CONTROL NUMBER
THE TERMS AND CONDITIONS OF THE SUBSCRIPTION OFFERING ARE SET FORTH IN
THE COMPANY'S PROSPECTUS DATED ____________, 1995 (THE "PROSPECTUS") AND
ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE
AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, THE
SUBSCRIPTION AGENT.
THIS SUBSCRIPTION WARRANT REPRESENTS RIGHTS TO PURCHASE
SHARES OF COMMON STOCK, NO PAR VALUE ("COMMON STOCK"), OF
SDNB FINANCIAL CORP. (THE "COMPANY").
VOID IF NOT EXERCISED BEFORE 5:00 P.M., NEW YORK TIME, ON
________________, 1995
THIS SUBSCRIPTION WARRANT (INCLUDING THE
OVERSUBSCRIPTION RIGHTS EVIDENCED HEREBY) IS TRANSFERABLE
AND MAY BE COMBINED OR DIVIDED
(BUT ONLY INTO WARRANTS EVIDENCING A WHOLE NUMBER
OF BASIC SUBSCRIPTION RIGHTS) AT THE ADDRESS SET FORTH IN THE PROSPECTUS.
SUBSCRIPTION WARRANT FOR
BASIC SUBSCRIPTION RIGHTS
SUBSCRIPTION PRICE-U.S. $4.34 PER SHARE
CUSIP 784082-11-7
REGISTERED OWNER:
The registered owner, whose name is inscribed hereon, or assignor, is
entitled to the number of Basic Subscription Rights shown hereon to
subscribe for full shares of Common Stock of SDNB Financial Corp. (the
"Company") on the terms and conditions set forth in the Prospectus and
the Letter of Transmittal and the Instructions Booklet relating thereto.
The Rights represented by this Subscription Warrant may be exercised by
duly completing Box 1; may be sold through the Subscription Agent by
duly completing Box 2; and may be transferred, assigned, or sold through
a bank or broker by duly completing Box 3. THE RIGHTS EVIDENCED BY THIS
SUBSCRIPTION WARRANT MAY NOT BE EXERCISED, TRANSFERRED, ASSIGNED, OR
SOLD UNLESS THE REVERSE SIDE HEREOF IS SIGNED, WITH A SIGNATURE
GUARANTEED, IF APPLICABLE, AND THE APPROPRIATE BOX IS COMPLETED.
IF SUBSCRIBING FOR COMMON STOCK, THIS SUBSCRIPTION WARRANT MUST (EXCEPT
AS PROVIDED IN THE PROSPECTUS) BE RECEIVED BY AMERICAN STOCK TRANSFER &
TRUST COMPANY (THE "SUBSCRIPTION AGENT") AT THE ADDRESS SET FORTH IN THE
PROSPECTUS PRIOR TO THE EXPIRATION OF THE SUBSCRIPTION RIGHTS AT 5:00
P.M., NEW YORK TIME, ON ________________, 1995 (SUCH DATE, AS IT MAY BE
EXTENDED BY THE COMPANY, THE "EXPIRATION DATE"). AFTER THE EXPIRATION
DATE, SUBSCRIPTION RIGHTS WILL NO LONGER BE EXERCISABLE TO PURCHASE
SHARES OF COMMON STOCK.
IF REQUESTING THE SUBSCRIPTION AGENT TO ATTEMPT TO SELL BASIC
SUBSCRIPTION RIGHTS, THIS SUBSCRIPTION WARRANT MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT AT THE ADDRESS SET FORTH IN THE PROSPECTUS PRIOR TO
11:00 A.M., NEW YORK TIME, ON THE EXPIRATION DATE.
THIS SUBSCRIPTION WARRANT WILL NOT BE VALID OR OBLIGATORY FOR ANY
PURPOSE UNTIL IT HAS BEEN COUNTERSIGNED BY THE SUBSCRIPTION AGENT.
WITNESS, the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated:
Secretary President and Chief Executive Officer
Countersigned:
American Stock Transfer & Trust Company
(New York, N.Y.)
Subscription Agent
By:
Authorized Agent
SDNB FINANCIAL CORP.
EXPIRATION: 5:00 p.m.,
New York Time, ________________, 1995
[IMPORTANT--PLEASE FILL IN]
SUBSTITUTE FORM
FORM W-9
PAYER'S REQUEST FOR SOCIAL SECURITY
NUMBER OR OTHER TAXPAYER
IDENTIFICATION NUMBER (TIN)
Part 1-Please provide your Taxpayer Identification Number ("TIN") or
Social Security Number here and certify by signing and dating to the
right.
X__________________________________________
Signature
__________________________________________
Date
Part 2-Check the box if you are NOT subject to backup withholding under
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code
because: (1) you have not been notified that you are subject to backup
withholding as a result of failure to report all interest or dividends;
or (2) the Internal Revenue Service has notified you that you are no
longer subject to backup withholding. [ ]
CERTIFICATION: Under the penalties of perjury, I certify that the
information provided on this form is true, correct, and complete.
_____________________________________________
Signature
Part 3 - Check the box if you are awaiting a TIN [ ]
BOX 1--SUBSCRIPTION AND SIGNATURE
The undersigned hereby irrevocably subscribes for the number of shares
of Common Stock, as identified below, on the terms specified in the
Prospectus relating thereto, receipt of which is hereby acknowledged.
a. Basic Subscription Rights __________________________
b. Oversubscription Rights __________________________
Total Shares of Common Stock __________________________
Subscribed for (a + b)
Cost (total shares of Common Stock
times subscription price ($4.34),
rounded up to the nearest whole cent) $__________________________
The undersigned hereby requests that the Subscription Agent attempt to
sell any Basic Subscription Rights owned by the undersigned and not
exercised above. [ ] (check here).
Note: Unless the subscriber elects to sell or requests that the
Subscription Agent attempt to sell any unused Basic Subscription Rights,
a new Subscription Warrant will be issued to such Subscriber in respect
of such unused Basic Subscription Rights. The right to oversubscribe
for additional shares of Common Stock pursuant to the Oversubscription
Rights is transferable with each Basic Subscription Right, but Basic
Subscription Rights held by the San Diego National Bank Deferred Savings
Plan shall not be eligible for Oversubscription Rights due to the
prohibited transaction rules of the Internal Revenue Code and the
Employee Retirement Income Security Act of 1974. No new Subscription
Warrants will be issued after 11:00 a.m., New York time, on the
Expiration Date.
_____________________ (____)_____________ (____)________________
Subscriber(s) Signature(s) Telephone (Day) Telephone (Night)
BOX 2--SALE OF BASIC SUBSCRIPTION RIGHTS THROUGH THE SUBSCRIPTION AGENT
I hereby request that the Subscription Agent attempt to sell all of the
Basic Subscription Rights represented by this Subscription Warrant. The
right to oversubscribe for additional shares of Common Stock is
transferable with each Basic Subscription Right.
Signature__________________________________________
Signature of Registered Owner(s)
BOX 3--SALE OF ALL OR PART OF BASIC SUBSCRIPTION RIGHTS THROUGH HOLDER'S
BANK OR BROKER OR OTHERWISE--For value received all or
___________________* of the Basic Subscription Rights represented by
this Subscription Warrant are assigned to:
_______________________________________________________________
Name (Please Print)
_______________________________________________________________
Street
_______________________________________________________________
City, State, Zip Code
_______________________________________________________________
Assignor's Taxpayer Identification Number
Signature(s) ______________________________________________________
Signature(s) of Registered Owner(s)
Signature(s) guaranteed by: ___________________________________
Name: ___________________________________
Title: ___________________________________
Name of Firm: ___________________________________
Address: ___________________________________
Area Code and Telephone Number: ___________________________________
Dated: ___________________________________
*Insert number of Basic Subscription Rights being sold. The right to
oversubscribe for additional shares of Common Stock pursuant to the
Oversubscription Rights is transferable with each Basic Subscription
Right.
PAYMENT OF THE SUBSCRIPTION PRICE OF $4.34 IS REQUIRED TO SUBSCRIBE FOR
EACH SHARE OF COMMON STOCK. IN ADDITION, ONE (1) BASIC SUBSCRIPTION
RIGHT IS REQUIRED TO SUBSCRIBE FOR EACH SHARE OF COMMON STOCK UNDERLYING
EACH BASIC SUBSCRIPTION RIGHT.