**AMENDMENT
      AGREEMENT**




This
      Agreement amends that certain Employment Agreement by and between Somerset
      Hills
      Bank, a New Jersey chartered commercial bank having its principal place of
      business located at 155 Morristown Road, Bernardsville, New Jersey 07924
      (“Employer”) and Gerard Riker, an individual residing at 80 Lingham Street,
      Belleville, New Jersey 07109 (“Employee”) dated May 15, 1998 and amended on
      March 1, 2004 and March 31, 2005 (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
      7.7(b) of the of the Employment Agreement is deleted in its entirety and
      replaced with the following:




“Section
      7.7(b):  For purposes of this Agreement, a “change in control” 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 Somerset Hills Bancorp
      (the “Parent”) that constitutes more than 50 percent of the total fair market
      value or total voting power of the Parent, (ii) the date said person or group
      acquires ownership of stock of the Parent possessing 30 percent or more of
      the
      total voting power of the stock of the Parent; (iii) the date a majority of
      members of the Parent’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 Parent’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 Parent, which, for this purpose, shall be deemed
      to
      occur on the date that any one




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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 Parent 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 Parent immediately before such acquisition or acquisitions
      or
      (v) the Parent 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 Parent 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/  Gerard
                Riker**GERARD
                RIKER**







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