SVB FINANCIAL SERVICES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                     TO BE HELD ON THURSDAY, APRIL 30, 1998

                                    5:30 P.M.



         Notice is hereby given that the Annual Meeting of  Shareholders  of SVB
Financial Services,  Inc. will be held at the Raritan Valley Country Club, Route
28, Somerville,  New Jersey 08876, on Thursday, April 30, 1998 at 5:30 P.M., for
the following purposes:

         1.    Election of five (5)  Directors for the terms as set forth in the
               accompanying Proxy Statement.

         2.    Transaction  of such other  business as may properly  come before
               the meeting or any adjournment thereof.

         Only those  shareholders of record of SVB Financial  Services,  Inc. at
the close of business on March 23, 1998,  shall be entitled to notice of, and to
vote at, the meeting. Each share of stock is entitled to one vote.

                                              By order of the Board of Directors





                                                 Marguerite Eppler
                                                 Secretary


Somerville, New Jersey
March 31, 1998

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
WE ASK THAT YOU  RETURN  YOUR  COMPLETED  PROXY AS SOON AS  POSSIBLE  USING  THE
ENVELOPE PROVIDED AND IN ANY CASE NO LATER THAN 3:00 P.M. ON APRIL 29, 1998.

IMPORTANT:  THE PROMPT  RETURN OF PROXIES  WILL SAVE THE  COMPANY THE EXPENSE OF
FURTHER  REQUESTS  FOR  PROXIES  IN ORDER TO INSURE A QUORUM.  A  SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR  CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE>
                          SVB FINANCIAL SERVICES, INC.
                               103 West End Avenue
                                  P.O. Box 931
                          Somerville, New Jersey 08876

                                 PROXY STATEMENT

                 ANNUAL MEETING OF SHAREHOLDERS - APRIL 30, 1998

         This Proxy  Statement  is furnished to  shareholders  of SVB  Financial
Services, Inc. (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company for the Annual Meeting of  Shareholders to
be held at 5:30 P.M. on Thursday,  April 30, 1998 and all adjournments  thereof.
This Proxy Statement and accompanying materials are being mailed to shareholders
on or about March 31, 1998.

         The close of business March 23, 1998, has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
meeting.  As of the  record  date there were  issued and  outstanding  1,377,830
shares  of common  stock,  with a par  value of $4.17  per  share  (the  "Common
Stock").

         The Company  owns 100% of Somerset  Valley Bank (the  "Bank").  At this
time,  the  Company's  investment  in the Bank accounts for virtually all of its
assets and source of income.  Accordingly,  to avoid  misleading  or  incomplete
information, portions of the following material discuss the Bank.

         Holders of a majority of the outstanding shares of Common Stock present
in person or by proxy will  constitute  a quorum for the purpose of  transacting
business at the annual meeting.  ALL SHAREHOLDERS ARE URGED TO VOTE AND SIGN THE
ENCLOSED  PROXY AND RETURN IT PROMPTLY  TO THE  TRANSFER  AGENT IN THE  ENCLOSED
RETURN ENVELOPE.

         When properly executed, a proxy will be voted in the manner directed by
the shareholder. However, if no contrary specification is made, it will be voted
FOR all of the Directors and the proposals listed in this Proxy Statement.

         A proxy may be revoked at any time  before it is  exercised  by written
notice to the  Secretary of the Company,  103 West End Avenue,  Somerville,  New
Jersey 08876,  bearing a date later than the proxy.  The presence at the meeting
of any shareholder who submitted a proxy shall not revoke such proxy unless such
shareholder  shall file written  notice of revocation  with the Secretary of the
Company prior to the voting of the proxy.  All properly  executed  proxies which
are  received  by the  Secretary  and are not  revoked  will be voted.  Where no
instructions  are indicated,  properly  executed proxies will be voted "FOR" the
Directors.

         THIS SOLICITATION IS MADE BY THE MANAGEMENT OF THE COMPANY and the cost
thereof  shall be borne by the Company.  Proxies may be  solicited  by mail,  in
person or by telephone or facsimile by  directors,  officers or employees of the
Company and its  subsidiary,  Somerset Valley Bank. Such persons will receive no
additional compensation for their solicitation activities and will be reimbursed
only for their actual expenses in connection  therewith.  The Company will, upon
request, reimburse custodians, nominees, and fiduciaries for reasonable expenses
in forwarding materials to the proper shareholders.
<PAGE>
Voting Rights

         Each share of Common Stock is entitled to one vote (non  cumulative) on
all matters presented for shareholder vote. Abstentions and broker non-votes are
counted for the purposes of determining  the presence or absence of a quorum for
the  transaction  of business.  Abstentions  are counted  separately and are not
considered as either a vote "FOR" or "AGAINST" in  tabulations  of votes cast on
proposals  by the  shareholders.  Broker  non-votes  are not  counted at all for
purposes of determining whether a proposal has been approved.

         Under New Jersey law and the Company's  By-Laws a majority of the votes
cast at a meeting at which a quorum to transact business is present shall decide
the election of Directors and the  proposals  relating to Stock Option Plans set
forth in this Proxy Statement.

Directors/Principal Shareholders/Executive Officers

         In accordance  with the By-Laws of the Company,  its Board of Directors
shall,  from time to time,  fix the exact  number of  directors,  up to 25.  The
number is presently fixed at 15. All named below, except as noted, are presently
members of the Board and have served since the  Company's  incorporation  except
Dr. Gold who was appointed in July 1996. They have all been members of the Board
of the Bank  since  1990 with the  exception  of Mr.  Bernstein,  who has been a
member  since 1991 and Dr. Gold who was one of the  original  Board  Members and
Incorporators of the Bank and was reappointed to the Board in August 1996.

         The Company's  Certificate of Incorporation  provides that the Board of
Directors  be  classified  and divided  into three  classes,  as nearly equal in
number as possible.

         The five (5) Directors  listed below have been nominated to serve until
the 2001 Annual Meeting or until his/her successor is elected and qualified,  or
until their earlier resignation or removal.

         The  following  table  presents  the  name,  title,  address,  age  and
principal  occupation  of each  nominee for Director  followed by the  remaining
Directors and the Executive Officers, the number of shares and the percentage of
the  outstanding  shares  of common  stock of the  Company  beneficially  owned,
directly or  indirectly,  by each of them as of March 23, 1998.  There is no one
other than the  persons  listed  below who owns  beneficially  5% or more of the
outstanding  common stock.  In addition to the shares listed in the table,  each
Director with the exception of Mr. Corcoran owns 3,900 options to purchase 3,900
shares at a price of $13.00 per share.
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                       Shares
                                                                                                 Beneficially        % of Total
Name, Title, and Address                    Age        Principal Occupation                          Owned           Outstanding
------------------------------              ---        --------------------                          -----           -----------
Directors Nominated to Serve
Until the 2001 Annual Meeting:
<S>                                         <C>       <C>                                           <C>                 <C>
Bernard Bernstein                           60        President and CEO,                            50,662              3.68
  Director                                            Mid-State Lumber Corp.,
200 Industrial Parkway                                a wholesale lumber
Branchburg, NJ 08876                                  distributor

Robert P. Corcoran                          57        President and CEO                              5,000(1)            .36
  President, CEO and Director                         Somerset Valley Bank
12 Harvest Court                                      SVB Financial Services, Inc.
Flemington, NJ 08822

Mark S. Gold, MD                            48        Author and Professor                          81,886(2)           5.94
  Director                                            University of Florida
2002 San Marco Boulevard
Jacksonville, FL 32207

Raymond L. Hughes                           66        President of N.J. Risk                        31,090(3)           2.26
  Director                                            Managers & Consultants
20 West End Avenue
Somerville, NJ 08876

S. Tucker S. Johnson                        32        Farmer                                        19,860              1.44
  Director
P.O. Box 675
Oldwick, NJ 08858
<CAPTION>
                                                                                                    Shares
                                                                                                 Beneficially          % of Total
Name, Title, and Address                   Age        Principal Occupation                          Owned             Outstanding
-------------------------------------      ---        --------------------                          -----             -----------
Directors Whose Terms Expire in 1999.
<S>                                         <C>       <C>                                           <C>                 <C>
Willem Kooyker                              55        Chairman and CEO of  Blenheim               129,218(4)               9.38
  Director                                            Investments, Inc., an international
2 Worlds Drive                                        fund management firm.
Somerset, NJ 08875

Frank Orlando                               64        Retired                                       57,860(5)              4.20
  Director
786 Princeton Avenue
Brick, NJ 08724

Gilbert E. Pittenger                        73        Retired                                       33,524(6)              2.43
  Director
RD #1, Box 91
New Ringgold, PA 17960

Frederick D. Quick                          66        President of Hesco                            88,800(7)              6.44
  Director                                            Electric Supply Co., Inc.,
924 River Road                                        a lighting and electrical
Neshanic Station, NJ 08853                            supply firm

Donald Sciaretta                            42        President of Claremont                        30,655                 2.22
  Director                                            Construction Group, Inc.
P.O. Box 808
Far Hills, NJ 07931
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Directors Whose Terms Expire in 2000.
<S>                                         <C>       <C>                                           <C>                 <C>
John K. Kitchen                             54        President of Title Central                    25,339(8)              1.84
  Chairman of Board and Director                      Agency, a title insurance
P.O. Box 421                                          firm
Somerville, NJ 08876

Anthony J. Santye, Jr.                      47        Managing Partner of A.J.                      18,480(9)(10)         1.34
  Director                                            Santye and Co., an
36 East Main Street                                   accounting and consulting
Somerville, NJ 08876                                  firm

G. Robert Santye                                      Director of Real Estate and                   11,520(9)(11)          .84
  Vice Chairman and Director                          Business Valuation Services
36 East Main Street                                   for A.J. Santye and Co.
Somerville, NJ 08876

Herman C. Simonse                           66        President of HCS Consultants, Inc.            17,600                1.28
  Director
93 Douglass Avenue
Bernardsville, NJ 07924

Donald R. Tourville                         61        Chairman and CEO of Zeus                      66,176                4.80
  Director                                            Scientific, Inc., a manu-
P.O. Box 38                                           facturer of diagnostic
Raritan, NJ 08869                                      test kits

Executive Officers:

Keith B. McCarthy                           40        Chief Operating                                3,600(12)             .26
  Executive Vice President and                        Officer of the Bank
  Treasurer                                           Executive Vice President and
501 Red School Lane                                   Treasurer of the Company
Phillipsburg, NJ 08865

Arthur E. Brattlof                          54        Executive Vice President and                   1,497(13)             .11
9 Steeple Chase Court                                 Chief Lending Officer
Bedminster, NJ 07921                                  of the Bank
                                                                                                   -------               -----
Total Directors and Executive Officers as a Group                                                  672,767               48.82%
</TABLE>

(1)  Includes 720 shares in the name of his son, a minor. He also has options to
     purchase 7,800 shares at $8.33 per share which expire in August 1999, 4,800
     shares at $8.33 per share  which  expire in April 2001 and 5,000  shares at
     $13.00 per share which expire November 2002.

(2)  Includes 2,880 shares owned by his wife as custodian for his children.

(3)  Includes  2,400  shares owned by  Hughes-Plumer  Pension Fund and 13,440 by
     Hughes-Plumer Profit Sharing Plan.

(4)  Includes 48,000 shares held in trusts for his three children.

(5)  Includes 32,400 shares held by Eight Mountain Trail, Inc.  Employees Profit
     Sharing Plan.
<PAGE>
(6)  Includes  1,920 shares owned by Effective  Controls,  Inc. and 6,452 shares
     held in Trusts for the benefit of his grandchildren.

(7)  Includes 15,000 shares owned by Quick Family Investments LP.

(8)  Includes  1,680 shares held by his wife as  custodian  for his children and
     259 shares held by his daughter, a minor.

(9)  Anthony J. Santye, Jr. and G. Robert Santye are brothers.

(10) Includes  9,552 shares held by A.J.  Santye Co., PA,  Profit  Sharing Plan,
     1,680  shares  held by his wife and 2,160  shares  held by his wife for the
     benefit of his children.

(11) Includes 3,120 shares held by his wife.

(12) In  addition,  he has options to purchase  8,400  shares at $8.33 per share
     which  expire  August  1999,  4,800  shares at $8.33 per share which expire
     April 2001 and 5,000 shares at $13.00 per share which expire November 2002.

(13) In  addition,  he has options to purchase  6,240  shares at $8.33 per share
     which  expire  April 2001 and 5,000 shares at $13.00 per share which expire
     November 2002.

Director Committees

         All members of the Board of  Directors of the Company also serve on the
Board of  Directors of the Bank.  The Company has only had  business  activities
since September 3, 1996 and its Board has not yet established any committees.

         There are six committees of the Board of Directors of the Bank.

         The  Executive  Committee  is  composed of Messrs.  Corcoran,  Kitchen,
Kooyker,  Pittenger, Quick, G.R. Santye and Tourville. The Committee reviews and
approves the Bank's budget and  establishes  the Bank's long range and strategic
plans.

         The Loan Committee, composed of Messrs. Bernstein, Hughes, A.J. Santye,
Jr., Sciaretta,  Simonse, Tourville,  Kitchen and Corcoran, reviews and approves
loans  within  certain  predetermined  parameters,  monitors  the quality of the
portfolio and insures that credit/rate risks and the mix of loans are consistent
with the Bank's loan and asset/liability management policies.

         The Real  Estate  Committee,  composed  of Messrs.  Hughes,  Sciaretta,
Simonse,  and G.R.  Santye,  reviews  appraisals  for real estate  mortgages and
construction  loans and advises the Loan Committee and the Board with respect to
real estate lending.

         The Audit Committee,  composed of Messrs. Hughes,  Johnson, Quick, A.J.
Santye,  Jr. and  Simonse,  formulates  the Bank's  audit  policy,  chooses  the
Company's accounting firm and reviews audits conducted by the Company's internal
and external auditors.

         The  Investment  Committee,  composed  of Messrs.  Bernstein,  Kooyker,
Johnson,  Orlando and  Pittenger,  periodically  reviews  the Bank's  investment
portfolio for adherence to bank policy and approves its investment strategy.
<PAGE>
         The Compensation  Committee,  composed of Messrs.  Bernstein,  Johnson,
Kitchen, Kooyker, Quick, Orlando and A.J. Santye, Jr., approves compensation and
bonuses for the Bank's officers.

         Messrs.  Corcoran and Kitchen are ex-officio  members of all the Bank's
committees. Mr. McCarthy, is a non- director, non-voting member of the Executive
and  Investment  Committees.  Mr.  Brattlof,  Executive  Vice  President,  is  a
non-director voting member of the Loan Committee.

         During 1997,  the Board of Directors  held 12 meetings,  the  Executive
Committee 4 meetings,  the Loan  Committee  11 meetings,  the Audit  Committee 5
meetings,  the Investment  Committee 4 meetings,  the  Compensation  Committee 1
meeting,  and the Real  Estate  Committee  6  meetings.  In  addition,  there is
significant  communication  between the Board of Directors and the Company which
occurs apart from the regularly  scheduled Board and Committee meetings and as a
result,  the Bank does not  regard  attendance  at  meetings  to be the  primary
criterion  to evaluate the  contribution  made by a Director.  During 1997,  all
Directors  attended at least 75% of the total Board and Committee  meetings with
the exception of Messrs.  Hughes,  Johnson,  Kooyker and  Sciaretta.  Attendance
percentages  for the Loan  Committee  are not  included  in  these  percentages.
Because of the frequency of Loan  Committee  meetings,  only three Director Loan
Committee members are required to conduct committee meetings as set forth in the
Bank's policy.

Executive Compensation

         The following  table  summarizes  all  compensation  earned in the past
three  complete  fiscal years for services  performed in all  capacities for the
Company and the Bank with respect to the Executive  Officers.  The  compensation
noted in the table has been paid by the Bank. No  compensation  has been paid by
the Company:
<TABLE>
<CAPTION>
                                                                    Annual
                                                                Compensation                                  All Other
Name and Position                           Year                    Salary             Bonus                Compensation
-----------------                           ----                    ------             -----                ------------
<S>                                         <C>                   <C>                 <C>                     <C>
Robert P. Corcoran                          1997                  $136,500            $18,632(1)              $16,410(3)
President and CEO of                        1996                   130,000             29,023                   8,467(3)
the Company and the Bank                    1995                   125,000             31,250                   9,044(3)

Keith B. McCarthy                           1997                   102,500             11,325(1)                4,703(4)
Treasurer of the Company                    1996                    97,650             16,011                   2,592(2)
Chief Operating Officer of                  1995                    93,000             13,350                   2,672(2)
the Bank

Arthur E. Brattlof                          1997                    88,500              9,708(1)                3,467(2)
Executive Vice President                    1996                    82,000             13,444                   2,176(2)
of the Bank                                 1995                    78,000             11,700                   2,271(2)

</TABLE>
<PAGE>
(1)      The  Bonus  for  1997 is based  75% on a  comparison  of the  Company's
         results for 1997 in  comparison  with certain  predetermined  financial
         goals,  this portion is the amount  stated in the table.  The remaining
         25% is based on a comparison  of the Bank's  results with a group of 10
         similar  banks as chosen by the  Compensation  Committee  of the Board.
         Since the results of the peer group are not available at this time this
         amount has neither been determined nor paid.

(2)      Represents matching amounts contributed by the Bank to the 401(k) Plan.

(3)      Includes  matching  contributions to the 401(k) Plan of $5,308 in 1997,
         $3,450  in 1996 and  $3,706 in 1995,  Director  fees of $4,950 in 1997,
         $3,000 in 1996 and $1,800 in 1995 and term life insurance premiums paid
         by the Bank of $6,152 in 1997, $2,017 in 1996 and $3,538 in 1995.

(4)      Includes  matching  contributions to the 401(k) Plan of $4,028 and life
         insurance premiums paid by the Bank of $675.

         The Bank also maintains  various medical,  life and disability  benefit
plans covering all its full-time  employees.  The Bank also provides automobiles
to the three  executive  officers  mentioned  in the  table  above and one other
officer of the Bank. Such officers have some personal use of those vehicles such
as commuting to and from the Bank.

Bonus Plan

         During 1997, the  Compensation  Committee of the Board of Directors has
approved a bonus plan for the three  executive  officers  listed in the previous
table.  Under the terms of the plan,  cash bonuses will be paid to the executive
officers  based upon a formula  that  includes  the  Company  achieving  certain
predetermined  financial goals,  the officers  achieving  certain  predetermined
personal objectives and the performance of the Bank in comparison to the results
of a group of 10 similar banks as chosen by the Committee.

         Bonuses were paid to other employees of the Company,  who were employed
by the  Company  for  the  entire  year  based  on the  achievement  of  certain
predetermined financial goals.

1997 Restated Incentive Stock Option Plan

         On  April  24,  1997,  the  shareholders  approved  the  1997  Restated
Incentive  Stock Option Plan,  which  provides for officers and employees of the
Company to purchase up to 82,404 shares of Common Stock. The purpose of the Plan
is to (i) replace and expand  certain  existing  stock  options of the Bank (ii)
assist the Company and the Bank in attracting and retaining qualified persons as
their  employees and (iii) to help insure that  employees of the Company and the
Bank have shared economic interests with the shareholders of the Company.

Administration

         The 1997 Restated  Incentive Stock Option Plan may be administered by a
Committee appointed by the Board of Directors composed of not fewer than two (2)
members of the Board to serve in its place with respect to the Plan. All members
of such committee shall be disinterested  persons, if required.  Under the terms
of the  1997  Restated  Incentive  Stock  Option  Plan,  the  Committee  has the
authority  to (i)  determine  the  employees  who  shall  receive  the  grant of
<PAGE>
incentive  stock  options,  the time or times at which options shall be granted,
the number of shares of stock subject to each option and the vesting schedule of
such  options  (ii)  determine  the fair market value of the common stock of the
Company or of its  affiliates,  (iii)  determine the exercise price per share at
which options may be exercised,  (iv) determine the terms and provisions of each
option  granted  and the forms of each  option  agreement,  and  subject  to the
consent of the optionee,  to modify and amend any outstanding  option agreement,
(v)  accelerate  or defer  (with the  consent of the  optionee)  the date of any
outstanding  option, to authorize any person to execute on behalf of the Company
any instrument  required to effectuate the grant of an option previously granted
by the Committee,  (vi) amend the 1997 Restated Stock Option Plan if required by
the  Internal  Revenue  Code of 1986,  as  amended  or by  Section  16b-3 of the
Exchange Act (vii)  construe or interpret the 1997  Restated  Stock Option plan,
(viii)  authorize the sale of shares of Common Stock in connection with exercise
of  the  options,  (ix)  to  effect,  with  the  consent  of the  optionee,  the
cancellation of any outstanding options and to grant in substitution thereof new
options relating to the same or different numbers of shares,  (x) make all other
determinations deemed necessary or advisable for the administration of the Plan.

Shares Reserved

         Subject to adjustments  for certain  changes in the number of shares of
Common Stock,  a total of 82,404  shares of the Company's  Common Stock shall be
available  for issuance  under the 1997  Restated  Stock  Option Plan,  of which
50,400  have  previously  been  issued to  employees  pursuant to the 1994 Stock
Option  Plan.  Stock  subject to the Plan may be unissued  shares or  reacquired
shares,  bought on the  market or  otherwise.  Incentive  Stock  Options  may be
granted to eligible  persons in such  number and at such times as the  Committee
may  determine.  However,  to the extent that the  aggregate  fair market  value
(determined  at the time of the grant) of stock with respect to which  incentive
stock  options are  exercisable  for the first time by any  optionee  during any
calendar  year  under all plans of the  Company  and its  affiliates  exceed One
Hundred Thousand ($100,000) Dollars, the options or portions thereof that exceed
such limit shall be treated as nonstatutory options.

Eligibility

         Options  under the 1997  Restated  Incentive  Stock  Option Plan may be
granted only to employees of the Company or of its affiliates.  A Director shall
only be eligible  for the benefits of the Plan if he or she is also an employee,
provided,  however, a Director shall in no event be eligible for the benefits of
the Plan unless at the time  discretion  is  exercised  in the  selection of the
Director as a person to whom options may be granted,  or in the determination of
the number of  optioned  shares  which may be covered by options  granted to the
Director: (i) the Committee consists only of Non-Employee Directors; or (ii) the
Plan otherwise  complies with the  requirements of Section 16b-3 of the Exchange
Act. This provision  does not apply prior to the date of the first  registration
of an equity security of the Company under Section 12 of the Exchange Act.

         No person shall be eligible for the grant of an incentive stock option,
if, at the time of the grant,  such person owns or is deemed to own  pursuant to
Section  424  (d) of the  Internal  Revenue  Code of  1986,  as  amended,  stock
possessing more than ten (10%) of the total combined voting power of all classes
of stock of the Company or of any of its  affiliates,  unless the exercise price
of the option is at least one hundred and ten percent  (110%) of the fair market
value (as defined in the 1997  Restated  Incentive  Stock  Option  Plan) of such
stock at the date of the grant and the incentive stock option is not exercisable
after the expiration of five (5) years from the date of the grant.
<PAGE>
Terms of Options

         The exercise price shall not be less than one hundred percent (100%) of
the fair market value (as defined in the 1997  Restated  Incentive  Stock Option
Plan) of the  stock  subject  to the  option on the date the  option is  granted
(except as noted under  Eligibility  with respect to owners of ten (10%) percent
of the total combined voting stock of the Company or of any of its  affiliates.)
No option shall be  exercisable  after the expiration of five (5) years from the
date it was  granted  and the term of the  option  shall be stated in the Option
Agreement.

         Generally,  an option shall be deemed  exercised when written notice of
such exercise has been given to the Company in accordance  with the terms of the
Option  Agreement by the person entitled to exercise the option and full payment
has been  received by the  Company.  The  purchase  price of the stock  acquired
pursuant to the option shall be paid,  at the time the option is  exercised,  to
the extent permitted by the statutes and regulations at the time that the option
is exercised, either in cash or check.

         In the event that an  optionee's  continuous  status as an employee (as
defined in the 1997 Restated Incentive Stock Option Plan) terminates (other than
by death or  disability),  the  optionee may exercise his or her option but only
prior  to (i)  the  expiration  of  three  (3)  months  after  the  date of such
termination  and (ii)  expiration  of the term of the option as set forth in the
Option  Agreement,  and only to the extent  that the  optionee  was  entitled to
exercise it as of the date of such termination.

         In the  event  that an  optionee's  continuous  status  as an  employee
terminates as a result of the optionee's disability,  the optionee or his or her
personal  representative  may exercise his or her option, but only within twelve
(12) months from the date of such  termination  and only to the extent that such
optionee was entitled to exercise it on the date of such  termination (but in no
event  later than the  expiration  of the term of the option as set forth in the
Option Agreement).

         In the event of the death of the optionee, the option may be exercised,
at any time  within  twelve (12)  months of the death of the  optionee  (or such
longer or shorter time as may be specified  in the Option  Agreement)  but in no
event  later than the  expiration  date of the option as set forth in the Option
Agreement.

Nontransferability

         An incentive stock option shall not be transferrable  except by will or
by the laws of descent  and  distribution  and shall be  exercisable  during the
lifetime of the optionee only by such person.

Amendment

         The Committee at any time may amend the Plan, provided however, that if
required by Section 16b-3,  no amendment  shall be made more than once every six
(6) months,  other than to comport with the changes in the Code, ERISA, or other
rules  and  regulation  promulgated  thereunder.  It is  contemplated  that  the
Committee  may amend the Plan in any respect the  Committee  deems  necessary or
advisable to bring the Plan and the options  granted  thereunder into compliance
with the Code and Section 16b-3.
<PAGE>
         The Company will obtain  shareholder  approval of any Plan amendment to
the extent  necessary or desirable to comply with Section 16b-3 or with the Code
or any  successor  rule or statute or other rule or  regulation,  including  the
requirements  of any exchange or  quotation  system on which the Common Stock is
listed or quoted.  The rights and  obligations  under the options granted before
the  amendment of the Plan shall not be altered or impaired by the  amendment of
the Plan unless consented to in writing by the optionee.

Termination

         The Committee  may suspend or terminate the Plan at any time,  however,
the rights and  obligations  under any  obligation  granted while the Plan is in
effect shall not be altered or impaired by the  suspension or termination of the
Plan except with the consent of the optionee. Unless sooner terminated, the Plan
shall  terminate  within ten (10) years of the date the Plan was  adopted by the
Board of Directors or approved by the shareholders whichever date is earlier.

Adjustments Upon Changes in Capitalization or Merger

         Subject to any required action by the shareholders of the Company,  the
number of shares of Common Stock subject to the Plan and the number of shares of
Common Stock that have been  authorized  for  issuance  under the Plan but as to
which no option  has yet been  granted  or have been  returned  to the Plan upon
cancellation or expiration, as well as the price per share of Common Stock shall
be proportionally  adjusted for any increase or decrease in the number of issued
shares of the  Common  Stock,  resulting  from a stock  split,  stock  dividend,
combination  or  reclassification  of shares of Common  Stock  effected  without
consideration  by the Company.  Such adjustment  shall be made by the Committee,
whose determination shall be final, binding and conclusive.

         In the  event  of  dissolution  or  liquidation  of the  Company,  each
outstanding option will terminate  immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee.  The Committee may,
in its sole  discretion,  declare that any option  shall  terminate as of a date
fixed by the  Committee  and give each optionee the right to exercise his or her
option as to all or any part of the optioned shares,  including the shares as to
which the option would not otherwise be exercisable.

         In the event of a proposed sale of  substantially  all of the assets of
the Company, or the merger, restructure,  reorganization or consolidation of the
Company with or into another entity or entities in which the shareholders of the
Company  receive  cash or  securities  of  another  issuer,  or any  combination
thereof,  in exchange for their shares of Common Stock, each outstanding  option
shall be assumed or an equivalent  option shall be substituted by such successor
entity  or  an  affiliate  of  such  successor  entity,   unless  the  Committee
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  that the optionee shall have the right to exercise
the option as to all optioned  shares,  including  shares as to which the option
would not otherwise be vested.  Notwithstanding  anything to the contrary in the
Plan,  the Committee may grant  options  which provide for  acceleration  of the
vesting of shares  subject to an option upon change of control as defined in the
Plan.
<PAGE>
Certain Federal Income Tax Consequences

         The following  summary  generally  describes the principal Federal (and
not state and local) income tax  consequences  of options granted under the 1997
Restated  Incentive  Stock  Option  Plan.  It is  general  in nature  and is not
intended  to  cover  all  tax  consequences  that  may  apply  to  a  particular
participant in the 1997 Restated Incentive Stock Option Plan to the Company. The
provisions of the Code and regulations  thereunder relating to these matters are
complicated  and their  impact in any one case may  depend  upon the  particular
circumstances. This discussion is based on the code as currently in effect.

         If an incentive  stock option is awarded to a participant in accordance
with the terms of the 1997 Restated  Incentive Stock Option Plan, no income will
be recognized by such participant at the time of the grant.

         Generally,  on exercise of an incentive  stock option,  the participant
will  not  recognize  any  income  and the  Company  will not be  entitled  to a
deduction for tax purposes.  However,  the difference between the purchase price
and the fair market value of the shares of Common Stock  received on the date of
exercise  will be treated as a positive  adjustment in  determining  alternative
minimum  taxable  income,  which may subject the  participant to the alternative
minimum  tax.  Upon the  disposition  of shares  acquired  upon  exercise  of an
incentive  stock  option  under  the  1997  Incentive  Stock  Option  Plan,  the
participant  will ordinarily  recognize  long-term or short term capital gain or
loss (depending on the applicable holding period).  Generally,  however,  if the
participant  disposes of shares of Common  Stock  acquired  upon  exercise of an
incentive  stock  option  within two years after the date of grant or within one
year after the date of exercise (a  "disqualifying  disposition"),  the optionee
will recognize  ordinary income, and the Company will be entitled to a deduction
for tax  purposes,  the  amount of the  excess of the fair  market  value of the
shares on the date of exercise over the purchase  price (or the gain on sale, if
less).  Any excess of the amount  realized by the optionee on the  disqualifying
disposition  over the fair market value of the shares on the date of exercise of
the incentive stock option will ordinarily  constitute capital gain. In the case
of an optionee  subject to the  restrictions of Section 16(b), the relevant date
in measuring the optionee's  ordinary  income and the Company's tax deduction in
connection with any such disqualifying disposition will normally be the later of
(i) the date the six-month  period after the date grant lapses and (ii) the date
of exercise of the incentive stock option.
<TABLE>
<CAPTION>
                                             OPTIONS GRANTS IN LAST FISCAL YEAR
                                                    (Individual Grants)



                                         Number of            Percent of Total
                                         Securities           Options Granted
                                     Underlying Options       to Employees in
           Name                           Granted               Fiscal Year       Exercise Price           Expiration Date
           ----                           -------               -----------       --------------           ---------------
<S>                                        <C>                     <C>                <C>                 <C>
Robert P. Corcoran                         5,000                   16.6%              $13.00              November 20, 2002
Keith B. McCarthy                          5,000                   16.6%              $13.00              November 20, 2002
Arthur E. Brattlof                         5,000                   16.6%              $13.00              November 20, 2002
</TABLE>
<PAGE>
1997 Directors Stock Option Plan

         On April 24, 1997, the  shareholders  of the Company  approved the 1997
Directors  Stock  Option  Plan.  The Plan is intended  to promote the  Company's
interest  by  establishing  a  mechanism  to  reward  Directors  based on future
increases  in the  value of the  Company's  stock.  This will  help  retain  the
services of persons who are now  Directors  and provide  incentives  for them to
exert maximum efforts for the success of the Company and its affiliates.

         On June 26, 1997,  each  non-employee  member of the Company's Board of
Directors was granted an option to purchase  3,900 shares of the Common Stock of
the Company at $13.00 per share,  which was the fair market  value of the Common
Stock as of that date.

         As there  were 14  Directors  eligible  to  participate  under the 1997
Directors  Stock  Option  Plan all of the  shares  available  under the Plan are
subject to option.

Administration

         The  1997  Directors  Stock  Option  Plan  will  be  administered  by a
Committee appointed by the Board of Directors composed of not fewer than two (2)
members of the Board to serve in its place with  respect to the Plan.  No member
of the Committee will be an employee or officer of the Company or any affiliate.
Under the terms of the 1997  Directors  Stock Option Plan, the Committee has the
authority  to (i)  determine  the fair market  value of the common  stock of the
Company or of its  affiliates,  (ii)  determine the terms and provisions of each
option  granted  and the forms of each  option  agreement,  and  subject  to the
consent of the optionee,  to modify and amend any outstanding  option agreement,
(iii)  accelerate  or defer (with the consent of the  optionee)  the date of any
outstanding  option,  (iv) the Internal  Revenue Code of 1986, as amended or (v)
construe or interpret the 1997 Directors  Stock Option Plan,  (vi) authorize the
sale of shares of Common Stock in connection with exercise of the options, (vii)
to effect, with the consent of the optionee, the cancellation of any outstanding
options and to grant in substitution thereof new options relating to the same or
different  numbers  of  shares,  (viii)  make all  other  determinations  deemed
necessary or advisable for the administration of the Plan.

Terms of Options

         The exercise price shall not be less than one hundred percent (100%) of
the fair market  value (as defined in the 1997  Directors  Stock Option Plan) of
the stock  subject to the option on the date the  option is  granted.  No option
shall be exercisable after the expiration of five (5) years from the date it was
granted and the term of the option shall be stated in the Option Agreement.

         Generally,  an option shall be deemed  exercised when written notice of
such exercise has been given to the Company in accordance  with the terms of the
Option  Agreement by the person entitled to exercise the option and full payment
has been  received by the  Company.  The  purchase  price of the stock  acquired
pursuant to the option shall be paid,  at the time the option is  exercised,  to
the extent permitted by the statutes and regulations at the time that the option
is exercised, either in cash or check.
<PAGE>
         In the event that an  optionee's  continuous  status as a Director  (as
defined in the 1997 Directors Stock Option Plan) terminates (other than by death
or  disability),  the  optionee may exercise his or her option but only prior to
(i) the  expiration of three (3) months after the date of such  termination  and
(ii) expiration of the term of the option as set forth in the Option  Agreement,
and only to the extent that the  optionee  was entitled to exercise it as of the
date of such termination.

         In the  event  that  an  optionee's  continuous  status  as a  Director
terminates as a result of the optionee's disability,  the optionee or his or her
personal  representative  may exercise his or her option, but only within twelve
(12) months from the date of such termination,  and only to the extent that such
optionee was entitled to exercise it on the date of such  termination (but in no
event  later than the  expiration  of the term of the option as set forth in the
Option Agreement).

         In the event of the death of the optionee, the option may be exercised,
at any time  within  twelve (12)  months of the death of the  optionee  (or such
longer or shorter time as may be specified  in the Option  Agreement)  but in no
event  later than the  expiration  date of the option as set forth in the Option
Agreement.

Transferability

         A Directors Stock Option shall not be transferrable except: (i) by will
or by laws of descent and  distribution  or  pursuant  to a  qualified  domestic
relations  order,  as defined by the Code or Title I of the Employee  Retirement
Income Act, as amended  ("ERISA"),  or the rules thereunder  Qualified  Domestic
Relations  Order (a "QDRO") and shall be exercisable  during the lifetime of the
optionee  only by such  person or any  transferee  pursuant  to a QDRO;  or (ii)
without payment of  consideration,  to immediate  family members (i.e.  spouses,
children  and  grandchildren)  of the  optionee or to a trust for the benefit of
such family members, or partnership whose only partners are such family members.

Certain Federal Income Tax Consequences

         The following  summary  generally  describes the principal Federal (and
not state and local) income tax  consequences  of options granted under the 1997
Directors  Stock  Option  Plan.  It is general in nature and is not  intended to
cover all tax  consequences  that may apply to a particular  participant  in the
1997 Directors  Stock Option Plan or to the Company.  The provisions of the Code
and the  regulations  thereunder  relating to these matters are  complicated and
their impact in any one case may depend upon the particular circumstances.  This
discussion is based on the Code as currently in effect.

         If a grant is awarded to a participant in accordance  with the terms of
the 1997  Directors  Stock Option  Plan,  no income will be  recognized  by such
participant at the time the grant is awarded.

         Generally,  on exercise of a non-qualified  stock option, the amount by
which the fair market value of the Common Stock on the date of exercise  exceeds
the purchase price of such shares will be taxable to the participant as ordinary
income,  and will be deductible for tax purposes by the Company,  in the year in
which the participant  recognizes the ordinary income. The disposition of shares
acquired upon exercise of a non-qualified stock option ordinarily will result in
<PAGE>
long-term  or  short-term  capital  gain or loss  (depending  on the  applicable
holding  period) in an amount  equal to the  difference  between  (i) the amount
realized on such  disposition and (ii) the sum of (x) the purchase price and (y)
the amount of ordinary income  recognized in connection with the exercise of the
non-qualified stock option.

         Section  16(b)  of the  Securities  Exchange  Act of 1934,  as  amended
("Section  16(b)"),  generally  requires  officers,  directors  and ten  percent
shareholders  of the  Company to  disgorge  profits  from buying and selling the
Common Stock within a six month period.  Generally,  unless the  participants in
the 1997  Directors  Stock Option Plan elect  otherwise,  the relevant  date for
measuring the amount of ordinary  income to be recognized upon the exercise of a
non-qualified  stock  option  will be the  later of (x) the  date the six  month
period  following  the date of the grant  lapses and (y) the date of exercise of
the non-qualified stock option.

         If a non-qualified  stock option is exercised through the use of Common
Stock previously owned by the participant,  such exercise  generally will not be
considered a taxable  disposition of the  previously  owned shares and, thus, no
gain or loss will be recognized  with respect to the shares used to exercise the
option.

         The Company  may be  required  to withhold  tax on the amount of income
recognized by an optionee upon exercise of a non-qualified stock option.

Certain Agreements

         The  Company  has  entered  into  employment  agreements  with  Messrs.
Corcoran,  McCarthy  and  Brattlof.  The  agreements  provide for the payment of
bonuses as determined by the  Compensation  Committee of the Board of Directors.
The  agreements  provide for  severance  payments in the event the  officers are
terminated  without  cause  or  resign  with  good  reason.  Such  benefits  are
equivalent to two times the base salary for Mr. Corcoran  payable over 24 months
and one times the base salary for Messrs.  McCarthy and Brattlof payable over 12
months.  In the event of a change of control all three  officers would receive a
severance  payment equal to two times base salary payable over 24 months plus an
annual  payment for two years  equivalent  to the average  bonus paid during the
last three years of employment.

Director Compensation

         No  compensation  was  paid  for  Board of  Directors  meetings  of the
Company.

         During 1997, Directors of the Bank received compensation for service on
the Board of Directors of $450 per Board of Directors  meeting attended and $100
for each committee  meeting.  Mr. John Kitchen as Chairman of the Board received
compensation of $24,000 in addition to his other per meeting fees.

Benefit Plans

         The Bank maintains a 401(k) Plan covering  substantially all employees.
Under  the  terms  of the  Plan,  the  Bank  will  match  67%  of an  employee's
contribution,  up to 6% of the employee's salary.  Employees become fully vested
in the Bank's  contribution  after five years of service.  The Bank  contributed
$44,316 to the Plan in 1997.
<PAGE>
Transactions with Related Persons

         It is currently the policy of the Company and Bank NOT to extend credit
or make loans to any of its Directors or their affiliates.

         A  partnership  made up of,  among  others,  all but one of the  Bank's
Directors  owns and  leases the  premises  to the Bank at 103 West End Avenue as
well as additional  office space in the adjacent 117 West End Avenue.  The lease
for 103 West End Avenue,  which is the principal banking facility,  was reviewed
by both the FDIC and the  Department of Banking  prior to the Bank's  opening in
1991 to determine  that the terms of the lease are  comparable to those the Bank
would have received in an arms length  transaction  with an  unaffiliated  third
party.  Neither the FDIC nor the Department of Banking  objected to the terms of
the  lease.  The  office  space at 117 West End  Avenue  is also  leased at such
comparable terms.

Independent Public Accountants

         The  Board  of  Directors  has  selected   Grant  Thornton  to  be  the
independent  public  accountants  for the  Company  for the fiscal  year  ending
December 31,  1998. A member of that firm will be present at the Annual  Meeting
and available to respond to  appropriate  questions from the  shareholders,  and
make a statement if desired to do so.

Financial and Other Information Incorporated by Reference

         A copy of the Company's annual report is being sent to each shareholder
along with this proxy  statement and is incorporated  herein by reference.  This
information  should be read by  shareholders  in  conjunction  with  this  proxy
statement.

Proposals by Security Holders

         Proposals  by security  holders  intended to be  presented  at the 1999
Annual Meeting of Shareholders  (which the Company  currently intends to hold in
April of 1999) must be received by the  Secretary of the Company by November 28,
1998 for  inclusion in its proxy  statement  and form of proxy  relating to that
meeting.  If the date of the next  annual  meeting  is  changed  by more than 30
calendar days from such  anticipated  time fame, the Company shall,  in a timely
manner, inform its shareholders of the change and the date by which proposals of
shareholders  must be  received.  All such  proposals  should be directed to the
attention of the Secretary,  SVB Financial Services,  Inc., 103 West End Avenue,
Somerville, New Jersey 08876.

Other Matters Which May Properly Come Before the Meeting

         The  Board  of  Directors  knows  of no  other  business  that  will be
presented for  consideration at the Annual Meeting other than that stated in the
Notice.  Should  any other  matter  properly  come  before the  meeting  and any
adjournment  thereof,  it is intended  that proxies in the enclosed form will be
voted in  respect  thereof  in  accordance  with the  judgment  of the person or
persons voting the proxies.
<PAGE>
                                 REVOCABLE PROXY

                          SVB FINANCIAL SERVICES, INC.

        [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE

                  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                     FOR THE ANNUAL MEETING OF SHAREHOLDERS

                                 APRIL 30, 1998

   The undersigned shareholder hereby constitutes and appoints each of ARTHUR E.
BRATTLOF,   MARGUERITE  EPPLER  and  KEITH  B.  McCARTHY,  with  full  power  of
substitution,  to act as proxy for and to vote all shares of Common  Stock which
the  undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held on April 30, 1998, at 5:30 p.m. prevailing local time at the Raritan Valley
Country  Club,  Route  28,  Somerville,  New  Jersey,  or at any  adjournment(s)
thereof,  on all matters  coming before the meeting,  including (but not limited
to) the  election of any person to the  directorship  for which a nominee  named
hereon is unable to serve.

   The undersigned instructs said proxies to vote:

I.  Election of Directors

    For a term to continue to the 2001 Annual Meeting:

                [   ] FOR      [   ] WITHHOLD      [   ] EXCEPT

     Bernard  Bernstein,  Robert P.  Corcoran,  Mark S. Gold,  M.D.,  Raymond L.
     Hughes, S. Tucker S. Johnson.

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

--------------------------------------------------------------------------------




   THE PROXIES  SHALL VOTE AS SPECIFIED  ABOVE,  OR IF A CHOICE IS NOT SPECIFIED
FOR ANY OF THE ABOVE  NOMINEES,  THE PROXIES WILL VOTE "FOR" THE ELECTION OF THE
BOARD OF DIRECTORS NOMINEES.

                         Please be sure to sign and date
                          this Proxy in the box below.

                   _________________________________________
                                      Date

                   _________________________________________
                             Stockholder sign above

                   _________________________________________
                         Co-holder (if any) sign above
<PAGE>


   Detach above card, sign, date and mail in postage paid envelope provided.

                          SVB FINANCIAL SERVICES, INC.

Please  mark,  sign,  date and return  this Proxy  promptly  using the  envelope
provided. Please sign exactly as your name(s) appear hereon. Joint owners should
each  sign.  When  signing  as  attorney,  executor,  administrator,  trustee or
guardian, please give full title as such.

                               PLEASE ACT PROMPTLY

                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY