EXHIBIT 99H [SDNB Letterhead] September _, 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, to extend the offering and to pay commissions on subscriptions in connection with a best-efforts underwriting agreement. 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. The Company believes the Subscription Offering and the agreement by WHR to invest an additional amount based upon the aggregate subscriptions received from the Subscription Offering present an unusual capital- raising opportunity for the Company. In order to take full advantage of that opportunity, the Company has elected to amend the Subscription Offering by extending the offering to September 21, 1995 (which date, as it may be extended by the Company to a date not later than October 12, 1995, is the "New Expiration Date") and by paying commission on subscriptions in connection with a best-efforts underwriting agreement. Enclosed is a new Prospectus, dated September _, 1995, which incorporates the amendments to the Subscription Offering. 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 July 21, 1995, the date of the amendment of the Subscription Offering) remain unchanged. Very truly yours, /s/Murray L. Galinson Murray L. Galinson President and Chief Executive Officer