================================================================================


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

    (Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

       For the quarterly period ended         September 30, 2000
                                      ----------------------------------------
                                       or

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                For the transition period from __________ to ______________
                Commission File Number: 1-6451

                                 SUMMIT BANCORP.

             (Exact name of registrant as specified in its charter)

         New Jersey                                       22-1903313
-------------------------------------------------------------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

  301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey       08543-2066
-------------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)

                                 (609) 987-3200
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



-------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

            Indicate  by check mark  whether  the  registrant  (1) has filed all
       reports  required  to be filed by Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 during the  preceding 12 months (or for such shorter
       period that the registrant  was required to file such  reports),  and (2)
       has been subject to such filing requirements for the past 90 days.

                                 [X] Yes [ ] No

             As of October 31, 2000 there were 174,315,275 shares of
                   common stock, $.80 par value, outstanding.


===============================================================================


<PAGE>
                                 Summit Bancorp
                                    Form 10-Q
                                      Index

                                                                        Page No.
Part I   Financial Information

Item 1.  Financial Statements (unaudited)

         Consolidated Balance Sheets-
             September 30, 2000, December 31, 1999, and September 30, 1999.....1

         Consolidated Statements of Income-
             Three and Nine Months Ended September 30, 2000, and 1999..........2

         Consolidated Statements of Shareholders' Equity-
             Nine Months Ended September 30, 2000, and 1999....................3

          Consolidated Statements of Cash Flows-
             Nine Months Ended September 30, 2000, and 1999....................4

          Notes to Consolidated Financial Statements (unaudited)...............5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...................................7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........22

Part II. Other Information

Item 1.  Legal Proceedings....................................................23

Item 2.  Changes in Securities and Use of Proceeds............................23

Item 3.  Defaults Upon Senior Securities......................................23

Item 4.  Submission of Matters to a Vote of Security Holders..................23

Item 5.  Other Information....................................................23

Item 6.  Exhibits and Reports on Form 8-K.....................................23

         Signature............................................................24

         Exhibit Index........................................................25












                                       ii
<PAGE>

                                                Summit Bancorp and Subsidiaries
                                                  Consolidated Balance Sheets
                                                           Unaudited
                                                         (In thousands)

<TABLE>
<CAPTION>
                                                                          September 30,       December 31,        September 30,
                                                                               2000               1999                1999
                                                                          ------------        ------------        ------------
Assets
<S>                                                                       <C>                 <C>                 <C>
Cash and due from banks                                                   $  1,137,376        $  1,160,577        $  1,084,844
Federal funds sold and securities purchased
    under agreements to resell                                                   4,075               5,000               3,384
Interest-bearing deposits with banks                                            27,131              32,870              45,742
Securities:
   Trading account                                                              23,596              20,118              13,072
   Available for sale                                                        6,599,104           5,199,121           5,187,430
   Held to maturity                                                          4,705,468           5,597,383           5,951,191
                                                                          ------------        ------------        ------------

    Total securities                                                        11,328,168          10,816,622          11,151,693
Loans (net of unearned discount):
   Commercial                                                                9,673,065           8,134,497           8,127,470
   Commercial mortgage                                                       3,252,707           3,174,370           3,130,815
   Residential mortgage                                                      5,524,123           5,747,927           5,510,204
   Consumer                                                                  6,955,496           6,170,162           5,967,565
                                                                          ------------        ------------        ------------

        Total loans                                                         25,405,391          23,226,956          22,736,054
   Less: Allowance for loan losses                                             334,441             328,828             328,815
                                                                          ------------        ------------        ------------

        Net loans                                                           25,070,950          22,898,128          22,407,239
                                                                          ------------        ------------        ------------

Goodwill and other intangibles                                                 564,906             519,362             528,393
Premises and equipment                                                         322,186             315,632             315,398
Accrued interest receivable                                                    271,563             214,797             223,690
Due from customers on acceptances                                               26,334              22,311              23,467
Corporate owned life insurance                                                 313,356               8,515               8,470
Other assets                                                                   398,953             385,161             371,018
                                                                          ------------        ------------        ------------

Total Assets                                                              $ 39,464,998        $ 36,378,975        $ 36,163,338
                                                                          ============        ============        ============

Liabilities and Shareholders' Equity
Deposits:
    Non-interest bearing demand deposits                                  $  5,266,650        $  4,966,400        $  4,871,911
    Interest-bearing deposits:
        Savings and time deposits                                           20,453,268          18,653,398          18,615,599
        Commercial certificates of deposit $100,000 and over                   924,729           1,018,848             863,655
                                                                          ------------        ------------        ------------

            Total deposits                                                  26,644,647          24,638,646          24,351,165
                                                                          ------------        ------------        ------------

Other borrowed funds                                                         5,116,787           4,593,064           4,525,690
Accrued expenses and other liabilities                                         368,882             357,152             349,910
Accrued interest payable                                                       124,501             100,845              91,260
Bank acceptances outstanding                                                    26,334              22,311              23,467
Long-term debt                                                               4,153,961           3,864,777           3,970,698
                                                                          ------------        ------------        ------------

    Total liabilities                                                       36,435,112          33,576,795          33,312,190
Shareholders' equity:
    Common stock par value $ .80:  Authorized 390,000 shares;
      issued 177,263; 177,471; and 177,510 shares                              141,810             141,977             142,008
    Surplus                                                                    914,455             959,934             956,934
    Retained earnings                                                        2,157,357           1,948,985           1,896,194
    Employee stock ownership plan obligation                                      --                (1,250)             (1,250)
    Accumulated other comprehensive loss, net of tax                           (82,109)            (85,841)            (48,612)

Common stock held in treasury, at cost (3,671; 4,825; 2,744 shares)           (101,627)           (161,625)            (94,126)
                                                                          ------------        ------------        ------------

       Total shareholders' equity                                            3,029,886           2,802,180           2,851,148
                                                                          ------------        ------------        ------------

Total Liabilities and Shareholders' Equity                                $ 39,464,998        $ 36,378,975        $ 36,163,338
                                                                          ============        ============        ============


                                  See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                                               1
<PAGE>

                                            Summit Bancorp and Subsidiaries
                                           Consolidated Statements of Income
                                                       Unaudited
                                         (In thousands, except per share data)

<TABLE>
<CAPTION>
<S>                                                     <C>              <C>              <C>              <C>
                                                             Three Months Ended                Nine Months Ended
                                                               September 30,                     September 30,
                                                        ---------------------------       ---------------------------

                                                           2000             1999             2000             1999
                                                        ----------       ----------       ----------       ----------
Interest Income
Loans                                                   $  532,021       $  428,820       $1,502,664       $1,239,532
Securities:
   Trading account                                             688              134            1,768              351
   Available for sale                                      109,585           75,728          312,626          195,358
   Held to maturity                                         76,885           95,778          244,096          293,168
                                                        ----------       ----------       ----------       ----------
     Total securities                                      187,158          171,640          558,490          488,877
Other interest income                                          741              858            2,377            2,065
                                                        ----------       ----------       ----------       ----------
     Total interest income                                 719,920          601,318        2,063,531        1,730,474
                                                        ----------       ----------       ----------       ----------

Interest Expense
  Savings and time deposits                                214,958          165,873          586,498          474,622
  Commercial certificates of deposit $100,000 and over      13,636            9,931           39,300           30,966
  Borrowed funds, including long-term debt                 153,270          104,206          419,888          289,643
                                                        ----------       ----------       ----------       ----------
      Total interest expense                               381,864          280,010        1,045,686          795,231
                                                        ----------       ----------       ----------       ----------
      Net interest income                                  338,056          321,308        1,017,845          935,243
  Provision for loan losses                                 25,000           76,500           69,500          109,500
                                                        ----------       ----------       ----------       ----------
      Net interest income after provision for
        loan losses                                        313,056          244,808          948,345          825,743
                                                        ----------       ----------       ----------       ----------
Non-Interest Income
  Service charges on deposit accounts                       32,686           31,199           96,093           90,842
  Service and loan fee income                               16,527           14,559           51,893           46,194
  Insurance service fees                                    13,993            8,300           39,588           24,540
  Trust income                                              13,981           13,130           41,439           37,900
  Retail investment fees                                     9,836            9,921           33,395           30,691
  Corporate owned life insurance                             5,445             --              5,445             --
  Securities gains                                             373            4,744            3,219            7,055
  Other                                                     25,142           22,846           63,412           61,561
                                                        ----------       ----------       ----------       ----------
       Total non-interest income                           117,983          104,699          334,484          298,783
                                                        ----------       ----------       ----------       ----------
Non-Interest Expenses
  Salaries                                                  96,700           87,158          278,102          250,090
  Pension and other employee benefits                       29,939           28,420           92,496           87,569
  Furniture and equipment                                   26,117           23,872           77,052           68,840
  Occupancy, net                                            21,389           20,218           64,924           59,316
  Amortization of goodwill and other intangibles             9,878            8,257           28,790           20,596
  Communications                                             9,462            9,331           28,381           28,645
  Advertising and public relations                           5,857            5,758           18,194           17,213
  Other                                                     37,542           28,943          114,912           92,341
                                                        ----------       ----------       ----------       ----------
     Total non-interest expenses                           236,884          211,957          702,851          624,610
                                                        ----------       ----------       ----------       ----------
Net income before taxes                                    194,155          137,550          579,978          499,916
  Federal and state income taxes                            60,691           43,931          191,499          167,219
                                                        ----------       ----------       ----------       ----------
Net Income                                              $  133,464       $   93,619       $  388,479       $  332,697
                                                        ==========       ==========       ==========       ==========
Net Income per Common Share:
     Basic                                              $     0.77       $     0.54       $     2.23       $     1.93
     Diluted                                                  0.76             0.53             2.22             1.91

Average Common Shares Outstanding:
     Basic                                                 173,850          173,979          174,111          172,809
     Diluted                                               174,789          175,527          175,092          174,423

                             See accompanying Notes to Consolidated Financial Statements.
</TABLE>



                                                          2
<PAGE>
<TABLE>
<CAPTION>
                                                   Summit Bancorp and Subsidiaries
                                           Consolidated Statements of Shareholders' Equity
                                                              Unaudited
                                                           (In thousands)

                                                                                         Accum. Other                   Total
                                           Common                Retained       ESOP    Comprehensive    Treasury    Shareholders'
                                            Stock     Surplus    Earnings    Obligation    (Loss)         Stock         Equity
                                          ----------------------------------------------------------------------------------------
<S>                                       <C>        <C>          <C>          <C>        <C>       <C>          <C>
Balance, December 31, 1998                $142,106  $1,013,393  $1,728,135     $(3,394)    $12,087      $(169,900)    $2,722,427
Comprehensive income:
 Net income                                     --          --     332,697          --          --             --        332,697
 Unrealized loss on securities arising
  during the period (net of tax $30,215)        --          --          --          --     (56,113)            --
 Less: Reclassification adjustment for
 gains  included in net income
 (net of tax $2,469)                            --          --          --          --       4,586             --
                                                                                          --------
 Net unrealized loss on securities
  arising during the period
  (net of tax $32,684)                          --          --          --          --     (60,699)            --        (60,699)
                                                                                                                      ----------
 Total comprehensive income                     --          --          --          --          --             --        271,998
Cash dividend declared on common stock          --          --    (164,638)         --          --             --       (164,638)
Employee stock plans (837 shares)              (98)    (46,451)         --          --          --         40,824         (5,725)
Treasury shares issued for acquisitions
        (8,541 shares)                          --     (10,008)         --          --          --        352,677        342,669
Purchase of common stock (8,371 shares)         --          --          --          --          --       (317,727)      (317,727)
ESOP debt repayment                             --          --          --       2,144          --             --          2,144
                                          ----------------------------------------------------------------------------------------

Balance, September 30, 1999               $142,008    $956,934  $1,896,194     $(1,250)   $(48,612)      $(94,126)    $2,851,148
                                          ========================================================================================

Balance, December 31, 1999                $141,977    $959,934  $1,948,985     $(1,250)   $(85,841)     $(161,625)    $2,802,180
Comprehensive income:
 Net income                                     --          --     388,479          --          --             --        388,479
 Unrealized gain on securities arising
  during the period  (net of tax $3,213)        --          --          --          --       5,839             --
 Less: Reclassification adjustment for
  gains included in net income
  (net of tax $1,112)                           --          --          --          --       2,107             --
                                                                                          --------
 Net unrealized gain on securities
  arising during the period
  (net of tax $2,101)                           --          --          --          --       3,732             --          3,732
                                                                                                                      ----------
 Total comprehensive income                     --          --          --          --          --             --        392,211
Cash dividend declared on common stock          --          --    (180,107)         --          --             --       (180,107)
Employee stock plans (1,093 shares)           (167)    (19,321)         --          --          --         33,701         14,213
Treasury shares issued for acquisitions
  (3,912 shares)                                --     (26,158)         --          --          --        129,903        103,745
Purchase of common  stock  (3,851 shares)       --          --          --          --          --       (103,606)      (103,606)
ESOP debt repayment                             --          --          --       1,250          --             --          1,250
                                          ----------------------------------------------------------------------------------------

Balance, September 30, 2000               $141,810    $914,455  $2,157,357     $    --    $(82,109)     $(101,627)    $3,029,886
                                          ========================================================================================

                                   See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                                                 3

<PAGE>

                                     Summit Bancorp and Subsidiaries
                                  Consolidated Statements of Cash Flows
                                                Unaudited
                                             (In thousands)

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                                September 30
                                                                     ----------------------------------
Operating Activities                                                       2000                1999
                                                                     ---------------     --------------
<S>                                                                      <C>                <C>
  Net income                                                             $   388,479        $   332,697
  Adjustments to reconcile net income to net cash

     provided by operating activities:
       Provision for loan losses                                              69,500            109,500
       Depreciation, amortization and accretion, net                          62,566             46,537
       Gains on sales of securities                                           (3,219)            (7,055)
       Gains on sales of residential mortgages held for sale                  (5,141)           (12,766)
      (Gains) loss on sales of other real estate owned
                                                                              (2,219)             1,144
       Proceeds from the sales of other real estate owned                      6,402              4,206
       Proceeds from the sales of residential mortgages held for sale        291,390            565,515
       Originations of mortgages held for sale                              (548,069)          (606,424)
       Net decrease in trading account securities                             (3,478)              (519)
       Net change in other accrued and deferred income and expense           (42,523)             5,153
                                                                     ---------------     --------------
          Net cash provided by operating activities                          213,688            437,988
                                                                     ---------------     --------------
Investing Activities
  Purchases of securities held to maturity                                      (962)        (1,657,196)
  Purchases of securities available for sale                              (2,026,333)        (2,965,316)
  Proceeds from maturities of securities held to maturity                    940,058          1,747,995
  Proceeds from maturities of securities available for sale                  672,817          1,402,988
  Proceeds from sales of securities available for sale                        45,898            543,431
  Net increase in federal funds sold, securities purchased under
     agreements to resell and interest bearing deposits with banks             5,642             24,809
  Net increase in loans                                                   (1,727,120)          (894,856)
  Purchases of premises and equipment, net                                   (64,558)           (50,170)
  Purchase of corporate owned life insurance                                (300,000)              --
                                                                     ---------------     --------------
          Net cash used in investing activities                           (2,454,558)        (1,848,315)
                                                                     ---------------     --------------
Financing Activities
  Net increase in deposits                                                 1,702,663            205,299
  Net increase in short-term borrowings                                      536,475          1,327,754
  Principal payments on long-term debt                                    (1,279,438)          (190,343)
  Proceeds from the issuance of long-term debt                             1,514,261            471,185
  Dividends paid                                                            (176,129)          (160,028)
  Purchase of common stock                                                  (103,606)          (317,727)
  Proceeds from issuance of common stock under stock option plans              8,305              8,245
                                                                     ---------------     --------------
          Net cash provided by financing activities                        2,202,531          1,344,385
                                                                     ---------------     --------------
Decrease in cash and due from banks                                          (38,339)           (65,942)
Beginning cash balance of acquired entities                                   15,138             20,927
Cash and due from banks at beginning of period                             1,160,577          1,129,859
                                                                     ---------------     --------------
Cash and due from banks at end of period                                 $ 1,137,376        $ 1,084,844
                                                                     ===============     ==============

Supplemental disclosure of cash flow information Cash paid:
     Interest payments                                                   $ 1,022,030        $   799,861
     Income tax payments                                                     178,433            131,176

Noncash investing activities:
     Net transfer of loans to other real estate owned                          1,378              6,446
</TABLE>



                                                   4
<PAGE>

                         Summit Bancorp and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.) Basis of Presentation

The accompanying financial statements reflect, in the opinion of management, all
normal  recurring  adjustments  necessary  to present  fairly  the  consolidated
financial position of Summit Bancorp and subsidiaries  ("Summit  Bancorp"),  and
its  consolidated  results of operations,  changes in  shareholders'  equity and
changes in cash flows. All significant  inter-company  accounts and transactions
have been eliminated in consolidation.  In all material respects,  the financial
statements   presented  comply  with  the  current  reporting   requirements  of
supervisory authorities.  Certain prior period amounts have been reclassified to
conform  to  the  financial  statement  presentation  of  2000.  For  additional
information  and  disclosures   required  under  generally  accepted  accounting
principles,  reference is made to Summit  Bancorp's  1999 Annual  Report on Form
10-K.

2.) Acquisitions

On September 11, 2000, Summit Bancorp completed the acquisition of Howard Lawson
and Co. LLC, a Philadelphia, Pennsylvania-based middle market investment banking
and corporate advisory firm. The acquisition  supports Summit Bancorp's strategy
to expand fee based advisory service capabilities. The transaction was accounted
for as a purchase.  The cost in excess of the fair value of net assets  acquired
resulted in goodwill of $9.2 million, amortized over a 10 year period.

On March 29,  2000,  Summit  Bancorp  completed  the  acquisition  of NMBT Corp.
("NMBT").  NMBT was  headquartered  in New Milford,  Connecticut and through its
subsidiary bank operated ten branches in western Connecticut with $430.0 million
in assets.  This acquisition was accounted for as a purchase,  with the issuance
of 2.6 million shares of treasury stock. The cost in excess of the fair value of
net assets acquired resulted in goodwill and other intangibles of $36.6 million,
amortized over a 20 year period.

On March 17, 2000,  Summit Bancorp  completed its acquisition of selected assets
of Patgo Insurance Agency,  Inc., Patgo South, Inc., Patgo  International,  Inc.
and Crown  Insurance  Agency,  Inc. These  companies  provided both property and
casualty  insurance and group benefit  services.  This acquisition was accounted
for as a  purchase  with the cost in  excess  of the  fair  value of net  assets
acquired resulting in goodwill and other intangibles of $4.3 million,  amortized
over a 10 year period.

On February 29, 2000, Summit Bancorp completed its acquisition of Meeker Sharkey
Financial Group. Meeker Sharkey Financial Group offered an array of property and
casualty products, group health insurance benefits and retirement plan services.
This  transaction  was  accounted  for as a purchase  with the  issuance  of 1.3
million  shares of treasury  stock.  The cost in excess of the fair value of net
assets  acquired  resulted in goodwill and other  intangibles  of $24.1 million,
amortized over a 10 year period.

3.) Net Income per Common Share

Basic net income per common  share is  calculated  by dividing net income by the
weighted average common shares outstanding during the period. Diluted net income
per common  share is computed  similarly  to that of basic net income per common
share,  except  that the  denominator  is  increased  to  include  the number of
additional  common shares that would have been  outstanding  if all  potentially
dilutive  common  shares,  principally  stock  options,  were issued  during the
reporting period.
<TABLE>
<CAPTION>
<S>                                                        <C>              <C>             <C>         <C>
---------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                   Three Months Ended Sept. 30,   Nine Months Ended Sept. 30,
---------------------------------------------------------------------------------------------------------------------
                                                                 2000            1999             2000          1999
---------------------------------------------------------------------------------------------------------------------
Net Income                                                 $  133,464       $  93,619       $  388,479  $    332,697
=====================================================================================================================
Basic weighted-average common shares outstanding              173,850         173,979          174,111       172,809
Plus: Common stock equivalents                                    939           1,548              981         1,614
---------------------------------------------------------------------------------------------------------------------
Diluted weighted-average common shares outstanding            174,789         175,527          175,092       174,423
=====================================================================================================================
Net Income per Common Share:
Basic                                                       $    0.77       $    0.54        $    2.23  $       1.93
Diluted                                                          0.76            0.53             2.22          1.91
=====================================================================================================================
</TABLE>

                                       5
<PAGE>

4.) Restructuring Charges

During  the fourth  quarter of 1999,  a  restructuring  charge of $27.9  million
pretax,  ($17.1  million,  or $0.10 per diluted share after tax) was recorded in
conjunction  with the realignment of key lines of business and lines of support.
The realignment  eliminated  approximately 260 positions.  Employees affected by
the realignment  were notified at the time of the  restructure.  The table below
displays the status of accrual  reserves for business  restructuring  charges at
September 30, 2000. The majority of the  restructuring  charge is expected to be
utilized by year-end December 31, 2000.

-------------------------------------------------------------------------------
Restructuring Charges
(In millions)
-------------------------------------------------------------------------------
                             Recorded          Utilization          Remaining
Type of cost                Liability            to date            Liability
-------------------------------------------------------------------------------
Severance and benefits     $   26.1             $  24.6            $   1.5
Real estate and other           1.8                 0.6                1.2
-------------------------------------------------------------------------------
  Total                    $   27.9             $  25.2            $   2.7
-------------------------------------------------------------------------------

5.) Recent Accounting Pronouncements

In September  2000, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 140,  "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
SFAS No. 140 replaces SFAS No. 125,  "Accounting  for Transfers and Servicing of
Financial  Assets and  Extinguishments  of  Liabilities."  However,  most of the
provisions of SFAS 125 have been carried forward without  reconsideration.  SFAS
No. 140 revises the standards for accounting  and reporting for  securitizations
and other transfers of financial  assets and collateral,  servicing of financial
assets,  extinguishments of liabilities, and requires certain disclosures. While
certain  provisions  of SFAS No. 140 are currently in effect,  other  provisions
contained  in SFAS No. 140 are not  effective  until  fiscal  years ending after
December  15, 2000 and for  certain  transactions  entered  into after March 31,
2001. The adoption of SFAS No. 140 is not expected to have a material  impact on
the financial statements of Summit Bancorp.

In June 2000, the Securities  and Exchange  Commission  ("SEC") issued SEC Staff
Accounting  Bulletin ("SAB") No. 101 B. This statement delays the effective date
of SAB No.  101 until no later than the fourth  fiscal  quarter of fiscal  years
beginning after December 15, 1999. SAB No. 101 summarizes certain staff views in
applying  generally   accepted   accounting   principals   ("GAAP")  to  revenue
recognition in financial statements. The adoption of SAB No. 101 is not expected
to have a material impact on the financial statements of Summit Bancorp.

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments  and  Hedging  Activities-Deferral  of the  Effective  Date  of FASB
Statement No. 133." This  statement  delays the effective date of FASB Statement
No. 133 one year.  SFAS No. 133,  "Accounting  for  Derivative  Instruments  and
Hedging  Activities,"  as  amended  by SFAS No.  138,  "Accounting  for  Certain
Derivative  Instruments and Certain Hedging Activities,"  establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments  embedded  in other  contracts,  and for  hedging  activities.  This
standard requires recognition of all derivative  instruments as either assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments at fair value.  This statement is now effective for all fiscal years
beginning after June 15, 2000, on a prospective  basis. The adoption of SFAS No.
133 is not  expected  to have a material  impact on the  financial  position  or
results of operations of Summit Bancorp.

6.) Subsequent Events

On  October  1, 2000,  Summit  Bancorp  and  FleetBoston  Financial  Corporation
("FleetBoston") signed a definitive merger agreement providing for the merger of
Summit Bancorp into FleetBoston and a related stock option  agreement,  forms of
which  agreements  were filed with the Securities  and Exchange  Commission on a
Form 8-K dated  October 1, 2000.  Under  terms of the merger  agreement,  Summit
Bancorp  shareholders  will receive 1.02 shares of FleetBoston  common stock for
each share of Summit  Bancorp in a  fixed-stock  exchange.  The  transaction  is
expected to be generally  tax-free to shareholders  for U.S.  Federal income tax
purposes (other than cash received for fractional  shares) and is expected to be
accounted for as a  pooling-of-interests.  Subject to, among other requirements,
obtaining shareholder

                                       6
<PAGE>

and regulatory approval, the merger is expected to close in the first quarter of
2001. Board approval of the merger  agreement  constitutes a "change in control"
under the Summit  Bancorp  1999  non-executive  stock option plan and the Summit
Bancorp 1993 incentive stock and option plan. As a result of the occurrence of a
change  in  control  all  previously  unvested  outstanding  stock  options  and
restricted stock became immediately vested. The vesting of restricted stock will
result in  compensation  expense of  approximately  $22.0 million  pretax in the
fourth  quarter of 2000.  In addition,  there may be other merger  related costs
incurred in the fourth quarter of amounts not yet determined.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   ---------------------------------------------

Summit Bancorp is a bank holding company headquartered in Princeton, New Jersey.
Summit  Bancorp  owns  bank  subsidiaries  in  New  Jersey,  Pennsylvania,   and
Connecticut  and several active  non-bank  subsidiaries.  Summit  Bancorp's bank
subsidiaries provide a broad range of retail, insurance, commercial, and private
banking  services  as well as trust  and  investment  services  to  individuals,
businesses,   not-for-profit  organizations,   government  entities,  and  other
financial institutions.  These services are provided through an extensive branch
network,  including supermarket branches and private banking facilities, as well
as through  automated  teller  machines  and the  Internet.  On October 1, 2000,
Summit Bancorp and FleetBoston  Financial Corporation  ("FleetBoston")  signed a
definitive  merger  agreement  providing  for the merger of Summit  Bancorp into
FleetBoston.  Under terms of the  agreement,  Summit Bancorp  shareholders  will
receive 1.02 shares of FleetBoston common stock for each share of Summit Bancorp
in a fixed-stock exchange.  The transaction is expected to be generally tax-free
to shareholders (other than cash received for fractional shares) and is expected
to be  accounted  for  as a  pooling-of-interests.  The  merger  is  subject  to
shareholder  and  regulatory  approval  and is  expected  to close in the  first
quarter of 2001.

FINANCIAL CONDITION

Total assets at  September  30, 2000,  were $39.5  billion,  an increase of $3.1
billion,  or 8.5 percent,  from year-end 1999. The growth came most notably from
the loan  portfolios  and was primarily  funded with an increase in deposits and
borrowed funds.  The increase in total assets  attributable to acquisitions  was
approximately $439.9 million.

Total  securities  at September  30, 2000,  were $11.3  billion,  an increase of
$511.5  million,  or 4.7  percent,  from  year-end  1999.  The  growth  in total
securities due to acquisitions was $101.8 million.  Securities held to maturity,
which are carried at amortized  historical cost, are investments for which there
is a  positive  intent  and  ability  to hold to  maturity.  Securities  held to
maturity at September 30, 2000, were $4.7 billion and comprised U.S.  Government
and  Federal  agency  securities   totaling  $3.1  billion,   other  securities,
predominately  corporate  collateralized  mortgage obligations ("CMOs") totaling
$1.6 billion, and securities of state and political  subdivisions totaling $94.0
million.  Held to maturity securities decreased $891.9 million, or 15.9 percent,
from  year-end  1999 due  primarily to principal  repayments  and  maturities of
$940.1  million.  At September 30, 2000,  and December 31, 1999,  net unrealized
losses on  securities  held to maturity  amounted  to $152.9  million and $209.3
million, respectively.

Securities  available for sale are  investments  that may be sold in response to
changing  market and interest rate  conditions or for other  business  purposes.
Activity in this  portfolio  is  initiated  primarily  to manage  liquidity  and
interest  rate risk and to take  advantage  of  certain  market  conditions.  At
September 30, 2000,  securities  available for sale amounted to $6.6 billion and
predominately  comprised  $4.7  billion of U.S.  Government  and Federal  agency
securities  and  $1.5  billion  of CMOs.  Total  available  for sale  securities
increased  $1.4 billion,  or 26.9  percent,  from  year-end  1999.  The increase
resulted primarily from $2.0 billion in purchases  partially offset by sales and
maturities of $715.5 million.  These purchases were partially funded by the cash
flows from the securities held to maturity portfolio.

The loan portfolio,  which  represents  Summit's largest asset, is a significant
source of both  interest  and fee  income.  Elements of the loan  portfolio  are
subject to differing  levels of credit and interest rate risk.  Summit's lending
strategy stresses portfolio diversification by product, geography, and industry.
At September 30, 2000,  total loans  amounted to $25.4  billion,  an increase of
$2.2 billion, or 9.4 percent,  from year-end 1999. The growth in total loans due
to acquisitions was $269.3 million. The largest increases were in commercial and
consumer  loans,  which  grew $1.5  billion  and  $785.3  million  respectively.
Commercial mortgages increased $78.3 million and residential


                                       7
<PAGE>

mortgages   decreased  $223.8  million  from  year-end  1999.  The  increase  in
commercial  loans was primarily  related to loan growth in commercial  services,
specialized  industries and syndicated  loans. The increase in the consumer loan
portfolio was primarily attributed to home equity loan promotions and purchases.
Residential  mortgages totaling $390.0 million were sold since year-end December
31,  1999.  Mortgage  loans held for sale  amounted  to $89.1  million and $65.5
million for the periods  ended  September  30,  2000,  and  December  31,  1999,
respectively.

Corporate  owned life  insurance  increased  $304.8  million from  year-end 1999
primarily  related to the  implementation  of a corporate  owned life  insurance
program in June of 2000.

Deposits,    which   include    non-interest   bearing   demand   deposits   and
interest-bearing savings and time deposits, are a fundamental source of funding.
Summit  offers a variety of products  designed to attract and retain  customers,
with the primary focus on building and expanding  relationships.  Total deposits
were $26.6 billion at September  30, 2000,  an increase of $2.0 billion,  or 8.1
percent,  from  December 31, 1999.  Acquisitions  during the period  contributed
$303.3  million to the increase.  Savings and time  deposits,  at $20.5 billion,
increased $1.8 billion, or 9.7 percent,  from December 31, 1999. The growth came
most notably from retail  certificates of deposit,  which increased $1.5 billion
from  December  31,  1999,  as a  result  of the  introduction  of  several  new
certificate of deposit  products.  In addition,  the Summit  Navigator  Account,
increased  $1.2  billion,  or 40.0  percent,  from  year-end  1999.  The  Summit
Navigator  Account  is a  relationship  sweep  account  that  combines  banking,
investment,  and brokerage services into one account.  These increases more than
offset the decline of $708.1 million in other deposit products largely resulting
from a shift in the deposit  mix.  Non-interest  bearing  demand  deposits  also
increased by $300.3  million,  or 6.1 percent,  from year-end 1999 to total $5.3
billion at September 30, 2000. The increase in demand  deposits came mainly from
business and personal accounts. Partially offsetting these deposit increases was
a decline  in  commercial  certificates  of deposit  $100,000  and over of $94.1
million,  or 9.2  percent,  compared  to  December  31,  1999,  related to using
alternative funding sources to support balance sheet growth.

Other  borrowed  funds mainly  comprised  repurchase  agreements,  Federal funds
purchased,  Federal Home Loan Bank  borrowings  ("FHLB"),  and other  short-term
borrowings.  Other borrowed funds totaled $5.1 billion at September 30, 2000, an
increase of $523.7  million,  or 11.4  percent,  from  December  31,  1999.  The
increase in other  borrowed  funds is the result of asset growth and a change in
funding mix.

Total  long-term  debt was $4.2  billion at September  30, 2000,  an increase of
$289.2 million,  or 7.5 percent,  from year-end 1999. The increase was primarily
due to a shift in the funding mix.

Total shareholders'  equity at September 30, 2000, was $3.0 billion, an increase
of $227.7  million,  or 8.1 percent,  from  December 31, 1999.  The increase was
primarily attributed to retained profits.  Treasury stock at September 30, 2000,
amounted  to $101.6  million  a  reduction  of $60.0  million,  or 37.1  percent
compared to December 31, 1999, and comprised 3.7 million  shares.  The reduction
in treasury stock was the result of the issuance of shares for employee  benefit
plans and the purchase  acquisitions of NMBT and Meeker Sharkey Financial Group.
Included in  shareholders'  equity at September 30, 2000, was accumulated  other
comprehensive  loss, net of tax,  totaling $82.1 million,  compared to a loss of
$85.8  million  at  year-end  1999.  Accumulated  other  comprehensive  loss  is
comprised  principally of unrealized gains and losses, net of tax, on securities
available for sale.

Summit Bancorp's capital ratios for September 30, 2000, compared to select prior
periods and regulatory  requirements,  are shown in the following table.  Summit
Bancorp's bank  subsidiaries met the  well-capitalized  requirements for each of
the periods  presented.  The decreases in the ratios at September 30, 2000, were
principally attributable to asset growth.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                                      Minimum
                           Sept. 30,       Dec.31,     Sept. 30,      Required          Well
Selected Capital Ratios:     2000           1999          1999        Capital        Capitalized
------------------------------------------------------------------------------------------------
<S>                         <C>            <C>           <C>           <C>             <C>
   Equity to assets          7.68 %         7.70 %        7.88 %          -- %             -- %
   Leverage ratio            6.95           7.06          7.24          4.00             5.00
   Tier I capital            9.08           9.46          9.59          4.00             6.00
   Total risk-based         10.51          11.06         11.35          8.00            10.00
------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>


Non-performing Assets

Non-performing  assets include  non-performing loans and other real estate owned
("OREO") and are shown in the following table as of the dates indicated.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Non-performing Assets                                 Sept. 30,         Dec. 31,         Sept. 30,
(In thousands)                                          2000              1999              1999
------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>
Non-performing loans:
 Commercial and industrial                              $115,880         $  78,303         $  64,312
 Commercial mortgage                                      20,905            18,480            14,084
 Construction and development                              2,085             3,538             6,539
------------------------------------------------------------------------------------------------------
   Non-performing loans                                  138,870           100,321            84,935
OREO, net                                                  4,568             6,881             8,782
------------------------------------------------------------------------------------------------------
   Non-performing assets                                $143,438         $ 107,202         $  93,717
------------------------------------------------------------------------------------------------------
Loans, not included above, past due 90 days or more     $ 53,337         $  41,378         $  39,245
------------------------------------------------------------------------------------------------------
Non-performing loans to total loans                         0.55 %            0.43 %            0.37 %
Non-performing assets to total loans and OREO               0.56              0.46              0.41
------------------------------------------------------------------------------------------------------
</TABLE>


Average  non-performing loans were $110.9 million and $96.0 million for the nine
months ended September 30, 2000, and September 30, 1999, respectively.  Interest
income  received on  non-performing  loans amounted to $2.0 million for the nine
months ended  September  30, 2000,  compared to $2.3 million for the nine months
ended  September 30, 1999.  Loans which are past due 90 days or more but are not
included  in  non-performing  assets  are  primarily  residential  mortgage  and
consumer  loans  which  are  generally  well  secured  and  in  the  process  of
collection.

Potential  problem loans,  which are excluded from  non-performing  assets,  are
loans where  information  about  possible  credit  problems of borrowers  causes
management  to have  doubts as to the ability of such  borrowers  to comply with
loan  repayment  terms.  These loans  amounted to $43.3 million at September 30,
2000,  compared to $11.9  million and $7.1  million at December  31,  1999,  and
September 30, 1999, respectively.

Allowance for Loan Losses

The  allowance  for loan  losses is a  valuation  reserve  available  for losses
incurred or  inherent  in the loan  portfolio  and other  extensions  of credit.
Credit losses arise primarily from the loan  portfolio,  but may also be derived
from other credit-related  sources including commitments and other extensions of
credit,  guarantees,  and standby  letters of credit.  Additions are made to the
allowance through periodic provisions,  which are charged to expense. All losses
of principal are charged to the allowance when incurred or when a  determination
is made that a loss is expected.  Subsequent recoveries, if any, are credited to
the allowance.

A process has been  established to assess the  appropriateness  of the allowance
for loan losses and to identify the risks inherent in the loan  portfolio.  This
process  consists of the  identification  of specific  reserves  for  identified
problem loans, the calculation of general reserves, which includes a combination
of formula-driven allocations and minimum reserve levels by loan type and grade,
and the determination of the unallocated reserves.

Specific reserves are determined through assessment of the borrower's ability to
repay and the fair value of the underlying collateral,  for collateral dependent
loans, for each non-performing loan. If the carrying value of a loan exceeds the
discounted  expected cash flows or the value of the underlying  collateral,  the
excess is specifically  reserved or charged off. The level of specific  reserves
is generally the smallest component of the allowance for loan losses.

The calculation of the general reserve involves several steps. A historical loss
factor is applied to each loan and unused  commitment  by  business  segment and
loan grade.  The  historical  loss factors are  calculated  using a trailing six
quarter loss  migration  analysis.  Adjustments  are then made to the historical
loss  factors  based  on  six  quantitative   objective  elements  (delinquency,
non-performing  assets, watch lists, charge offs,  concentrations of credit, and
recoveries)  and three  subjective  elements  (economic  conditions,  the rating
assigned by the  internal  credit audit


                                       9
<PAGE>

department,  and other factors).  This  methodology is applied to the commercial
portfolio.  For the commercial  loan  portfolios,  the  historical  loss factor,
inclusive of the adjustment, is then compared to minimum reserve levels for each
loan grade.  The larger of the two factors is used in the  determination  of the
reserves.  The methodology for the retail portfolio  involves a six quarter loss
migration  analysis  which may be adjusted due to rising  trends or charge offs.
The  reserves  calculated  for the  residential  and  consumer  loans  employ  a
historical six quarter loss migration analysis.

The last  component of the loan loss  reserve is the  unallocated  reserve.  The
unallocated  reserve is based upon  management's  evaluation  of the  underlying
inherent risk in the loan portfolio.  The analysis of the  appropriate  level of
reserves,  in the  aggregate,  is based on the  level of  specific  and  general
reserves previously discussed and is also inclusive of: industry concentrations,
delinquency  trends,  economic  trends,  loan  growth  relative  to the  overall
allowance,  the level of  substandard  assets,  and the amount of allocated  and
unallocated  reserves  relative  to the total loan  portfolio.  The  unallocated
portion of the  allowance  for loan  losses,  in excess of specific  and general
reserves,  was $128.1 million at September 30, 2000,  compared to $119.8 million
at December 31, 1999.

The provision for loan losses for the third quarter of 2000 was $25.0 million, a
$51.5  million  decrease  from the same period a year ago, and $69.5 million for
the nine months ended, a decrease of $40.0 million,  from the same period a year
ago. The decrease in the provision for loan losses for the three months and nine
months ended  September  30, 2000,  was  primarily  attributed  to an additional
provision of $60.0  million in September of 1999.  The provision for loan losses
is charged to expense to bring the  allowance  for loan losses to a level deemed
appropriate  by  management  to  cover  the  credit  risk  inherent  in the loan
portfolio. The provision for loan losses may vary from quarter to quarter due to
loan growth,  the level of charge offs,  or an increase in the inherent  risk in
the loan  portfolio.  The  allowance  as a  percentage  of total  loans was 1.32
percent at  September  30,  2000,  compared to 1.42  percent and 1.45 percent at
December 31, 1999, and September 30, 1999, respectively.

The following tables show the transactions in the allowance for loan losses,  by
loan  category,  for the three and nine month periods ended  September 30, 2000,
and September 30, 1999,  and selected loan quality  ratios for the periods ended
September 30, 2000, December 31, 1999, and September 30, 1999.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Allowance for Loan Losses                                      Three Months Ended             Nine Months Ended
                                                                 September 30,                  September 30,
(In thousands)                                                2000             1999          2000          1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>               <C>
     Balance, beginning of period                        $     334,851  $     321,700  $       328,828   $   322,814
     Allowance of acquired institutions                              -          9,584            4,357        11,724
     Provision for loan losses                                  25,000         76,500           69,500       109,500
---------------------------------------------------------------------------------------------------------------------
                                                               359,851        407,784          402,685       444,038
---------------------------------------------------------------------------------------------------------------------
     Loans charged off:
         Commercial and industrial                              23,597         75,830           63,038       104,229
         Construction and development                                -              -                -            13
         Commercial mortgage                                       941              1            1,199         2,273
         Residential mortgage                                      676            578            2,655         3,526
         Consumer                                                6,533          6,918           19,183        22,083
---------------------------------------------------------------------------------------------------------------------
                  Total loans charged off                       31,747         83,327           86,075       132,124
---------------------------------------------------------------------------------------------------------------------
     Recoveries:
         Commercial and industrial                               3,918          2,193           11,262         8,058
         Construction and development                                -            142               38           989
         Commercial mortgage                                        35             15               74           756
         Residential mortgage                                       19             31              169           466
         Consumer                                                2,365          1,977            6,288         6,632
---------------------------------------------------------------------------------------------------------------------
                  Total recoveries                               6,337          4,358           17,831        16,901
---------------------------------------------------------------------------------------------------------------------
     Net charge offs                                            25,410         78,969           68,244       115,223
---------------------------------------------------------------------------------------------------------------------
     Balance, end of period                              $     334,441  $     328,815  $       334,441   $   328,815
=====================================================================================================================

---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       10


<PAGE>

Selected Loan Quality Ratios
------------------------------------------------------------------------------
                                      Sept. 30,       Dec. 31,      Sept. 30,
                                         2000           1999           1999
------------------------------------------------------------------------------
Net charge offs to average loans:
     Quarter-to-date                      0.40 %         0.32 %         1.41 %
     Year-to-date                         0.37           0.61           0.72
Allowance for loan losses to:
     Total loans at period end            1.32   %       1.42  %        1.45 %
     Non-performing loans               240.83         327.78         387.14
     Non-performing assets              233.16         306.74         350.86
------------------------------------------------------------------------------






















                                       11
<PAGE>

<TABLE>
<CAPTION>
                                               Summit Bancorp and Subsidiaries
                            Consolidated Average Balance Sheets with Resultant Interest and Rates
                                                          Unaudited
                                         (Tax-equivalent basis, dollars in thousands)

                                                                         Three Months Ended
                                          ---------------------------------------------------------------------------------
                                                    September 30, 2000                          September 30, 1999
                                          ----------------------------------------      -----------------------------------
                                            Average                      Average         Average                   Average
                                            Balance        Interest        Rate          Balance      Interest      Rate
                                          -------------    --------      ---------      -----------   ---------    --------
<S>                                       <C>              <C>                 <C>      <C>           <C>               <C>
Assets
Interest-earning assets:
  Federal funds sold and securities
   purchased under agreements to resell   $      16,758    $   358           8.50  %  $     27,872  $      415        5.91 %
  Interest-bearing deposits with banks          24,868         383           6.13           31,803         443        5.53
  Securities:
    Trading account                             27,578         688           9.92           15,309         144        3.73
    Available for sale                       6,367,946     109,783           6.90        4,858,464      75,988        6.26
    Held to maturity                         4,875,569      77,637           6.37        6,167,783      96,797        6.28
                                          -------------    --------      ---------      -----------   ---------    --------
      Total securities                      11,271,093     188,108           6.68       11,041,556     172,929        6.26
                                          -------------    --------      ---------      -----------   ---------    --------
  Loans, net of unearned discount:
    Commercial                               9,457,393     214,724           9.03        7,771,020     153,101        7.82
    Commercial mortgage                      3,221,955      66,027           8.20        3,049,055      61,698        8.09
    Residential mortgage                     5,764,662     105,001           7.29        5,549,722      98,495        7.10
    Consumer                                 6,854,520     147,364           8.55        5,792,765     116,741        8.00
                                          -------------    --------      ---------      -----------   ---------    --------
      Total loans                           25,298,530     533,116           8.38       22,162,562     430,035        7.70
                                          -------------    --------      ---------      -----------   ---------    --------
      Total interest-earning assets         36,611,249     721,965           7.85       33,263,793     603,822        7.20
                                          -------------    --------      ---------      -----------   ---------    --------
Non-interest earning assets:
  Cash and due from banks                    1,053,562                                     957,042
  Allowance for loan losses                   (335,419)                                   (332,077)
  Other assets                               1,874,377                                   1,395,619
                                          -------------                                 -----------
      Total non-interest earning assets      2,592,520                                   2,020,584
                                          -------------                                 -----------
Total Assets                            $   39,203,769                               $  35,284,377
                                          =============                                 ===========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Savings deposits                      $   11,885,675      93,629           3.13  % $  11,661,211      78,980        2.69   %
  Time deposits                              8,328,543     121,329           5.80        7,001,622      86,893        4.92
  Commercial certificates of
    deposit $100,000 and over                  858,923      13,636           6.32          788,110       9,931        5.00
                                          -------------    --------      ---------      -----------   ---------    --------
      Total interest-bearing deposits       21,073,141     228,594           4.32       19,450,943     175,804        3.59
                                          -------------    --------      ---------      -----------   ---------    --------
Other borrowed funds                         5,771,444      94,942           6.54        3,815,511      48,115        5.00
Long-term debt                               3,823,246      58,328           6.10        4,036,142      56,091        5.56
                                          -------------    --------      ---------      -----------   ---------    --------
      Total interest-bearing liabilities    30,667,831     381,864           4.95       27,302,596     280,010        4.07
                                          -------------    --------      ---------      -----------   ---------    --------
Non-interest bearing liabilities:
  Demand deposits                            5,071,040                                   4,697,696
  Other liabilities                            491,828                                     510,525
                                          -------------                                 -----------
      Total non-interest bearing             5,562,868                                   5,208,221
liabilities
  Shareholders' equity                       2,973,070                                   2,773,560
                                          -------------                                 -----------
Total Liabilities and Shareholders'
Equity                                  $   39,203,769                               $  35,284,377
                                          =============                                 ===========

Net Interest Spread                                        340,101           2.90 %                    323,812        3.13 %
                                                                         =========                                 ========
Tax-equivalent basis adjustment                             (2,045)                                     (2,504)
                                                           --------                                   ---------
Net Interest Income                                    $   338,056                                  $  321,308
                                                           ========                                   =========
Net Interest Margin                                                          3.70 %                                   3.86 %
                                                                         =========                                 ========
</TABLE>

                                                             12

<PAGE>

<TABLE>
<CAPTION>
                                                 Summit Bancorp and Subsidiaries
                              Consolidated Average Balance Sheets with Resultant Interest and Rates
                                                            Unaudited
                                          (Tax-equivalent basis, dollars in thousands)
                                                                               Year to Date
                                             ----------------------------------------------------------------------------------
                                                       September 30, 2000                          September 30, 1999
                                             ---------------------------------------       ------------------------------------
                                              Average                       Average         Average                   Average
                                              Balance        Interest        Rate           Balance      Interest       Rate
                                             -----------     ---------      --------       -----------   ----------   ---------
<S>                                       <C>              <C>                 <C>       <C>           <C>                <C>
Assets
Interest-earning assets:
  Federal funds sold and securities
   purchased under agreements to resell   $      13,265    $      689          6.94 %    $     22,626  $       910        5.38 %
  Interest-bearing deposits with banks           40,560         1,688          5.56            29,773        1,155        5.19
  Securities:
    Trading account                              24,966         1,878         10.05            12,186          430        4.72
    Available for sale                        6,099,929       313,249          6.85         4,271,410      196,296        6.13
    Held to maturity                          5,174,904       246,443          6.35         6,315,080      296,255        6.25
                                             -----------     ---------      --------       -----------   ----------   ---------
      Total securities                       11,299,799       561,570          6.63        10,598,676      492,981        6.20
                                             -----------     ---------      --------       -----------   ----------   ---------
  Loans, net of unearned discount:
    Commercial                                8,837,929       581,019          8.78         7,437,604      431,955        7.76
    Commercial mortgage                       3,190,401       193,915          8.10         2,940,324      177,265        8.04
    Residential mortgage                      5,816,278       315,833          7.24         5,600,750      298,973        7.12
    Consumer                                  6,560,157       415,260          8.46         5,557,732      335,173        8.06
                                             -----------     ---------      --------       -----------   ----------   ---------
      Total loans                            24,404,765      1,506,027         8.24        21,536,410    1,243,366        7.72
                                             -----------     ---------      --------       -----------   ----------   ---------
      Total interest-earning assets          35,758,389      2,069,974         7.73        32,187,485    1,738,412        7.22
                                             -----------     ---------      --------       -----------   ----------   ---------
Non-interest earning assets:
  Cash and due from banks                     1,052,800                                       956,920
  Allowance for loan losses                    (332,906)                                     (329,462)
  Other assets                                1,645,253                                     1,232,417
                                                                                           -----------
      Total non-interest earning assets       2,365,147                                     1,859,875
                                             -----------                                   -----------
Total Assets                              $  38,123,536                                 $  34,047,360
                                             ===========                                   ===========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Savings deposits                        $  11,828,148       266,613          3.01 %   $  10,997,588      212,085        2.58   %
  Time deposits                               7,744,729       319,885          5.52         7,023,997      262,537        5.00
  Commercial certificates of
    deposit $100,000 and over                   882,943        39,300          5.95           852,874       30,966        4.85
                                             -----------     ---------      --------       -----------   ----------   ---------
      Total interest-bearing deposits        20,455,820       625,798          4.09        18,874,459      505,588        3.58
                                             -----------     ---------      --------       -----------   ----------   ---------
Other borrowed funds                          5,506,542       254,939          6.18         3,497,126      128,244        4.90
Long-term debt                                3,788,917       164,949          5.80         3,900,156      161,399        5.52
                                             -----------     ---------      --------       -----------   ----------   ---------
      Total interest-bearing liabilities     29,751,279      1,045,686         4.69        26,271,741      795,231        4.05
                                             -----------     ---------      --------       -----------   ----------   ---------
Non-interest bearing liabilities:
  Demand deposits                             4,973,625                                     4,559,519
  Other liabilities                             490,544                                       502,457
                                             -----------                                   -----------
      Total non-interest bearing              5,464,169                                     5,061,976
liabilities
  Shareholders' equity                        2,908,088                                     2,713,643
                                             -----------                                   -----------
Total Liabilities and Shareholders'
      Equity                              $  38,123,536                                 $  34,047,360
                                             ===========                                   ===========

Net Interest Spread                                          1,024,288         3.04 %                      943,181        3.17 %
                                                                            ========                                  =========
Tax-equivalent basis adjustment                                 (6,443)                                     (7,938)
                                                             ---------                                   ----------
Net Interest Income                                     $    1,017,845                                 $   935,243
                                                             =========                                   ==========
Net Interest Margin                                                            3.83 %                                     3.92 %
                                                                            ========                                  =========
</TABLE>

                                                               13

<PAGE>

RESULTS OF OPERATIONS

Net income for the quarter ended  September  30, 2000,  was $133.5  million,  or
$0.77 per basic share,  compared to $93.6 million, or $0.54 per basic share, for
the third  quarter of 1999.  On a diluted  per share  basis,  net income for the
three months ended  September 30, 2000,  was $0.76 per diluted share compared to
$0.53 for the same period in 1999. The 1999 operating results include the impact
of $60.0  million,  or $0.20 per share after tax  additional  provision for loan
losses.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
(In thousands)                                           Three Months Ended                 Nine Months Ended
                                                            September 30,                     September 30,

                                                       2000             1999              2000           1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>             <C>            <C>
Financial data:
     Net income                                     $ 133,464         $ 93,619        $ 388,479      $ 332,697
     Per share-diluted                                   0.76             0.53             2.22           1.91
     Return on average assets                            1.35 %           1.05 %           1.36 %         1.31 %
     Return on average equity                           17.86            13.39            17.84          16.39
     Efficiency ratio                                   51.82            49.96            51.94          50.56
-----------------------------------------------------------------------------------------------------------------
Cash-basis financial data*:
     Net income                                     $ 142,926        $ 101,663        $ 415,875      $ 352,663
     Per share-diluted                                   0.82             0.58             2.38           2.02
     Return on average tangible assets                   1.47 %           1.16 %           1.48 %         1.40 %
     Return on average tangible equity                  23.35            17.26            23.33          19.82
     Efficiency Ratio                                   49.66            48.01            49.81          48.89
-----------------------------------------------------------------------------------------------------------------
</TABLE>

* Cash-basis  financial  data excludes the after tax impact of  amortization  of
goodwill and other intangibles.


Net Interest Income

Interest income on a  tax-equivalent  basis was $2.1 billion for the nine months
ended  September  30,  2000,  an increase of $331.6  million,  or 19.1  percent,
compared to a year ago.  Interest-earnings  assets  averaged $35.8  billion,  an
increase of $3.6 billion,  or 11.1  percent,  compared to the prior year period.
The growth in interest-earning assets contributed $216.6 million to the increase
in tax-equivalent interest income while the increase in yield contributed $115.0
million. The rate earned on interest-earning assets increased 51 basis points to
7.73 percent for the nine months ended  September 30, 2000. The increase was the
result of a higher interest rate  environment  compared to last year as both the
average Prime rate and the average London Interbank Offering Rate ("LIBOR") were
significantly higher than the prior year.

Interest expense increased $250.5 million, or 31.5 percent,  for the nine months
ended   September   30,   2000,   compared  to  the  same  period  a  year  ago.
Interest-bearing  liabilities  averaged  $29.8 billion for the nine months ended
September 30, 2000, an increase of $3.5  billion,  or 13.2 percent,  compared to
the prior year. The growth in  interest-bearing  liabilities  contributed $129.1
million to the increase in interest  expense while the increase in rates paid on
interest-bearing  liabilities contributed the remaining $121.4 million. The rate
paid on interest-bearing  liabilities  increased 64 basis points to 4.69 percent
due to the higher interest-rate environment and continued disintermediation that
led to a more expensive deposit mix.

Net  interest  income on a  tax-equivalent  basis was $1.0  billion for the nine
months ended  September 30, 2000, an increase of $81.1 million,  or 8.6 percent,
compared to the same period in 1999.  The net interest  spread  percentage  on a
tax-equivalent  basis (the difference  between the tax equivalent rate earned on
average  interest-earning  assets  and the tax  equivalent  rate paid on average
interest-bearing  liabilities)  was 3.04 percent for the nine months then ended,
compared to 3.17  percent for the prior year period.  Net  interest  margin (net
interest  income  on  a   tax-equivalent   basis  as  a  percentage  of  average
interest-earning  assets) was 3.83 percent for the nine months  ended  September
30, 2000,  compared to 3.92 percent  during the same period in 1999. The decline
in  net  interest   spread

                                       14
<PAGE>

and margin was primarily caused by rates on interest-bearing  liabilities rising
more rapidly than yields on interest-earning assets.


The  rate/volume  table  below  presents  an  analysis of the impact on interest
income and expense  resulting from changes in average volumes and rates over the
periods.  Changes  that  are  not due to  volume  or rate  variances  have  been
allocated proportionally to both, based on their relative absolute values.



<TABLE>
<CAPTION>
Rate/Volume Table                                                   Amount of Increase (Decrease)
                                               ------------------------------------------------------------------------
                                                  Three Months Ended Sept. 30,        Nine Months Ended Sept. 30,
                                                        2000 versus 1999                    2000 versus 1999
                                               ------------------------------------------------------------------------
                                                   Due to Change in:                  Due to Change in:
                                             --------------------------             ------------------------
(Tax-equivalent basis, in millions)              Volume          Rate      Total       Volume       Rate      Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>      <C>           <C>          <C>      <C>
Interest Income:
    Loans
      Commercial                                   $ 36.3         $ 25.3   $ 61.6        $ 88.1       $60.9    $ 149.0
      Commercial mortgage                             3.5            0.8      4.3          15.3         1.3       16.6
      Residential mortgage                            3.9            2.6      6.5          11.7         5.2       16.9
      Consumer                                       22.7            8.0     30.7          63.5        16.7       80.2
-----------------------------------------------------------------------------------------------------------------------
         Total loans                                 66.4           36.7    103.1         178.6        84.1      262.7
      Securities held to maturity                   (20.5)           1.4    (19.1)        (54.5)        4.6      (49.9)
      Securities available for sale                  25.4            8.3     33.7          91.8        25.2      117.0
      Other interest earning assets                  (0.1)           0.5      0.4           0.7         1.1        1.8
-----------------------------------------------------------------------------------------------------------------------
         Total Interest Income                     $ 71.2         $ 46.9  $ 118.1       $ 216.6     $ 115.0    $ 331.6
-----------------------------------------------------------------------------------------------------------------------
Interest Expense:
    Deposits
      Savings deposits                              $ 1.6         $ 13.1   $ 14.7        $ 17.0      $ 37.5     $ 54.5
      Time deposits                                  17.7           16.7     34.4          28.5        28.9       57.4
      Commercial Certificates of
      Deposits>$100M                                  0.9            2.8      3.7           1.1         7.2        8.3
-----------------------------------------------------------------------------------------------------------------------
         Total interest-bearing deposits             20.2           32.6     52.8          46.6        73.6      120.2
      Other borrowed funds                           29.2           17.6     46.8          87.0        39.6      126.6
      Long-term debt                                 (3.0)           5.3      2.3          (4.5)        8.2        3.7
-----------------------------------------------------------------------------------------------------------------------
         Total Interest Expense                      46.4           55.5    101.9         129.1       121.4      250.5
-----------------------------------------------------------------------------------------------------------------------
Net Interest Income (fully taxable equivalent)      $24.8         $ (8.6)   $16.2        $ 87.5      $ (6.4)     $ 81.1
-----------------------------------------------------------------------------------------------------------------------
Decrease in tax-equivalent adjustment                                         0.5                                  1.5
-----------------------------------------------------------------------------------------------------------------------
Increase in Net Interest Income                                             $16.7                               $ 82.6
-----------------------------------------------------------------------------------------------------------------------
</TABLE>











                                       15
<PAGE>


Non-Interest Income

Non-interest  income  categories  for the three  and nine  month  periods  ended
September 30, 2000, and 1999 are shown in the following table:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
(In millions)                                   Three Months Ended Sept. 30,         Nine Months Ended Sept. 30,
---------------------------------------------------------------------------------------------------------------------
                                                                      Percent                           Percent
                                               2000         1999       Change            2000      1999   Change
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>                  <C>      <C>          <C>          <C>
Service charges on deposit accounts      $     32.7  $      31.2          4.8 %    $     96.1   $  90.8      5.8   %
Service and loan fee income                    16.5         14.6         13.5            51.9      46.2     12.3
Insurance service fees                         14.0          8.3         68.6            39.6      24.5     61.3
Trust income                                   14.0         13.1          6.5            41.4      37.9      9.3
Retail investment fees                          9.8          9.9         (0.9)           33.4      30.7      8.8
Corporate owned life insurance                  5.4            -            -             5.4         -        -
Other                                          25.2         22.9         10.0            63.5      61.6      3.0
---------------------------------------------------------------------------------------------------------------------
Total non-interest operating income           117.6        100.0         17.7           331.3     291.7     13.6
Securities gains                                0.4          4.7        (92.1)            3.2       7.1    (54.4)
---------------------------------------------------------------------------------------------------------------------
         Total non-interest income       $    118.0  $     104.7         12.7 %    $    334.5   $ 298.8     12.0   %
=====================================================================================================================
</TABLE>

Service charges on deposit accounts increased $1.5 million, or 4.8 percent,  for
the three months ended September 30, 2000, compared with 1999 and increased $5.3
million, or 5.8 percent, for the nine months then ended,  compared with the same
period a year ago. This was primarily due to an increase in account  maintenance
charges  from a  larger  demand  deposit  base as well as  increased  volume  of
insufficient fund fees.

Service and loan fee income  increased  $1.9 million,  or 13.5 percent,  for the
quarter  ended  September  30, 2000,  compared  with 1999,  and  increased  $5.7
million,  or 12.3  percent,  for the nine months  ended,  compared with the same
period a year ago. The  increases  were  primarily  due to  increased  volume of
commercial loan and merchant credit card processing fees,  partially offset by a
decline in mortgage origination and mortgage servicing income.

Insurance service fees increased $5.7 million, or 68.6 percent,  for the quarter
ended  September 30, 2000,  compared to the same period a year ago and increased
$15.0 million,  or 61.3 percent,  for the nine months ended  September 30, 2000,
compared  with the same period a year ago. The increases  were  primarily due to
the acquisition of Meeker Sharkey  Financial  Group and Patgo  Insurance  Agency
Inc.

Trust income  increased  $0.9  million,  or 6.5 percent,  for the quarter  ended
September  30, 2000,  compared  with 1999 and  increased  $3.5  million,  or 9.3
percent,  for the nine months then ended,  compared  with the same period a year
ago.  This was  primarily  due to an increase  in advisory  fees from the Pillar
Funds, Summit Bancorp's proprietary mutual funds.

Retail  investment  fees remained flat for the quarter ended September 30, 2000,
compared with 1999 and  increased  $2.7  million,  or 8.8 percent,  for the nine
months ended  September 30, 2000,  compared with the same period a year ago. The
growth for the nine months  ended was a result of increased  brokerage  fees and
higher trading volumes, as well as increased fees from the sale of annuities.

In June 2000,  Summit  Bancorp  implemented  a  corporate  owned life  insurance
program.  The cash surrender value of the policy  increased $5.4 million for the
three and nine months ended September 30, 2000.

The increase in other income for the three months ended  September  30, 2000 was
attributable  to the sale of $233.0  million  in  residential  mortgages,  which
generated a gain of $5.8 million.



                                       16
<PAGE>


Non-Interest Expense

Non-interest  expense  categories  for the three and nine  month  periods  ended
September 30, 2000, and 1999 are shown in the following table:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
(In millions)                                     Three Months Ended Sept. 30,       Nine Months Ended Sept. 30,
-------------------------------------------------------------------------------------------------------------------
                                                                      Percent                           Percent
                                                   2000      1999      Change        2000        1999    Change
-------------------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>           <C>       <C>        <C>          <C>
Salaries                                         $ 96.7    $ 87.2        10.9 %    $278.1     $ 250.1      11.2 %
Pension and other employee benefits                29.9      28.4         5.3        92.5        87.6       5.6
Furniture and equipment                            26.1      23.9         9.4        77.1        68.8      11.9
Occupancy, net                                     21.4      20.2         5.8        64.9        59.3       9.5
Amortization of goodwill and other
intangibles                                         9.9       8.3        19.6        28.8        20.6      39.8
Communications                                      9.5       9.3         1.4        28.4        28.6      (0.9)
Advertising and public relations                    5.9       5.8         1.7        18.2        17.2       5.7
Other                                              37.5      28.9        29.7       114.9        92.4      24.4
-------------------------------------------------------------------------------------------------------------------
Total non-interest expense                       $236.9    $212.0        11.8 %    $702.9      $624.6      12.5 %
===================================================================================================================
</TABLE>

Salaries and benefits increased $11.1 million,  or 9.6 percent,  for the quarter
ended  September  30,  2000,  compared  to the same  quarter  in 1999 and  $32.9
million,  or 9.8 percent for the nine months ended September 30, 2000,  compared
with the same  period a year ago. In  addition  to the annual  merit  increases,
salaries and benefits rose  approximately $6.8 million from acquisitions for the
three months ended  September  30,  2000,  and $19.8  million for the nine month
period then ended.  Partially  offsetting these increases was the benefit of the
fourth  quarter 1999  corporate  realignment,  which  resulted in a reduction of
approximately 260 employees.

Furniture and equipment expenses increased $2.2 million, or 9.4 percent, for the
quarter  ended  September  30, 2000,  compared with the same quarter in 1999 and
$8.3  million,  or 11.9 percent,  for the nine months ended  September 30, 2000,
compared with the same period a year ago. This increase was primarily due to the
recent bank acquisitions and increased amortization expense relating to computer
equipment and software.

Occupancy expense increased $1.2 million, or 5.8 percent,  for the quarter ended
September 30, 2000,  compared with the same quarter in 1999 and $5.6 million, or
9.5 percent,  for the nine months ended  September  30, 2000,  compared with the
same  period a year ago.  The  increase  was  largely  a result  of recent  bank
acquisitions.

Amortization of goodwill and other intangibles  increased $1.6 million,  or 19.6
percent,  for the three months ended  September  30, 2000,  compared to the same
period a year ago and $8.2 million,  or 39.8 percent,  for the nine months ended
September  30, 2000,  compared with the same period a year ago. The increase was
due to the  purchase  acquisitions  of Prime  Bancorp,  New Canaan  Bank & Trust
Company, Meeker Sharkey Financial Group, and NMBT.

Other  expenses  increased $8.6 million,  or 29.7 percent,  for the three months
ended  September  30,  2000,  compared  with the same  quarter in 1999 and $22.6
million, or 24.4 percent, for the nine months ended September 30, 2000, compared
with the same period a year ago. This was a result of increased consultant fees,
increased second mortgage  servicing fees resulting from home equity  purchases,
an  increase in  commissions  due to  increased  sales of  insurance  and retail
investment  products,  and an increase in charge offs. Also  contributing to the
increase  were higher  employment  agency  fees due to a tight labor  market and
recent bank acquisitions.

The  effective  income  tax rate was 31.3  percent  for the three  months  ended
September 30, 2000,  compared with 31.9 percent for the same quarter in 1999 and
33.0 percent for the nine months ended  September  30, 2000,  compared with 33.5
percent for the same period a year ago.



                                       17
<PAGE>

LINES OF BUSINESS

For management purposes, Summit Bancorp is segmented into the following lines of
business: Retail Banking, Corporate Banking and The Private Bank. Activities not
included in these lines are reflected in Other.  The lines have been  structured
according to the customer groups served. Financial performance of business lines
is monitored with an internal profitability measurement system. Line of business
information  is based on  management  accounting  practices  that conform to and
support the current management structure and is not necessarily  comparable with
similar  information  from any other financial  institution.  The  profitability
measurement  system uses  internal  management  accounting  policies that ensure
business line results reflect the underlying economics of each business line and
are compiled on a consistent basis.

Net income includes revenues and expenses directly  associated with each line in
addition to allocations of revenue earned and expenses incurred by support units
such as operations and technology.  Centrally  provided  corporate  services and
general  overhead are  allocated  on a per-unit  cost basis or on an "ability to
pay" basis related to each particular  business line's contribution to income. A
matched maturity funds transfer pricing methodology is employed to assign a cost
of funds to the earning  assets,  as well as a value of funds to the liabilities
of each  business  line.  The  provision  for loan losses is allocated  based on
management's assessment of the historical net charge off ratio for each business
segment.  Income taxes are allocated based upon the  consolidated  effective tax
rates,  after  consideration  of  certain  permanent  differences  that  may  be
allocated to a specific line of business.

The following tables summarize  results by lines of business as if operated on a
stand-alone  basis for the three months and nine months ended September 2000 and
1999.  Certain  prior  period  information  has been  restated to conform to the
current period presentation.

<TABLE>
<CAPTION>
Results of Operations
Quarter Ended September 30,  Retail Banking   Corporate Banking    The Private Bank          Other           Consolidated
                            ----------------  -----------------   -----------------  -------------------  ---------------
(In millions)                  2000    1999       2000    1999       2000     1999      2000       1999     2000    1999
                               ----    ----       ----    ----       ----     ----      ----       ----     ----    ----
----------------------------
<S>                          <C>     <C>        <C>    <C>         <C>      <C>       <C>         <C>     <C>        <C>
Net interest income          $  199  $  207     $  102  $   72     $   17   $   15    $   20     $   27   $  338   $ 321
Provision for loan losses         5       8         20      68          -        -         -          -       25      76
                            ---------------------------------------------------------------------------------------------
  Net interest income after
   provision for loan losses    194     199         82       4         17       15        20         27      313     245
Non-interest income              57      55         17      12         39       32         5          6      118     105
Non-interest expense            134     131         54      44         39       34        10          3      237     212
                            ---------------------------------------------------------------------------------------------
    Income before taxes         117     123         45     (28)        17       13        15         30      194     138
Federal and state
  income taxes                   41      46         15     (13)         5        3         -          8       61      44
                            ---------------------------------------------------------------------------------------------
Net income                    $  76   $  77     $   30  $  (15)     $  12   $   10    $   15     $   22   $  133   $  94
                            =============================================================================================

Selected Average Balances:
Securities                    $   -   $  55     $   22  $    -      $  16   $   16   $11,233    $10,971  $11,271 $11,042
Loans                        11,867  11,781     11,823   9,043      1,609    1,339         -          -   25,299  22,163
Assets                       12,223  12,164     11,832   8,994      1,736    1,430    13,413     12,696   39,204  35,284
Deposits                     22,663  21,403      1,555   1,060        930      798       996        888   26,144  24,149


                                       18
<PAGE>



Results of Operations
Nine Months Ended September    Retail Banking       Corporate        The Private          Other         Consolidated
30,                                                  Banking            Bank
                               ----------------  ----------------  ----------------  ----------------  ----------------
(In millions)                     2000    1999      2000    1999      2000    1999      2000    1999      2000    1999
                                  ----    ----      ----    ----      ----    ----      ----    ----      ----    ----
-------------------------------

Net interest income             $  605  $  609    $  282   $ 207    $   49  $   43    $   82  $    76   $ 1,018   $  935
Provision for loan losses           18      27        51      81         1       1         -        -        70      109
                               ------------------------------------------------------------------------------------------
     Net interest income after
      provision for loan           587     582       231     126        48      42        82       76       948      826
losses
Non-interest income                157     160        52      36       115      94        10        9       334      299
Non-interest expense               403     407       152      96       117      98        30       24       702      625
                               ------------------------------------------------------------------------------------------
    Income before taxes            341     335       131      66        46      38        62       61       580      500
Federal and state income taxes     118     115        43      20        16      13        15       19       192      167
                               ------------------------------------------------------------------------------------------
                               ------------------------------------------------------------------------------------------
Net income                      $  223  $  220    $   88   $  46    $   30   $  25     $  47  $    42    $  388   $  333
                               ==========================================================================================

Selected Average Balances:
Securities                       $   -   $  55     $  17   $   -     $  19   $  12   $11,264  $10,532   $11,300 $10,599
Loans                           11,819  11,732    11,046   8,522     1,540   1,282         -        -    24,405  21,536
Assets                          12,185  12,105    11,053   8,486     1,664   1,373    13,222   12,083    38,124  34,047
Deposits                        22,237  20,692     1,384   1,024       889     768       919      950    25,429  23,434
</TABLE>


Retail Banking

Retail  Banking  sells and  delivers  retail  banking  products  and services to
individuals  and  small  businesses   through  more  than  400  traditional  and
approximately 80 supermarket branches in New Jersey,  eastern Pennsylvania,  and
Connecticut.  In addition to traditional banking services, Retail Banking offers
its  customers  an  expanding   array  of  24-hour  banking   services   through
approximately 600 automated teller machines,  telephone banking centers, and the
Internet.  It also  includes a broad  selection  of small  business and consumer
loans, deposit products,  and a complete range of full-service  mortgage banking
activities.

Average  loans for the three months ended  September 30, 2000,  increased  $86.0
million,  or 0.7  percent,  to  $11.9  billion  from the  same  period  in 1999,
primarily due to home equity loan purchases and  promotions.  The increases were
offset  by the sale of $233.0  million  of  residential  mortgage  loans.  Total
average  deposits for the quarter ended  September 30, 2000,  increased to $22.7
billion,  up $1.3  billion  from the same period a year ago.  The  increase  was
attributable  to  the  growth  in  the  Summit  Navigator   Account  and  retail
certificates  of deposit.  Net interest  income for the quarter  decreased  $8.0
million, or 3.9 percent, over the same period a year ago, primarily due to lower
margins   resulting  from  higher  costing   borrowed  funds  and  deposit  mix.
Non-interest  income for the quarter ended September 30, 2000, was flat from the
same  period a year ago.  Included  in  non-interest  income  were gains of $5.8
million from the sale of residential mortgages offset by comparable gains on the
sale of residential  mortgages in the same period a year ago. Net income for the
quarter ended  September 30, 2000 was $76.0  million,  compared to $77.0 million
for the same period a year ago.

Corporate Banking

Corporate  Banking  provides  a full  array of  commercial  financial  services,
including asset-based lending,  international trade services, equipment leasing,
real estate financing, private placement, mezzanine financing, aircraft lending,
correspondent  banking,  treasury services,  and structured finance.  Demand and
interest-bearing  deposit  accounts and services are provided through the branch
network.

Total  average  loans for the  quarter  ended  September  30,  2000,  were $11.8
billion, an increase of $2.8 billion,  or 31.6 percent,  over the same period in
1999 primarily in commercial services,  specialized  industries,  and syndicated
loans.  Net interest income for the quarter ended September 30, 2000,  increased
$30.0 million,  or 41.7 percent,  from 1999. The increase in net interest income
was primarily due to higher  margins and increased  volume of commercial  loans.
Non-interest  income for the quarter ended  September 30, 2000,  increased  $5.0
million,  or 41.7  percent,  from

                                       19
<PAGE>

the prior  year due to an  increase  in loan and  deposit  fee income as well as
additional capital market fee income.  Non-interest expense for the three months
ended  September 30, 2000,  increased $10.0 million over the prior year to $54.0
million due to higher salaries and benefits expense and higher  origination fees
due to commercial loan growth. Net income was $30.0 million for the three months
ended  September 30, 2000.  The 1999 operating  results  include the impact of a
$60.0 million additional provision for loan losses.

The Private Bank

The Private Bank provides  personal credit services,  professional  services for
lawyers and accountants as well as their firms,  and business loans and lines of
credit. This segment also includes investment services that provide a full range
of  trust,   administrative,   and  custodial   services  to   individuals   and
institutions,  in addition to  investment  products and discount  brokerage.  In
addition, the line markets a wide variety of insurance products for the personal
and corporate marketplace.

Net interest  income for the quarter  increased  $2.0 million,  or 13.3 percent,
from 1999 primarily due to higher loan volumes.  Non-interest  income  increased
$7.0  million,  or 21.9  percent,  from the same  period  a year  ago.  This was
primarily  due  to  an  increase  in  insurance  service  fees  related  to  the
acquisition of Meeker Sharkey and Patgo Insurance agency.  Non-interest  expense
increased  $5.0  million,  or 14.7  percent  from  the same  period a year  ago,
primarily related to acquisitions. Net income for the quarter was $12.0 million,
up $2.0 million, or 20.0 percent, from the same period a year ago.


Other

Other includes the treasury  function which is responsible for managing interest
rate risk and the  investment  portfolios.  In  addition,  certain  revenues and
expenses not  considered  allocable to a line of business are  reflected in this
area.

Net interest  income was $20.0 million for the three months ended  September 30,
2000, a decrease of $7.0 million, or 25.9 percent,  from 1999,  primarily due to
higher rates on borrowed funds.  Securities averaged $11.3 billion for the three
months ended September 30, 2000, up $262 million, or 2.4 percent,  from the same
period a year ago.  Non-interest  expenses  were $10 million,  an increase of $7
million,  as a result of increased  consulting fees and operational charge offs.
Net income for the three months ended  September 30, 2000, was $15.0 million,  a
decrease of $7.0 million or 31.8 percent, from the same period a year ago.

LIQUIDITY

Liquidity is the ability to support asset growth while  satisfying the borrowing
needs and deposit withdrawal  requirements of customers.  Traditional sources of
liquidity  include asset maturities,  asset  repayments,  and deposit growth. In
addition,  borrowed funds  represent  another major source of funding.  The bank
subsidiaries have established  borrowing  relationships  with the FHLB and other
correspondent  banks, which further support and enhance liquidity.  Summit Bank,
NJ and Summit  Bank,  PA executed a  distribution  agreement  in November  1998,
providing  for the  possible  issuance  of senior  and  subordinated  notes to a
maximum of $3.75 billion on an underwritten or agency basis.  Through  September
30, 2000, no funds have been drawn from this source.

Liquidity is also important at the Parent  Corporation in order to provide funds
for operations and to pay dividends to  shareholders.  Parent  Corporation  cash
requirements  are met primarily  through  management fees and dividends from its
subsidiaries  and the  issuance  of short  and  long-term  debt.  The  amount of
dividends  that can be assessed to the bank  subsidiaries  is subject to certain
regulatory restrictions. Lines of credit are available at the Parent Corporation
to support  commercial  paper  borrowings  and for general  corporate  purposes.
Interest on these lines of credit  approximates  the prime  lending  rate at the
time of borrowing. Unused lines amounted to $33.0 million at September 30, 2000.
During 1999, a shelf registration statement providing for the possible issuance,
from time to time,  of senior and  subordinated  debt  securities  and preferred
stock to a maximum of $1.0 billion was declared  effective by the Securities and
Exchange  Commission.  Terms  of the  securities  will  be set  at the  time  of
issuance.  As of September  30, 2000,  none of this debt or preferred  stock had
been issued.


                                       20
<PAGE>


Liquidity  management  includes  monitoring current and projected cash flows, as
well as economic forecasts for the industry. A liquidity  contingency plan is in
place, which is designed to effectively manage potential  liquidity concerns due
to changes in interest rates, credit markets, or other external risks.

The  Consolidated  Statements  of Cash Flows  present the change in cash and due
from banks from operating,  investing and financing activities. During the first
nine months of 2000,  net cash provided by operating  activities  totaled $202.6
million.  Contributing  to net cash  provided by operating  activities  were the
results of  operations,  plus noncash  expenses,  and proceeds from the sales of
mortgages held for sale.  Partially  offsetting the  contributions  to operating
cash were  funds used to  originate  mortgage  loans  held for sale and  noncash
revenues.

Net cash used in investing  activities totaled $2.5 billion. For the nine months
ended September 30, 2000, net cash used in transactions involving the investment
portfolios  totaled  $368.5  million,  while the loan portfolio used net cash of
$1.7 billion.

Scheduled  maturities and anticipated  principal repayments of the available for
sale and held to maturity securities  portfolios will approximate $487.1 million
throughout  the  balance  of 2000.  In  addition,  all or part of the  remaining
securities  available  for sale  could  be sold,  providing  another  source  of
liquidity.  These  sources  can also be used to meet the  funding  needs  during
periods of loan growth.

Net cash provided by financing activities totaled $2.2 billion. During the first
nine months of 2000,  other borrowed  funds and long-term debt increased  $771.3
million and deposits  increased  $1.7 billion.  These  increases  were partially
offset by the payment of common stock  dividends  and the  repurchase  of Summit
Bancorp's common stock.

Pursuant to the Board of Directors' December 1997 authorization,  Summit Bancorp
established  a grantor  trust to hold cash and other  property for payments with
respect certain unfunded benefit and severance plans and agreements, which under
the terms of the  trusts  will be  required  to be funded  due to the  change in
control.  Under the merger  agreement  Summit  Bancorp is  permitted to fund the
grantor  trust with cash and other  property,  in an amount not to exceed  $60.0
million.

LOOKING AHEAD

This report contains  certain  forward-looking  statements,  either expressed or
implied,  which are  provided  to assist  the reader to  understand  anticipated
future financial performance.  These forward-looking  statements involve certain
risks, uncertainties, estimates and assumptions made by management.

One of Summit  Bancorp's  primary  objectives is to achieve  balanced  asset and
revenue  growth,  and at the same time expand market  presence and diversify the
line of financial products. However, it is recognized that objectives, no matter
how focused,  are subject to factors  beyond the control of Summit Bancorp which
can impede our ability to achieve these goals.

Factors that may cause actual results to differ from those results  expressed or
implied  include,  but are not limited to, the interest rate environment and the
overall  economy,  the  ability of  customers  to repay their  obligations,  the
adequacy of the  allowance  for loan  losses,  including  realizable  collateral
valuations,  charge offs and  recoveries,  the progress of integrating  acquired
financial   institutions,   competition  and  technological  changes.   Although
management has taken certain steps to mitigate any negative  effect of the above
mentioned  items,  significant  unfavorable  changes could  severely  impact the
assumptions used and have an adverse affect on profitability.




                                       21
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Due to the nature of Summit Bancorp's business, market risk is primarily limited
to its  exposure to  interest  rate risk,  which is the impact  that  changes in
interest  rates  would  have on future  earnings.  The  principal  objective  in
managing  interest  rate risk is to  maximize  net  interest  income  within the
acceptable  levels of risk  established  by policy.  This risk can be reduced by
various  strategies,  including  the  administration  of  liability  costs,  the
reinvestment  of asset  maturities  and the use of off-balance  sheet  financial
instruments.

Interest  rate  risk  is  monitored  through  the  use  of  simulation  modeling
techniques which apply alternative interest rate scenarios to periodic forecasts
of future  business  activity and  estimate  the related  impact to net interest
income.  The use of simulation  modeling  assists  management in its  continuing
efforts to achieve earnings growth in varying interest rate environments.

Key assumptions in the model include anticipated prepayments on mortgage-related
instruments,  contractual cash flows and maturities of all financial instruments
including   derivatives,   anticipated   future   business   activity,   deposit
sensitivity, and changes in market conditions.  Selected core deposit rates have
not been changed based on the results of analysis of historical rate movements.

These assumptions are inherently uncertain and, as a result, these models cannot
precisely  estimate the impact that higher or lower rate  environments will have
on net interest income. Actual results will differ from simulated results due to
the timing,  magnitude,  and frequency of interest rate changes, changes in cash
flow  patterns  and  market  conditions,  as well  as  changes  in  management's
strategies.

Based on the results of the interest simulation model, as of September 30, 2000,
Summit  Bancorp  would expect a decrease of  approximately  $81.0 million in net
interest income and an increase of  approximately  $47.0 million in net interest
income if interest rates increase or decrease by 100 basis points, respectively,
from  current  interest  rates  in  an  immediate  and  parallel  shock  over  a
twelve-month period. At December 31, 1999, Summit Bancorp expected a decrease of
$66.5  million in net  interest  income and an increase of $74.2  million in net
interest  income if interest  rates  increased or decreased by 100 basis points,
respectively. The interest simulation model does not include asset and liability
strategies  that  could be  deployed  to  mitigate  the impact of changes in the
interest rate environment.

Interest rate risk management efforts also involve the use of certain derivative
financial  instruments,  primarily  interest  rate  swaps,  for the  purpose  of
stabilizing  net interest  income in a changing  interest rate  environment.  At
September  30, 2000,  the notional  values of these  instruments  totaled  $30.0
million.  These  derivatives  resulted in a reduction in net interest  income of
$0.9  million for the first nine  months of 2000.  The cost to  terminate  these
contracts at September 30, 2000, would have been $320.0 thousand.

Summit Bancorp has limited risks associated with foreign currencies, commodities
or other marketable instruments.


                                       22
<PAGE>


PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.

No reportable events.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

               (10) S. Summit Bancorp Benefits  Protection Trust Agreement dated
                    as of September 29, 2000.
               (27) Summit Bancorp  Financial  Data  Schedule  -  September  30,
                    2000.

     (b)          Reports on Form 8-K

                  Current  Report on Form 8-K dated  August  16,  2000,  Item 5,
                  Other  Events.  Current  Report on Form 8-K dated  October  1,
                  2000, Item 5, Other Events.














                                       23
<PAGE>


                                    SIGNATURE



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
     Registrant  has duly  caused  this report to be signed on its behalf by the
     undersigned thereunto duly authorized.




                                            SUMMIT BANCORP
                                            Registrant



  DATE: November 14, 2000 by:               /s/  PAUL V. STAHLIN
                                            ----------------------------------
                                            PAUL V. STAHLIN
                                            Senior Vice President, Comptroller
                                            and Principal Accounting Officer
                                            (Duly Authorized Officer)



















                                       24
<PAGE>


                                  EXHIBIT INDEX


       Exhibit No.                            Description

          (10)      S. Summit Bancorp Benefits  Protection Trust Agreement dated
                    as of September 29, 2000.

          (27)      Summit Bancorp  Financial  Data  Schedule  -  September  30,
                    2000.


























                                       25