(b) & (c) The Registrant announced that on January 25, 2009, Mr. Gerard Riker, the Registrant's Executive Vice President and Chief Financial Officer, passed away. Mr. Riker had been an officer of the Registrant and its Somerset Hills Bank subsidiary since the bank was formed in 1998.

Effective January 26, 2009, the Registrant appointed Donald Theobald, Jr, Senior Vice President and Controller, as its acting Principal Accounting and Principal Financial Officer. The table below sets forth certain information about Mr. Theobald:

   Name and            Age     Principal Occupation for    Officer Since    Term Expires
   Position                    the Past Five Years


   Donald Theobald,     44     Senior Vice President       1998             N/A(1)
   Jr.                         and Controller of the
   Senior Vice                 Registrant; previously,
   President and               Vice President and
   Controller of               Controller of the
   the Registrant              Registrant.

(1) Officers serve at the pleasure of the Board of Directors

There are no arrangements or understandings between Mr. Theobald and any other persons pursuant to which Mr. Theobald was selected as acting Principal Accounting and Principal Financial Officer . Mr. Theobald has no family relationship with any other director or executive officer of the Registrant, nor with any person nominated or chosen to serve as a director or executive officer of the Registrant.

There are no "related party transactions" between Mr. Theobald and the Company or the Bank which require disclosure.

There are no material plans, contracts or other arrangements (or amendments thereto) to which Mr. Theobald is a party, or in which he participates, that was entered into or amended, in connection with Mr. Theobald being appointed as acting Principal Accounting and Principal Accounting Officer of the Registrant.

In connection with Mr. Riker's death, his rights under his Supplemental Executive Retirement Plan fully vested and his beneficiary is entitled to payments under the plan. The Registrant currently estimates that the after tax present value of the additional liability under the plan is approximately $110,000, and that expense equal to this amount will be recognized in the first quarter of 2009. In addition, the Registrant maintained a bank owned life insurance policy on Mr. Riker. The benefit to the Registrant, expected to also be recognized in the first quarter of 2009, is approximately $560,000. The insurance proceeds received by the Registrant will not be subject to income tax.