Exhibit 10.3 




AMENDMENT AGREEMENT 



        This
Agreement amends that certain Employment Agreement by and between Somerset Hills Bancorp,
a New Jersey corporation having its principal place of business located at 155 Morristown
Road, Bernardsville, New Jersey 07924 (“Employer”) and Stewart E. McClure, Jr., an
individual residing at 90 Springhill Road, Mendham, New Jersey 07945 (“Employee”) dated
March 8, 2001 and amended May 15, 2003 (the “Employment Agreement”). 



        WHEREAS,
subsequent to the adoption of the Employment Agreement, Section 409A has been added to
the Internal Revenue Code of 1986, as amended (the “Code”); 



        WHEREAS,
the Employer and Employee wish to amend the Employment Agreement to ensure compliance
with Section 409A of the Code; 



        NOW,
THEREFORE, the parties hereto hereby agree as follows: 



        1.
       Section 4.3(c) of the Employment Agreement is deleted in its entirety and replaced
with the following: 



	  	
“Section
4.3(c): For purposes of this Agreement, disability shall            mean if the Employee
is unable to engage in any substantial gainful            activity by reason of any
medically determinable physical or mental            impairment that can be expected to
result in death or can be expected            to last for a continuous period of not less
than 12 months, or the            Employee receiving income replacement benefits for a
period of not            less than three months under an accident and health plan
covering            employees of the Employer. Employee will also be deemed disabled if
           determined to be totally disabled by the Social Security
           Administration or in accordance with a disability insurance program,
           provided that the definition of Disability applied under such
           disability insurance program complies with the requirements of
           Treasury regulation 1.409A-3(g)(4).” 





        2.
       Section 7.6(b) of the of the Employment Agreement is deleted in its entirety and
replaced with the following: 




“Section 7.6(b): For purposes of
this Agreement, a “change in            control” of the Employer shall be deemed to occur
when any one            person, or more than one person acting as a group as determined
under            Internal Revenue Code regulation section 1.409A-3(i)(v)(5)(B) (i)
           acquires ownership of stock of the Employer that constitutes more
           than 50 percent of the total fair market value or total voting power
           of the Employer, (ii) the date said person or group acquires
           ownership of stock of the Employer possessing 30 percent or more of
           the total voting power of the stock of the Employer; (iii) the date a
           majority of members of the Employer’s Board of Directors is replaced
           during any twelve (12) -month period by directors whose appointment
           or election is not endorsed by a majority of the members of the
           Employer’s board of directors before the date of the appointment or
           election; (iv) upon the change in the ownership of a substantial
           portion of the Employer, which, for this purpose, shall be deemed to
           occur on the  





 
	 	
	 














	  	
date
that any one person, or more than one person acting            as a group, acquires (or
has acquired during the 12-month period            ending on the date of the most recent
acquisition by such person or            persons) assets from the Employer that have a
total gross fair market            value equal to or more than 40 percent of the total
gross fair market            value of all of the assets of the Employer immediately
before such            acquisition or acquisitions or (v) the Employer engages in any
           merger, consolidation or similar transaction as a result of which the
           holders of a majority of the voting power of the outstanding stock of
           the Employer do not continue to hold a majority of the voting power
           of the outstanding stock of the resulting entity from the
           transaction.” 





        3.
Except as amended hereby, the terms and conditions of the Employment Agreement shall
remain in full force and effect, unaltered in any way. 



        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of this 26th day of
September, 2007. 


	   	SOMERSET HILLS BANCORP
	 	 	 
	 	By:	
      /s/  Edward B. Deutsch
      


      

	 	 	EDWARD B. DEUTSCH, 

                                                                        Chairman
	 	 	 
	 	 	
      /s/  Stewart E. McClure, Jr.
      


      

	 	 	STEWART E. McCLURE, JR.