AMENDMENT NO. 3 TO PLAN AND AGREEMENT OF MERGER
AMENDMENT NO. 3, made and entered into as of November 7, 1996 (this "Amendment"), to the PLAN
AND AGREEMENT OF MERGER, dated as of April 24, 1996, as amended by Amendment No. 1 and
Amendment No. 2 made and entered into as of June 28, 1996 and September 30, 1996, respectively (as so
amended, the "Merger Agreement"), by and between J. MICHAELS, INC., a New York corporation (the
"Company"), J. MICHAELS, INC. TRUST, a New York trust (the "Trust"), and MURIEL SIEBERT
CAPITAL MARKETS GROUP INC., a Delaware corporation wholly-owned by Muriel Siebert ("MSCMG").
W I T N E S S E T H:
WHEREAS, the Company and MSCMG have entered into the Merger Agreement; and
WHEREAS, the Company and MSCMG desire to amend the Merger Agreement to add the Trust as a party
NOW, THEREFORE, the parties hereto agree as follows:
1. Trust as a Party to the Merger Agreement. By its execution hereof, the Trust does hereby agree to become a
party to, and by its execution hereof shall become a party to, the Merger Agreement effective upon the Effective
Time of the Merger. On and after the Effective Time of the Merger, the Trust shall succeed to the rights and
obligations of the Company under the Merger Agreement.
2. Approval of this Amendment. All authorizations, approvals and consents (including consents of the Boards of
Directors) necessary for the execution and delivery by the Company, the Trust and MSCMG of this Amendment
have been given or made.
3. Governing Law. This Amendment shall be construed and enforced in accordance with and governed by the
laws of the State of New York applicable to contracts executed in and to be performed solely within such state.
4. Status of the Merger Agreement. All other terms and conditions of the Merger Agreement shall remain in full
force and effect, as amended hereby.
5. Miscellaneous. (a) Headings. All headings in this Amendment are for convenience of reference only and are
not intended to limit or affect the meaning of any