OR OTHER DISTRIBUTION, AND SHALL
THEREAFTER AND BEFORE THE DISTRIBUTION TO SHAREHOLDERS THEREOF LEGALLY ABANDON
ITS PLAN TO PAY OR DELIVER SUCH DIVIDEND OR DISTRIBUTION, THEN THEREAFTER NO
ADJUSTMENT IN THE NUMBER OF SHARES OF NMB COMMON ISSUABLE UPON EXERCISE OF THE
RIGHT OF EXCHANGE GRANTED BY THIS SECTION 2 OR IN THE EXCHANGE PRICE THEN IN
EFFECT SHALL BE REQUIRED BY REASON OF THE TAKING OF SUCH RECORD.
2.13
THE BOARD OF DIRECTORS OF NMB SHALL HAVE THE POWER TO RESOLVE ANY
AMBIGUITY OR CORRECT ANY ERROR IN THIS SECTION 2, AND ITS ACTION IN SO DOING
SHALL BE FINAL AND CONCLUSIVE.
2.14
THE HOLDERS HEREBY ACKNOWLEDGE THAT NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT OR THE ARTICLES TO THE CONTRARY, THE OCCURRENCE OF THE
CONSOLIDATION CLOSING WILL NOT ENTITLE THEM TO CONVERT THEIR SERIES A PREFERRED
INTO COMMON STOCK OF SBB OR INTO THE CONSIDERATION BEING RECEIVED BY THE HOLDERS
OF SBB COMMON STOCK IN THE CONSOLIDATION.
3.
CALL OPTION OF NMB.
NMB MAY, AT ITS SOLE OPTION, AT ANY TIME OR
FROM TIME TO TIME AFTER THE CONSOLIDATION CLOSING, CALL ALL AND NOT LESS THAN
ALL OF THE SHARES OF SERIES A PREFERRED THEN OUTSTANDING, ON THE FOLLOWING TERMS
AND SUBJECT TO THE FOLLOWING CONDITIONS:
3.1
CONSIDERATION.
THE CONSIDERATION FOR EACH SHARE SERIES A
PREFERRED CALLED BY NMB SHALL BE EITHER (AT THE OPTION OF NMB) (A) CASH IN AN
AMOUNT EQUAL TO $25.00 PLUS DIVIDENDS DECLARED AND UNPAID FOR THE THEN-CURRENT
DIVIDEND PERIOD (AS DEFINED IN THE ARTICLES) (WITHOUT ACCUMULATION OF ACCRUED
AND UNPAID DIVIDENDS FOR PRIOR DIVIDEND PERIODS UNLESS PREVIOUSLY DECLARED AND
WITHOUT INTEREST) TO THE DATE FIXED FOR SUCH DEMAND (THE "CALL PRICE"); OR
(B) THAT NUMBER OF SHARES OF NMB COMMON AS EACH HOLDER WOULD BE ENTITLED TO IF
THE SHARES OF SERIES A PREFERRED SUBJECT TO THE CALL WERE EXCHANGED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 2 ABOVE AT THE THEN-CURRENT EXCHANGE
PRICE, EXCEPT THAT IF THE CALL DATE IS PRIOR TO JUNE 30, 2005, THE "EXCHANGE
PRICE" SHALL BE AN AMOUNT EQUAL TO 50% OF THE BOOK VALUE PER SHARE OF THE NMB
COMMON, ON A FULLY DILUTED BASIS, AS OF THE END OF THE FISCAL QUARTER MOST
RECENTLY ENDED AS OF THE CALL DATE.
3.2
NOTICE OF CALL.
IN THE EVENT NMB SHALL CALL SHARES OF SERIES A
PREFERRED, NOTICE OF SUCH CALL SHALL BE GIVEN BY FIRST-CLASS MAIL, POSTAGE
PRE-PAID, MAILED NOT LESS THAN 20 DAYS NOR MORE THAN 60 DAYS PRIOR TO THE DATE
FIXED FOR THE CALL, TO EACH HOLDER, AT SUCH HOLDER'S ADDRESS AS THE SAME APPEARS
ON THE BOOKS OF SBB.
EACH NOTICE SHALL STATE:
(A) THE DATE FIXED FOR THE CALL
(THE "CALL DATE"); (B) THE CALL PRICE (SPECIFYING THE AMOUNT OF DECLARED AND
UNPAID DIVIDENDS TO BE INCLUDED THEREIN) AND THE MANNER IN WHICH SUCH CALL PRICE
IS TO BE PAID AND DELIVERED; AND (C) THE PLACE OR PLACES WHERE CERTIFICATES FOR
SUCH SHARES ARE TO BE SURRENDERED FOR PAYMENT OF THE CALL PRICE.