SVB FINANCIAL SERVICES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                     TO BE HELD ON THURSDAY, APRIL 26, 2001

                                    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 26, 2001 at 5:30 P.M., for
the following purposes:

         1. Election  of three (3)  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 14, 2001,  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



                                                        /s/ Keith B. McCarthy
                                                        ------------------------
                                                        Keith B. McCarthy
                                                        Secretary to the Board



Somerville, New Jersey
March 29, 2001

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 25, 2001.

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.

                               70 East Main Street
                                  P.O. Box 931

                          Somerville, New Jersey 08876

                                 PROXY STATEMENT

                 ANNUAL MEETING OF SHAREHOLDERS - APRIL 26, 2001

         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 26, 2001 and all adjournments  thereof.
This Proxy Statement and accompanying materials are being mailed to shareholders
on or about March 29, 2001.

         The close of business March 14, 2001, 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  3,104,018
shares  of Common  Stock,  with a par  value of $2.09  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 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,  70 East Main Street,  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" all of
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.

                                      - 1 -

<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.

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 13. All named below as  Directors  are  presently
members of the Board and have served since the Company's inception in 1996. They
have also been members of the Board of the Bank since 1990 with the exception of
Mr. Bernstein, who has been a member since 1991.

           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 three (3) Directors listed below have been nominated to
serve until the 2004  Annual  Meeting or until  their  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 14, 2001. Each Director with
the  exception of Mr.  Corcoran and Mr.  Kooyker owns 8,600  options to purchase
8,600 shares at a price of $5.895 per share which expire June 26, 2002 and 4,846
options to purchase  4,846  shares at a price of $8.571 per share  which  expire
April 27, 2005. Mr. Corcoran does not  participate in the Directors  Option Plan
and Mr.  Kooyker  owns 8,600  options to purchase  8,600  shares at $5.895 which
expire June 26, 2002.

<TABLE>
<CAPTION>
                                                                                            Shares
DIRECTORS                                                                                Beneficially             % of Total
Name, Title, and Address                  Age       Principal Occupation                    Owned                 Outstanding
------------------------                  ---       --------------------                    -----                 -----------
Directors Nominated to Serve Until the 2004 Annual Meeting: (9)
<S>                                        <C>      <C>                                   <C>                         <C>
Bernard Bernstein                          63       President & CEO,                      136,474                     4.01
  Director                                          Mid-State Lumber Corp.,
200 Industrial Parkway                              a wholesale lumber
Branchburg, NJ 08876                                distributor

Robert P. Corcoran                         60       President & CEO                        54,070(2)                  1.59
  President, CEO & Director                         Somerset Valley Bank
12 Harvest Court                                    SVB Financial Services, Inc.
Flemington, NJ 08822

Raymond L. Hughes                          69       President of N.J. Risk                 61,934(3)                  1.82
  Director                                          Managers & Consultants
20 West End Avenue
Somerville, NJ 08876
</TABLE>

                                      - 2 -

<PAGE>

<TABLE>
<CAPTION>
DIRECTORS                                                                                Beneficially             % of Total
Name, Title, and Address                  Age       Principal Occupation                    Owned                 Outstanding
------------------------                  ---       --------------------                    -----                 -----------
Directors Whose Terms Expire in 2002.
<S>                                        <C>      <C>                                   <C>                         <C>

Willem Kooyker                             58       Chairman & CEO of Blenheim            293,525(4)                  8.62
  Director                                          Investments, Inc., an international
2 Worlds Fair Drive                                 fund management firm
Somerset, NJ 08875

Frank Orlando                              67       Retired                               146,979(5)                  4.31
  Director
786 Princeton Avenue
Brick, NJ 08724

Gilbert E. Pittenger                       76       Retired                                28,281                      .83
  Director
RD #1, Box 91
New Ringgold, PA 17960

Frederick D. Quick                         69       President of Hesco                    209,250(6)                  6.15
  Director                                          Electric Supply Co., Inc.,
924 River Road                                      a lighting and electrical
Neshanic Station, NJ 08853                          supply firm

Donald Sciaretta                           45       President of Claremont                 90,595                     2.66
  Director                                          Construction Group, Inc.
P.O. Box 808
Far Hills, NJ 07931

Directors Nominated to Serve Until the 2003 Annual Meeting:

John K. Kitchen                            57       President of Title Central             64,205                     1.89
  Chairman of the Board & Director                  Agency, a title insurance
P.O. Box 421                                        firm
Somerville, NJ 08876

Anthony J. Santye, Jr.                     50       Managing Partner of                    61,285(1)                  1.80
  Director                                          A. J. Santye and Co., an
36 East Main Street                                 accounting and consulting
Somerville, NJ 08876                                firm

G. Robert Santye                           47       Director of Real Estate and            52,527(1)                  1.54
  Vice Chairman & Director                          Business Valuation Services
36 East Main Street                                 for A. J. Santye and Co.
Somerville, NJ 08876

Herman C. Simonse                          69       President of HCS Consultants, Inc.     52,254                     1.53
  Director
93 Douglass Avenue
Bernardsville, NJ 07924

Donald R. Tourville                        64       Chairman and CEO of Zeus              173,624                     5.10
  Director                                          Scientific, Inc., a manufacturer
P.O. Box 38                                         of diagnostic test kits
Raritan, NJ 08869

Executive Officers

Keith B. McCarthy                          43       Chief Operating Officer and            51,069(7)                  1.50
501 Red School Lane                                 Secretary/Treasurer  of the Company
Phillipsburg, NJ 08865                              and the Bank

Arthur E. Brattlof                         57       Executive Vice President and           38,084(8)                  1.12
9 Steeple Chase Court                               Senior Lending Officer
Bedminster, NJ 07921                                of the Bank
                                                                                       -------------              --------
Total Directors and Executive Officers as a Group                                       1,514,156                    44.47
</TABLE>


The denominator in determining the % of Total Outstanding  Shares was 3,404,886,
which includes outstanding stock options for 300,868 shares and 3,104,018 shares
issued and outstanding.

                                      - 3 -

<PAGE>


Principal Shareholder

         In addition to those named in the above list, the following is a holder
of  more  than  5% of  the  outstanding  shares  of  the  Common  Stock.  Shares
Beneficially % of Total

           Name and Address                  Owned            Outstanding
           -----------------------       ------------         -----------
           Mark S. Gold, MD                 189,157              5.56
           5745 SW 75th Street
           Gainesville, FL 32608-5504


1)       Includes  21,062 shares held by the A. J. Santye Co., PA Profit Sharing
         Plan over which he and his brother,  G. Robert Santye, Vice Chairman of
         the Company, are trustees.

2)       Included in this total are options to purchase  10,584  shares at $3.78
         which  expire  April 30, 2001 and 11,025  shares at $5.90 which  expire
         November 20, 2002, and 10,000 at $8.875 which expire December 13, 2005.

3)       Includes  5,292  shares held by  Hughes-Plumer  Pension Fund and 29,635
         shares held by Hughes-Plumer and Associates Profit Sharing Plan.

4)       Includes  105,840  shares  held in trusts  for his three  children  and
         11,117 shares held in an annuity in which his wife is a trustee.

5)       Includes  71,442 shares held by Eight Mountain  Trail,  Inc.  Employees
         Profit   Sharing   Plan  and 10,200  shares  held  in  trusts  for  his
         grandchildren.

6)       Includes 33,075 shares held by Quick Family Investments LP.

7)       Includes  options to purchase 10,584 shares at $3.78 which expire April
         30, 2001 and 11,025 shares at $5.90 which expire November 20, 2002, and
         10,000 shares at $8.875 which expire December 13, 2005.

8)       Includes  options to purchase 13,759 shares at $3.78 which expire April
         30, 2001 and 11,025 shares at $5.90 which expire November 20, 2002, and
         10,000 shares at $8.875 which expire December 13, 2005.

9)       This does not  include S.  Tucker S.  Johnson,  who served as  Director
         until September 17, 2000 and resigned to pursue other interests.

Section 16(a) Beneficial Ownership Reporting Compliance

         Mr. Frank Orlando failed  to file  on a timely basis Form 5 as required
by  Section  16(a) of the  Securities  Exchange  Act of 1934 for the year  ended
December 31, 2000.

Director Committees

         All members of the Board of  Directors of the Company also serve on the
Board of  Directors  of the  Bank.  There  are six  committees  of the  Board of
Directors of the Company and the Bank.

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

                                      - 4 -

<PAGE>

         The Audit  Committee  is a committee  of the  Company  and  composed of
Messrs.  Orlando, Quick, A. J. Santye, Jr. and Simonse. The Committee 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 members of
the Audit  Committee  are  independent  as  defined by Rule 4200 (a) (15) of the
National Association of Securities Dealers listing standards.

         The Audit Committee has reviewed and discussed the financial statements
with management. The Audit Committee has discussed with the independent auditors
the matters required to be discussed by SAS 61.

         The Audit  Committee has received  written  disclosures  and the letter
from the independent  accountants required by Standards Board Standard No. 1 and
has discussed with the  independent  accountants  the  independent  accountants'
independence.  Based on the reviews and discussions  above,  the Audit Committee
recommended to the Board of Directors that the audited  financial  statements be
included in the Company's  Annual Report on Form 10-KSB for 2000 for filing with
the Securities and Exchange Commission. During 2000, the Audit Committee adopted
an Audit  Committee  Charter  which is  included  as an  Appendix  to this Proxy
Statement.

         The Loan  Committee  is a committee of the Bank and composed of Messrs.
Bernstein,  Corcoran, Hughes, Kitchen, A. J. Santye, Jr., Sciaretta, Simonse and
Tourville. The Committee 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  is a committee  of the Bank and composed of
Messrs. Hughes, G. R. Santye, Sciaretta and Simonse, reviews appraisals for real
estate mortgages and  construction  loans and advises the Loan Committee and the
Board with respect to real estate lending.

         The  Investment  Committee  is a committee  of the Bank and composed of
Messrs.  Bernstein,  Kooyker,  Orlando,  Pittenger and Simonse and  periodically
reviews the Bank's investment portfolio for adherence to policy and approves its
investment strategy.

         The  Compensation  Committee is a committee of the Bank and composed of
Messrs. Bernstein, Kooyker, Orlando, Quick and Tourville. The Committee approves
compensation and bonuses for the Bank's officers.

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

         During 2000,  the Board of Directors  held 12 meetings,  the  Executive
Committee 3 meetings,  the Loan  Committee  13 meetings,  the Audit  Committee 4
meetings,  the Investment  Committee 4 meetings,  the  Compensation  Committee 1
meeting,  and the Real Estate  Committee  12  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 2000,  all
Directors  attended at least 75% of the total Board and Committee  meetings with
the exception of Messrs. Hughes and Kooyker. Attendance percentages for the Loan
Committee  and Real Estate  Committee  are not  included  in these  percentages.
Because of the frequency of Loan Committee and Real Estate  Committee  meetings,
only three  Director Loan  Committee  members are required to conduct  committee
meetings as set forth in the Bank's policy.

                                      - 5 -

<PAGE>


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                       2000      $170,000      $ 28,900      $ 18,936(1)
President and CEO of                     1999       156,000        32,760        17,556(1)
the Company and the Bank                 1998       150,000        28,735        16,692(1)

Keith B. McCarthy                        2000       120,000        15,600        12,260(2)
Chief Operating Officer and              1999       113,000        17,799         6,493(2)
Secretary/Treasurer of the Company       1998       108,650        15,609        22,559(2)
and the Bank

Arthur E. Brattlof                       2000       114,000        14,820         5,215(3)
Executive Vice President & Senior        1999       104,000        16,380         4,735(3)
Lending Officer of the Bank              1998       100,000        14,367         4,624(3)
</TABLE>


1)       Includes  matching  contributions to the 401(k) Plan of $6,800 in 2000,
         $6,240 in 1999,and $6,799 in 1998,  Director fees of $5,400 in 2000 and
         1999, and $4,950 in 1998 and term life  insurance  premiums paid by the
         Company of $6,736 in 2000, $5,916 in 1999, and $4,943 in 1998.

2)       Includes  matching  contributions to the 401(k) Plan of $5,511 in 2000,
         $5,144 in 1999 and $5,072 in 1998 and life  insurance  premiums paid by
         the Company of $1,349 in 2000 and 1999 and $675 in 1998. Directors fees
         of  $5,400  in 2000  and a gain of  $16,812  on the  exercise  of 7,200
         options and their subsequent sale in 1998.

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


         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 previous table 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  2000,  the  Compensation  Committee  of the Board of  Directors
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.

         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 181,700 shares of Common Stock, as adjusted for splits
and stock dividends.  As of March 14, 2001 all options under this Plan have been
distributed.  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.

         Options for 8,828 shares were granted  under the Plan in 2000.  None of
which were to the executive officers listed in the table.

                                      - 6 -

<PAGE>


2000 Incentive Stock Option Plan

           On April 27, 2000, the shareholders approved the 2000 Incentive Stock
Option Plan which  provides for officers and employees to purchase up to 157,500
shares of common  stock as  adjusted  for the splits and a stock  dividend.  The
purpose of the Plan is to retain the services of new and  existing  employees of
the Company and its  affiliates  and to provide  incentives  for such persons to
exert maximum efforts for the success of the Company and its affiliates.

           There were 34,400 shares issued under this Plan in 2000.
<TABLE>
<CAPTION>
                                         OPTION/SAR GRANTS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------------------
                                                                                                      POTENTIAL
                                                                                                     REALIZABLE
                                                                                                      VALUE AT
                                                                                                      ASSUMED
                                              PERCENT OF                                            ANNUAL RATES
                            NUMBER OF            TOTAL          EXERCISE                           OF STOCK PRICE
                            SECURITIES       OPTIONS/SARs          OF                               APPRECIATION
                            UNDERLYING        GRANTED TO          BASE                               FOR OPTION
                           OPTIONS/SARs      EMPLOYEES IN        PRICE        EXPIRATION                TERM
NAME                         GRANTED          FISCAL YEAR        ($/SH)          DATE             5%/(SH) 10%/(SH)
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>            <C>           <C>   <C>       <C>            <C>
Robert P. Corcoran            10,000              23%            $8.875        12/13/05        $24,500        $54,200
Keith B. McCarthy             10,000              23%            $8.875        12/13/05        $24,500        $54,200
Arthur E. Brattlof            10,000              23%            $8.875        12/13/05        $24,500        $54,200

</TABLE>


           The following table depicts  information  with respect to outstanding
stock options for the three executive officers listed in the previous table:

<TABLE>
<CAPTION>
                         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                              AND DECEMBER 31, 2000 OPTION/SAR VALUES (1)
------------------------------------------------------------------------------------------------------
                                                                 NUMBER OF
                                                                UNEXERCISED              VALUE OF
                                                                SECURITIES             UNEXERCISED
                                 NUMBER OF                      UNDERLYING            IN-THE-MONEY
                                  SHARES                      OPTIONS/SARs AT         OPTION/SARs AT
                               ACQUIRED ON        VALUE      DECEMBER 31, 2000      DECEMBER 31, 2000
NAME                             EXERCISE        REALIZED       EXERCISABLE            EXERCISABLE
------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>           <C>                    <C>
Robert P. Corcoran                 -               -             31,609                 $81,400
Keith B. McCarthy                  -               -             31,609                 $81,400
Arthur E. Brattlof                 -               -             34,784                 $96,788
</TABLE>


(1)      All data is adjusted for the 5% stock dividend.


                                      - 7 -

<PAGE>


Certain Agreements

           The Company has  entered  into  employment  agreements  with  Messrs.
Corcoran,  McCarthy and Brattlof.  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.

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
$76,000 to the Plan in 2000.

           During 1999, the Company established a Supplemental  Retirement Plan.
The Plan covers the three officers  listed in the table above.  Mr.  Corcoran is
covered under a defined  benefit plan,  which  provides a benefit of $75,000 per
year upon his retirement at age 65 for a period of ten years.  Mr.  Brattlof and
Mr. McCarthy are covered under a defined  contribution plan, the object of which
is to provide  for an income of $50,000 per year each upon their  retirement  at
age 65 for a period of ten years.  The Company  expensed $84,000 for these plans
in 2000.

Director Compensation

           During 2000, 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 K. Kitchen as Chairman of the Board
received compensation of $33,000 in addition to his other per meeting fees.

           No  compensation  was paid for  Board of  Directors  meetings  of the
Company. Directors are paid $100 for each committee meeting attended.

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 8,600 shares,  as adjusted for stock
splits and stock  dividends,  of the Common  Stock of the  Company at $5.895 per
share,  which was the fair market value of the Common Stock as of that date,  as
adjusted.

           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. Therefore, no shares were granted during 2000.

2000 Directors Stock Option Plan

           On April 27, 2000, the  shareholders of the Company approved the 2000
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.

           Each non employee  member of the Company's  Board of Directors,  with
the exception of Mr. Kooyker, was granted an option to purchase 4,846 shares, as
adjusted  for the stock  dividend,  of the Common Stock of the Company at $8.571
per share, which was the fair market value of the Common Stock as of that date.

                                      - 8 -

<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.  Loans  totaling  $297,000  were
outstanding at December 31, 2000 to 3 members of Directors'  immediate families.
Such loans were made on  substantially  the same terms  including  interest  and
collateral,  as those  prevailing at the time for comparable  transactions  with
other persons and do not involve more than the normal risk of  collectability or
present other unfavorable features.

           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 and
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.  Payments  under these  leases  totaled
$115,000 in 2000.

           During 2000, the Company made payments to Hughes Plumer & Associates,
totaling  $115,000  for  insurance.  Raymond  Hughes,  II, son of the  Company's
Director, Raymond L. Hughes, is President of Hughes Plumer & Associates.

Independent Public Accountants

           The Board of  Directors  has  selected  Grant  Thornton LLP to be the
independent  public  accountants  for the  Company  for the fiscal  year  ending
December 31,  2001. 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  2000  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 shareholders intended to be presented at the 2002 Annual
Meeting of Shareholders (which the Company currently intends to hold in April of
2002) must be received by the  Secretary of the Company by November 27, 2001 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 frame, 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., 70 East Main Street,  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.

                                      - 9 -

<PAGE>

                                   APPENDIX A

                          SVB FINANCIAL SERVICES, INC.
                                       AND
                              SOMERSET VALLEY BANK
                             AUDIT COMMITTEE CHARTER

                                    PREAMBLE

           There shall be a standing  committee  of the Board of Directors to be
known as the Audit Committee.

           The Audit  Committee  shall consist  exclusively of Directors who are
independent  of Management  and who are not officers or employees of the Bank or
of any entity controlling,  controlled by or under common control with the Bank,
and who are not a beneficial owner of a controlling interest in the voting stock
of the Bank or of any such entity.

           Audit  Committee  members and its Chairman  shall be appointed by the
full Board of  Directors.  The duties  and  responsibilities  of a member of the
Audit  Committee  are in  addition  to those  duties set out for a member of the
Board of Directors.

GENERAL RESPONSIBILITIES

      1.   The Audit Committee shall assist the Board of Directors in fulfilling
           its oversight responsibilities of the financial reporting,  auditing,
           internal control,  and compliance with laws and regulations  relating
           to the safety and soundness of the Bank.

      2.   The Audit Committee shall provide open avenues of communication among
           the  internal  auditors,  the  independent  auditors,  the  Board  of
           Directors, and Financial and Senior Management.

      3.   The Audit  Committee shall conduct or authorize  investigations  into
           matters within the Audit Committee's scope of  responsibilities,  and
           is authorized to retain independent counsel,  accountants or whatever
           other assistance is needed to assist in such an investigation.

      4.   The Audit Committee shall do whatever else the law, Bank's Charter or
           By-laws or the Board of Directors requires.

RESPONSIBILITIES FOR ENGAGING INDEPENDENT ACCOUNTANTS AND APPOINTING THE
INTERNAL AUDITOR

      1.   The Audit  Committee  shall engage  independent  accountants  for the
           purposes of performing  outside audits and for such other purposes as
           the Audit Committee deems  necessary.  The Audit Committee shall also
           review and dismiss the independent accountants,  if deemed necessary.
           The Audit  Committee  shall also  review and set any fees paid to the
           independent  accountants.  The Audit Committee's action is subject to
           approval by the full Board of Directors.

      2.   The Audit Committee shall select,  replace,  reassign, or dismiss the
           internal  audit  firm,  subject  to  approval  by the  full  Board of
           Directors.

                                     - 10 -

<PAGE>



      3.   The Audit Committee shall confirm and assure the  independence of the
           internal auditor and the independent accountants.


      4.   Any   recommendation   by  either   Management  or  the   independent
           accountants  to engage  additional  auditors shall be referred to the
           Audit  Committee  for  consideration.   The  decision  of  the  Audit
           Committee  shall be  subject  to the  approval  of the full  Board of
           Directors.

      5.   The Audit Committee shall insure that the internal audit firm and the
           independent  accountants  coordinate the internal and external audits
           to ensure that there is completeness of coverage,  reduced redundancy
           and effective use of audit resources.

      RESPONSIBILITIES FOR OVERSEEING AND REVIEWING INTERNAL AUDITS, THE
      ANNUAL EXTERNAL AUDIT AND THE REVIEW OF QUARTERLY AND ANNUAL

      FINANCIAL STATEMENTS

      1.   The Audit Committee shall ascertain that the independent  accountants
           view the Board of Directors  as its client.  At least  annually,  the
           independent  accountants  shall be  available  to meet  with the full
           Board of Directors.  The  independent  accountants  shall provide the
           Committee with a timely analysis of significant  financial  reporting
           issues.

      2.   The  Audit  Committee  shall  consider,   in  consultation  with  the
           independent  accountants  and the internal  audit firm,  the scope of
           both the internal audit and the external audit.


<PAGE>


      3.   Management,  the internal audit firm and the independent  accountants
           shall  report  to the Audit  Committee  about  significant  risks and
           exposures  to  the  Bank  and  the  Audit   Committee   shall  assess
           Management's steps to minimize them.

      4.   The Audit Committee will review the following with the independent
           accountants and the internal audit firm:

                    a.    The adequacy and  effectiveness of the Bank's internal
                          controls,  including  computerized  information system
                          controls and security thereof.

                    b.    Any significant  findings and recommendations  made by
                          the  independent  accountant  or internal  audit firm,
                          together with Management's responses to them.

                    c.    The  quarterly  independent  loan  review  reports and
                          report  any  significant  findings  to  the  Board  of
                          Directors.

      5.   As soon as practicable  after the completion of the annual audit, the
           Audit  Committee  will review the following  with  Management and the
           independent accountants:

                    a.    The Company's annual financial  statements and related
                          footnotes.

                    b.    The independent  accountants' audit of, and report on,
                          the financial statements.

                    c.    The  independent  accountants'  qualitative  judgments
                          about the appropriateness, not just the acceptability,
                          of accounting principles and financial disclosures and
                          how  aggressive  (or   conservative)   the  accounting
                          principles and underlying estimates are.


                                     - 11 -

<PAGE>
                    d.    Any serious  difficulties  or disputes with Management
                          encountered during the course of the audit.

                    e.    Anything  else about the  procedures  or findings that
                          GAAS requires the  independent  accountants to discuss
                          with the Committee.

      6.   The Audit Committee will consider and review with Management and the
           internal audit firm:

                    a.    Any   significant   findings   during   the  year  and
                          Management's response to them.

                    b.    Any  difficulties  the  internal  auditor  encountered
                          while conducting audits, including any restrictions on
                          the  scope  of  their  work  or  access  to   required
                          information.

                    c.    Any  changes  to  the  planned  scope  of  the  Bank's
                          internal  audit  plan that the Audit  Committee  deems
                          advisable.

                    d.    The   Internal   Auditing   Department's   budget  and
                          staffing.

      7.   The Audit  Committee  Chairman will review  either in person,  or via
           phone  conference,  the interim financial reports with Management and
           the independent accountants before those interim reports are released
           to the public or filed with the SEC or other regulators.

      8.   The Audit  Committee  will review  annual  fillings  with the SEC and
           other published documents  containing the Bank's financial statements
           and will consider  whether the  information  is  consistent  with the
           information on the financial statements.

      9.   The Audit Committee will prepare a letter for inclusion in the Annual
           Report   that    describes   the    Committee's    composition    and
           responsibilities and how the responsibilities were fulfilled.

           PERIODIC RESPONSIBILITIES

      1.   Annually review and recommend to the Board of Directors any changes
           in the Audit Committee's Charter.

      2.   Review legal and regulatory  matters that may have a material  effect
           on the Bank's financial statements,  compliance policies and programs
           and reports from regulators.

      3.   Meet with the internal audit firm, the  independent  accountants  and
           Management in separate  executive sessions to discuss any matters the
           Committee or these groups believe should be discussed  privately with
           the Audit Committee.

           COMMITTEE PROCEDURES

           The Audit Committee shall meet at least four times each year and more
           frequently if circumstances make that preferable. The Audit Committee
           Chairman has the power to call a Committee meeting whenever he or she
           thinks there is a need. An Audit Committee  member should not vote on
           any matter in which he or she is not independent. The Audit Committee
           should meet with the independent auditors and Management quarterly to
           review the financial statements.  The Audit Committee may ask members
           of  Management  or others to attend the meetings and is authorized to
           receive all pertinent information from Management.

                                     - 12 -

<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 26, 2001

         The  undersigned  shareholder  hereby  constitutes and appoints each of
ARTHUR E. BRATTLOF and ROBERT F. CRAMER, 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 26,
2001 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:

1. Election of Directors:

   For a term to continue to the 2004 Annual Meeting:

   Bernard Berstein, Robert P. Corcoran, Raymond L. Huges


                                   With-              For All
                [   ]  For   [   ] hold       [   ]   Except

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 ACT PROMPTLY

                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY