DATE" SHALL MEAN
THE DATE ANY HOLDER RECEIVES NMB COMMON IN EXCHANGE FOR ITS SERIES A PREFERRED
AND THE "REGISTRABLE SHARES" MEANS THE NMB COMMON ACQUIRED OR WHICH MAY BE
ACQUIRED UPON EXCHANGE OF THE SERIES A PREFERRED AND ANY SHARES OF NMB COMMON
ISSUED AS A DIVIDEND ON SUCH SHARES OR AS A RESULT OF A STOCK SPLIT WITH RESPECT
TO SUCH SHARES, PROVIDED THAT ANY SUCH SHARES SHALL CEASE BEING REGISTRABLE
SHARES WHEN SOLD PURSUANT TO RULE 144 (OR A SUCCESSOR RULE) OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.
6.
MISSED DIVIDENDS ON SERIES A PREFERRED.
6.1
NMB AGREES THAT IF THE CONSOLIDATION CLOSING OCCURS, FOR ANY
DIVIDEND PERIOD (AS DEFINED IN THE ARTICLES) COMMENCING WITH THE FIRST DIVIDEND
PERIOD AFTER THE CONSOLIDATION CLOSING AND ENDING WITH THE DIVIDEND PERIOD FOR
THE QUARTER ENDING JUNE 30, 2005, IF THE CAPITAL CONDITION EXISTS AND SBB DOES
NOT DECLARE THE FULL DIVIDEND UNDER SECTION 2 OF THE ARTICLES BY THE END OF THE
CALENDAR MONTH FOLLOWING THE DIVIDEND PERIOD, NMB WILL ISSUE TO EACH HOLDER OF
SERIES A PREFERRED (OTHER THAN NMB) A NUMBER OF SHARES OF NMB COMMON EQUAL TO
(ROUNDED TO THE NEAREST WHOLE NUMBER OF SHARES): (A) THE DOLLAR AMOUNT OF THE
MISSED DIVIDENDS PAYABLE WITH RESPECT TO SUCH HOLDER'S SERIES A PREFERRED FOR
SUCH DIVIDEND PERIOD, DIVIDED BY (B) THE BOOK VALUE PER SHARE OF NMB COMMON, ON
A FULLY DILUTED BASIS, AS OF THE LAST DAY OF THE RELATED DIVIDEND PERIOD.
6.2
THE "CAPITAL CONDITION" SHALL BE DEEMED TO EXIST FOR A DIVIDEND
PERIOD IF: (A) AS OF THE LAST DAY OF SUCH DIVIDEND PERIOD, AND ASSUMING PAYMENT
OF THE FULL DIVIDENDS ON THE SERIES A PREFERRED UNDER SECTION 2 OF THE ARTICLES
FOR SUCH PERIOD, SBB WOULD BE IN COMPLIANCE WITH ALL APPLICABLE REGULATORY
CAPITAL REQUIREMENTS AND WOULD BE "WELL-CAPITALIZED" UNDER THE PROMPT CORRECTIVE
ACTION RULES APPLICABLE TO NATIONAL BANKS (OR ANY SUCCESSOR CATEGORY WHICH IS
THE HIGHEST RATED CATEGORY UNDER SUCH RULES OR ANY SUCCESSOR RULES); (B) THE
PAYMENT OF SUCH DIVIDEND WOULD NOT VIOLATE ANY LAW, RULE, REGULATION, ORDER,
CONSENT DECREE OR REGULATORY AGREEMENT OR DIRECTIVE APPLICABLE TO SBB; AND (C)
ANY REGULATORY APPROVAL REQUIRED WITH RESPECT TO THE PAYMENT OF SUCH DIVIDEND
SHALL HAVE BEEN OBTAINED WITHOUT THE IMPOSITION OF ANY CONDITION WHICH THE BOARD
OF DIRECTORS OF SBB OR NMB DEEMS UNACCEPTABLE.
7.
APPOINTMENT AS DIRECTORS.
7.1
NMB AGREES THAT IF THE CONSOLIDATION CLOSING OCCURS, UNTIL THE
DUNN TERMINATION DATE AND FOR LONG AS NMB CONTROLS SBB, NMB SHALL CAUSE STANLEY
L. DUNN ("DUNN") TO BE ELECTED OR APPOINTED AS A DIRECTOR OF SBB.
THE "DUNN
TERMINATION DATE" SHALL MEAN THE EARLIEST TO OCCUR OF THE DATE: (A) THE JOHN C.
DUNN TRUST (THE "DUNN TRUST") OWNS OF RECORD LESS THAN 40,000 SHARES OF SERIES A
PREFERRED; (B) THE OCC, THE FRB OR ANY OTHER APPLICABLE REGULATORY AGENCY OR
BODY ISSUES ANY ORDER OR DIRECTIVE TO THE EFFECT THAT DUNN MAY NOT, OR OTHERWISE
ADVISES NMB