RUMSON-FAIR HAVEN BANK & TRUST COMPANY ... - Liberty Online

To Our Stockholders:
RUMSON-FAIR HAVEN BANK & TRUST COMPANY
20 Bingham Avenue
Rumson, New Jersey 07760
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, April 27, 2011
The Annual Meeting of Stockholders (the “Annual Meeting”) of Rumson-Fair Haven
Bank & Trust Company (the “Bank”) will be held at the Salt Creek Grille, located at 4 Bingham
Avenue, Rumson, New Jersey, on Wednesday, April 27, 2011 at 6:00 p.m. to consider and act
upon the following matters:
1. The election of the eleven (11) nominees named in the accompanying proxy
statement to serve as directors of the Bank until the next annual meeting of
stockholders and thereafter until their successors are duly elected and qualify;
2. A proposal to approve the adoption of the Rumson-Fair Haven Bank & Trust
Company 2011 Employee Stock Option and Equity Incentive Plan;
3. A proposal to approve the adoption of the Rumson-Fair Haven Bank & Trust
Company 2011 Non-Employee Director Stock Option and Equity Incentive Plan; and
4. Such other business as shall properly come before the Annual Meeting and any
postponement or adjournment thereof.
Stockholders of record at the close of business on March 11, 2011 are entitled to receive
notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.
Whether or not you contemplate attending the Annual Meeting, please execute the enclosed form
of proxy and return it to the Bank in the accompanying postage-prepaid envelope. You may
revoke your proxy at any time prior to its exercise by delivering a later-dated proxy or a written
notice of revocation to the Bank prior to or at the Annual Meeting.
By Order of the Board of Directors
William J. Barrett, Chairman of the Board
March 18, 2011
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED

RUMSON-FAIR HAVEN BANK & TRUST COMPANY
20 Bingham Avenue
Rumson, New Jersey 07760
PROXY STATEMENT
Dated March 18, 2011
GENERAL PROXY STATEMENT INFORMATION
This proxy statement and the accompanying form of proxy are being furnished in
connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”)
of Rumson-Fair Haven Bank & Trust Company (the “Bank”) of proxies for use at the Annual
Meeting of Stockholders of the Bank (the “Annual Meeting”), to be held at the Salt Creek Grille,
located at 4 Bingham Avenue, Rumson, New Jersey, on Wednesday, April 27, 2011 at 6:00 p.m.
The business expected to be voted upon at the Annual Meeting is the election of the eleven (11)
nominees named in this proxy statement to serve as directors for the term specified herein, the
proposal to approve the adoption of the Rumson-Fair Haven Bank & Trust Company 2011
Employee Stock Option and Equity Incentive Plan and the Rumson-Fair Haven Bank & Trust
Company 2011 Non-Employee Director Stock Option and Equity Incentive Plan, and such other
business as shall properly come before the Annual Meeting or any postponement or adjournment
thereof.
Outstanding Securities and Voting Rights
The record date for determining stockholders entitled to notice of and to vote at the
Annual Meeting is March 11, 2011 (the “Record Date”). Only stockholders of record as of the
Record Date will be entitled to receive notice of, and to vote at, the Annual Meeting. On the
Record Date, 2,907,647 shares of the Bank’s common stock, par value $2.00 per share
(“Common Stock”), were outstanding and are eligible to be voted at the Annual Meeting. Each
share is entitled to one vote. The presence at the Annual Meeting in person or by proxy of the
holders of shares entitled to cast a majority of the votes of all shares of Common Stock issued
and outstanding as of the Record Date will constitute a quorum; provided, however, that the
approval of the proposals to adopt the two stock option and equity incentive plans being
considered at the Annual Meeting require the affirmative vote of at least two-thirds of the issued
and outstanding Common Stock entitled to be voted at the Annual Meeting.
All shares represented by a valid proxy received pursuant to this solicitation will be voted
(i) “FOR” the eleven (11) nominees for director named in this proxy statement, (ii) “FOR” the
approval of the adoption of the Rumson-Fair Haven Bank & Trust Company 2011 Employee
Stock Option and Equity Incentive Plan and (iii) “FOR” the approval of the adoption of the
Rumson-Fair Haven Bank & Trust Company 2011 Non-Employee Director Stock Option and
Equity Incentive Plan, unless the stockholder specifies a different choice by means of his, her or
its proxy or revokes the proxy prior to the time of the vote. Should any other matters properly
come before the Annual Meeting or any postponement or adjournment thereof, the persons
named as proxies will vote upon such matters according to their discretion unless a stockholder
otherwise specifies in his, her or its proxy.
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At the Annual Meeting, a judge of election will tabulate ballots cast by stockholders
present and voting in person, and votes cast by proxy. Under applicable state law and the Bank’s
certificate of incorporation and bylaws, abstentions and broker non-votes are counted only for
purposes of establishing a quorum. At the Annual Meeting, and assuming a quorum has been
established, a plurality of the shares voted, in person or by proxy, is required to elect a nominee
for director; and the vote of the holders of at least two-thirds of the issued and outstanding shares
of Common Stock entitled to vote at the Annual Meeting, voting in person or by proxy, is
required to approve the adoption of the Rumson-Fair Haven Bank & Trust Company 2011
Employee Stock Option and Equity Incentive Plan and the Rumson-Fair Haven Bank & Trust
Company 2011 Non-Employee Director Stock Option and Equity Incentive Plan.
This proxy statement and the enclosed form of proxy are being mailed to stockholders on
or about March 18, 2011.
Revocability of Proxies
Any stockholder of record submitting a proxy has the right to attend and to vote at the
Annual Meeting in person. If the stockholder submits a proxy prior to the Annual Meeting, the
proxy may be revoked prior to the Annual Meeting by delivering a later-dated proxy or written
revocation to the Secretary of the Bank, Joseph Castelluci, Esq., at 20 Bingham Avenue,
Rumson, New Jersey 07760. A proxy may be revoked at the Annual Meeting by filing a laterdated
proxy or written revocation with the Secretary of the Annual Meeting prior to the vote of
such proxy. Presence at the Annual Meeting does not, in and of itself, revoke a proxy.
4

STOCK OWNERSHIP of DIRECTORS, EXECUTIVE OFFICERS
and CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 11, 2011, information with respect to the
beneficial ownership of the Bank’s outstanding Common Stock held by: (i) each director and
nominee for director; (ii) each executive officer; (iii) all directors, nominees for director and
executive officers of the Bank as a group; and (iv) each person who is known by the Company to
own beneficially more than five percent (5%) of the issued and outstanding Common Stock.
Beneficial Owner
William J. Barrett (3)(4)
Common
Common
Stock
Subject to
Options and
Percentage
Stock (1) Warrants (2) Total Ownership
314,849 75,732 390,581 13.1%
Virginia S. Bauer (5)(6) 1,938 -- 1,938 *
Joseph Castelluci, Esq. (3)(7) 6,613 4,724 11,337 *
Dennis J. Flanagan (3)(8) 28,786 49,103 77,889 2.6%
Herbert M. Gardner (3)(9) 35,159 19,915 55,074 1.9%
Stephen P. Kelleher C.P.A. (3) 375 -- 375 *
Stephen A. Tyler (3)(10) 56,816 34,295 91,111 3.1%
Thomas I. Unterberg (3) 143,558 17,207 160,765 5.5%
R. Van Whisnand (3) 22,546 20,622 43,168 1.5%
William Van Winkle (5) 250 -- 250 *
Jerold L. Zaro, Esq. (5) -- -- -- --
Thomas Sannelli (11) 3,545 13,176 16,721 *
All Directors and Executive
Officers (12 persons)
614,435
234,774 849,209 27.0%
Beneficial Owner of more
Common
Stock
than 5% of the Common Common Subject to
Percentage
Stock
Stock (1) Warrants (2) Total Ownership
KLCC Investments, LLC (12) 419,723 18,143 437,866 15.0%
Steven D. Hovde (13)(14) 183,012 - 183,012 6.3%
Estate of Judith Stanley
Coleman (15)
130,450 37,499 167,949 5.7%
Nancy B. Mulheren (16) 131,533 32,000 163,533 5.6%
* Indicates less than 1%.
(1) In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, a person is
deemed to be the beneficial owner, for purposes of this table, of any shares of Common Stock if
he or she has voting or investment power with respect to such security. This includes shares
owned by spouses, other immediate family members in trust, shares held in retirement accounts
or funds for the benefit of the named individuals, and other forms of ownership, over which

shares the person named in the table may possess voting and/or investment power. Except as
otherwise noted, all shares are owned of record or beneficially by the named person.
(2) Includes, for purposes of this table, the number of shares of Common Stock subject to currently
exercisable options and options exercisable within sixty (60) days of March 11, 2011, as well as
currently exercisable warrants to purchase Common Stock.
(3) Currently serves as a member of the Bank’s Board of Directors.
(4) Includes 18,018 shares and warrants to acquire 3,409 shares held by Mr. Barrett’s wife, of which
Mr. Barrett disclaims beneficial ownership, and 262,904 shares and warrants to acquire 49,310
shares, held in certain retirement accounts in Mr. Barrett’s name.
(5) Elected as a director by the Board of Directors on February 14, 2011 to fill a vacancy on the
Board.
(6) Shares held by Ms. Bauer’s husband. Ms. Bauer disclaims beneficial ownership of these shares.
(7) Mr. Castelluci currently serves as Executive Vice President, General Counsel and Secretary of the
Bank. Includes 3,210 shares held in Mr. Castelluci’s IRA account.
(8) Mr. Flanagan currently serves as President, Chief Executive Officer and Chief Financial Officer
of the Bank. Includes 731 shares held by Mr. Flanagan’s IRA account and 28,055 shares held
jointly with Mr. Flanagan’s wife.
(9) Includes 2,359 shares and 333 shares subject to warrants held by Mr. Gardner’s wife, of which
Mr. Gardner disclaims beneficial ownership, and 27,749 shares and 4,666 shares subject to
warrants held by Mr. Gardner’s IRA-Roll.
(10) Includes 3,247 shares held by Mr. Tyler’s wife, of which Mr. Tyler disclaims beneficial
ownership.
(11) Mr. Sanelli currently serves as a Senior Vice President of the Bank.
(12) KLCC Investments, LLC maintains a mailing address at 1350 Broadway, Suite 1010, New York,
New York 10018.
(13) Steven D. Hovde maintains a mailing address at c/o Hovde Financial, LLC, 1629 Colonial
Parkway, Inverness, Illinois 60067.
(14) Shares held jointly with Mr. Hovde’s wife.
(15) Ms. Coleman was a former director of the Bank. Her estate maintains a mailing address at 578
Navesink River Road, Red Bank, New Jersey 07701.
(16) Nancy B. Mulheren maintains a mailing address at c/o Rumson Management Company, 95
Avenue of the Two Rivers, Rumson, New Jersey 07760.
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PROPOSAL 1 - ELECTION OF DIRECTORS
The Bank’s certificate of incorporation and bylaws authorize a minimum of five (5) and a
maximum of twenty-five (25) directors, but leave the exact number to be fixed by resolution of
the Board of Directors. The Board of Directors has fixed the size of the full Board at eleven (11)
directors.
Nomination Process
The Board is responsible for determining the slate of director nominees for election to the
Board of Directors. In determining the candidates who will be nominated for election as
directors, the Board will consider, among other things, a candidate’s connections to the
community in which the Bank operates and ability to serve as an advocate for the Bank in such
community, a candidate’s proximity to the Bank, a candidate’s age as it relates to the candidate’s
mental and physical ability to carry out his or her responsibilities as a director, whether a
candidate serves on the board or as an attorney for a competing institution, a candidate’s
ownership of the Bank’s common stock, and a candidate’s personal and professional
integrity. In addition to these minimum qualifications, the Board seeks to nominate a slate of
candidates with strong backgrounds and experience in business, government, education and
public service. In evaluating the suitability of individual candidates for nomination, the Board
takes into account many factors, including a candidate’s general understanding of marketing,
finance and other disciplines relevant to the success of a publicly traded company in today’s
business environment; understanding of the Bank’s business and technology; educational and
professional background; and personal accomplishment. The Board evaluates each individual in
the context of the Board as a whole, with the objective of recommending a group that can best
perpetuate the success of the Bank’s business and represent stockholder interests through the
exercise of sound judgment, using its members’ diversity of experience. In determining whether
to recommend a director for re-election, the Board considers the director’s past attendance at
meetings and participation in and contributions to the activities of the Board.
The Board of Directors will also consider nominees for director suggested by
stockholders of the Bank applying the same criteria for nominees described above and
considering certain additional information. Any stockholder nominee for director for
consideration by the Board (or a committee of the Board established for that purpose) for the
2012 annual meeting of stockholders must be received by the Bank at its principal executive
offices located at 20 Bingham Avenue, Rumson, New Jersey 07760 no later than December 1,
2011 and must be accompanied by the following information: (1) the name and contact
information for the nominee; (2) a statement of the nominee’s business experience and
educational background; (3) a detailed description describing any relationship between the
nominee and the proposing stockholder; (4) a statement by the stockholder explaining why he,
she or it believes that the nominee is qualified to serve on the Board and how his or her service
would benefit the Bank; and (5) a statement that the nominee is willing to be considered and
willing to serve as a director of the Bank if nominated and elected.

Nominees for Election
The Board of Directors has nominated and recommends the election of each of the
nominees listed below for a one-year term to expire at the 2012 Annual Meeting of Stockholders
of the Bank. If, for any reason, any of the nominees becomes unavailable for election, the proxy
solicited by the Bank may be voted for a substitute nominee selected by the Board of Directors.
The Board of Directors has no reason to believe that any of the named nominees is not available
to serve as a director or will not serve if elected. Pursuant to the banking laws of the state of
New Jersey and the Bank’s bylaws, the directors of the Bank are elected by the stockholders at
each annual meeting of stockholders. Each of the elected directors shall hold office from the
time when a majority of all directors elected at the Annual Meeting shall have qualified, until the
2012 Annual Meeting of Stockholders, and thereafter, until his or her successor has been elected
and qualified.
RUMSON-FAIR HAVEN BANK & TRUST COMPANY
Directors
Name Current Position
William J. Barrett Chairman
Dennis J. Flanagan President, Chief Executive Officer, Chief
Financial Officer and Director
Joseph Castelluci, Esq. Executive Vice President, General Counsel,
Secretary and Director
Virginia S. Bauer Director
Herbert M. Gardner Director
Stephen P. Kelleher, C.P.A. Director
Stephen A. Tyler Director
Thomas I. Unterberg Director
William Van Winkle Director
R. Van Whisnand Director
Jerold L. Zaro, Esq. Director
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Biographical Information:
William J. Barrett has been the President of W.J. Barrett Associates since 2009 and has served
as a director of the Bank since 2000. He served as President of Barrett-Gardner Associates, Inc.,
a private merchant banking firm, since 2004. Prior thereto, he was a Senior Vice President with
Janney Montgomery Scott LLC. Mr. Barrett is a director of Supreme Industries, Inc., a
specialized manufacturer of truck bodies, TGC Industries, Inc., a geophysical services company,
Chase Packaging Corp., a development-stage company and MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment trusts. Mr. Barrett received his
Bachelor of Arts degree from DePauw University and his MBA from New York University.
Dennis J. Flanagan was appointed as the President and Chief Executive Officer of the Bank on
January 12, 2011, and has served as the Chief Financial Officer of the Bank since 2000 and as a
director of the Bank since 2003. He began his banking career at Bankers Trust New York
Corporation in 1974 and has worked for various banking organizations in various capacities over
the past 36 years. Mr. Flanagan graduated in 1974 with a Bachelor of Science degree from
Herbert H. Lehman College, obtained his MBA in 1981 from Bernard M. Baruch College and is
a 1986 graduate of the Stonier Graduate School of Banking.
Virginia S. Bauer is the Chief Executive Officer of GTBM Inc., a developer and marketer of
proprietary software solutions and was appointed as a director of the Bank on February 14, 2011.
From 2008 to 2010, Ms. Bauer served as the Senior Vice President of Development for Covenant
House International, the largest privately funded agency in North America that provides shelter
and other services to homeless youth. She currently serves on the Board of Commissioners for
the Port Authority of New York and New Jersey, having been appointed to that position in 2007.
From 2005 to 2008 Ms. Bauer served as Vice Chairperson of the Fort Monmouth Economic
Redevelopment Authority, serving as New Jersey’s lead representative in the revitalization of
Fort Monmouth located in Eatontown, New Jersey. From 2004 to 2007 she served as Commerce
Secretary for the state of New Jersey. Ms. Bauer is a member of the National 9/11 Memorial and
Museum Board, a trustee of Monmouth University located in West Long Branch, New Jersey, a
member of the Economic Club of New York, a member of the Board of the Business School of
Rutgers University and serves on the Foundation Board of Monmouth Medical Center in Long
Branch, New Jersey. She was employed as a financial planner with Merrill Lynch from 1979 to
1985. Ms. Bauer is a graduate of Rosemont College in Rosemont, Pennsylvania.
Joseph Castelluci, Esq. has served as Executive Vice President, General Counsel and Secretary
of the Bank since January 18, 2011, and as a director of the Bank since 2010. Prior to joining the
Bank as an officer, he was a principal of Peluso, Castelluci & Weintraub, P.C., where he
managed the Commercial and Transactional Section of the firm’s Business Planning Group,
since 1999. Mr. Castelluci is a member of the New Jersey, Pennsylvania and Washington, D.C.
Bars, as well as the Monmouth County Bar Association, where he served on the Technology
Committee and the Banking and Commercial Law Committee. He is a former member of the
Commercial Law League of America, Commercial Division. He received his Juris Doctor
degree from Villanova University School of Law and a Bachelor of Science degree in
Accounting from Rider University.

Herbert M. Gardner was most recently Executive Vice President of Barrett-Gardner Associates,
Inc., a private merchant banking firm, and prior thereto, he was a Senior Vice President with
Janney Montgomery Scott LLC. He has served as a director of the Bank since 2000. Mr.
Gardner is Chairman of the Board of Supreme Industries, Inc., a specialized manufacturer of
truck bodies and serves as a director of the following companies: Chase Packaging Corporation,
a development-stage company and TGC Industries, Inc., a geophysical services company. Mr.
Gardner graduated from New York University with a Bachelor of Arts degree, and received his
MBA from the Stern School of Business at New York University.
Stephen P. Kelleher, C.P.A. is the senior principal of Kelleher, Petzold & Co., CPA, LLC, a
public accounting firm he founded in 1986 that services individual and business clients in
Monmouth County and Ocean County, New Jersey, and is a member and advisor of several nonprofit
organizations in those communities. He has served as a director of the Bank since 2010.
Prior to founding his accounting firm, he worked as an accounting manager at Ingersoll Rand
from 1981 to 1986. Mr. Kelleher is a member of the American Institute of Certified Public
Accountants and the New Jersey Society of Public Accountants. Mr. Kelleher graduated from
Seton Hall University in 1981 with a Bachelor of Science degree in Accounting.
Stephen A. Tyler was President and Chief Executive Officer of the Bank from its opening in July
2000 until July 2003, and has served as a director of the Bank since 2000. Formerly, he was
employed by J.P. Morgan & Co. from 1970 until his retirement in 1998. He served in various
capacities at J.P. Morgan & Co., including Division and Managing Director in charge of U.S.
Dollar Interest Rate Management. He is a member of the advisory board of Love, Inc., trustee of
the Community Foundation of New Jersey, and a director and Treasurer of the Park City
Foundation, Park City, Utah. Mr. Tyler received his Bachelor of Arts degree from Cornell
University.
Thomas I. Unterberg has served as the Chairman and the General Partner of Unterberg Capital
LLC since 2008, and as a director of the Bank from 2001 to 2010 and since February 14, 2011.
He previously was a partner of C.E. Unterberg, Towbin. He has been in the investment banking
business since 1956 and has been a director or trustee of a number of public and private
companies and institutions. He is a graduate of Princeton University and received his MBA from
the Wharton School of Business.
R. Van Whisnand has served as a Portfolio Manager at Wilkinson O’Grady & Co. Inc. since
2008, and as a director of the Bank since 2000. Prior to joining Wilkinson O’Grady & Co. Inc.,
he was a Managing Partner of Osprey Partners Investment Management, LLC. Mr. Whisnand
had been a principal in the investment management firm Fox Asset Management, was a founder
and partner in the investment firm Combined Capital Management and began his career with
Stone & Webster, Inc. Mr. Whisnand is a graduate of Brown University and received his MBA
from the Darden School at the University of Virginia.
William Van Winkle is a Certified Financial Planner and is the President of Van Winkle
Associates, a financial services firm located in Tinton Falls, New Jersey which Mr. Van Winkle
founded in 1979. He was appointed as a director of the Bank on February 14, 2011. He has
previously served on the boards of the Visiting Nurse Association of Central New Jersey, the
Monmouth Conservation Foundation, the Riverview Hospital Foundation and the Meridian
10

Health Care Foundation. Mr. Van Winkle has served on various committees of the NYL Agent’s
Advisory Council, of which he was elected Vice President in 1992 and President in 1993. He
served as a Division Vice President of the Million Dollar Round Table (MDRT) and as a
member of the MDRT Foundation’s board. He has previously served as the President of the
Brookdale Community College Foundation and of the Holland Society of New York. Mr. Van
Winkle graduated with two Bachelor of Science degrees from Lehigh University.
Jerold L. Zaro, Esq. is Counsel to the law firm of Sills, Cummis & Gross, P.C., and has served
as a director of the Bank since February 14, 2011. Mr. Zaro previously served as Chief of the
Office of Economic Growth and as a member of the New Jersey Economic Development
Authority in the cabinets of former New Jersey Governor Jon S. Corzine and current New Jersey
Governor Chris Christie. From 1991 to 2001, he served as the Commissioner of the New Jersey
Sports and Exposition Authority (NJSEA), which owns, operates and maintains the
Meadowlands Stadium, Izod Center, Meadowlands Racetrack, Monmouth Park, the Atlantic City
Convention Center and the Camden Aquarium. In 2002, Mr. Zaro was appointed as Chairman of
the New Jersey Highway Authority prior to its merger with the New Jersey Turnpike Authority,
having previously served as Commissioner of the Highway Authority. He has been engaged in
the practice of law for 34 years, first as a member of the law firm of Ansell Zaro Grimm &
Aaron, P.C. and then as Counsel to his current firm, Sills, Cummis & Gross, P.C. Mr. Zaro
previously served as Chairman of Ocean Independent Bank and as a member of the board of
directors of First DeWitt Bank and Commerce Bank Shore, N.A. prior to the acquisition of the
latter by TD Bank, N.A. He is also a member of the board of directors of Denholtz Holdings,
LLC, a fully integrated real estate company, and is a principal in several other real estate
companies. Mr. Zaro graduated with a Bachelor of Arts degree from Boston University in 1973
and received his Juris Doctor degree from the Boston College School of Law in 1976.
RECOMMENDATION ON PROPOSAL 1
THE MEMBERS OF THE BANK’S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMEND A VOTE “FOR” ALL OF THE NOMINEES FOR DIRECTOR
INCLUDED IN PROPOSAL 1.
11

PROPOSAL 2 – APPROVAL OF THE ADOPTION OF THE RUMSON-FAIR HAVEN
BANK & TRUST COMPANY 2011 EMPLOYEE STOCK OPTION AND EQUITY
INCENTIVE PLAN
Introduction
The Board of Directors has approved and adopted, subject to the approval and ratification
of the Bank’s stockholders, the Rumson-Fair Haven Bank & Trust Company 2011 Employee
Stock Option and Equity Incentive Plan (the “2011 Employee Plan”). The 2011 Employee Plan
is designed to encourage and enable employees of the Bank to acquire or increase their holdings
of Common Stock and other proprietary interests in the Bank. It is intended to promote these
individuals’ interests in the Bank, thereby enhancing the efficiency, soundness, profitability,
growth and stockholder value of the Bank.
Under the 2011 Employee Plan, incentive and nonqualified stock options may be granted
to eligible employees. Participants may also be eligible to receive, under certain conditions,
stock appreciation rights (“SARs”) in the form of related SARs and freestanding SARs.
No awards have been awarded under the 2011 Employee Plan, nor will any awards be
awarded, unless and until the stockholders of the Bank approve the 2011 Employee Plan.
The terms of the 2011 Employee Plan are complex and it is therefore recommended that
stockholders thoroughly read the following description of the 2011 Employee Plan which
describes certain of the provisions of the 2011 Employee Plan in greater detail. On written
request, the Bank will provide without charge to each record or beneficial owner of Common
Stock, a copy of the 2011 Employee Plan. Requests should be addressed to Mr. Joseph
Castelluci, Esq., Secretary, Rumson-Fair Haven Bank & Trust Company, 20 Bingham Avenue,
Rumson, New Jersey 07760.
Administration of the 2011 Employee Plan
The 2011 Employee Plan will be administered by the Board of Directors or the
Compensation Committee of the Board upon delegation of that authority by the Board to the
Compensation Committee (the “Administrator”). Under the terms of the 2011 Employee Plan,
the Administrator is authorized to:
• determine all matters relating to awards, including selection of individuals to receive
awards, the types of awards granted, the number of shares of Common Stock, if any,
subject to an award, and all terms, conditions, restrictions and limitations of an award;
• prescribe the form or forms of award agreements evidencing any awards granted
under the 2011 Employee Plan;
• establish, amend and rescind rules and regulations for the administration of the 2011
Employee Plan;
• construe and interpret the 2011 Employee Plan and any awards and award agreements
made under the 2011 Employee Plan;
12

• interpret rules and regulations for administering the 2011 Employee Plan; and
• make all other determinations deemed necessary or advisable for administering the
2011 Employee Plan.
Effective Date of the 2011 Employee Plan
Pending approval of the 2011 Employee Plan by the stockholders of the Bank, the
effective date of the 2011 Employee Plan will be April 27, 2011, the date of the Annual Meeting.
All eligible participants may receive awards under the 2011 Employee Plan for ten years minus
one day from the date on which the stockholders approve the 2011 Employee Plan.
Shares of Common Stock Available under the 2011 Employee Plan
Twenty-five thousand (25,000) shares of Common Stock have been reserved for issuance
under the 2011 Employee Plan exclusive of shares that may be issued with respect to incentive
stock options, and seventy-five thousand (75,000) shares of Common Stock have been reserved
for issuance under the 2011 Employee Plan solely with respect to incentive stock options.
Subject to applicable law and regulations, the number of shares reserved for issuance under the
2011 Employee Plan are subject to adjustment due to changes in the outstanding shares of
Common Stock due to a merger, consolidation or reorganization of the Bank, stock dividends,
stock splits, combinations or reclassifications of the Common Stock, or other changes in the
capital stock structure of the Bank. The number of shares of Common Stock reserved for
issuance under the 2011 Employee Plan will not be reduced by:
• dividends, including dividends paid in shares of Common Stock;
• awards which by their terms are settled in cash rather than the issuance of shares of
Common Stock;
• any shares subject to an award under the 2011 Employee Plan which award is
forfeited, cancelled or terminated, expires or lapses for any reason; and
• any shares of Common Stock surrendered by a participant or withheld by the Bank to
pay the option price for an award of shares or used to satisfy any tax withholding
requirement in connection with the exercise or vesting of an award if, in accordance
with the terms of the 2011 Employee Plan, a participant pays such option price or
satisfies such tax withholding by either tendering previously owned shares of
Common Stock or having the Bank withhold shares.
Awards Available Under the 2011 Employee Plan:
Stock Options
The Administrator may grant either incentive stock options or nonqualified stock options.
The exercise price of each stock option shall be equal to the “fair market value” (as defined
below) of the Common Stock on the date the award is granted to the participant; provided,
however, that:
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• with respect to a participant who owns more than 10% of the total combined voting
power of all classes of stock of the Bank, the option price of an incentive stock option
granted to such participant shall not be less than 110% of the fair market value of the
Common Stock on the date the award is granted; and
• in no event shall the option price per share of an incentive stock option or
nonqualified stock option be less than the par value per share of the Common Stock.
For purposes of the exercise price of a stock option, “fair market value” shall mean the
closing sales price for shares of the Common Stock on the New York Stock Exchange or the
American Stock Exchange (as applicable) on the date an award is granted (or under certain
circumstances, a trading date preceding the grant date), or if not so listed, the closing sales price
for shares of the Common Stock as quoted on the NASDAQ Global Select Market, the
NASDAQ Global Market or the NASDAQ Capital Market of the NASDAQ Stock Market or the
OTC Bulletin Board on the date the award is granted (or under certain circumstances, a trading
date preceding the grant date), or if the shares of Common Stock are not listed or reported in any
of the foregoing, then the fair market value shall be determined by the Administrator based on
such valuation measures or other factors as it deems appropriate.
The term of each stock option granted to a participant pursuant to an award shall be
determined by the Administrator; provided, however, that in no case shall a stock option be
exercisable more than 10 years (5 years in the case of an incentive stock option granted to a 10%
stockholder) from the date of the award.
Generally, an employee may only exercise a stock option while an employee of the Bank;
provided, however, that if the employee’s employment is terminated because of disability or
death, the stock option may be exercised up to six months after the employee’s termination date
(subject to the earlier expiration of the option period). The Administrator may in its sole
discretion accelerate the date for exercising all or any part of the deceased or disabled
employee’s stock options which were not otherwise exercisable on the termination date. In the
event of a participant’s death, his or her stock options shall be exercisable by such person or
persons as shall have acquired the right to exercise the stock options by will or by the laws of
intestate succession.
Unless the Administrator determines otherwise, if the employment of a participant is
terminated for any reason other than disability, death or for “cause” (as such term is defined and
used in the 2011 Employee Plan), his or her stock options may be exercised for up to three
months after the termination of his or her employment (subject to the earlier expiration of the
option period) to the extent exercisable on his or her termination date, except that the
Administrator may in its sole discretion accelerate the date for exercising all or any part of the
stock options which were not otherwise exercisable on the termination date. If the employment
of a participant is terminated for “cause,” his or her stock options shall lapse and shall not longer
be exercisable, unless the Administrator determines otherwise.
In no event shall there first become exercisable by an employee in any one calendar year
incentive stock options with respect to shares having an aggregate fair market value (as
determined at the time the incentive stock options are granted) greater than $100,000. To the
14

extent that any incentive stock options are first exercisable by an employee in excess of such
limitation, the excess shall be considered nonqualified stock options.
Except as may be permitted by the Administrator in accordance with applicable laws,
stock options granted under the 2011 Employee Plan shall not be transferable other than by will
or the laws of intestate succession.
Stock Appreciation Rights
A SAR is an award entitling the recipient to receive payment in cash determined in whole
or in part by reference to appreciation in the value of a share or shares of Common Stock from
the date the SAR is granted to the date it is exercised. The base price per share of a SAR shall be
no less than 100% of the fair market value of a share of Common Stock on the date the SAR is
granted. A SAR granted in tandem with a stock option will be exercisable only at such times and
to the extent that the related stock option is exercisable (a related SAR). A related SAR granted
in tandem with an incentive stock option may be exercised only when the fair market value of
the shares of Common Stock subject to the incentive stock option exceeds the exercise price of
the incentive stock option, and the SAR may be for no more than 100% of the difference
between the exercise price of the underlying incentive stock option and the fair market value of
the Common Stock subject to the underlying incentive stock option at the time the SAR is
exercised.
A related SAR may be granted concurrently with the grant of a stock option or, if the
option is a nonqualified stock option, at any time thereafter prior to the complete exercise,
termination, expiration or cancellation of such stock option. The base price of these related
SARs shall be equal to the option price of the stock option. A related SAR shall be exercisable
only at the time and to the extent that the stock option to which it related is exercisable and may
be subject to such additional limitations on exercisability as the Administrator may provide in the
award agreement, and in no event after the complete termination of full exercise of the stock
option.
A SAR may also be granted without relationship to a stock option (a freestanding SAR)
and, in such case, will be exercisable upon such terms and subject to such conditions as may be
determined by the Administrator, subject to the terms of the 2011 Employee Plan.
Each participant’s award agreement shall set forth the extent to which the participant
shall have the right to exercise a SAR following termination of the participant’s employment
with the Bank. Notwithstanding the foregoing, the Administrator in its sole discretion may limit,
in any manner, the amount payable with respect to a SAR. SARs shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or the laws of
intestate succession, and may be exercised during the participant’s lifetime only by the
participant or the participant’s guardian or legal representative.
Amendment and Termination of the 2011 Employee Plan
The 2011 Employee Plan may be amended, altered and/or terminated at any time by the
Board; provided, however, that: (1) approval of an amendment to the 2011 Employee Plan by the
stockholders of the Bank shall be required to the extent, if any, that stockholder approval of such
15

amendment is required by applicable law, rule or regulation; and (2) except for the adjustments
described below, the option price for any outstanding stock option or base price of any
outstanding SAR may not be decreased after the date of grant, nor may any outstanding option or
SAR be surrendered to the Bank as consideration for the grant of a new stock option or SAR
with a lower option price or base price than the original stock option or SAR, as the case may be,
without stockholder approval of any such action.
The Administrator may amend, alter or terminate any award granted under the 2011
Employee Plan, prospectively or retroactively, but such amendment, alteration or termination of
an award shall not, without the consent of the recipient of an outstanding award, materially
adversely affect the rights of the recipient with respect to the award.
Notwithstanding the foregoing, the Administrator shall have the unilateral authority (1) to
amend the 2011 Employee Plan and any award granted thereunder, without the approval of the
stockholders and/or the consent of the participant, to the extent necessary to comply with
applicable laws, rules and regulations, and (2) to make adjustments to the terms and conditions
of awards in recognition of unusual or nonrecurring events affecting the Bank, the financial
statements of the Bank or changes in accounting principles if the Administrator determines that
such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the 2011 Employee Plan or necessary to
comply with applicable accounting principles.
Change in Control
All stock options and SARs outstanding as of the date of a “change in control” (as such
term is defined and used in the 2011 Employee Plan) shall become fully exercisable, whether or
not then otherwise exercisable.
Notwithstanding the foregoing, in the event of a merger, share exchange, reorganization,
sale of all or substantially all of the assets of the Bank or other similar transaction or event
affecting the Bank or its stockholders, the Administrator may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the 2011 Employee Plan shall not vest or
become exercisable on an accelerated basis, if the Bank or the surviving or acquiring
corporation, as the case may be, shall have taken such action, including, but not limited to, the
assumption of awards granted under the 2011 Employee Plan or the grant of substitute awards
(in either case, with substantially similar terms or equivalent economic benefits as awards
granted under the 2011 Employee Plan), as the Administrator determines to be equitable or
appropriate to protect the rights and interests of participants under the 2011 Employee Plan. If
the Compensation Committee is acting as the Administrator authorized to make the
determinations provided for above, such determination must also be approved by the Board prior
to such determination being placed into effect.
Unfunded 2011 Employee Plan
The 2011 Employee Plan shall be unfunded, and the Bank shall not be required to create
a trust or segregate any assets that may at any time be represented by awards under the 2011
16

Employee Plan. The 2011 Employee Plan shall not establish any fiduciary relationship between
the Bank and any participant or other person.
Neither a participant nor any other person shall, by reason of the 2011 Employee Plan,
acquire any right in or title to any assets, funds or property of the Bank, including, without
limitation, any specific funds, assets or other property which the Bank may set aside in
anticipation of a liability under the 2011 Employee Plan. A participant shall have only a
contractual right to the Common Stock or other amounts, if any, payable under the 2011
Employee Plan, unsecured by any assets of the Bank. Nothing contained in the 2011 Employee
Plan shall constitute a guarantee that the assets of such entities shall be sufficient to pay any
benefits to any person.
Compliance with Code Section 409A
Notwithstanding any other provision in the 2011 Employee Plan or an award to the
contrary, if and to the extent that Section 409A (“Section 409A”) of the Internal Revenue Code
of 1986, as amended (the “Code”), is deemed to apply to the 2011 Employee Plan or any award
granted under the 2011 Employee Plan, it is the general intention of the Bank that the 2011
Employee Plan and all such awards shall comply with Section 409A, related regulations or other
guidance, and the 2011 Employee Plan and any such award shall, to the extent practicable, be
construed in accordance therewith. Deferrals of shares issuable pursuant to a stock option or any
other award otherwise exempt from Section 409A in a manner that would cause Section 409A to
apply shall not be permitted. Without in any way limiting the effect of the foregoing, in the
event that Section 409A, related regulations or other guidance require that any special terms,
provisions or conditions be included in the 2011 Employee Plan or any award, then such terms,
provisions and conditions shall, to the extent practicable, be deemed to be made a part of the
2011 Employee Plan or award, as applicable. Further, in the event that the 2011 Employee Plan
or any award shall be deemed not to comply with Section 409A or any related regulations or
other guidance, then neither the Bank, the Administrator nor its or their designees or agents shall
be liable to any participant or other person for actions, decisions or determinations made in good
faith.
Federal Income Tax Consequences
Stock Options: The grant of an incentive stock option or a nonqualified stock option does
not result in income for the grantee or in a deduction for the Bank.
The exercise of a nonqualified stock option results in ordinary income for the grantee and
a business deduction for the Bank measured by the difference between the option’s exercise price
and the fair market value of the shares of Common Stock received at the time of exercise;
provided, however, that the Bank will not be able to deduct compensation to a Named Executive
Officer of the Bank to the extent such compensation exceeds $1 million in any tax year unless
such compensation qualifies as performance-based compensation under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations related thereto. If
the Bank is required to withhold income taxes in connection with the exercise of a nonqualified
stock option, the Administrator may, in its discretion, permit such withholding obligation to be
17

satisfied by the delivery of shares of Common Stock held by the grantee or to be delivered to the
grantee upon exercise of the stock option.
The exercise of an incentive stock option does not result in income for the grantee or in a
business deduction for the Bank; provided, that the employee does not dispose of the shares of
Common Stock acquired upon exercise within two years after the date of grant of the option and
one year after the transfer of the shares of Common Stock upon exercise, and provided further
that, the employee is employed by the Bank or a subsidiary of the Bank from the date of grant
until three months before the date of exercise. If these requirements are met, the employee's
basis in the shares of Common Stock would be the exercise price. Any gain related to the
subsequent disposition of shares of Common Stock will be taxed to the employee as a long-term
capital gain and the Bank will not be entitled to any deduction. The excess of the fair market
value of the Common Stock on the date of exercise over the exercise price is an item of tax
preference for the employee, potentially subject to the alternative minimum tax.
If an employee should dispose of the shares of Common Stock acquired pursuant to the
exercise of an incentive stock option prior to the expiration of either of the designated holding
periods, the employee recognizes ordinary income and the Bank is entitled to a business
deduction in an amount equal to the lesser of the fair market value of the shares of Common
Stock on the date of exercise minus the stock option exercise price or the amount realized on
disposition of the shares of Common Stock minus the stock option exercise price. Any gain in
excess of the ordinary income recognized by the employee is taxable as long-term or short-term
capital gain, depending on the holding period. If a stock option, intended to be an incentive
stock option, does not satisfy all of the requirements of an incentive stock option pursuant to
Section 422 of the Code when granted, the employee recognizes ordinary income upon exercise
of the option and the Bank is entitled to a business deduction in an amount equal to the fair
market value of the shares of Common Stock on the exercise date minus the stock option
exercise price. Income tax withholding would be required. In the event a stock option intended
to be an incentive stock option does not qualify as such when granted to or exercised by an
officer covered by Section 162(m) of the Code, the $1 million per capita limitation on
compensation to such officer imposed by Section 162(m) of the Code may apply unless such
compensation qualifies as performance-based compensation under 162(m) of the Code and the
regulations related thereto.
SARS: The grant of a SAR does not result in income for the grantee or in a business
deduction for the Bank for federal income tax purposes. Upon the exercise of a SAR, the grantee
recognizes ordinary income and the Bank is entitled to a business deduction measured by the fair
market value of the shares of Common Stock and/or cash received; provided, however, that, if
the grantee is a an officer covered by Section 162(m) of the Code, the $1 million per capita
limitation on compensation to such officer imposed by Section 162(m) of the Code may apply
unless such compensation qualifies as performance-based compensation under 162(m) of the
Code and the regulations related thereto. Income tax withholding would be required for
employees of the Bank and its subsidiaries.
18

Vote Required
Approval of Proposal 2 requires the affirmative vote, either in person or by proxy, of the
holders of at least two-thirds of the Bank’s outstanding Common Stock entitled to vote on the
proposal. Abstentions and broker “non-votes” will have the same effect as voting “AGAINST”
the adoption of Proposal 2 because the required vote is based on the number of shares
outstanding rather than the number of votes cast.
RECOMMENDATION ON PROPOSAL 2
THE MEMBERS OF THE BANK’S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMEND A VOTE “FOR” THE PROPOSAL TO APPROVE THE ADOPTION OF
THE RUMSON-FAIR HAVEN BANK & TRUST COMPANY 2011 EMPLOYEE STOCK
OPTION AND EQUITY INCENTIVE PLAN.
19

PROPOSAL 3 – APPROVAL OF THE ADOPTION OF THE RUMSON-FAIR HAVEN
BANK & TRUST COMPANY 2011 NON-EMPLOYEE DIRECTOR STOCK OPTION
AND EQUITY INCENTIVE PLAN
Introduction
The Board of Directors has approved and adopted, subject to the approval and ratification
of the Bank’s stockholders, the Rumson-Fair Haven Bank & Trust Company 2011 Non-
Employee Director Stock Option and Equity Incentive Plan (the “2011 Director Plan”). The
2011 Director Plan is designed to encourage and enable non-employee directors of the Bank to
acquire or increase their holdings of Common Stock and other proprietary interests in the Bank.
It is intended to promote these individuals’ interests in the Bank, thereby enhancing the
efficiency, soundness, profitability, growth and stockholder value of the Bank.
Under the 2011 Director Plan, nonqualified stock options may be granted to eligible nonemployee
directors of the Bank. Participants may also be eligible to receive, under certain
conditions, SARs in the form of related SARs and freestanding SARs.
No awards have been awarded under the 2011 Director Plan, nor will any awards be
awarded, unless and until the stockholders of the Bank approve the 2011 Director Plan.
The terms of the 2011 Director Plan are complex and it is therefore recommended that
stockholders thoroughly read the following description of the 2011 Director Plan which
describes certain of the provisions of the 2011 Director Plan in greater detail. On written request,
the Bank will provide without charge to each record or beneficial owner of Common Stock, a
copy of the 2011 Director Plan. Requests should be addressed to Mr. Joseph Castelluci, Esq.,
Secretary, Rumson-Fair Haven Bank & Trust Company, 20 Bingham Avenue, Rumson, New
Jersey 07760.
Administration of the 2011 Director Plan
The 2011 Director Plan will be administered by the Administrator. Under the terms of
the 2011 Director Plan, the Administrator is authorized to:
• determine all matters relating to awards, including selection of individuals to receive
awards, the types of awards granted, the number of shares of Common Stock, if any,
subject to an award, and all terms, conditions, restrictions and limitations of an award;
• prescribe the form or forms of award agreements evidencing any awards granted
under the 2011 Director Plan;
• establish, amend and rescind rules and regulations for the administration of the 2011
Director Plan;
• construe and interpret the 2011 Director Plan and any awards and award agreements
made under the 2011 Director Plan;
• interpret rules and regulations for administering the 2011 Director Plan; and

• make all other determinations deemed necessary or advisable for administering the
2011 Director Plan.
Effective Date of the 2011 Director Plan
Pending approval of the 2011 Director Plan by the stockholders of the Bank, the effective
date of the 2011 Director Plan will be April 27, 2011, the date of the Annual Meeting. All
eligible participants may receive awards under the 2011 Director Plan for ten years minus one
day from the date on which the stockholders approve the 2011 Director Plan.
Shares of Common Stock Available under the 2011 Director Plan
Seventy-five thousand (75,000) shares of Common Stock have been reserved for issuance
under the 2011 Director Plan. Subject to applicable law and regulations, the number of shares
reserved for issuance under the 2011 Director Plan are subject to adjustment due to changes in
the outstanding shares of Common Stock due to a merger, consolidation or reorganization of the
Bank, stock dividends, stock splits, combinations or reclassifications of the Common Stock, or
other changes in the capital stock structure of the Bank. The number of shares of Common Stock
reserved for issuance under the 2011 Director Plan will not be reduced by:
• dividends, including dividends paid in shares of Common Stock;
• awards which by their terms are settled in cash rather than the issuance of shares of
Common Stock;
• any shares subject to an award under the 2011 Director Plan which award is forfeited,
cancelled or terminated, expires or lapses for any reason; and
• any shares of Common Stock surrendered by a participant or withheld by the Bank to
pay the option price for an award of shares or used to satisfy any tax withholding
requirement in connection with the exercise or vesting of an award if, in accordance
with the terms of the 2011 Director Plan, a participant pays such option price or
satisfies such tax withholding by either tendering previously owned shares of
Common Stock or having the Bank withhold shares.
Awards Available Under the 2011 Director Plan
Stock Options
The Administrator may grant nonqualified stock options. The exercise price of each
stock option shall be equal to the “fair market value” (as defined below) of the Common Stock
on the date the award is granted to the participant; provided, however, that in no event shall the
option price per share of s stock option be less than the par value per share of the Common
Stock.
For purposes of the exercise price of a stock option, “fair market value” shall mean the
closing sales price for shares of the Common Stock on the New York Stock Exchange or the
American Stock Exchange (as applicable) on the date an award is granted (or under certain
21

circumstances, a trading date preceding the grant date), or if not so listed, the closing sales price
for shares of the Common Stock as quoted on the NASDAQ Global Select Market, the
NASDAQ Global Market or the NASDAQ Capital Market of the NASDAQ Stock Market or the
OTC Bulletin Board on the date the award is granted (or under certain circumstances, a trading
date preceding the grant date), or if the shares of Common Stock are not listed or reported in any
of the foregoing, then the fair market value shall be determined by the Administrator based on
such valuation measures or other factors as it deems appropriate.
The term of each stock option granted to a participant pursuant to an award shall be
determined by the Administrator; provided, however, that in no case shall a stock option be
exercisable more than 10 years from the date of the award.
Unless the Administrator determines otherwise, a stock option granted to a non-employee
director completely vests at the time of grant and must be exercised, if at all, prior to the first to
occur of the following, as applicable: (i) the close of the 30 day period following the termination
of the non-employee director’s service as a member of the Board (or such other period stated in
the award agreement) or, in the event of the death or disability of the non-employee director, the
close of the 180 day period following the termination of the non-employee director’s
directorship; or (ii) the close of the 10 year option period.
Except as may be permitted by the Administrator in accordance with applicable laws,
stock options granted under the 2011 Director Plan shall not be transferable other than by will or
the laws of intestate succession.
Stock Appreciation Rights
The base price per share of a SAR shall be no less than 100% of the fair market value of a
share of Common Stock on the date the SAR is granted. A related SAR granted in tandem with a
stock option will be exercisable only at such times and to the extent that the related stock option
is exercisable.
A related SAR may be granted concurrently with the grant of a stock option or at any
time thereafter prior to the complete exercise, termination, expiration or cancellation of such
stock option. The base price of these related SARs shall be equal to the option price of the stock
option. A related SAR shall be exercisable only at the time and to the extent that the stock
option to which it related is exercisable and may be subject to such additional limitations on
exercisability as the Administrator may provide in the award agreement, and in no event after the
complete termination of full exercise of the stock option.
A SAR may also be granted without relationship to a stock option (a freestanding SAR)
and, in such case, will be exercisable upon such terms and subject to such conditions as may be
determined by the Administrator, subject to the terms of the 2011 Director Plan.
Each participant’s award agreement shall set forth the extent to which the participant
shall have the right to exercise a SAR following termination of the participant’s service as a
member of the Board. Notwithstanding the foregoing, the Administrator in its sole discretion
may limit, in any manner, the amount payable with respect to a SAR. SARs shall not be
transferable (including by sale, assignment, pledge or hypothecation) other than by will or the
22

laws of intestate succession, and may be exercised during the participant’s lifetime only by the
participant or the participant’s guardian or legal representative.
Amendment and Termination of the 2011 Director Plan
The 2011 Director Plan may be amended, altered and/or terminated at any time by the
Board; provided, however, that: (1) approval of an amendment to the 2011 Director Plan by the
stockholders of the Bank shall be required to the extent, if any, that stockholder approval of such
amendment is required by applicable law, rule or regulation; and (2) except for the adjustments
described below, the option price for any outstanding stock option or base price of any
outstanding SAR may not be decreased after the date of grant, nor may any outstanding option or
SAR be surrendered to the Bank as consideration for the grant of a new stock option or SAR
with a lower option price or base price than the original stock option or SAR, as the case may be,
without stockholder approval of any such action.
The Administrator may amend, alter or terminate any award granted under the 2011
Director Plan, prospectively or retroactively, but such amendment, alteration or termination of an
award shall not, without the consent of the recipient of an outstanding award, materially
adversely affect the rights of the recipient with respect to the award.
Notwithstanding the foregoing, the Administrator shall have the unilateral authority (1) to
amend the 2011 Director Plan and any award granted thereunder, without the approval of the
stockholders and/or the consent of the participant, to the extent necessary to comply with
applicable laws, rules and regulations and (2) to make adjustments to the terms and conditions of
awards in recognition of unusual or nonrecurring events affecting the Bank, the financial
statements of the Bank or changes in accounting principles if the Administrator determines that
such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the 2011 Director Plan or necessary to
comply with applicable accounting principles.
Change in Control
All stock options and SARs outstanding as of the date of a “change in control” (as such
term is defined and used in the 2011 Director Plan) shall become fully exercisable, whether or
not then otherwise exercisable.
Notwithstanding the foregoing, in the event of a merger, share exchange, reorganization,
sale of all or substantially all of the assets of the Bank or other similar transaction or event
affecting the Bank or its stockholders, the Administrator may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the 2011 Director Plan shall not vest or
become exercisable on an accelerated basis, if the Bank or the surviving or acquiring
corporation, as the case may be, shall have taken such action, including but not limited to the
assumption of awards granted under the 2011 Director Plan or the grant of substitute awards (in
either case, with substantially similar terms or equivalent economic benefits as awards granted
under the 2011 Director Plan), as the Administrator determines to be equitable or appropriate to
protect the rights and interests of participants under the 2011 Director Plan. If the Compensation
Committee is acting as the Administrator authorized to make the determinations provided for
23

above, such determination must also be approved by the Board prior to such determination being
placed into effect.
Unfunded 2011 Director Plan
The 2011 Director Plan shall be unfunded, and the Bank shall not be required to create a
trust or segregate any assets that may at any time be represented by awards under the 2011
Director Plan. The 2011 Director Plan shall not establish any fiduciary relationship between the
Bank and any participant or other person.
Neither a participant nor any other person shall, by reason of the 2011 Director Plan,
acquire any right in or title to any assets, funds or property of the Bank, including, without
limitation, any specific funds, assets or other property which the Bank may set aside in
anticipation of a liability under the 2011 Director Plan. A participant shall have only a
contractual right to the Common Stock or other amounts, if any, payable under the 2011 Director
Plan, unsecured by any assets of the Bank. Nothing contained in the 2011 Director Plan shall
constitute a guarantee that the assets of such entities shall be sufficient to pay any benefits to any
person.
Compliance with Code Section 409A
Notwithstanding any other provision in the 2011 Director Plan or an award to the
contrary, if and to the extent that Section 409A is deemed to apply to the 2011 Director Plan or
any award granted under the 2011 Director Plan, it is the general intention of the Bank that the
2011 Director Plan and all such awards shall comply with Section 409A, related regulations or
other guidance, and the 2011 Director Plan and any such award shall, to the extent practicable,
be construed in accordance therewith. Deferrals of shares issuable pursuant to a stock option or
any other award otherwise exempt from Section 409A in a manner that would cause Section
409A to apply shall not be permitted. Without in any way limiting the effect of the foregoing, in
the event that Section 409A, related regulations or other guidance require that any special terms,
provisions or conditions be included in the 2011 Director Plan or any award, then such terms,
provisions and conditions shall, to the extent practicable, be deemed to be made a part of the
2011 Director Plan or award, as applicable. Further, in the event that the 2011 Director Plan or
any award shall be deemed not to comply with Section 409A or any related regulations or other
guidance, then neither the Bank, the Administrator nor its or their designees or agents shall be
liable to any participant or other person for actions, decisions or determinations made in good
faith.
Federal Income Tax Consequences
Stock Options: The grant of a nonqualified stock option does not result in income for the
grantee or in a deduction for the Bank.
The exercise of a nonqualified stock option results in ordinary income for the grantee and
a business deduction for the Bank measured by the difference between the option’s exercise price
and the fair market value of the shares of Common Stock received at the time of exercise. If the
Bank is required to withhold income taxes in connection with the exercise of a nonqualified
stock option, the Administrator may, in its discretion, permit such withholding obligation to be
24

satisfied by the delivery of shares of Common Stock held by the grantee or to be delivered to the
grantee upon exercise of the stock option.
SARS: The grant of a SAR does not result in income for the grantee or in a business
deduction for the Bank for federal income tax purposes. Upon the exercise of a SAR, the grantee
recognizes ordinary income and the Bank is entitled to a business deduction measured by the
amount of cash received.
Vote Required
Approval of Proposal 3 requires the affirmative vote, either in person or by proxy, of the
holders of at least two-thirds of the Bank’s outstanding Common Stock entitled to vote on the
proposal. Abstentions and broker “non-votes” will have the same effect as voting “AGAINST”
the adoption of Proposal 3 because the required vote is based on the number of shares
outstanding rather than the number of votes cast.
RECOMMENDATION ON PROPOSAL 3
THE MEMBERS OF THE BANK’S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMEND A VOTE “FOR” THE PROPOSAL TO APPROVE THE ADOPTION OF
THE RUMSON-FAIR HAVEN BANK & TRUST COMPANY 2011 NON-EMPLOYEE
DIRECTOR STOCK OPTION AND EQUITY INCENTIVE PLAN.
25

MANAGEMENT
RUMSON-FAIR HAVEN BANK & TRUST COMPANY
Executive Officers
Name Position
Dennis J. Flanagan President, Chief Executive Officer, Chief
Financial Officer and Director
Joseph Castelluci, Esq. Executive Vice President, General Counsel,
Secretary and Director
Thomas Sannelli Senior Vice President
Dennis J. Flanagan, see “Proposal 1 – Election of Directors.”
Joseph Castelluci, Esq., see “Proposal 1 – Election of Directors.”
Thomas Sannelli has served as Senior Vice President of the Bank since 2006. He previously
served as Vice President with Shrewsbury State Bank from 2000 to 2005. He began his banking
career in 1976, serving in many capacities as a local Monmouth County community banker. Mr.
Sannelli currently serves on the boards of the Monmouth Council of Boy Scouts of America,
Westside Christian Academy, C.A.S.A. of Monmouth and Chairman of the Board of All Saints
Historic Landmark Trust Incorporated. He is a graduate of Christian Brothers Academy,
Brookdale Community College and the American Institute of Banking.
Executive Compensation
The following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Bank for the years ended December 31, 2010
and 2009 of the President and Chief Executive Officer of the Bank and the other executive
officers of the Bank whose annual salary and bonus compensation exceeded $100,000:
Name and Position Year
Robert E. Davis, Jr., Former
President and Chief Executive
Officer (2)
Dennis J. Flanagan, Executive Vice
President and Chief Financial
Officer (3)
Thomas Sannelli, Senior Vice
President
2010
2009
2010
2009
2010
2009
Salary and
Bonus
$ 209,700
196,000
$ 173,500
170,000
$ 117,600
112,500
Other Annual
Compensation (1)
$ 16,000
15,800
$ 12,739
12,600
$ 4,200
4,100
(1) Represents transportation allowances and 401(k) matching contributions.
Total
$ 225,700
211,800
$ 186,239
182,600
$ 121,800
116,600
(2) Mr. Davis’ employment as President and Chief Executive Officer of the Bank ended effective
January 7, 2011.

(3) Effective January 12, 2011, Dennis J. Flanagan was appointed President and Chief Executive
Officer of the Bank. During 2010, he served as Executive Vice President, Chief Financial Officer
and Secretary of the Bank.
Employment Agreements
On February 9, 2010, Dennis J. Flanagan entered into an employment agreement with the
Bank which provided for a two-year term. Upon the expiration of the initial two-year term, the
agreement will automatically renew for successive one-year periods. The employment
agreement provides for a base compensation for Mr. Flanagan of $153,500 per year and provides
that Mr. Flanagan is eligible to participate in the Bank’s bonus program, under which he may
receive a bonus of up to thirty-three percent (33%) of Mr. Flanagan’s then current base salary.
Bonus compensation is based on, among other things, Mr. Flanagan’s performance and the
Bank’s loan and deposit growth and overall profitability. The Personnel and Compensation
Committee of the Bank’s Board of Directors will determine the amount of any such bonuses. In
the event the Bank terminates Mr. Flanagan’s employment agreement without cause, Mr.
Flanagan is entitled to (i) a severance payment equal to the greater of (a) the value of the
remaining time left in the agreement term based on current salary or (b) twelve (12) months’
current salary, plus (ii) a pro-rata share of any annual bonus for the year of termination, (iii) the
pro-rata value of all employee-related benefits and the automobile allowance calculated on the
same basis as the severance payment and (iv) payment for any accrued yet unused vacation time.
In addition, all unvested stock options previously awarded shall fully vest and be immediately
exercisable. In the event that Mr. Flanagan’s duties and responsibilities or his total annual
compensation and/or benefits are substantially diminished in connection with a change of control
of the Bank (as such term is defined in the agreement), Mr. Flanagan will have the option to
terminate the employment agreement and receive the severance payments described above for a
period of eighteen (18) months.
On January 7, 2008, Mr. Thomas Sannelli entered into a change of control agreement
with the Bank for a one-year term. The term of the agreement is to continue in full force and
effect for one year so long as Mr. Sannelli is employed by the Bank. In the event the Bank
terminates Mr. Sannelli without cause in connection with a change in control of the Bank (as
such term is defined in the agreement), he will be entitled to a severance payment in an amount
equal to (i) his monthly salary then in effect multiplied by twelve, plus (ii) an amount equal to
the largest annual cash bonus payment made to him for services provided in any of the three
years ended December 31 of the year preceding the year in which the change of control event
occurs, plus (iii) an amount equal to the product of the cash equivalent of the monthly benefits
provided to him by the Bank at the time of the change of control event multiplied by twelve.
During the agreement term and for a period of six months following termination by Mr. Sannelli
of the change of control agreement for any reason, he may not commence employment with or
render service to any other bank or banking institution within the state of New Jersey.
Director Compensation
In 2010 the Board of Directors, excluding employee directors, were paid fees for
attending board and committee meetings. Payment of such fees was in the form of newly-issued
shares of the Bank’s Common Stock, as previously approved by the stockholders. For all of
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2010, a total of 6,690 shares of Common Stock were issued, in the aggregate, to nine nonemployee
directors. The expense associated with the issuance of these common shares amounted
to $41,750. There were no other forms of compensation paid to the directors.
Meetings of the Board of Directors
The Board of Directors holds regularly-scheduled meetings and special meetings are
held, as circumstances require. During 2010 the Board of Directors held ten meetings, with all
directors attending seventy-five percent (75%) or more of such meetings with the exception of
Judith Stanley Coleman, who passed away in August 2010, Stephen P. Kelleher, who was
elected as a director on June 21, 2010, and Thomas I. Unterberg, who resigned from the Board
on May 10, 2010 before being re-elected as a director on February 14, 2011.
Committees of the Board of Directors
Executive Committee
The Executive Committee of the Board of Directors, to the extent permitted by applicable
law, sometimes acts on behalf of the full Board of Directors in its absence and has the authority
to address corporate matters between meetings of the full Board. All significant actions of the
Executive Committee must be ratified by the full Board of Directors. For the year ended
December 31, 2010, the Board of Directors did not appoint an Executive Committee.
Audit Committee
The Bank has a standing Audit Committee comprised of three (3) members of the Board
of Directors. The Audit Committee arranges for the Bank’s examination through its independent
accountants. The Audit Committee, currently consisting of R. Van Whisnand, Stephen P.
Kelleher and Herbert M. Gardner, who serves as the Chairperson, held four meetings during
2010, with all directors attending seventy-five percent (75%) or more of such meetings.
Personnel and Compensation Committee
The Personnel and Compensation Committee of the Board of Directors is responsible for
determining whether the compensation and benefits packages offered by the Bank are suitable
and do not provide excessive benefits or result in material financial loss to the Bank. The
Personnel and Compensation Committee is also responsible for approving or recommending to
the Board compensation packages and plans for senior management and directors. These
compensation packages include salaries, bonuses, vacations, termination benefits, profit-sharing
plans, contributions to employee pension plans, stock option and stock purchase plans,
indemnification agreements and employment/change of control contracts.
For the year ended December 31, 2010, the Personnel and Compensation Committee
consisted of directors Joseph Castelluci, Esq., Thomas I. Unterberg and Judith Stanley Coleman,
with Mr. Unterberg having served as the Chair of the Personnel and Compensation
Committee. Each member of the Personnel and Compensation Committee qualified as an
independent director in accordance with the NASDAQ Listing Rules. The members of the
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Personnel and Compensation Committee met once during 2010, in addition to holding informal
discussions regarding compensation matters during 2010.
Code of Conduct/Ethics Policy
Officers, employees and directors of the Bank are held to the highest standards of honest
and ethical conduct when conducting the affairs of the Bank. All such individuals must act
ethically at all times in accordance with the policies contained in the Bank’s Code of
Conduct/Ethics Policy.
Related Party Transactions
The directors and officers of the Bank and their associates are customers of the Bank and
accordingly, conduct banking activities with the Bank, including loan and deposit transactions.
Loans to directors, officers and their associates are made in the ordinary course of the Bank’s
business, in accordance with applicable laws, and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons, and do not involve more than the normal risk of collectibility or present
other features that would be unfavorable to the Bank.
The Bank entered into a lease agreement for a branch office with JNM Holdings, Inc. of
which a former director of the Bank is the owner. The negotiations with respect to this lease
were conducted at arm’s length and the Board of Directors of the Bank believes, based on an
opinion of an independent appraiser, that the terms and conditions of the lease are comparable to
terms that would have been available to the Bank from an unaffiliated third party.
W.J. Barrett Associates, of which director William J. Barrett is President, leases space in
the Bank’s Fair Haven branch. The Board of Directors of the Bank believes that the terms and
conditions of the lease are comparable to terms that would have been provided by the Bank to an
unaffiliated third party.
The law firm of Peluso Castelluci & Weintraub, P.C. was retained by the Bank during
2010 to provide legal services, for which the law firm was paid $48,000 by the Bank. Joseph
Castelluci, Esq., Executive Vice President, General Counsel, Secretary and a director of the
Bank, was a member of Peluso Castelluci & Weintraub, P.C. during 2010, but resigned from his
position at the law firm as of January 18, 2011 in connection with his appointment as Executive
Vice President, General Counsel and Secretary of the Bank.
During 2010 and prior to his election as a member of the Board, William Van Winkle
was employed by NYLEX Benefits, a subsidiary of New York Life Insurance Company, from
which the Bank purchased a Bank Owned Life Insurance (BOLI) policy during 2010. Mr. Van
Winkle and his son, who was also employed by NYLEX Benefits in 2010, each received a onetime
commission equal to approximately $40,000 from NYLEX Benefits in connection with this
transaction. The commissions paid to Mr. Van Winkle and his son are amortized over the life of
the BOLI policy.
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ANNUAL REPORT
The annual report to stockholders for the year ended December 31, 2010 accompanies
this proxy statement. ParenteBeard LLC has audited the Bank’s consolidated financial
statements for the years ended December 31, 2010 and 2009, which statements are contained in
the annual report to stockholders. Such annual report, including the audited consolidated
financial statements contained therein, is not incorporated in this proxy statement and is not to be
deemed a part of the proxy soliciting material.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Selection of the independent public accountants for the Bank is made by the Audit
Committee of the Board of Directors. ParenteBeard LLC was the Bank’s independent public
accountants for the years ended December 31, 2010 and 2009.
SOLICITATION OF PROXIES
The proxy solicitation is being made by the Board of Directors and the cost of the
solicitation will be borne by the Bank. In addition to the use of the mails, officers, directors and
employees of the Bank who will not be specially compensated for such solicitation activities,
may solicit proxies personally, by telephone or by facsimile transmission. Arrangements may be
made with brokerage houses and other custodians, nominees and fiduciaries for forwarding
solicitation materials to beneficial owners of shares held of record by such persons, and the Bank
will reimburse such parties for their reasonable expenses incurred in that connection.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be included in the Bank’s 2012 proxy material must be
received by the Secretary of the Bank no later than December 1, 2011.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may come before the
Annual Meeting. However, in the event such other matters come before the Annual Meeting, it
is the intention of the persons named in the proxy to vote on any such matters in accordance with
the recommendation of the Board of Directors.
Stockholders are urged to sign and date the enclosed proxy, which is solicited on behalf
of the Board of Directors, and return it in the enclosed prepaid envelope.
March 18, 2011
By Order of the Board of Directors
William J. Barrett
Chairman of the Board
Rumson, New Jersey