Exhibit 99(k) [FORM OF SELECTED DEALER AGREEMENT] Date Name of Associated Broker or Dealer Address State Re: SDNB Financial Corp.; Subscription Offering; Agreement to Participate Dear Name: The purpose of this letter is to reflect the agreement of ___________________________________________________("Dealer") and _________________________________("Selected Dealer") regarding Selected Dealer's agreement to act as an associated dealer of Dealer in connection with the offering (the "Subscription Offering") by SDNB Financial Corp. (the "Company") of up to 769,582 shares of its Common Stock, no par value ("Common Stock"), pursuant to transferable subscription rights at a subscription price of $4.34 per share. The terms of the Subscription Offering are more fully described in the Prospectus relating to such transaction. A copy of the Prospectus, dated August 9, 1995, is attached hereto as Exhibit A (such document, in the form declared effective by the Securities Exchange Commission and as it may be subsequently amended, shall be referred to herein as the "Prospectus"). Unless otherwise specified, capitalized terms used herein and defined in the Prospectus shall have the same meanings herein as set forth for them in the Prospectus. Selected Dealer hereby agrees to participate in the Subscription Offering as an associated dealer of Dealer, subject to the following conditions and representations: 1. Selected Dealer will instruct each Holder on behalf of whom Selected Dealer solicits the exercise of, or on behalf of whom Selected Dealer exercises, Subscription Rights that payment for the aggregate Subscription Price attributable to any Subscription Rights so solicited or exercised must be made by bank certified check or cashier's check, payable to the order of the Subscription Agent. 2. Selected Dealer will transmit to the Subscription Agent any funds received from a Holder by 12:00 p.m., New York time, on the business day following the date of Selected Dealer's receipt of such funds. 3. (a) Selected Dealer will not, in the aggregate, solicit the exercise of or exercise Subscription Rights representing the right to subscribe for more than _______ shares of Common Stock, nor will Selected Dealer cause Dealer to, directly or indirectly, solicit the exercise of or exercise Subscription Rights representing, in the aggregate, the right to subscribe for more than 36,555 shares of Common Stock. Such limitation shall be cumulative and shall apply to the total number of Subscription Rights solicited or exercised, directly or indirectly, through Selected Dealer. (b) Dealer shall have the right to terminate this Agreement in order to ensure compliance with the limitation set forth in Paragraph (a) on the aggregate Subscription Rights that may be solicited or exercised by Dealer. 4. If the Subscription Offering is terminated, Selected Dealer will be entitled only to be reimbursed for its out-of- pocket expenses. 5. During the duration of the Subscription Offering, Selected Dealer will promptly notify Dealer of any acquisition by Selected Dealer, or any associated or affiliated person of Selected Dealer, of any unregistered securities of the Company. Such notification shall set forth complete details of any such acquisition, including, but not limited to, the date of acquisition, the acquisition price, and the amount of unregistered securities so acquired. 6. During the duration of the Subscription Offering, Selected Dealer will promptly notify Dealer of any contractual or other relationship, other than the relationship evidenced hereby, between Selected Dealer and the Company. 7. Selected Dealer represents and warrants that it will comply with the provisions of Sections 8, 24, 25, and 36 of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. ("NASD"). 8. Selected Dealer represents and warrants that it is not directly or indirectly affiliated or associated with any beneficial owner of any unregistered security of the Company acquired within the 12 month period prior to April 3, 1995, the initial filing date of the Registration Statement on Form S-3 relating to the Subscription Offering. 9. Selected Dealer represents and warrants that it does not have any direct or indirect affiliation or association with any officer, director, or five percent (5%) or greater shareholder of the Company. 10. Selected Dealer represents and warrants that neither Selected Dealer nor any associated person, parent, or affiliate of Selected Dealer has a "Conflict of Interest" with the Company within the meaning of Section 2(g) of Schedule E to the NASD By- Laws. In exchange for Selected Dealer's services, and subject to the foregoing conditions and representations, Dealer hereby agrees to pay Selected Dealer a commission equal to ____ percent (__%) of the aggregate Subscription Price attributable to Subscription Rights validly exercised through Selected Dealer, which payment shall be due and payable upon completion of the Subscription Offering. Please confirm your intention to participate in the Subscription Offering in accordance with the foregoing terms by executing this letter on the line provided below and returning it to the undersigned. Very truly yours, NAME OF BROKER OR DEALER By: Authorized Representative Title Accepted and agreed to this ____ day of ____________, 1995: NAME OF ASSOCIATED BROKER OR DEALER By: Authorized Representative Title