EACH HOLDER
HEREBY IRREVOCABLY APPOINTS NMB, WITH FULL POWER OF SUBSTITUTION, AS ITS PROXY
ANY TIME AFTER THE CALL DATE TO VOTE ITS SHARES OF SERIES A PREFERRED, AND
INSTRUCTS SBB TO IGNORE ANY VOTING INSTRUCTIONS OR CONSENTS BY SUCH HOLDER FROM
AND AFTER THE CALL DATE.
NO INTEREST SHALL ACCRUE ON THE CALL PRICE OR ANY
SHARES OF NMB COMMON ISSUABLE IN EXCHANGE FOR THE SERIES A PREFERRED.
THE
PROCEDURE FOR SURRENDER OF CERTIFICATES UPON ANY SUCH CALL WILL BE AS SET FORTH
IN SECTION 2.2.
3.4
LIMITATION ON EXERCISE OF CALL RIGHT.
NMB MAY NOT EXERCISE ITS
CALL RIGHT UNDER THIS SECTION 3 AFTER JUNE 30, 2005 WITH RESPECT TO A HOLDER'S
SHARES OF SERIES A PREFERRED IF PRIOR TO SUCH EXERCISE THE HOLDER HAS PROPERLY
EXERCISED HIS EXCHANGE RIGHT UNDER SECTION 2 OF THIS AGREEMENT.
4.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDERS.
EACH
HOLDER REPRESENTS AND WARRANTS TO NMB THAT AS OF THE DATE HEREOF AND AT THE TIME
OF ANY EXCHANGE OF SHARES OF SERIES A PREFERRED PURSUANT TO SECTION 2 OF THIS
AGREEMENT, AND AGREES WITH NMB, AS FOLLOWS:
4.1
HOLDER WILL ACQUIRE THE SHARES OF NMB COMMON (THE "SHARES") FOR
SUCH HOLDER'S OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY.
4.2
HOLDER IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN
RULE 501(A) UNDER REGULATION D PROMULGATED PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT").
4.3
HOLDER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS THAT HOLDER