EXHIBIT 99H [SDNB Letterhead] , 1995 NOTICE OF AMENDMENT OF SDNB FINANCIAL CORP. SUBSCRIPTION OFFERING To Holders of Subscription Rights: SDNB Financial Corp. (the "Company") has elected to amend the terms of its offering (the "Subscription Offering") of up to 769,582 shares of its Common Stock, no par value per share, to holders of record of the Common Stock on May 5, 1995. Unless otherwise specified, capitalized terms used but not defined herein shall have the same meaning as set forth in the Company's original Prospectus, dated May 30, 1995, which Prospectus was supplemented on July 6, 1995. As permitted by the original terms of the Subscription Offering, the Company has amended the Subscription Offering in order to: (i) permit the Company to pay to properly registered and licensed brokers or dealers a commission of 5% of the aggregate Subscription Price attributable to Subscription Rights validly exercised through such broker or dealer; and (ii) permit the Company to extend the Subscription Offeringbeyond the Expiration Date. The Company has determined that the first amendment constitutes a material adverse change to Holders of Subscription Rights because the payment of such commission will reduce the net proceeds realized by the Company from the Subscription Offering. Accordingly, as permitted by the original terms of the Subscription Offering, the Company has: (i) set a new Expiration Date of September 21, 1995 (which date, as it may be extended by the Company to October 5, 1995, is the "New Expiration Date"); and (ii) enclosed a new Prospectus, dated July 25, 1995, which incorporates the amendments to the Subscription Offering and the New Expiration Date. All other offering materials (including the form of Subscription Warrant) and all other terms of the Subscription Offering (including the ability of a Rights Holder, before the New Expiration Date, to revoke completed subscriptions received or in transit prior to the amendment of the Subscription Offering) remain unchanged. Very truly yours, /s/Murray L. Galinson Murray L. Galinson President and Chief Executive Officer