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

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.