SVB FINANCIAL SERVICES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                     TO BE HELD ON THURSDAY, APRIL 24, 2003

                                    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 24, 2003 at 5:30 P.M., for
the following purposes:

     1.   Election of 4 Directors for the terms as set forth in the accompanying
          Proxy Statement.

     2.   Approval of the amendment to the 2000 Incentive Stock Option Plan.

     3.   Approval of the 2003 Directors Stock Option Plan.

     4.   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 12, 2003, 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



                                              Elizabeth J. Balunis
                                              Secretary to the Board


Somerville, New Jersey
March 26, 2003

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 23, 2003.


--------------------------------------------------------------------------------
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 24, 2003
                 -----------------------------------------------

     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 24, 2003 and all adjournments  thereof.
This Proxy Statement and accompanying materials are being mailed to shareholders
on or about March 26, 2003.

     The close of business March 12, 2003, 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  3,652,766
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  sources  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,  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 and the proposals.

     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. A majority of the votes cast are required to approve
proposals 2 and 3.

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 12. 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  terms of each of the
Executive  Officers runs until the next Annual  Meeting.  Mr.  McCarthy has been
employed by the Bank since 1990 and the Company  since 1996.  Mr.  Brattlof  has
been employed by the Bank since 1992 and the Company since 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 four (4) Directors  listed below have been nominated to
serve until the 2006  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 12, 2003.

<TABLE>
<CAPTION>


                                                                                               Shares
DIRECTORS                                                                                   Beneficially       % of Total
Name, Title, and Address              Age           Principal Occupation                       Owned           Outstanding
----------------------------------    ---      ---------------------------------          ----------------     -----------
<S>                                    <C>                                                    <C>    <C>           <C>
Directors Nominated to Serve
Until the 2006   Annual Meeting.
John K. Kitchen                        59      President of Title Central                     70,052 (1)           1.84
  Chairman of the Board & Director             Agency, a title insurance
P.O. Box 421                                   firm
Somerville, NJ 08876

Anthony J. Santye, Jr.                 52      Managing Partner of                            67,566 (1) (2)       1.78
   Director                                    A. J. Santye and Co., an
36 East Main Street                            accounting and consulting
Somerville, NJ 08876                           firm

Herman C. Simonse                      71      President of HCS Consultants,                  57,608 (1) (8)       1.51
  Director                                     Inc. and President of West End
93 Douglass Avenue                             One Corp.
Bernardsville, NJ 07924

Donald R. Tourville                    66      Chairman and CEO of Zeus                      206,241 (1)           5.42
  Director                                     Scientific, Inc., a manufacturer
P.O. Box 38                                    of diagnostic test kits
Raritan, NJ 08869


</TABLE>
                                        - 2 -

<PAGE>

<TABLE>
<CAPTION>

DIRECTORS                                                                                      Shares
---------                                                                                   Beneficially       % of Total
Name, Title, and Address              Age           Principal Occupation                       Owned           Outstanding
----------------------------------    ---      ----------------------------------              -----           -----------
<S>                                    <C>                                                   <C>     <C>           <C>
Directors Whose Terms Expire in 2004.
Bernard Bernstein                      65      President & CEO,                              164,428 (1)           4.32
  Director                                     Mid-State Lumber Corp.,
200 Industrial Parkway                         a wholesale lumber
Branchburg, NJ 08876                           distributor

Robert P. Corcoran                     62      President & CEO                                53,791 (3)           1.41
  President, CEO & Director                    Somerset Valley Bank
12 Harvest Court                               SVB Financial Services, Inc.
Flemington, NJ 08822

Raymond L. Hughes                      71      President of N.J. Risk                         77,761 (1)(4)        2.04
  Director                                     Managers & Consultants
20 West End Avenue
Somerville, NJ 08876


Directors Whose Terms Expire in 2005.
Willem Kooyker                         60      Chairman & CEO of Blenheim                    334,292 (5)(9)        8.79
  Director                                     Capital Management, LLC, an
2 Worlds Fair Drive                            international fund management firm
Somerset, NJ 08875

Frank Orlando                          69      Retired                                       170,825(1)(6)         4.49
  Director
786 Princeton Avenue
Brick, NJ 08724

Gilbert E. Pittenger                   78      Retired                                        45,817               1.20
  Director
27 Owl Lane
New Ringgold, PA 17960

Frederick D. Quick                     71      President of Hesco                            230,697(1)(7)         6.06
  Director                                     Electric Supply Co., Inc.,
924 River Road                                 a lighting and electrical
Hillsborough, NJ 08844                         supply firm

Donald Sciaretta                       47      President of Claremont                         99,880(1)            2.62
  Director                                     Construction Group, Inc.
P.O. Box 808
Far Hills, NJ 07931

Executive Officers
------------------
Keith B. McCarthy                      45      Chief Operating Officer and                    55,248(3)            1.45
501 Red School Lane                            Treasurer  of the Company
Phillipsburg, NJ 08865                         and the Bank

Arthur E. Brattlof                     59      Executive Vice President and                   51,540(3)            1.36
9 Steeple Chase Court                          Senior Lending Officer
Bedminster, NJ 07921                           of the Bank
                                                                                        ------------------     -----------
Total Directors and Executive Officers as a Group                                           1,685,746             44.28
</TABLE>


The  denominator in determining the percentage of Total  Outstanding  Shares was
3,805,222,  which  includes  outstanding  stock  options for 152,456  shares and
3,652,766 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                    203,277                5.34
         5745 SW 75th Street
         Gainesville, FL 32608-5504

1)   Includes  options to purchase 5,342 shares at $7.774 per share which expire
     April 27, 2005.

2)   Includes 23,221 shares held by the A. J. Santye Co., PA Profit Sharing Plan
     over which he is a trustee.

3)   Included in this total are options to purchase 11,025 shares at $8.05 which
     expire  December 13, 2005 and 10,500 shares at $9.524 which expire November
     29, 2006.

4)   Includes 5,834 shares held by Hughes-Plumer  Pension Fund and 32,671 shares
     held by Hughes-Plumer and Associates Profit Sharing Plan.

5)   Includes  116,688  shares held in trusts for his three children and 197,439
     shares held in a trust in which his wife is a trustee.

6)   Includes 78,764 shares held by Eight Mountain Trail, Inc.  Employees Profit
     Sharing Plan and 14,264 shares held in trusts for his grandchildren.

7)   Includes 36,464 shares held by Quick Family Investments LP.

8)   West End One Corp.,  incorporated in the State of Delaware, is a subsidiary
     of Somerset  Valley  Investment  Company,  Inc.,  which is a subsidiary  of
     Somerset  Valley Bank. West End One Corp.  manages an investment  portfolio
     similar to that of Somerset Valley Bank. Mr. Simonse has an MBA in Business
     Administration  from  Fairleigh  Dickinson  University,  and is the  former
     director of the Division of Economic  Development for the Division of Labor
     and Industry  for the State of New Jersey and is a member of the  Company's
     Investment Committee.

9)   Includes  options to purchase 5,342 shares at $16.30 per share which expire
     on January 27, 2008.

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



                                      - 4 -

<PAGE>



     The  Nominating  Committee  established  on January 30, 2003 is composed of
Messrs.  Kooyker,  Bernstein,  Quick and  Tourville.  The Committee  reviews and
nominates  Directors to be proposed for election or to fill vacancies that occur
prior to the Annual Meeting.

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

     The Audit  Committee  is a committee of the Company and composed of Messrs.
Bernstein,  Orlando,  Quick and A. J. Santye,  Jr. 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.  As required by Rule
4350  (d)(2)(c)  of the  National  Association  of  Securities  Dealers  listing
standards,  a majority of 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 Independence  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 2002
for filing with the Securities and Exchange  Commission.  The Board of Directors
has adopted a written charter for the Audit Committee.

     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,  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 as well as awards stock options
to both directors and officers.

                                      - 5 -

<PAGE>



     Messrs.  Corcoran and Kitchen are ex-officio members of all the committees,
except the Audit,  Nominating and Compensation  Committees.  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 and a non-voting
member of Executive Committee.

     During  2002,  the  Board of  Directors  held 12  meetings,  the  Executive
Committee 2 meetings,  the Loan  Committee  18 meetings,  the Audit  Committee 4
meetings,  the Investment  Committee 4 meetings,  the  Compensation  Committee 2
meetings,  and the Real Estate  Committee  18 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 Company  does not regard  attendance  at meetings to be the primary
criterion  to evaluate the  contribution  made by a Director.  During 2002,  all
Directors  attended at least 75% of the total Board and Committee  meetings with
the  exception of Mr.  Raymond L. Hughes.  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.

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.

                                               Annual
                                            Compensation              All Other
Name and Position                     Year     Salary      Bonus    Compensation
-----------------                     ----     ------      -----    ------------

Robert P. Corcoran                    2002    $185,640   $ 41,566   $ 21,923(1)
President and CEO of                  2001     176,800     42,785     18,889(1)
the Company and the Bank              2000     170,000     28,900     18,936(1)


Keith B. McCarthy                     2002     131,040     29,341     15,297(2)
Chief Operating Officer and           2001     124,800     22,651     12,365(2)
Treasurer of the Company              2000     120,000     15,600     12,260(2)
 and the Bank

Arthur E. Brattlof                    2002     125,685     28,142     13,310(3)
Executive Vice President & Senior     2001     119,700     21,725      5,267(3)
Lending Officer of the Bank           2000     114,000     14,820      5,215(3)



          1)   Includes  matching  contributions to the 401(k) Plan of $6,592 in
               2002, $7,000 in 2001 and $6,800 in 2000.  Director fees of $7,800
               in 2002 and $5,400 in 2001 and 2000. Term life insurance premiums
               paid by the Company of $7,531 in 2002,  $6,489 in 2001 and $6,736
               in 2000.

          2)   Includes  matching  contributions to the 401(k) Plan of $6,148 in
               2002, $5,616 in 2001 and $5,511 in 2000. Life insurance  premiums
               paid by the  Company of $1,349 in 2002,  2001 and 2000.  Director
               fees of $7,800 in 2002 and $5,400 in 2001 and 2000.

          3)   Represents matching amounts contributed by the Bank to the 401(k)
               Plan and Director fees of $7,800 in 2002.


                                      - 6 -

<PAGE>



     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 2002, 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 were 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 200,324 shares of Common Stock,  as adjusted for splits and stock
dividends. 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.

     As of December  31, 2000,  all options  available  were granted  under this
Plan, 5,523 remain unexercised at December 31, 2002.

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 173,643
shares of common  stock as adjusted for the 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.



                                      - 7 -

<PAGE>



     There were no options  granted under this plan in 2002. 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, 2002 OPTION/SAR VALUES (1)
                                -----------------------------------------------------------------------------------

                                                                              NUMBER OF
                                                                             UNEXERCISED                 VALUE OF
                                   NUMBER                                     SECURITIES               UNEXERCISED
                                     OF                                       UNDERLYING               IN-THE-MONEY
                                   SHARES                                    OPTIONS/SARs              OPTIONS/SARs
                                  ACQUIRED                                        AT                        AT
                                     ON                                      DECEMBER 31,              DECEMBER 31,
                                  EXERCISE               VALUE                   2002                      2002
NAME                               IN 2002             REALIZED              EXERCISABLE               EXERCISABLE
-----------------                  -------             --------              -----------               -----------
<S>                                <C>                 <C>                      <C>                      <C>
Robert P.Corcoran                  12,155              $ 95,818                 21,525                   $159,952
Keith B. McCarthy                  12,155                88,281                 21,525                    159,952
Arthur E. Brattlof                 12,155               190,998                 21,525                    159,952
</TABLE>

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

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
$93,000 to the Plan in 2002.

     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  $157,000 for these plans
in 2002.


                                      - 8 -

<PAGE>



Director Compensation
     During 2002, Directors of the Bank received compensation for service on the
Board of Directors of $650 per Board of Directors  meeting attended and $150 for
each  committee  meeting.  Mr. John K. Kitchen as Chairman of the Board received
compensation of $40,000 in addition to his other per meeting fees.

     No  compensation  was paid for Board of Directors  meetings of the Company.
Directors are paid $150 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 9,030 shares,  as adjusted for stock
splits and stock  dividends,  of the Common  Stock of the  Company at $5.614 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 were subject to
option. All remaining options under this Plan were exercised in 2002.

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  5,342 shares,  as
adjusted  for the stock  dividend,  of the Common Stock of the Company at $7.774
per share,  which was the fair market value of the Common Stock as of that date.
Mr.  Kooyker was granted an option to purchase 5,342 shares at a price of $16.30
on January 27, 2003.

Certain Relationships and Related Transactions
     It is currently  the policy of the Company and Bank not to extend credit or
make loans to any of its Directors.  A loan totaling $119,000 was outstanding at
December 31, 2002 to one member of a Directors' immediate family.  Such loan was
made on substantially the same terms including interest and collateral, as those
prevailing at the time for comparable  transactions  with other persons and does
not  involve  more than the  normal  risk of  collectibility  or  present  other
unfavorable features.



                                      - 9 -

<PAGE>



     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, Somerville.  Payments under these leases totaled $192,550 in 2002. Under
new rules proposed by the U.S.  Securities and Exchange Commission and NASDAQ, a
majority of the Board (and all members of the Audit, Compensation and Nominating
Committees) would have to meet a new standard for  "independence." The Directors
who are partners in the  partnership  would not be  "independent"  under the new
standards,  if adopted.  The Directors who are partners in the  partnership  are
currently  exploring ways to divest themselves of their  partnership  interests,
including a possible sale of the premises to the Bank.

     The Bank leases its Warren Office from Claremont  Mountain Boulevard LLC of
which Director Donald Sciaretta is an owner. Payments under this lease beginning
in September 2002 totaled $31,000.

     The  Company  purchases  most  of its  insurance  from  Hughes-Plumer  and
Associates  Insurance,  Inc. of which Mr. Raymond L. Hughes,  II son of Director
Raymond L. Hughes, is  president.  Payments to this company  totaled  $77,000 in
2002.

             PROPOSAL TO AMEND THE 2000 INCENTIVE STOCK OPTION PLAN

     The proposed amendment is as follows. The first sentence of Section 4(a) of
the Plan is amended in its entity to read:  Subject to the provisions of Section
10 relating to adjustments  upon changes in stock, the number of shares of stock
that may be sold pursuant to Options is 358,043 of the  Company's  Common Stock,
of which as of the 2003 Annual  Meeting of  shareholders  266,042  shares of the
Company's Common Stock remain available for issuance pursuant to Options.

     The purpose of the 2000  Incentive  Stock Option Plan is to provide a means
by which selected  employees of the Company and its affiliates  (which  includes
Somerset Valley Bank and  subsidiaries)  may be given an opportunity to purchase
stock of the  Company.  The Company,  by means of the Plan,  seeks to retain the
services of persons who are now  employees of the Company or of its  affiliates,
to secure and retain the  service of new  employees  of the  Company  and of its
affiliates,  and to provide incentives for such persons to exert maximum efforts
for the success of the Company and its affiliates.

     The  following  is a summary of the  features of the 2000  Incentive  Stock
Option  Plan,  which is  qualified  in its  entirety  by  reference  to the 2000
Incentive  Stock Option Plan which is annexed  hereto as Exhibit A. As indicated
in the text of the 2000  Incentive  Stock Option Plan, any provision of the 2000
Stock Option Plan which is determined  to be  inconsistent  with the  applicable
laws and regulations will be deemed void.

Administration
     The  2000  Incentive  Stock  Option  Plan is  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,  to the extent required or desirable
under regulations of the United States Securities and Exchange Commission (SEC).
Disinterested persons are persons not eligible for awards under the Plan. Under

                                     - 10 -

<PAGE>



the  terms of the 2000  Incentive  Stock  Option  Plan,  the  Committee  has the
authority  to (i)  determine  the  employees  who  shall  receive  the  grant of
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 (but
not less than 100% of fair market value) 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 2000
Stock Option Plan if required by the Internal  Revenue Code of 1986,  as amended
or by Rule  16(b)-3 of the Exchange  Act (vii)  construe or  interpret  the 2000
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 and the  approval of the  proposed  amendment,  a total of 358,043
shares of the Company's  Common Stock shall be available for issuance  under the
2000 Stock Option Plan of which 266,042  remain  available as of the 2003 Annual
Meeting of  Shareholders.  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 options not  qualified  for incentive
stock option treatment.

Eligibility
     Options under the 2000  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 16 (b) and the related SEC roles. 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

                                     - 11 -

<PAGE>

value (as defined in the 2000 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.



Terms of Options
     The exercise price shall not be less than one hundred percent (100%) of the
fair market  value (as defined in the 2000  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 2000 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 or desirable  under SEC Rule 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 Rule 16b-3.

                                     - 12 -

<PAGE>



     The Company will obtain  shareholder  approval of any Plan amendment to the
extent  necessary or desirable to comply with Rule 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.



                                     - 13 -

<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 2000
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
2000 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 2000 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 2000 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) of the Exchange Act, the relevant
date in measuring the optionee's ordinary income and the Company's tax deduction
in  connection  with any such  disqualifying  disposition.  May be  affected  by
compliance with the requirements of Section 16 (b).

Shareholder Approval Required
     Approval of the  amendment to the 2000  Incentive  Stock Option Plan by the
shareholders  is required  in order for  incentive  stock  options to qualify as
"performance-based" compensation under Section 162(m) of the Code, for incentive
stock options to meet the  requirements of Section 422 of the Code.  Approval is
also a listing requirement of the NASDAQ National Market.

New Plan Benefits Table
     The  Company  has not  included  a  benefits  table  because  the number of
incentive stock options that will be awarded to employees in the future pursuant
to the 2000  Incentive  Stock Option Plan cannot be  determined at this time. In
addition,  because no incentive stock option will have an exercise price of less
than  the  fair  market  value of the  Common  Stock at the date of  shareholder
approval, these incentive stock options have no value at the present time.


                                     - 14 -

<PAGE>







<PAGE>



     The Board of Directors  believes that the  amendment to the 2000  Incentive
Stock  Option Plan is in the best  interests  of the  shareholders.  Among other
things,  the 2000  Incentive  Stock  Option  Plan  will  tend to  encourage  the
retention of equity  ownership in the Company by  employees,  which will tend to
align the interest of such employees with the interests of shareholders.

     THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS  VOTE FOR APPROVAL
OF THE AMENDMENT TO THE 2000 INCENTIVE STOCK OPTION PLAN.


            PROPOSAL TO APPROVE THE 2003 DIRECTORS STOCK OPTION PLAN

     The 2003  Directors  Stock Option Plan was adopted,  subject to shareholder
approval,  by the Board of  Directors on January 30,  2003.  The 2003  Directors
Stock Option Plan is intended to promote the Company's interests by establishing
a mechanism to reward  Directors based upon 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.

     The following is a summary of the proposed  features of the 2003  Directors
Stock Option  Plan,  which is qualified in its entirety by reference to the 2003
Directors  Stock Option Plan which is annexed  hereto as Exhibit B. As indicated
in the text of the 2003  Directors  Stock Option Plan, any provision of the 2003
Directors  Stock Option Plan which is  determined  to be  inconsistent  with the
applicable laws and regulations will be deemed void.

Administration
     The 2003  Directors  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.  No member of the
Committee may be an employee or officer of the Company or any  affiliate.  Under
the  terms of the 2000  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)  authorize  any  person to  execute  on behalf of the
Company  any  instrument  required  to  effectuate  the grant of an option,  (v)
construe or interpret the 2003 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.

Shares Reserved
     Subject  to  adjustments  for  certain  changes  in the number of shares of
Common Stock. A total of 122,934  shares of the Company's  Common Stock shall be
available for issuance under the 2003 Directors Stock Option Plan. Stock subject
to the Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.


                                     - 15 -

<PAGE>



Eligibility and Grant of Options
     Upon  approval of the 2003  Directors  Stock Option Plan each  non-employee
member of the  Company's  Board of  Directors  as of  December  31, 2003 will be
granted an option to purchase  7,500  shares of the Common  Stock at 100% of the
fair market value as of the date of shareholder  approval. As of March 12, 2003,
the fair market value of the Common Stock is $16.84 per share. A Director is not
eligible to  participate  if he or she is also a full time  officer or employee.
The only person who is both a Director and an Officer is Mr. Robert Corcoran.

Terms of Options
     The exercise price shall not be less than one hundred percent (100%) of the
fair market  value (as defined in the 2003  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.

     In the event that an optionee's continuous status as a Director (as defined
in the 2003  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 Director's 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 (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.

                                     - 16 -

<PAGE>




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.

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 2003
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
2003 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
2003  Directors  Stock  Option  Plan,  no  income  will  be  recognized  by such
participant at the time the grant is awarded.

     Generally,  on exercise of a nonqualified 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

                                     - 17 -

<PAGE>



shares  acquired upon exercise of a nonqualified  stock option  ordinarily  will
result  in 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 nonqualified stock option.

     Section 16(b) of the Exchange Act 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 2003  Directors  Stock  Option  Plan elect  otherwise,  the
relevant date for measuring the amount of ordinary  income to be recognized upon
the  exercise  of a  nonqualified  stock  option will  generally  be the date of
exercise.

     If a nonqualified 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.

Shareholder Approval
     While  shareholder  approval of the 2003 Directors  Stock Option Plan is no
longer  required  by Section  16(b) of Exchange  Act or by New Jersey law,  such
approval  is  required  by the  explicit  terms of the  Plan and by the  listing
requirements. Should shareholder approval not be obtained the Plan will not take
effect.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 2003 DIRECTORS
STOCK OPTION PLAN.

New Plan Benefit Table
     The Company has not included a benefits table because the options will have
exercise  prices  equal to the fair market  value of the Common  Stock as of the
date of shareholder approval, these options have no value at the present time.

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,  2003. 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  2002  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.

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.

                                     - 18 -

<PAGE>


Proposals by Security Holders
     Proposals  by  shareholders  intended  to be  presented  at the 2004 Annual
Meeting of Shareholders (which the Company currently intends to hold in April of
2004) must be received by the  Secretary of the Company by November 24, 2003 for
inclusion in its Proxy  Statement  and form of proxy  relating to that  meeting.
Nominations  for  Directors  to be elected  at the 2004  Annual  Meeting  may be
submitted to the Chairman of the Nominating Committee by November 1, 2003 at the
same mailing  address.  The name of the shareholder  making the nomination along
with a resume of the shareholder nominee should be included.  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.

                                     - 19 -

<PAGE>





                                                                       EXHIBIT A

                          SVB FINANCIAL SERVICES, INC.

                        2000 INCENTIVE STOCK OPTION PLAN

1.   PURPOSES.

     (a) Opportunity to Purchase Stock.  The purpose of the Plan is to provide a
means by which selected Employees of the Company and its Affiliates may be given
an opportunity to purchase  stock of the Company.  The Company,  by means of the
Plan,  seeks to retain the  services  of persons  who are now  Employees  of the
Company and its  Affiliates,  to secure and retain the services of new 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.

     (b) Incentive  Stock Options.  The Company  intends that the Options issued
under the Plan shall be Incentive Stock Options.

     (c) The 2000  Incentive  Stock Option Plan is an incentive  stock option
plan in addition to the Company's  existing 1997 Restated Incentive Stock Option
Plan.

2.   DEFINITIONS.

     (a) "Affiliate" means any parent  corporation or subsidiary  corporation of
the Company,  as those terms are defined in Sections 424(e) and (f) respectively
of the Code, whether such corporations are now or are hereafter existing.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Change of Control"  means the  occurrence,  at any time after December
31, 1996, of (i) a merger or  consolidation  of the Company with or into another
Person  or the  merger  of  another  Person  into the  Company  or the  transfer
ownership  of any voting  stock of the Company to any Person or "group" (as such
term is defined in Section 13 (d)(3) of the Securities and Exchange Act of 1934,
as amended (the  "Exchange  Act")),  of Persons as a consequence  of which those
Persons  who held the  voting  stock of the  Company  immediately  prior to such
merger,  consolidation  or transfer do not hold either  directly or indirectly a
majority of the voting stock of the Company (or, if  applicable,  the  surviving
company of such merger or consolidation)  after the consummation of such merger,
consolidation  or  transfer;  (ii) the sale of all or  substantially  all of the
assets of the  Company to any Person or  "group"  of Persons  (other  than to an
entity  which owns a  majority  or more of the Common  Stock of the  Company,  a
subsidiary  of the  Company,  or an  entity  whose  equity  interests  are owned
directly or  indirectly  by the Company or by an entity  which owns  directly or
indirectly a majority or more of the Common Stock of the Company);  or (iii) any
event or series of events  (which event or series of events must include a proxy
fight or proxy  solicitation  with  respect to the  election of directors of the
Company  made  in  opposition  to the  nominees  recommended  by the  Continuing
Directors)  during any  period of 12  consecutive  months all or any  portion of
which



                                       A1

<PAGE>



is after as a  result  of which a  majority  of the  Board of  Directors  of the
Company consists of individuals other than Continuing Directors.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee"  means  the Board of  Directors  of the  Company  unless a
separate  Committee has been  appointed by the Board in accordance  with Section
3(c) of the Plan.

     (f) "Common Stock" means the common stock of SVB Financial Services,  Inc.,
a New Jersey corporation.

     (g) "Company" means SVB Financial Services, Inc., a New Jersey corporation.

     (h) "Continuing  Directors of the Company" means with respect to any period
of 12  consecutive  months  (i) any  members  of the Board of  Directors  of the
Company  on the  first  day of such  period,  (ii) any  member  of the  Board of
Directors  of the  Company  elected  after the  first day of such  period at any
annual meeting of the  shareholders who were nominated by the Board of Directors
or a committee  thereof,  if a majority of the members of the Board of Directors
or such Committee were Continuing Directors at the time of such nomination,  and
(iii) any members of the Board of  Directors  of the Company  elected to succeed
Continuing  Directors  of the Board of Directors  or a committee  thereof,  if a
majority  of the  members  of the  Board of  Directors  or such  committee  were
Continuing Directors at the time of such election.

     (i) "Continuous Status as an Employee" means the employment or relationship
as an  employee  is not  interrupted  or  terminated  with  the  Company  or any
Affiliate.  Continuous Status as an Employee shall not be considered interrupted
in the case of:  (1) any sick  leave,  military  leave,  or any leave of absence
approved by the Committee; provided, however, that for purposes of the Incentive
Stock Options,  any such leave is for a period of not more than ninety (90) days
or  reemployment  upon the expiration of such leave is guaranteed by contract or
statute;  or (2)  transfers  between  locations  of the  Company or between  the
Company and its  Affiliates or between the Company or its  Affiliates on the one
hand and their successors, on the other hand.

     (j) "Director" means a member of the Board.

     (k) "Disability" means permanent and total disability as defined in Section
22 (e) (3) of the Code.

     (l)  "Non-Employee  Director"  means a Director who is  considered  to be a
"non-employee  director" in  accordance  with Section (b) (3) (i) of Rule 16b-3,
and  any  other  applicable  rules,   regulations  and  interpretations  of  the
Securities and Exchange Commission.

     (m) "Employee" means any person, including officers and Directors, employed
by the Company or any Affiliate.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

     (n)  "Exchange  Act" means the  Securities  and  Exchange  Act of 1934,  as
amended.



                                       A2

<PAGE>



     (o) "Fair Market Value" means,  as of the any date, the value of the Common
Stock determined as follows:

          (i)  If the Common Stock is listed on any  established  stock exchange
               or a national  market system,  including  without  limitation the
               National Market System of the National  Association of Securities
               Dealers,  Inc.  Automated  Quotation  (NASDAQ)  System,  the Fair
               Market  Value of a share of  Common  Stock  shall be the  Closing
               sales price for such stock on the date of  determination  (or, if
               no such price is reported on such date, such price as reported on
               the nearest  preceding  day) as quoted on such system or exchange
               (or exchange  with the  greatest  volume of trading in the Common
               Stock),  as  reported  in The Wall  Street  Journal or such other
               source as the Committee deems reliable;

          (ii) If the Common  Stock is quoted on the NASDAQ  System  (but not on
               the National Market System  thereof) or is regularly  quoted by a
               recognized securities dealer but selling prices are not reported,
               the Fair  Market  Value of a share of Common  Stock  shall be the
               mean of the closing bid and the asked prices for the Common Stock
               on the date of determination (or, if such prices are not reported
               for such date,  such prices as reported on the nearest  preceding
               date),  as  reported  in the Wall  Street  Journal  or such other
               source as the Committee deems reliable;

          (iii)If the Fair  Market  Value is not  determined  pursuant to (i) or
               (ii) above,  then the Fair Market  Value shall be  determined  in
               good faith by the Committee.

     (p)  "Incentive  Stock Option"  means an Option  qualifying as an incentive
stock option  within the meaning of Section 422 of the Code and the  regulations
promulgated thereunder.

     (q)  "Nonstatutory  Stock  Option"  means an Option  not  qualifying  as an
Incentive  Stock  Option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (r)  "Officer"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (s) "Option" means a stock option granted pursuant to the Plan.

     (t) "Option  Agreement" means a written  agreement  between the Company and
the Optionee evidencing the conditions of an individual Option grant. The Option
Agreement shall be subject to the terms and conditions of the Plan.

     (u)  "Optioned  Shares"  means with respect to any Option the Shares of the
Common Stock subject to the Option.

     (v) "Optionee" means an Employee or Consultant who holds an outstanding
option
     (w) "Person" means an individual or an entity.



                                       A3

<PAGE>



     (x) "Plan" means the SVB Financial  Services,  Inc. 2000  Incentive  Stock
Option Plan.

     (y) "Rule 16b-3"  means Rule 16b-3 of the Exchange Act or any  successor to
Rule 16-3.

     (z) "Shares"  mean a share of Common Stock,  as adjusted in accordance with
Section 10.



3.   ADMINISTRATION.

(a)  Committee. The Plan shall be administered by the Committee.

(b)  Powers.  The  Committee  shall have the power,  subject  to, and within the
     limitations of, the express provisions of the Plan to:

(i)  grant Options;

(ii) determine,  in accordance with Section 6 of the Plan, the Fair Market Value
     per Share of the Common Stock;

(iii)determine,  in accordance  with Section 6, the exercise  price per Share at
     which Options may be exercised;

(iv) determine  the Employees to whom,  and the time or times at which,  Options
     shall be granted,  the number of shares of Optioned  Stock  subject to each
     Option and the vesting schedule of such Options;

(v)  determine the terms and  provisions of each Option  granted (which need not
     be identical) and the forms of Option  Agreements  and, with the consent of
     the Optionee, and subject to Section 11, to modify or amend any outstanding
     Option;

(vi) accelerate  or defer  (with the  consent of the  Optionee)  the date of any
     outstanding Option;

(vii)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;

(viii) amend the Plan as provided in Section 11;

(ix) construe  and  interpret  the Plan and  Options  granted  under it,  and to
     establish, amend and revoke rules and regulations for the administration of
     the Plan, subject to Section 11; including correcting any defect,  omission
     or inconsistency in the Plan or in any Option Agreement,  in any manner and
     to the extent it shall deem  necessary  or expedient to make the Plan Fully
     effective;

(x)  authorize  the sale of shares of the  Company's  Common Stock in connection
     with the exercise of the Options;



                                       A4

<PAGE>



(xi) effect, at any time and from time to time, with the consent of the affected
     Optionee,  the cancellation of any or all outstanding  Options and grant in
     substitution  thereof new Options relating to the same or different numbers
     of Shares,  but having an exercise price per share  consistent with Section
     6(b) at the date of the new Option grant; and

(xii)make  all  other  determination  deemed  necessary  or  advisable  for  the
     administration of the Plan.

     (c) Committee. The Board may appoint a committee composed of not fewer than
two (2) members of the Board to serve in its place with respect to the Plan. All
of the members of such Committee  shall be  Disinterested  Persons,  if required
under Section 3 (d).  From time to time,  the Board may increase the size of the
Committee and appoint such additional  members,  remove members (with or without
cause) and  substitute new members of the committee,  fill  vacancies,  (however
caused) and remove members of the committee and thereafter  directly  administer
the Plan, all to the extent  permitted by the rules  governing plans intended to
qualify as a discretionary plan under Rule 16b-3.

     (d) Exchange Act Registration. Any requirement that an administrator of the
Plan be a  Disinterested  Person  shall  not  apply (i) prior to the date of the
first  registration of an equity security of the Company under Section 12 of the
Exchange Act or (ii) if the Board or the Committee  expressly declares that such
requirement  shall not apply.  Any  Disinterested  Person shall otherwise comply
with the requirements of Rule 16b-3.

4.   SHARES SUBJECT TO PLAN.

     (a) Number of Shares.  Subject to the  provisions of Section 10 relating to
adjustments  upon  changes  in stock,  the number of shares of stock that may be
sold pursuant to Options is 358,043 of the Company's  Common Stock,  of which as
of the 2003  Annual  Meeting of  shareholders  266,042  shares of the  Company's
Common Stock remain  available for issuance  pursuant to Options.  If any Option
shall for any reason expire or otherwise terminate without having been exercised
in full, the Optioned Shares not purchased under such Option shall revert to and
again become  available  for issuance  under the Plan unless the Plan shall have
terminated;  provided, however, that Shares that have actually been issued under
the Plan shall not be  returned to the Plan and shall not become  available  for
future issuance under the Plan.

     (b) Stock  Subject to Plan.  The stock  subject to the Plan may be unissued
shares or reacquired shares, bought on the market or otherwise.

5.   ELIGIBILITY.

     (a) Employees. Incentive Stock Options may be granted to Employees only.

     (b) 10% Holders.  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 Code) 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



                                       A5

<PAGE>



hundred ten percent (110%) of the Fair Market Value 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.

     (c)  Directors.  A Director shall only be eligible for the benefits of this
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 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.

     (d)  Other  Limits on  Incentive  Stock  Options.  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  exceeds  One Hundred  Thousand  ($100,000)  Dollars,  the Options or
portions  thereof that exceed such limit  (according  to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

6.   OPTION PROVISIONS.

     Each  Option  Agreement  shall be in such form and  contain  such terms and
conditions  as the  Committee  shall  deem  appropriate.  In the event  that any
provision of the Option  Agreement and the Plan conflict,  the provisions of the
Plan shall control.  The  provisions of separate  Options need not be identical,
but each Option  Agreement shall include  (through  incorporation  of provisions
hereof by reference in the Option  Agreement or otherwise) the substance of each
of the following provisions:

     (a) Term. No Option shall be  exercisable  after the expiration of five (5)
years from the date it was granted  and the term of each Option  shall be stated
in the Option Agreement.

     (b) Price.  Subject to Section 5, the exercise price shall be not less than
one hundred  percent (100%) of the Fair Market Value of the stock subject to the
Option on the date the  Option is  granted.  The  exercise  price of each  Stock
Option shall not be less than the par value of the  Optioned  Shares on the date
the Option was exercised.

     (c)  Consideration.  The purchase  price of stock  acquired  pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations at the time the Option is exercised, either in cash or check.

     (d)  Exercise.  Subject to 9(f), 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 for the Shares with  respect to which the Option is  exercised
has been  received by the Company by cash or check.  Each Optionee who exercises
an Option shall,  upon  notification  of the amount due (if any) and prior to or
concurrent with delivery of the certificate  representing the Shares, pay to the
Company by cash or check,



                                       A6

<PAGE>



amounts necessary to satisfy applicable federal,  state or local tax withholding
requirements.

     (e)   Non-Transferability.   An   Incentive   Stock  Option  shall  not  be
transferable  except by will or by laws of descent and distribution and shall be
exercisable during the lifetime of the Optionee only by such person.

     (f) Vesting.  The total number of shares of stock subject to an Option may,
but need not, be allocated in periodic installments (which may, but need not, be
equal).  The Option  Agreement may provide that from time to time during each of
the installment periods, the option may become exercisable ("Vest") with respect
to some of all of the Shares  allotted to that period and may be exercised  with
respect to some or all of the Shares  allotted to such  period  and/or any prior
period as to which the Option  became  vested but has not been fully  exercised.
During the remainder of the term of the Option,  (if its term extends beyond the
end of the  installment  period),  the Option may be exercised from time to time
with respect to any Shares then remaining subject to the Option.  The provisions
of the this subsection are subject to any Option  provisions  governing  minimum
number  of Shares as to which an Option  may be  exercised.  Options  may not be
exercised in fractional shares.

     (g)  Securities  Compliance.  The Company may require any Optionee,  or any
person to whom an Option is  transferred  under Section 6 (f), as a condition of
exercising  such Option,  (i) to give  written  assurances  satisfactory  to the
Company as to the Optionee's  knowledge and experience in financial and business
matters and/or to employ a purchaser  representative  reasonably satisfactory to
the Company who is  knowledgeable  and  experienced  in  financial  and business
matters,  and that he or she is capable of evaluating,  alone,  or together with
the purchaser  representative,  the merits and risks of  exercising  the Option;
(ii) to give written  assurances  satisfactory  to the Company stating that such
person is  acquiring  the stock  subject  to the Option  for such  person's  own
account and not with the present intention of selling or otherwise  distributing
the stock; and (iii) to deliver such other  documentation as may be necessary to
comply with  federal  and state  securities  laws.  These  requirements  and any
assurances given pursuant to such requirements,  shall be inoperative if (i) the
issuance of the Shares upon the exercise of the Option has been registered under
a then  effective  registration  statement  under the Securities Act of 1933, as
amended (the  "Securities  Act"),  and all applicable  state securities laws, or
(ii) as to any such  requirement,  a  determination  is made by counsel  for the
Company that such  requirement  need not be met in the  circumstances  under the
applicable  securities  laws.  The  Company  may,  upon advice of Counsel to the
Company,  place  legends  on stock  certificates  issued  under the Plan as such
counsel  deems  necessary  and  appropriate  in order to comply with  applicable
securities laws,  including but not limited to, legends restricting the transfer
of the stock,  and may enter  stop-transfer  orders  against the transfer of the
Shares of Common Stock issued upon the exercise of an Option. The Company has no
obligation  to undertake  registration  of Options or the Shares of Common Stock
issued upon the exercise of an Option.

     (h) Termination of Employment. In the event an Optionee's Continuous Status
an Employee  terminates (other than by the Optionee's death or disability),  the
Optionee may exercise his or her Option but only prior to the (i)  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 at the date of such  termination.
If, at the date of such  termination,  the  Optionee is not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable portion of the
Option shall revert to and again become available



                                       A7

<PAGE>



for issuance under the Plan. If after  termination,  the Optionee does not fully
exercise his or her Option  within the time  specified in the Option  Agreement,
the Option shall terminate and the Shares covered by the unexercised  portion of
the such Plan shall revert to and again become available under the Plan.

     (i)  Disability  of Optionee.  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 the  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). If, at the date of such termination,  the
Optionee  is not  entitled  to  exercise  his or her entire  Option,  the Shares
covered by the unexercisable  portion of the Option shall revert to and again be
available  under the Plan.  If, after such  termination,  the Optionee  does not
fully exercise his or her Option within the time period  specified  herein,  the
Option shall terminate and the Shares covered by the unexercised  portion of the
Option shall revert to and again become available under the Plan.

     (j) Death of Optionee. In the event of the death of an Optionee, the Option
may be exercised,  at any time within  twelve (12) months  following the date of
death  (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,  by the  Optionee's  estate or by a person  who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the  Optionee was entitled to exercise the Option as of the date
of his or her death.  If at the time of death,  the Optionee was not entitled to
exercise his or her entire Option,  then the Shares covered by the unexercisable
portion of the Option shall revert to and again become available under the Plan.
If, after  death,  the  Optionee's  estate or a person who acquired the right to
exercise the Option,  does not fully  exercise the Option within the time period
specified  herein,  then the Shares  covered by the  unexercised  portion of the
Option shall revert to and again become available under the Plan.

7.   COVENANTS OF THE COMPANY.

     (a)  Reserves.  During  the term of the  Options,  the  Company  shall keep
available  at all times and  shall  reserve  the  number of shares  required  to
satisfy such Options upon exercise.

     (b)  Regulatory  Approvals.  The  Company  shall seek and obtain  from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be  required  to issue and sell  Shares  upon  exercise  of the  Options;
provided,  however,  that this  undertaking  shall not  require  the  Company to
register  under the  Securities  Act either the Plan or any Option or any Shares
issued or issuable pursuant to such Options.  If, after reasonable efforts,  the
Company  is unable  to obtain  from such  regulatory  commission  or agency  the
authority that counsel for the Company deems  necessary for the lawful  issuance
and sale of the Shares under the Plan,  the Company  shall be relieved  from any
liability  for  failure to issue or sell Shares  upon  exercise of such  Options
unless and until authority is obtained.

8.   USE OF PROCEEDS FROM STOCK.



                                       A8

<PAGE>



     Proceeds from the sale of the stock  pursuant to Options  shall  constitute
general funds of the Company.

9.   MISCELLANEOUS.

     (a)  Acceleration  of  Vesting.  The  committee  shall  have  the  power to
accelerate the time at which an Option may first be exercised or the time during
which an  Option  or any part  thereof  will  Vest  pursuant  to  Section 6 (g),
notwithstanding the provisions in the Option Agreement stating the time at which
it may first be exercised or the time during which it will Vest.

     (b) No Rights as Shareholder. Neither an Optionee nor any person to whom an
Option is transferred  under Section 6(f) shall be deemed to be the holder of or
to have any of the rights of a holder  with  respect  to, any Shares  subject to
such  Option  including,  but not  limited  to,  rights  to  vote or to  receive
dividends  unless and until such person has satisfied all  requirements  for the
exercise of the Option according to its terms, the certificates  evidencing such
Shares  have been  issued and such  person  has become the record  owner of such
Shares.

     (c) No Right To Continue as Employee. Nothing in the Plan or any instrument
executed or Option granted pursuant  thereto shall confer upon any Employee,  or
Optionee any right to continue in the employ of the Company, or any Affiliate or
shall  affect  the  right of the  Company  or any  Affiliate  to  terminate  the
employment  or the  relationship  of any  Employee or  Optionee  with or without
cause.

     (d) Date of Grant. Once shareholder approval of the Plan has been obtained,
the date of grant of an Option shall, for all purposes, be the date on which the
Committee  makes  the  determination   granting  such  Option.   Notice  of  the
determination shall be given to each Optionee within a reasonable time after the
date of such grant.  The Code may cause the grant date to be  recognized  as the
date of the grant even though shareholder approval has not been obtained.

     (e) Rule  16b-3.  With  respect  to  persons  subject  to Section 16 of the
Exchange  Act,  transactions  under the Plan are  intended  to  comply  with all
applicable  conditions  of Rule  16b-3  and with  respect  to such  persons  all
transactions shall be subject to such conditions  regardless of whether they are
expressly  set forth in the Plan or the  Option  Agreement.  To the  extent  any
provision of the Plan or action by the Committee  fails to comply,  it shall not
apply to such persons or their  transactions  and shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

     (f)  Conditions  Upon  Exercise  of  Options.   Notwithstanding  any  other
provisions, Shares shall not be issued and Options shall not be exercised unless
he exercise of such Option and the Issuance and delivery of such Shares pursuant
thereto  shall comply with all relevant  provisions  of law,  including  without
limitation, the Securities Act of 1933, as amended,  applicable state securities
laws, the Exchange Act, the rules and regulations  promulgated  thereunder,  and
the requirements of any stock exchange  (including NASDAQ) upon which the Shares
may then be listed,  and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

     (g) Grants Exceeding  Allotted Shares. If the Optioned Shares exceed, as of
the date of



                                       A9

<PAGE>



the  grant,  the  number of shares  that may be  issued  under the Plan  without
additional shareholder approval,  such Option shall be void with respect to such
excess  Shares,  unless  shareholder  approval  of  an  amendment  to  the  Plan
sufficiently  increasing  the  number  of Shares  subject  to the Plan is timely
obtained in accordance with Section 11 of the Plan.

     (h)  Notice.  Any  written  notice to the  Company  required  by any of the
provisions  of the Plan shall be addressed  to the  Secretary of the Company and
shall be effective when it is received.  Any written notice to Optionee required
by the Plan shall be  addressed  to the  Optionee at the address on file for the
Optionee  with the Company and shall become  effective 3 days after it is mailed
by certified mail, postage prepaid to such address or at the time of delivery if
delivered sooner by messenger or overnight delivery service.

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
shareholders  of the  Company,  the  maximum  number of  Shares of Common  Stock
subject  to the Plan,  the  number of shares  of Common  Stock  covered  by each
outstanding  Option  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 of an
option,  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;  provided, however that the conversion of any convertible securities of
the  Company  shall  not be deemed to have been  "effected  without  receipt  of
consideration."   Such  adjustment  shall  be  made  by  the  Committee,   whose
determination in that respect shall be final, binding and conclusive.  Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or exercise price of Optioned Shares.

     (b) Dissolution or Liquidation. In the event of the proposed 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 the exercise of its sole discretion in such
instances,  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 Shares as to which the Option
would not otherwise be exercisable.

     (c) Merger or Asset  Sale.  Subject  to  Section 10 (b),  in the event of a
proposed sale of all or 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.  If the
Committee makes an



                                       A10

<PAGE>



Option fully exercisable in lieu of assumption or substitution in the event of a
merger,  restructure,  reorganization,  consolidation  or  sale of  assets,  the
Committee  shall notify the Optionee that the Option shall be fully  exercisable
for a period of thirty (30) days from the notice,  and the Option will terminate
upon the expiration of such period. For the purposes of this Section, the Option
shall  be  considered  to be  assumed  if  following  the  merger,  restructure,
reorganization, consolidation or sale of assets, the Option confers the right to
purchase, for each Optioned Share immediately prior to the merger,  restructure,
reorganization,  consolidation or sale of assets, the consideration  (whether in
stock,  cash, or other securities or property) received in the merger or sale of
asset by  holders  of Common  Stock for each  share of Common  Stock held on the
effective  date of the  consummation  of the  transaction  (and if holders  were
offered a choice of consideration, the type of consideration, the type of Common
Stock);  provided,  however,  that if such consideration  received in the solely
common equity of the successor entity or its Affiliates, the Committee may, with
the consent of the successor entity the Optionee,  provide for the consideration
to be received upon the exercise of the Option,  for each Optioned  Share, to be
solely Common Stock of the successor entity or its Affiliates equal Common Stock
in the merger, restructure, reorganization, consolidation or sale of assets.

     (d)  Change of  Control.  Notwithstanding  anything  to the  contrary,  the
Committee may grant options which provide for the acceleration of the vesting of
shares subject to an Option upon a Change of Control.  Such provisions  shall be
set forth in the Option Agreement.

11.  AMENDMENT OF THE PLAN.

     (a)  Amendments by the Committee.  The Committee at any time,  from time to
time, may amend the Plan, provided,  however, that if required by Rule 16b-3, no
amendment  shall be made more than once every six months,  other than to comport
with the  changes in the Code,  ERISA or the rules and  regulations  promulgated
thereunder.

     (b) Compliance with the Code and Rule 16b-3.  It is expressly  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  hereunder into
compliance with the Code and Rule 16b-3.

     (c) Shareholder  Approval.  Notwithstanding  anything to the contrary,  the
Company shall obtain  shareholder  approval of any Plan  amendment to the extent
necessary  or  desirable  to  comply  with  Rule  16b-3 or with the Code (or any
successor rule or statute or other applicable law, rule or regulation, including
the  requirements or any exchange or quotation  system on which the Common Stock
is listed or quoted).  Such shareholder  approval, if required shall be obtained
in such manner and to such degree as is required by the applicable  law, rule or
regulation.

     (d)  Rights  and  Obligations  Granted  Prior  to  Amendments.  Rights  and
obligations  under any Option granted before  amendment of the Plan shall not be
altered or impaired by any amendment of the Plan unless (i) the Company requests
the  consent  of the  Optionee  or his or her  successor  and (ii)  such  person
consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.



                                       A11

<PAGE>



     (a)  Termination  Date.  The Committee may suspend or terminate the Plan at
any time.  Unless sooner  terminated,  the Plan shall terminate  within ten (10)
years of the date the Plan is adopted by, the Board of  Directors or approved by
shareholders  of the  Company  which ever date is  earlier.  No  Options  may be
granted under the Plan while it is suspended or after it is terminated.

     (b) Alteration of Existing Rights.  Rights and obligations under any Option
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 or
his or her successor.

13.  EFFECTIVE DATE OF PLAN.

     The Plan shall become  effective as determined by the Board, but no Options
granted  under the Plan  shall be  exercised  unless and until the Plan has been
approved by the  shareholders  of the Company.  Continuance of the Plan shall be
subject to the  approval of the  shareholders  within 12 months from the date of
the Plan or the Board.



                                       A12

<PAGE>



                                                                       EXHIBIT B



                          SVB FINANCIAL SERVICES, INC.

                        2003 DIRECTORS STOCK OPTION PLAN

1.   PURPOSES.

     (a) Opportunity to Purchase Stock.  The purpose of the Plan is to provide a
means by which  Directors  of the  Company  and its  Affiliates  may be given an
opportunity to purchase stock of the Company. The Company, by means of the Plan,
seeks to retain the  services of persons who are now  Non-Employee  Directors 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.

     (b) Nonstatutory Stock Options. The Company intends that the Options issued
under the Plan shall be Nonstatutory Stock Options.

2.   DEFINITIONS.

     (a) "Affiliate" means any parent  corporation or subsidiary  corporation of
the Company,  as those terms are defined in Sections 424(e) and (f) respectively
of the Code, whether such corporations are now or are hereafter existing.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee"  means  the Board of  Directors  of the  Company  unless a
separate  Committee has been  appointed by the Board in accordance  with Section
3(c) of the Plan.

     (e) "Common Stock" means the common stock of SVB Financial Services,  Inc.,
a New Jersey corporation.

     (f) "Company"  means SVB  Financial  Services,  Inc., a corporation  of the
State of New Jersey.

     (g) "Continuous Status as a Director" means the relationship as a member of
the Board of Directors is not  interrupted or terminated with the Company or any
Affiliate.  Continuous Status as a Director shall not be considered  interrupted
in the case of:  (1) any sick  leave,  military  leave,  or any leave of absence
approved by the Committee.

     (h) "Director"  means a member of the Board and includes  Directors who are
officers and Employees of the Company or its  Affiliates  and Directors that are
neither Employees or Officers of the Company or any of its Affiliates.

     (i) "Disability" means permanent and total disability as defined in Section
22 (e) (3) of the Code.

                                       B1

<PAGE>


     (j)  "Non-Employee  Director"  means a Director who is  considered  to be a
"non-employee  director" in  accordance  with Section (b) (3) (i) of Rule 16b-3,
and  any  other  applicable  rules,   regulations  and  interpretations  of  the
Securities and Exchange Commission.

     (k) "Employee" means any person, including officers and Directors, employed
by the Company or any Affiliate.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

     (l)  "Exchange  Act" means the  Securities  and  Exchange  Act of 1934,  as
amended.

     (m) "Fair Market Value" means,  as of the any date, the value of the Common
Stock determined as follows:

          (i)  If the Common Stock is listed on any  established  stock exchange
               or a national  market system,  including  without  limitation the
               National Market System of the National  Association of Securities
               Dealers,  Inc.  Automated  Quotation  (NASDAQ)  System,  the Fair
               Market  Value of a Share of  Common  Stock  shall be the  Closing
               sales price for such stock on the date of  determination  (or, if
               no such price is reported on such date, such price as reported on
               the nearest  preceding  day) as quoted on such system or exchange
               (or exchange  with the  greatest  volume of trading in the Common
               Stock),  as  reported  in The Wall  Street  Journal or such other
               source as the Committee deems reliable;

          (ii) If the Common  Stock is quoted on the NASDAQ  System  (but not on
               the National Market System  thereof) or is regularly  quoted by a
               recognized securities dealer but selling prices are not reported,
               the Fair  Market  Value of a Share of Common  Stock  shall be the
               mean of the closing bid and the asked prices for the Common Stock
               on the date of determination (or, if such prices are not reported
               for such date,  such prices as reported on the nearest  preceding
               date),  as  reported  in the Wall  Street  Journal  or such other
               source as the Committee deems reliable;

          (iii)If the Fair  Market  Value is not  determined  pursuant to (i) or
               (ii) above,  then the Fair Market  Value shall be  determined  in
               good faith by the Committee.

     (n)  "Non-Statutory  Stock  Option"  means an Option not  qualifying  as an
Incentive  Stock  Option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (o)  "Officer"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (p) "Option" means a stock option granted pursuant to the Plan.

     (q) "Option  Agreement" means a written  agreement  between the Company and
the Optionee evidencing the conditions of an individual Option grant. The Option
Agreement shall be subject to the terms and conditions of the Plan.

                                       B2

<PAGE>

     (r)  "Optioned  Shares"  means with respect to any Option the Shares of the
Common Stock subject to the Option.

     (s) "Optionee" means a Director who holds an outstanding Option.

     (t) "Person" means an individual or an entity.

     (u) "Plan" means the SVB Financial  Services,  Inc. 2003  Directors  Stock
Option Plan.

     (v) "Rule 16b-3"  means Rule 16b-3 of the Exchange Act or any  successor to
Rule 16b-3.

     (w) "Shares" shall mean a Share of Common Stock,  as adjusted in accordance
with Section 10.

3.   ADMINISTRATION.

     (a) Committee. The Plan shall be administered by the Committee.

     (b) Powers. The Committee shall have the power,  subject to, and within the
limitations of, the express provisions of the Plan to:

          (i)  determine,  in  accordance  with Section 6 of the Plan,  the Fair
               Market Value per Share of the Common Stock;

          (ii) determine  the  terms,  provisions,   and  the  forms  of  Option
               Agreements and, with the consent of the Optionee,  and subject to
               Section 11, to modify or amend any outstanding Option;

          (iii)accelerate  or defer (with the consent of the  Optionee) the date
               of any outstanding Option;

          (iv) authorize  any  person to execute  on behalf of the  Company  any
               instrument required to effectuate the grant of an Option;

          (v)  construe and interpret the Plan and Options granted under it, and
               to  establish,  amend and revoke  rules and  regulations  for the
               administration  of the Plan,  subject  to Section  11;  including
               correcting any defect,  omission or  inconsistency in the Plan or
               in any Option Agreement, in any manner and to the extent it shall
               deem necessary or expedient to make the Plan Fully effective;

          (vi) effect,  at any time and from time to time,  with the  consent of
               the affected Optionee, the cancellation of any or all outstanding
               Options and grant in substitution thereof new Options relating to
               the same  numbers of Shares,  but  having an  exercise  price per
               Share  consistent with Section 6(b) at the date of the new Option
               grant; and

                                       B3

<PAGE>


          (vii)make all other  determination  deemed  necessary or advisable for
               the administration of the Plan.

     (c) Committee. The Board may appoint a committee composed of not fewer than
two (2) members of the Board to serve in its place with respect to the Plan. All
of the members of such Committee  shall be Non-Employee  Directors,  if required
under  Section 3(d).  From time to time,  the Board may increase the size of the
Committee and appoint such additional  members,  remove members (with or without
cause) and  substitute new members of the committee,  fill  vacancies,  (however
caused) and remove members of the committee and thereafter  directly  administer
the Plan, all to the extent  permitted by the rules  governing plans intended to
qualify as a discretionary plan under Rule 16b-3.

     (d) Exchange Act Registration. Any requirement that an administrator of the
Plan be a  Non-Employee  Director  shall not apply if the Board or the Committee
expressly  declares  that such  requirement  shall not apply.  Any  Non-Employee
Director shall otherwise comply with the requirements of Rule 16b-3.

4.   GRANT OF OPTIONS AND SHARES SUBJECT TO PLAN.

     (a) Upon the Effective  Date of the Plan as set forth in Section 13 hereof,
each Non- Employee  Director as of December 31, 2003 shall be granted an Option
to  purchase  7,500  Shares of the  Common  Stock at Fair  Market  Value on said
Effective Date.

     (b) Number of Shares.  Subject to the  provisions of Section 10 relating to
adjustments  upon  changes  in stock,  the stock  that may be sold  pursuant  to
Options is 122,934 Shares of the Company's Common Stock. If any Option shall for
any reason expire or otherwise  terminate without having been exercised in full,
the Optioned Shares not purchased  under such Option shall not become  available
for future issuance under the Plan.

     (c) Stock  Subject to Plan.  The stock  subject to the Plan may be unissued
shares or reacquired shares, bought on the market or otherwise.

5.   ELIGIBILITY.

     (a) Directors Eligible. Nonstatutory Stock Options shall be granted to each
of the Non- Employee  Directors upon the Effective Date of the Plan as set forth
in Section 13 hereof immediately following adoption of the Plan by the Board and
approval thereof by the stockholders as provided in Section 13 hereafter.

     (b)  Directors.  A Director  shall be eligible for the benefits of the Plan
only if he/she is a Non-Employee Director.

6.   OPTION PROVISIONS.

     Each  Option  Agreement  shall be in such form and  contain  such terms and
conditions  as the  Committee  shall  deem  appropriate.  In the event  that any

                                       B4

<PAGE>

provision of the Option  Agreement and the Plan conflict,  the provisions of the
Plan shall control.  The  provisions of separate  Options need not be identical,
but each Option  Agreement shall include  (through  incorporation  of provisions
hereof by reference in the Option  Agreement or otherwise) the substance of each
of the following provisions:

     (a) Term. No Option shall be  exercisable  after the expiration of five (5)
years from the date it was granted  and the term of each Option  shall be stated
in the Option Agreement.

     (b) Price.  The exercise  price shall be not less than one hundred  percent
(100%) of the Fair Market  Value of the stock  subject to the Option on the date
the Option is granted. The exercise price of each Stock Option shall not be less
than the par value of the Optioned Shares on the date the Option was exercised.

     (c)  Consideration.  The purchase  price of stock  acquired  pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations at the time the Option is exercised, either in cash or check.

     (d)  Exercise.  Subject to 9(f), 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 for the Shares with  respect to which the Option is  exercised
has been  received by the Company by cash or check.  Each Optionee who exercises
an Option shall,  upon  notification  of the amount due (if any) and prior to or
concurrent with delivery of the certificate  representing the Shares, pay to the
Company by cash or check, amounts necessary to satisfy applicable federal, state
or local tax withholding requirements.

     (e) Non-Transferability. A Directors Stock Option shall not be transferable
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 (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.

     (f)  Securities  Compliance.  The Company may require any Optionee,  or any
person to whom an Option is  transferred  under Section 6 (f), as a condition of
exercising  such Option,  (i) to give  written  assurances  satisfactory  to the
Company as to the Optionee's  knowledge and experience in financial and business
matters and/or to employ a purchaser  representative  reasonably satisfactory to
the Company who is  knowledgeable  and  experienced  in  financial  and business
matters,  and that he or she is capable of evaluating,  alone,  or together with
the purchaser  representative,  the merits and risks of  exercising  the Option;
(ii) to give written  assurances  satisfactory  to the Company stating that such
person is  acquiring  the stock  subject  to the Option  for such  person's  own
account and not with the present intention of selling or otherwise  distributing
the stock; and (iii) to deliver such other  documentation as may be necessary to
comply with  federal  and state  securities  laws.  These  requirements  and any
assurances given pursuant to such requirements,  shall be inoperative if (i) the
issuance of the Shares upon the exercise of the Option has been registered under
a then effective



                                       B5

<PAGE>



registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and all applicable state securities laws, or (ii) as to any
such  requirement,  a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the applicable securities
laws.  The Company may, upon advice of Counsel to the Company,  place legends on
stock  certificates  issued under the Plan as such counsel  deems  necessary and
appropriate in order to comply with applicable  securities  laws,  including but
not limited to,  legends  restricting  the transfer of the stock,  and may enter
stop-transfer  orders  against the transfer of the Shares of Common Stock issued
upon the  exercise  of an Option.  The Company has no  obligation  to  undertake
registration  of Options or the Shares of Common  Stock issued upon the exercise
of an Option.

     (g) Termination of Service. In the event an Optionee's  Continuous Status a
Director  terminates  (other than by the Optionee's  death or  disability),  the
Optionee may exercise his or her Option but only prior to the (i)  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 at the date of such  termination.
If after  termination,  the Optionee  does not fully  exercise his or her Option
within the time specified in the Option Agreement, the Option shall terminate.

     (h)  Disability  of Optionee.  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 the  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). If, after such termination,  the Optionee
does not fully  exercise  his or her  Option  within the time  period  specified
herein, then the Option shall terminate.

     (i) Death of Optionee. In the event of the death of an Optionee, the Option
may be exercised,  at any time within  twelve (12) months  following the date of
death  (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,  by the  Optionee's  estate or by a person  who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the  Optionee was entitled to exercise the Option as of the date
of his or her death.  If, after  death,  the  Optionee's  estate or a person who
acquired  the right to exercise the Option,  does not fully  exercise the Option
within the time period specified herein, then the Option shall terminate.

7.   COVENANTS OF THE COMPANY.

     (a)  Reserves.  During  the term of the  Options,  the  Company  shall keep
available  at all times and  shall  reserve  the  number of Shares  required  to
satisfy such Options upon exercise.

     (b)  Regulatory  Approvals.  The  Company  shall seek and obtain  from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be  required  to issue and sell  Shares  upon  exercise  of the  Options;
provided,  however,  that this  undertaking  shall not  require  the  Company to
register  under the  Securities  Act either the Plan or any Option or any Shares
issued or issuable pursuant to such Options.  If, after reasonable efforts,  the
Company  is unable  to obtain  from such  regulatory  commission  or agency  the
authority that counsel for the Company deems  necessary for the lawful  issuance

                                       B6

<PAGE>

and sale of the Shares under the Plan,  the Company  shall be relieved  from any
liability  for  failure to issue or sell Shares  upon  exercise of such  Options
unless and until authority is obtained.

8.   USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of the stock  pursuant to Options  shall  constitute
general funds of the Company.

9.   MISCELLANEOUS.

     (a) No Rights as Shareholder. Neither an Optionee nor any person to whom an
Option is transferred  under Section 6(f) shall be deemed to be the holder of or
to have any of the rights of a holder  with  respect  to, any Shares  subject to
such  Option  including,  but not  limited  to,  rights  to  vote or to  receive
dividends  unless and until such person has satisfied all  requirements  for the
exercise of the Option according to its terms, the certificates  evidencing such
Shares  have been  issued and such  person  has become the record  owner of such
Shares.

     (b) No Right To Continue as Director. Nothing in the Plan or any instrument
executed or Option  granted  pursuant  thereto shall confer upon any Director or
Optionee any right to continue in the employ of the Company,  or any  Affiliate,
or to continue to serve as a member of the Board of  Directors of the Company or
any  Affiliate  or shall  affect the right of the  Company or any  Affiliate  to
terminate the employment or the relationship of any Director,  Employee, Officer
or Optionee with or without cause.

     (c) Date of Grant. Once Shareholder approval of the Plan has been obtained,
the date of grant of an Option shall, for all purposes, be the date on which the
Shareholder  approval of the Plan was  obtained.  Notice  shall be given to each
Optionee within a reasonable time after the date of such grant.

     (d) Rule  16b-3.  With  respect  to  persons  subject  to Section 16 of the
Exchange  Act,  transactions  under the Plan are  intended  to  comply  with all
applicable  conditions  of Rule  16b-3  and with  respect  to such  persons  all
transactions shall be subject to such conditions  regardless of whether they are
expressly  set forth in the Plan or the  Option  Agreement.  To the  extent  any
provision of the Plan or action by the Committee  fails to comply,  it shall not
apply to such persons or their  transactions  and shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

     (e)  Conditions  Upon  Exercise  of  Options.   Notwithstanding  any  other
provisions, Shares shall not be issued and Options shall not be exercised unless
the  exercise  of such  Option and the  Issuance  and  delivery  of such  Shares
pursuant  thereto shall comply with all relevant  provisions  of law,  including
without  limitation,  the Securities Act of 1933, as amended,  applicable  state
securities  laws,  the  Exchange  Act,  the  rules and  regulations  promulgated
thereunder,  and the requirements of any stock exchange  (including NASDAQ) upon
which the  Shares  may then be  listed,  and  shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

     (f)  Notice.  Any  written  notice to the  Company  required  by any of the
provisions of the



                                       B7

<PAGE>



Plan shall be addressed  to the  Secretary of the Company and shall be effective
when it is received.  Any written notice to Optionee  required by the Plan shall
be addressed  to the  Optionee at the address on file for the Optionee  with the
Company and shall become  effective 3 days after it is mailed by certified mail,
postage  prepaid to such address or at the time of delivery if delivered  sooner
by messenger or overnight delivery service.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
Shareholders  of the  Company,  the  maximum  number of  Shares of Common  Stock
subject  to the Plan,  the  number of Shares  of Common  Stock  covered  by each
outstanding  Option  and the  number of Shares  of Common  Stock  that have been
authorized  for issuance  under the Plan but have been returned to the plan upon
cancellation  or  expiration  of an  option,  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;  provided,  however  that the
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the  Committee,  whose  determination  in that  respect  shall be final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of Shares of stock of any class, or securities  convertible  into Shares
of stock of any class,  shall affect,  and no adjustment by reason thereof shall
be made with respect to, the number or exercise price of Optioned Shares.

     (b) Dissolution or Liquidation.  In the event of the proposed 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 the  exercise of its sole
discretion in such  instances,  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 Shares as to
which the Option would not otherwise be exercisable.

     (c) Merger or Asset  Sale.  Subject  to  Section 10 (b),  in the event of a
proposed sale of all or 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.  If the
Committee   makes  an  Option  fully   exercisable  in  lieu  of  assumption  or
substitution   in  the   event  of  a   merger,   restructure,   reorganization,
consolidation  or sale of assets,  the Committee  shall notify the Optionee that
the Option shall be fully  exercisable for a period of thirty (30) days from the
notice,  and the Option will terminate  upon the expiration of such period.  For
the purposes of this  Section,  the Option shall be  considered to be assumed if
following  the merger,  restructure,  reorganization,  consolidation  or sale of
assets,  the Option  confers  the right to  purchase,  for each  Optioned  Share
immediately prior to the merger, restructure,  reorganization,  consolidation or
sale of assets,  the consideration  (whether in stock, cash, or other securities
or property)  received in the merger or sale of asset by holders of Common Stock
for each Share of Common Stock held on the effective date of the consummation of

                                       B8

<PAGE>

the transaction (and if holders were offered a choice of consideration, the type
of consideration,  the type of Common Stock);  provided,  however,  that if such
consideration  received in the solely common  equity of the successor  entity or
its Affiliates,  the Committee may, with the consent of the successor entity the
Optionee,  provide for the consideration to be received upon the exercise of the
Option,  for each  Optioned  Share,  to be solely  Common Stock of the successor
entity  or  its  Affiliates  equal  Common  Stock  in the  merger,  restructure,
reorganization, consolidation or sale of assets.

11.  AMENDMENT OF THE PLAN.

     (a)  Amendments by the Committee.  The Committee at any time,  from time to
time, may amend the Plan, provided,  however, that if required by Rule 16b-3, no
amendment  shall be made more than once every six months,  other than to comport
with the  changes in the Code,  ERISA or the rules and  regulations  promulgated
thereunder.

     (b) Compliance with the Code and Rule 16b-3.  It is expressly  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  hereunder into
compliance with the Code and Rule 16b-3.

     (c) Shareholder  Approval.  Notwithstanding  anything to the contrary,  the
Company shall obtain  Shareholder  approval of any Plan  amendment to the extent
necessary  or  desirable  to  comply  with  Rule  16b-3 or with the Code (or any
successor rule or statute or other applicable law, rule or regulation, including
the  requirements of any exchange or quotation  system on which the Common Stock
may be listed or quoted).  Such  Shareholder  approval,  if  required,  shall be
obtained in such manner and to such degree as is required by the applicable law,
rule or regulation.

     (d)  Rights  and  Obligations  Granted  Prior  to  Amendments.  Rights  and
obligations  under any Option granted before  amendment of the Plan shall not be
altered or impaired by any amendment of the Plan unless (i) the Company requests
the  consent  of the  Optionee  or his or her  successor  and (ii)  such  person
consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a)  Termination  Date.  The Committee may suspend or terminate the Plan at
any time.  Unless sooner  terminated,  the Plan shall terminate  within ten (10)
years of the date the Plan is adopted by, the Board of  Directors or approved by
Shareholders  of the  Company  which ever date is  earlier.  No  Options  may be
granted under the Plan while it is suspended or after it is terminated.

     (b) Alteration of Existing Rights.  Rights and obligations under any Option
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 or
his or her successor.



                                       B9

<PAGE>


13.  EFFECTIVE DATE OF PLAN AND GRANT OF OPTIONS.

     The Plan and the Options granted hereunder shall become effective as of the
date of  approval  of the  Plan by the  affirmative  votes of the  holders  of a
majority of the Common Stock present,  or  represented,  and entitled to vote at
the 2003 Annual  Meeting of the  Shareholders  duly held in accordance  with the
applicable laws of the State of New Jersey.



                                       B10

<PAGE>

                                 REVOCABLE PROXY
                          SVB FINANCIAL SERVICES, INC.



     PLEASE MARK VOTES
|X|  AS IN THIS EXAMPLE

SOLICITED  ON  BEHALF  OF THE  BOARD OF  DIRECTORS  FOR THE  ANNUAL  MEETING  OF
SHAREHOLDERS

                                 APRIL 24, 2003

     The undersigned  shareholder hereby constitutes and appoints each of ARTHUR
E.  BRATTLOF and MICHAEL A. NOVAK,  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 24,
2003 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.

<TABLE>
<CAPTION>

     The undersigned instructs said proxies to vote:


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



--------------------------------------------------------------------------------------------------------------------------
Shareholder sign above                                                                Co-holder (if any) sign above

<S>                                                                             <C>              <C>             <C>
                                                                                                 With-           For All
                                                                                For              Hold             Except

 I.      Election of Directors:                                                 |_|              |_|               |_|

         For a term to continue to the 2006 Annual Meeting:
         John K. Kitchen, Anthony J. Santye, Jr.,
         Herman C. Simonse, Donald R. Tourville

II.      Approval of the amendment to the 2000 Incentive                        |_|              |_|               |_|
         Stock Option Plan

III.     Approval of the 2003 Directors Stock Option Plan                       |_|              |_|               |_|

</TABLE>


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 AND THE PROPOSALS.