Exhibit 10 HH.(ii)

                   TERMINATION AGREEMENT



          THIS  AGREEMENT  dated and entered into  effective as of the merger of
Prime Bancorp, Inc. into First Valley Corporation,  a wholly owned subsidiary of
Summit Bancorp.,  ("First Valley"), by and between Summit Bancorp., a New Jersey
corporation (the "Company"), and James J. Lynch, (the "Executive").

                      W I T N E S S E T H:

          WHEREAS,  should the Company  receive a proposal  from a third person,
whether solicited by the Company or unsolicited,  concerning a possible business
combination  with or the  acquisition  of a  substantial  share of the equity or
voting  securities  of, the Company,  the Board of Directors of the Company (the
"Board") has deemed it imperative that it and the Company be able to rely on the
Executive to continue to serve in the Executive's  position,  and that the Board
and the Company be able to receive and rely upon the Executive's advice, if they
request  it,  as to the best  interests  of the  Company  and its  shareholders,
without  concern  that  the  Executive  might  be  distracted  by  the  personal
uncertainties and risks that such a proposal might otherwise create; and

          WHEREAS,  the  Company  desires  to  enhance  executive
morale and its ability to retain existing management; and

          WHEREAS,   the  Company  desires  to  reward  the  Executive  for  the
Executive's  valuable,  dedicated  service to the  Company or one or more of its
subsidiary corporations (each, a "Subsidiary") should the Executive's service be
terminated under circumstances hereinafter described; and

          WHEREAS, the Board therefore considers it in the best interests of the
Company  and  its  shareholders  for  the  Company  to  enter  into  Termination
Agreements,  in form  similar to this  Agreement,  with  certain  key  executive
officers of the Company and one or more of its Subsidiaries; and

          WHEREAS, the Executive is presently the duly elected and acting Senior
Executive  Vice  President of the Company and is a key  executive  with whom the
Company has been authorized by the Board to enter into this Agreement;

          NOW,  THEREFORE,  to assure the Company of the  Executive's  continued
dedication and the  availability  of the  Executive's  advice and counsel in the
event of any such  proposal,  to induce the Executive to remain in the employ of
the Company or a Subsidiary,  and to reward the  Executive  for the  Executive's
valuable,   dedicated  service  to  the  Company  or  a  Subsidiary  should  the
Executive's service be terminated under circumstances hereinafter described, and
for other good and valuable consideration, the receipt and adequacy whereof each
party acknowledges, the Company and the Executive agree as follows:

     1.   OPERATION, EFFECTIVE DATE, AND TERM OF AGREEMENT.

          (a) This  Agreement is effective and binding on both parties as of the
date  hereof.  Notwithstanding  its present  effectiveness,  the  provisions  of
paragraphs 3 and 4 of this Agreement shall become operative only when, as and if
there has been a "Change  in  Control"  of the  Company.  For  purposes  of this
Agreement,  a "Change in Control"  of the  Company  shall be deemed to occur (i)
upon a Change in Control of a nature  that would be  required  to be reported in
response to Item 6(e) of Schedule 14A of  Regulation  14A or Item 1a of Form 8-K
promulgated under the Securities  Exchange Act of 1934 ("Exchange Act"); or (ii)
if any  "person"  (including  as such  term is used  in  Sections  13(d)(3)  and
14(d)(2) of the Exchange Act, but excluding the Company and its  Subsidiaries or
an  employee  benefit  plan of the  Company  (or  any  fiduciary  thereof)  or a
corporation  controlled by the Company's  shareholders in substantially the same
character  and  proportions  as their  ownership of stock of the Company,  or an
underwriter  temporarily  holding  securities  pursuant  to an  offering of such
securities)  is or becomes the  beneficial  owner,  directly or  indirectly,  of
securities of the Company representing  twenty-five percent (25%) or more of the
combined voting power of the Company's  outstanding  securities then entitled to
vote for the  election  of  directors;  or (iii) if during any period of two (2)
consecutive  years,  individuals who at the beginning of such period  constitute
the  Board  cease for any  reason  to  constitute  at least a  majority  thereof
(excluding, for purposes of this calculation,  any director who dies during such
period);  or (iv) if the Company  shall meet the  delisting  criteria of the New
York  Stock  Exchange  or any  successor  exchange  in  respect of the number of
publicly-held  shares or the number of  shareholders  holding one hundred  (100)
shares  or  more;  or  (v)  if  the  Board  shall  approve  the  sale  of all or
substantially  all of the  assets of the  Company;  or (vi) if the  Board  shall
approve any merger, consolidation, issuance of securities or purchase of assets,
the result of which would be the  occurrence  of any event  described  in clause
(i), (ii),  (iii) or (iv) above or that the  shareholders of the Company receive
or retain  stock  having  less than 65%  combined  voting  power of the  company
resulting from such transaction in  substantially  the same proportions as their
prior ownership of the Company.

          (b) The Company shall be obligated to make the payments referred to in
paragraphs 3 and 4 hereof  following,  and the  provisions of paragraph 2 hereof
shall  apply to, a Change  in  Control  of the  Company  only if such  Change in
Control  shall have  occurred  prior to, or as a result of efforts  designed  to
attain  such and known to the  parties  hereto to have  commenced  prior to, the
earliest to occur of the Executive's death, Disability (as hereinafter defined),
Normal  Retirement  Date (as  hereinafter  defined)  or the 15th day of October,
2002; provided,  however,  that commencing on the 15th day of October,  2002 and
each  annual  anniversary  of such day  thereafter  (such  day and  each  annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the
term of this Agreement shall  automatically  be extended for one additional year
unless at the Renewal Date the Executive is no longer employed by the Company or
a Subsidiary or has reached the Executive's  Normal  Retirement Date or at least
twelve  (12)  months  prior to the next  Renewal  Date (and prior to a Change in
Control of the  Company),  the Company  shall have given notice to the Executive
that it does not wish to extend the term of this Agreement;  provided,  further,
however,  if a Change in Control of the Company shall have  occurred  during the
term of this Agreement,  this Agreement shall continue in effect for a period of
not less than  thirty-six (36) months beyond the month in which each such Change
in  Control  of the  Company  occurred,  and  thereafter  solely  to the  extent
necessary  for the  Executive  to  enforce  the  obligations  of the  Company or
Subsidiary employing Executive incurred prior thereto.

     2.   EMPLOYMENT OF EXECUTIVE.

          Nothing  herein  shall  affect any right  which the  Executive  or the
Company  or a  Subsidiary  may  otherwise  have  to  terminate  the  Executive's
employment  by the  Company or a  Subsidiary  at any time in any lawful  manner,
subject  always to the  Company's  providing to the  Executive  the payments and
benefits  specified  in  paragraphs  3 and 4 of  this  Agreement  to the  extent
hereinbelow provided.

          In the  event  any  person  commences  a  tender  or  exchange  offer,
circulates a proxy statement to the Company's  shareholders or takes other steps
designed to effect a Change in Control of the Company as defined in  paragraph 1
of this Agreement,  the Executive agrees that the Executive will not voluntarily
leave the employ of the Company or a  Subsidiary,  and will  continue to perform
the  Executive's  regular  duties and to render the  services  specified  in the
recitals of this  Agreement,  until such person has abandoned or terminated that
person's  efforts to effect a Change in Control or until a Change in Control has
occurred,  provided that the Executive may  voluntarily  leave the employ of the
Company or a  Subsidiary  on or after his Normal  Retirement  Date or during the
nineteenth  full calendar month  following the effective date of this agreement.
Should the Executive voluntarily terminate the Executive's employment before any
such effort to effect a Change in Control of the Company has commenced, or after
any such effort has been abandoned or terminated  without  effecting a Change in
Control and no other such effort is then being  undertaken  by any other person,
this Agreement shall lapse and be of no further force or effect.

     3.   TERMINATION FOLLOWING CHANGE IN CONTROL.

          (a) If any of the events described in paragraph 1 hereof  constituting
a Change in Control of the Company shall have occurred,  the Executive  shall be
entitled  to the  benefits  provided in  paragraph 4 hereof upon the  subsequent
termination of the Executive's employment within the applicable period set forth
in paragraph 4 hereof  following such Change in Control unless such  termination
is (i) due to the Executive's death after the Window Period referred to below or
Retirement  (as  hereinafter  defined)(other  than Early  Retirement  during the
Window Period, as hereinafter  defined);  or (ii) by the Company or a Subsidiary
by reason of the Executive's  Disability or for Cause (as hereinafter  defined);
or (iii) by the Executive other than for Good Reason (as hereinafter defined).

          (b) If  following a Change in Control the  Executive's  employment  is
terminated  by  reason  of  the  Executive's  death  after  the  Window  Period,
Retirement (other than Early Retirement during the Window Period) or Disability,
the Executive shall be entitled to death,  retirement or disability benefits, as
the case may be, from the Company no less favorable than those benefits to which
the Executive would have been entitled had the death,  Retirement or termination
for Disability  occurred  during the six (6) month period prior to the Change in
Control. If prior to any such termination for Disability, the Executive fails to
perform  the  Executive's  duties as a result of  incapacity  due to physical or
mental illness,  the Executive  shall continue to receive the  Executive's  Base
Salary (as  hereinafter  defined),  less any benefits as may be available to the
Executive  under the  Company's  or  Subsidiary's  disability  plans,  until the
Executive's employment is terminated for Disability.

          (c) If following a Change in Control the Executive's  employment shall
be terminated by the Company or a Subsidiary for Cause or by the Executive other
than for Good Reason,  the Company shall pay (subject to any applicable  payroll
or other taxes  required to be withheld) to the Executive the  Executive's  Base
Salary through the Date of Termination (as hereinafter defined), and the Company
or a Subsidiary  shall have no further  obligations to the Executive  under this
Agreement.  This  paragraph  3(c)  shall  not  apply  to a  termination  of  the
Executive's  employment  by the  Company  or a  Subsidiary  by  reason of Death,
Retirement or Disability.

          (d) For purposes of this Agreement:

          (i) "Disability" shall mean the Executive's  incapacity to perform the
          Executive's duties with the Company or Subsidiary on a full-time basis
          for one  hundred  eighty  (180)  consecutive  days due to  physical or
          mental illness such that the Executive shall have become  qualified to
          receive  benefits  under the  Company's  or a  Subsidiary's  long-term
          disability plans  applicable to the Executive.  Any question as to the
          existence of  Disability  upon which the  Executive and the Company or
          Subsidiary cannot agree shall be determined by a qualified independent
          physician  selected  by  the  Company  or  Subsidiary   employing  the
          Executive or its insurers and  acceptable to the Executive or an adult
          member of the Executive's immediate family, which acceptance shall not
          be unreasonably  withheld.  The Executive shall be obligated to submit
          to such medical  examinations as may be necessary to determine whether
          Disability exists.

          (ii) "Retirement" shall mean that the Executive shall have reached the
          normal  retirement  date  provided in the  Company's  or  Subsidiary's
          defined  benefit  retirement  plans  applicable to such Executive (the
          "Normal Retirement Date") or that the Executive shall have taken early
          retirement (as defined in such  retirement  plans) and shall no longer
          be employed by the Company or a Subsidiary ("Early Retirement").

          (iii) "Cause" shall mean:

               (A) the willful  commission by the Executive of an illegal act or
               other act of  willful  misconduct  that  causes or will  probably
               cause substantial  economic damage to the Company or a Subsidiary
               or substantial  injury to the business  reputation of the Company
               or a Subsidiary;

               (B) the  commission  by the  Executive  of an act of fraud in the
               performance of such  Executive's  duties on behalf of the Company
               or a Subsidiary;

               (C) the  continuing  willful  failure of the Executive to perform
               the  duties of such  Executive  to the  Company  or a  Subsidiary
               (other  than  any such  failure  resulting  from the  Executive's
               incapacity  due to  physical  or mental  illness)  after  written
               notice thereof  (specifying the particulars thereof in reasonable
               detail) and a  reasonable  opportunity  to be heard and cure such
               failure are given to the Executive by the Compensation  Committee
               of the Board; or

               (D) the final order of a federal or state regulatory  agency or a
               court of competent  jurisdiction requiring the termination of the
               Executive's employment with the Company or a Subsidiary.

          (iv) "Good Reason" shall mean, excluding for this purpose an isolated,
          insubstantial  and inadvertent  action or failure to act, which is not
          in bad  faith and  which is  remedied  by the  Company  or  applicable
          Subsidiary  promptly  after  receipt  of notice  thereof  given by the
          Executive:

               (A)  Without  the  Executive's   express  written  consent,   the
               assignment  by the Company or a  Subsidiary  to the  Executive of
               duties  which (i) are  materially  different  or  require  travel
               significantly   more  time   consuming  or  extensive   than  the
               Executive's  duties or business  travel  obligations  immediately
               prior to the  Change in  Control,  or (ii)  result,  without  the
               Executive's  express  written  consent,  in either a  significant
               reduction in the Executive's  authority and  responsibility  as a
               senior  executive  of the  Company or  Subsidiary  employing  the
               Executive  when  compared to the highest  level of authority  and
               responsibility  assigned to the  Executive at any time during the
               six (6) month  period  prior to the Change in Control,  or, (iii)
               the removal of the Executive from, or any failure to reappoint or
               reelect the  Executive  to, the highest title held since the date
               six (6) months before the Change in Control, except in connection
               with a termination of the  Executive's  employment by the Company
               or a Subsidiary for Cause  (including  during the pendency of any
               Dispute),  during any period of  incapacity  due to  physical  or
               mental illness, or by reason of the Executive's death, Disability
               or Retirement;

               (B) A reduction by the Company or a Subsidiary of the Executive's
               Base Salary, or the failure to grant increases in the Executive's
               Base Salary on a basis at least substantially comparable to those
               granted to other  executives  of the Company or a  Subsidiary  of
               comparable  title,  salary grade and performance  ratings made in
               good faith;

               (C) Requiring the  Executive to be based  anywhere  other than an
               executive  office of the Company or a  Subsidiary  located in New
               Jersey or Pennsylvania  within  twenty-five  (25) geographic (not
               road) miles of the  location of the  Executive's  office prior to
               the  Change  in  Control,  except  for  required  travel  on  the
               Company's or a Subsidiary's  business to an extent  substantially
               consistent   with  the   Executive's   present   business  travel
               obligations,  without the Executive's express written consent, or
               in  the  event  of  any  relocation  of the  Executive  with  the
               Executive's  express written consent,  the failure by the Company
               or a  Subsidiary  to pay (or  reimburse  the  Executive  for) all
               reasonable moving expenses by the Executive  relating to a change
               of principal  residence in connection with such relocation and to
               indemnify the Executive  against any loss realized in the sale of
               the Executive's  principal  residence in connection with any such
               change of residence,  all to the effect that the Executive  shall
               incur no loss on an after tax basis;

               (D) The  failure by the  Company or a  Subsidiary  to continue to
               provide  the  Executive  with   substantially  the  same  welfare
               benefits and perquisites, including participation on a comparable
               basis  in  the  Company's  or a  Subsidiary's  retirement  plans,
               Incentive Bonus Plan (cash bonus plan),  Savings  Incentive Plan,
               Incentive  Stock and Option Plans,  Executive  Severance Plan and
               other plans in which executives of the Company or a Subsidiary of
               comparable title and salary grade  participate,  as were provided
               to the Executive in the twelve (12) months  immediately  prior to
               such  Change in  Control  of the  Company,  or with a package  of
               welfare  benefits and  perquisites,  that,  though one or more of
               such benefits or perquisites may vary from those set forth above,
               is  substantially  comparable  in all  material  respects to such
               welfare benefits and perquisites, taken as a whole;

               (E) The  failure of the  Company to obtain  the  express  written
               assumption  of and  agreement  to perform  this  Agreement by any
               successor as contemplated in subparagraph 6(c) hereof;

               (F) A  termination  of employment by the Executive for any reason
               other  than  Disability  or  Retirement  on or after  Executive's
               Normal   Retirement  Date  during  the  thirty  (30)  day  period
               immediately  following  the  first  anniversary  of a  Change  in
               Control of the Company  defined in  subparagraphs  1(a)(i),  (ii)
               (iii) or (iv) or the  consummation of a transaction  described in
               subparagraphs  1(a)(v) or (vi) (such thirty (30) day period being
               referred to herein as the "Window Period").

               (G) The  giving by the  Company  or  applicable  Subsidiary  of a
               notice  that  participation  by the  Executive  in the  Company's
               Executive  Severance  Plan or that  the  Executive's  Termination
               Agreement would not be renewed;

               (H) The filing by the  Company of a petition  for  bankruptcy  or
               similar  insolvency  of the  Company  or the  filing by any other
               party of such a petition which is not dismissed within sixty (60)
               days; or

               (I) Any failure by the Company or applicable Subsidiary to comply
               with any provision of this Agreement with respect to Executive.

          (v) "Dispute"  shall mean (A) in the case of termination of employment
          of the Executive  with the Company or a Subsidiary by the Company or a
          Subsidiary for Disability or Cause, that the Executive  challenges the
          existence of Disability or Cause and (B) in the case of termination of
          employment  of an Executive  with the Company or a  Subsidiary  by the
          Executive for Good Reason, that the Company or a Subsidiary challenges
          the existence of Good Reason.

          (vi) "Base Salary" shall mean the amount determined by multiplying the
          Executive's  highest  semi-monthly  or other periodic rate of base pay
          paid to the Executive at any time during the period  commencing twelve
          (12)  months  prior to the Change of Control and ending on the date of
          Notice of  Termination  by the  number of pay  periods  per year.  The
          following  items are not part of base pay, as used herein:  reimbursed
          expenses,  any amount  paid on account of  overtime  or holiday  work,
          payments on account of insurance premiums or other  contributions made
          to other welfare or benefit plans,  and any year-end or other bonuses,
          commissions and gifts.

          (vii) "Bonus  Amount" means the highest  annual cash  incentive  bonus
          earned by the  Executive  from the Company or a Subsidiary  during the
          last  three (3)  completed  fiscal  years of the  Company  immediately
          preceding the Executive's Date of Termination (annualized in the event
          the Executive was not employed by the Company or a Subsidiary  for the
          whole of any such fiscal year).

          For purposes of this  subparagraph  (d), no act, or failure to act, on
the Executive's part shall be considered "willful" unless done, or omitted to be
done, by the Executive not in good faith and without  reasonable belief that the
Executive's  action or omission  was in the best  interests  of the Company or a
Subsidiary.

          (e) Any  purported  termination  of  employment  by the  Company  or a
Subsidiary  or by the  Executive  shall be  communicated  by  written  Notice of
Termination  to the other party.  For purposes of this  Agreement,  a "Notice of
Termination"  shall mean a notice  given by the  Executive  or the  Company or a
Subsidiary,  as the case may be, which shall indicate the specific  provision of
this Agreement  applicable to such termination and shall set forth in reasonable
detail the facts and circumstances  claimed to provide a basis for determination
of any payments  under this  Agreement.  The Executive  shall not be entitled to
give a Notice of Termination  that the Executive is terminating  the Executive's
employment  with the Company or a  Subsidiary  for Good Reason more than six (6)
months following the occurrence of the event alleged to constitute Good Reason.

          (f) For  purposes of this  Agreement,  except as provided  below,  the
"Date of Termination"  shall mean the date specified in a Notice of Termination,
which shall be not more than  ninety (90) days after such Notice of  Termination
is given. The Date of Termination of a proposed Termination for Disability shall
be at least thirty (30) days after the giving of the Notice of Termination.

     If within thirty (30) days after any Notice of  Termination  is given,  the
party who receives  such Notice of  Termination  notifies the other party that a
Dispute exists,  the Date of Termination  shall be the date on which the Dispute
is finally determined,  either by mutual written agreement of the parties, or by
a final judgment, order or decree of a court of competent jurisdiction (the time
for appeal  therefrom  having  expired  and no appeal  having  been  perfected);
provided that the Date of  Termination  shall be extended by a notice of Dispute
only if such  notice is given in good  faith and the party  giving  such  notice
pursues the  resolution of such Dispute with  reasonable  diligence and provided
further  that  pending  the  resolution  of any such  Dispute,  the Company or a
Subsidiary  shall  continue  to pay the  Executive  the same Base  Salary and to
provide  the  Executive  with  the  same or  substantially  comparable  employee
benefits  and  perquisites,  including  participation  in  the  Company's  or  a
Subsidiary's  retirement plans,  Savings  Incentive Plan,  Incentive Bonus Plan,
Incentive Stock and Option Plans and Executive Severance Plan that the Executive
was paid and  provided  at any time  during the period  commencing  twelve  (12)
months  prior to the  Change  of  Control  and  ending  on the date of Notice of
Termination

     Should it  ultimately be determined  that a challenged  termination  by the
Company or a Subsidiary by reason of the Executive's Disability or for Cause was
justified, or that a challenged termination by the Executive for Good Reason was
not justified, then the Executive shall promptly pay the Company or a Subsidiary
(as the  case may be) an  amount  equal to all  sums  paid by the  Company  or a
Subsidiary to the Executive from the date of termination specified in the Notice
of  Termination  until final  resolution of the Dispute  pursuant  hereto,  with
interest at the base rate charged from time to time by Summit Bank,  New Jersey,
all options,  rights and restricted  stock granted to the Executive  during such
period shall be canceled or returned to the Company or  Subsidiary,  and, to the
extent  permitted  by law,  no service as an  employee  shall be credited to the
Executive  for such  period for pension  purposes.  The  Executive  shall not be
obligated  to pay to the  Company  or a  Subsidiary  the cost of  providing  the
Executive with employee benefits and perquisites for such period (which cost for
purposes of health plans means the  applicable  premium  under the  Consolidated
Omnibus  Budget  Reconciliation  Act of  1985,  as  amended)  unless  the  final
judgment,  order or decree of a court resolving the Dispute  determines that the
Executive acted in bad faith in giving a notice of Dispute.

     Should it  ultimately be determined  that a challenged  termination  by the
Company or a Subsidiary by reason of the Executive's Disability or for Cause was
not justified, or that a challenged termination by the Executive for Good Reason
was justified,  then the Executive  shall be entitled to retain all sums paid to
the  Executive  pending  resolution  of the  Dispute  and shall be  entitled  to
receive, in addition,  the payments and other benefits provided for in paragraph
4 hereof.

     4.   PAYMENTS AND BENEFITS UPON TERMINATION.

          If within  three (3) years  after a Change in Control of the  Company,
there occurs a termination  of employment of the Executive with the Company or a
Subsidiary,  other  than a  termination  of  employment  which is (i) due to the
Executive's  death  after the  Window  Period or  Retirement  other  than  Early
Retirement  during the Window Period;  or (ii) by the Company or a Subsidiary by
reason of the  Executive's  Disability  or for Cause;  or (iii) by the Executive
other than for Good  Reason,  then,  and  expressly  on the  condition  that the
Company or Subsidiary employing the Executive receive on the Date of Termination
a Release,  Covenant Not to Sue,  Non-Disclosure and Non-Solicitation  Agreement
executed by the Executive (or the Executive's legal representative, in the event
of the death or Disability of the Executive), in the form set forth in Exhibit A
to this Agreement (the "Release Agreement"),  and that such Release Agreement be
effective:

          (a)  The  Company  or a  Subsidiary  will  pay  to  the  Executive  as
compensation for services rendered, promptly following the effective date of the
Release Agreement,  a lump sum cash amount (subject to any applicable payroll or
other  taxes  required  to be  withheld  computed  at the rate for  supplemental
payments)  equal to (X) the sum of (i)  three (3)  times  the  Executive's  Base
Salary,  plus (ii) three (3) times the  Executive's  Bonus Amount,  less (Y) the
aggregate  lump sum cash  severance  amount in respect of base  salary and bonus
pursuant to subparagraphs  5(a)(i) and (v) of the Company's  Executive Severance
Plan (or any successor  provision)  payable to the Executive upon termination of
employment,  delivery by the  Executive  of the  Release,  Covenant  Not to Sue,
Non-Disclosure  and  Non-Solicitation  Agreement  referred to  therein,  and the
expiration  of all periods  during which the Executive may revoke any release of
claims in such agreement.

          (b) The  Executive  will be  entitled to receive  "Special  Retirement
Benefits"  as  provided  herein,  so that  the  total  retirement  benefits  the
Executive  receives  from the  Company  will  approximate  the total  retirement
benefits the Executive would have received under all defined benefit  retirement
plans  (which  may  include  non-qualified,  supplemental  and  excess  benefits
retirement  plans but shall not include  severance  plans) and other  employment
contracts  of  the  Company  and  its   Subsidiaries   in  which  the  Executive
participates  were the Executive  fully vested under such  retirement  plans and
entitled to all benefits payable under such other  employment  contracts and had
the  Executive  continued in the employ of the Company or a  Subsidiary  for one
hundred  twenty  (120) months  following  the Date of  Termination  or until the
Executive's  Normal  Retirement Date, if earlier  (provided that such additional
period  shall be  inclusive  of and shall not be in  addition  to any  period of
service  credited under any severance plan of the Company or a Subsidiary).  The
benefits  specified in this  subparagraph  will include all ancillary  benefits,
such as  early  retirement  and  survivor  rights.  The  amount  payable  to the
Executive or the Executive's  beneficiaries  under this subparagraph shall equal
the excess of (1) the retirement benefits that would be paid to the Executive or
the Executive's  beneficiaries,  under all retirement plans and other employment
contracts  of  the  Company  and  its   Subsidiaries   in  which  the  Executive
participates  if (A) the  Executive  were  fully  vested  under  such  plans and
entitled to all benefits payable under such other employment contracts,  (B) the
one hundred  twenty  (120)  month  period (or the period  until the  Executive's
Normal Retirement Date, if less) following the Date of Termination were added to
the Executive's  credited service under such plans and contracts,  (C) the terms
of such  plans  and the  policies  and  procedures  by  which  such  plans  were
administered  were those most favorable to the Executive which were in effect at
any time during the period  commencing twelve (12) months prior to the Change of
Control and ending on the date of Notice of Termination, and (D) the Executive's
highest  average annual base salary as defined under such  retirement  plans and
other employment contracts and any cash bonus which under the terms of such plan
or contract is used to calculate  benefits  thereunder were calculated as if the
Executive had been employed by the Company or a Subsidiary for a one hundred and
twenty (120) month period (or the period until the Executive's Normal Retirement
Date, if earlier)  following  the Date of  Termination  and had the  Executive's
salary and cash bonus  during  such period  been equal to the  Executive's  Base
Salary and Bonus Amount;  over (2) the  retirement  benefits that are payable to
the Executive or the Executive's  beneficiaries  under all retirement  plans and
other  employment  contracts  of the  Company  and its  Subsidiary  in which the
Executive  participates.  These Special  Retirement  Benefits are provided on an
unfunded  basis,  are not  intended to meet the  qualification  requirements  of
Section 401 of the Internal  Revenue Code of 1986, as amended (the "Code"),  and
shall be payable  solely from the general  assets of the Company.  These Special
Retirement  Benefits shall be payable at the times and in the manner provided in
the applicable  retirement  plans and other  employment  contracts to which they
relate,  or at the  election of the  Executive  they shall be paid in a lump sum
actuarial equivalent utilizing the actuarial  assumptions of the defined benefit
pension plan applicable to the Executive.

          (c)(i) As used herein, "Welfare Plans" shall mean the medical, dental,
vision, life, dependent life, personal accident,  employee banking services, and
educational  matching  gift plans of the  Company or a  Subsidiary  in which the
Executive was  participating  at the Date of Termination,  and shall not include
disability,  tuition  reimbursement,  medical and dependent care spending plans,
and  business  travel  accident  plans.  The  Executive  will  remain  an active
participant  in all Welfare Plans with the  Executive's  Base Salary used as the
basis for  determining  the level of benefits,  for a period of thirty-six  (36)
months  after  the  Date  of  Termination  or  until  the  Participant's  Normal
Retirement Date, if earlier;  provided,  however, that if employee contributions
are  generally  required by any such plan the  Executive  pays to the Company or
Subsidiary  an amount equal to the  required  contribution,  if any,  which such
plans provide are to be made by employees of status and seniority  comparable to
the status and  seniority  of the  Executive at the Date of  Termination,  which
amounts  shall be paid by the  Executive  at the time or times  required by such
plans for  employee  contributions,  and  further  provided,  that the  benefits
provided shall be reduced by any benefits provided under post-retirement benefit
programs (such as retiree life insurance) of the Company or a Subsidiary. In the
event  applicable  law or the  terms  of any  such  Welfare  Plan do not  permit
continued participation by the Executive,  then the Company or a Subsidiary will
arrange to provide the Executive with benefits  substantially  similar to and no
less  favorable  than the benefits the  Executive  was entitled to receive under
such  Welfare Plan at any time during the period  commencing  twelve (12) months
prior to the Change of Control  and ending on the date of Notice of  Termination
for a period  terminating  thirty-six (36) months after the Date of Termination;
provided,  however, that if employee contributions are generally required by any
such plan the Executive pays to the Company or Subsidiary an amount equal to the
required  contribution,  if any,  which  such  plans  provide  are to be made by
employees of status and seniority  comparable to the status and seniority of the
Executive  at the  Date  of  Termination,  which  amounts  shall  be paid by the
Executive   at  the  time  or  times   required  by  such  plans  for   employee
contributions.

             (ii)  In  lieu  of  continued  participation  in the  Company  or a
Subsidiary's  disability plans, in the event that the Executive becomes disabled
during the period of  participation  in Welfare  Plans  provided for herein,  as
determined by approval for disability benefits under the federal Social Security
program,  the Company or Subsidiary  shall make direct payments to the Executive
commencing upon  termination of participation in the Welfare Plans hereunder and
under any Severance  Plan and during the  continuation  of such  disability,  as
determined  under the federal Social Security program of the amounts and for the
periods  the  Executive  would  have  received  benefits  under the  Company  or
Subsidiary's long-term disability plan (after taking into account any offsets to
income  under  such  plan)  as if the  Executive  had  qualified  for  long-term
disability payments under the Company or Subsidiary's  long-term disability plan
immediately prior to the Date of Termination.

           (iii)  The  continuation  of  welfare   benefits   provided  by  this
subparagraph  4(c)  shall  be  inclusive  of  any  period  of  welfare  benefits
continuation  provided by any severance plan or other contract of the Company or
a Subsidiary,  it being the  intention of the parties that the  Executive  shall
receive  continuation of welfare benefits for the longest period provided by any
severance  plan or  contract  and  this  Agreement,  not the sum of the  periods
provided in various severance plans and contracts and this Agreement.

             (iv) If any benefits  provided  hereunder are provided outside of a
Welfare Plan and would have been  tax-exempt or  tax-favored to the Executive if
provided under a Welfare Plan, the Company or Subsidiary  shall make  additional
payments  to the  Executive  in  reimbursement  of  taxes  in  order  to put the
Executive in the same after tax  position as if the  benefits had been  provided
under a Welfare Plan.

              (v) In the event  the  Executive  becomes  employed  with  another
employer and becomes  eligible to receive welfare  benefits under plans provided
by such employer,  the welfare benefits provided hereunder shall be secondary to
those provided under such other plans.

             (vi)  After  the  Date  of  Termination   the  Executive  may  also
participate in those post-retirement  benefit programs under which the Executive
meets the qualifications,  which qualifications may include contributions by the
Executive and appropriate elections at the Date of Termination.

     5.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

          (a) In the  event  that  any  payment  or  benefit  received  or to be
received by the Executive pursuant to the terms of this Agreement (the "Contract
Payments") or of any other plan, arrangement or agreement of the Company (or any
affiliate)  ("Other  Payments"  and,  together with the Contract  Payments,  the
"Payments")  would,  in the opinion of independent  tax counsel  selected by the
Company and reasonably  acceptable to the Executive ("Tax Counsel"),  be subject
to the excise tax (the  "Excise  Tax")  imposed by section  4999 of the Code (in
whole or in part), as determined as provided below,  then,  unless  subparagraph
5(e) below is applicable,  the Company shall pay to the  Executive,  at the time
specified  in  subparagraph  5(b)  hereof,  an  additional  amount (the  "Offset
Payment") such that the net amount retained by the Executive, after deduction of
the Excise Tax on the Payments  and any federal,  state and local income tax and
Excise Tax upon the payment  provided  for by this  subparagraph  5(a),  and any
interest,  penalties or additions to tax payable by the  Executive  with respect
thereto,  shall be equal to the total present value of the Contract Payments and
Other  Payments  at the time  such  Payments  are to be made.  For  purposes  of
determining  whether any of the  Payments  will be subject to the Excise Tax and
the amounts of such Excise Tax, (1) the total  amount of the  Payments  shall be
treated as "parachute  payments" within the meaning of section 280G(b)(2) of the
Code,  and all  "excess  parachute  payments"  within  the  meaning  of  section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax,  except to
the extent that, in the opinion of Tax Counsel,  a Payment (in whole or in part)
does not  constitute  a  "parachute  payment"  within  the  meaning  of  section
280G(b)(2)  of the Code,  or such "excess  parachute  payments"  (in whole or in
part) are not subject to the Excise  Tax,  (2) the amount of the  Payments  that
shall be  treated  as  subject to the Excise Tax shall be equal to the lesser of
(A) the total  amount of the  Payments  or (B) the amount of  "excess  parachute
payments"  within the meaning of section  280G(b)(1) of the Code (after applying
clause (1)  hereof),  and (3) the value of any noncash  benefits or any deferred
payment or benefit shall be  determined  by Tax Counsel in  accordance  with the
principles  of  sections  280G(d)(3)  and  (4)  of the  Code.  For  purposes  of
determining the amount of the Offset  Payment,  the Executive shall be deemed to
pay  federal  income  taxes at the  highest  marginal  rates of  federal  income
taxation  applicable  to  individuals  in the calendar  year in which the Offset
Payment is to be made and state and local income  taxes at the highest  marginal
rates of taxation  applicable to  individuals  as are in effect in the state and
locality of the  Executive's  residence in the calendar year in which the Offset
Payment is to be made, net of the maximum reduction in federal income taxes that
can be  obtained  from  deduction  of such state and local  taxes,  taking  into
account any limitations  applicable to individuals subject to federal income tax
at the highest marginal rates.

          (b) The Offset Payments provided for in subparagraph 5(a) hereof shall
be made upon the earlier of (i) the  payment to the  Executive  of any  Contract
Payment or Other Payment or (ii) the imposition upon the Executive or payment by
the Executive of any Excise Tax.

          (c) If it is established  pursuant to a final determination of a court
or an Internal Revenue Service proceeding or the opinion of Tax Counsel that the
Excise Tax is less than the amount taken into account  under  subparagraph  5(a)
hereof,  the  Executive  shall  repay to the  Company  within  five  days of the
Executive's receipt of notice of such final determination or opinion the portion
of the Offset Payment  attributable  to such reduction  (plus the portion of the
Offset  Payment  attributable  to the  Excise Tax and  federal,  state and local
income tax imposed on the Offset  Payment  being repaid by the Executive if such
repayment  results in a  reduction  in Excise Tax or a federal,  state and local
income tax  deduction)  plus any  interest  received by the  Executive  from the
taxing  authorities  on the  amount  of  such  repayment.  If it is  established
pursuant  to a final  determination  of a court or an Internal  Revenue  Service
proceeding  or the opinion of Tax Counsel that the Excise Tax exceeds the amount
taken into account  hereunder  (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Offset Payment),  the
Company shall make an additional Offset Payment in respect of such excess within
five days of the  Company's  receipt  of notice of such final  determination  or
opinion.

          (d) In the event of any  change  in,  or  further  interpretation  of,
sections  280G or 4999 of the Code and the  regulations  promulgated  thereunder
subsequent to a Change in Control,  the Executive shall be entitled,  by written
notice to the  Company,  to  request an opinion  of Tax  Counsel  regarding  the
application  of such change to any of the  foregoing,  and the Company shall use
its  best  efforts  to  cause  such  opinion  to  be  rendered  as  promptly  as
practicable.  All fees and expenses of Tax Counsel  incurred in connection  with
this Agreement shall be borne by the Company.

          (e) If in the opinion of Tax Counsel the Company would not be required
to make an Offset Payment if the Payments to the Executive that would be treated
as  "parachute  payments"  under  Section 280G of the Code were reduced by up to
$50,000, then the amounts payable to the Executive under this Agreement shall be
reduced  (but not below  zero) to the  maximum  amount that could be paid to the
Executive  without  giving rise to the Excise Tax (the "Safe Harbor Cap") and no
Offset Payment shall be required to be made to the  Executive.  The reduction of
the  amounts  payable  under this  Agreement,  if  applicable,  shall be made by
reducing  first the payments under  paragraph 4(a) above,  unless an alternative
method of  reduction is elected by the  Executive.  For purposes of reducing the
Payments to the Safe Harbor Cap, only amounts  payable under this Agreement (and
no other  Payments)  shall be reduced.  If the reduction of the amounts  payable
hereunder by an amount not exceeding  $50,000 would not result in a reduction of
the  Payments to the Safe Harbor Cap, no amounts  payable  under this  Agreement
shall be reduced pursuant to this provision.

     6.   GENERAL.

          (a) The Company or a  Subsidiary  shall pay  promptly as incurred  the
Executive's  reasonable  attorney's fees and expenses  incurred in good faith by
the  Executive as a result of any dispute  (regardless  of the outcome  thereof)
with the Company or a Subsidiary  or any other party  regarding  the validity or
enforceability  of, or liability  under,  any provision of this Agreement or the
act of any party  thereunder  or any  guarantee of  performance  thereof and pay
prejudgment  interest on any delayed payment to the Executive  calculated at the
Summit  Bank,  New Jersey base rate of interest in effect from time to time from
the date that  payment  should  have been made under this  Agreement;  provided,
however, that the Executive shall not have been found by the court to have acted
in bad  faith.  Any  finding  of bad faith must be final with the time to appeal
therefrom having expired and no appeal having been perfected.

          (b) The Company's  obligation to pay the Executive (or the Executive's
dependents,   beneficiaries   or  estate)  the  compensation  and  to  make  the
arrangements  provided herein shall be absolute and  unconditional and shall not
be affected by any circumstance,  including,  without  limitation,  any set off,
counterclaim,  recoupment,  defense or other  right  which the  Company may have
against  the  Executive  or anyone  else.  All  amounts  payable by the  Company
hereunder shall be paid without notice or demand.  Except as expressly  provided
herein,  the Company  waives all rights  which it may now have or may  hereafter
have conferred upon it, by statute or otherwise, to terminate, cancel or rescind
this  Agreement in whole or in part.  Except as provided in paragraphs  3(f) and
5(c) herein, each and every payment made hereunder by the Company shall be final
and the Company  will not seek to recover for any reason all or any part of such
payment from the Executive or any person entitled  thereto.  The Executive shall
not be  required  to mitigate  the amount of any  payment  provided  for in this
Agreement by seeking other employment or otherwise.

          (c)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the  Company,  by written
agreement  to expressly  assume and agree to perform this  Agreement in the same
manner and to the same extent  that the Company  would be required to perform it
if no such succession had taken place.

          As used  in this  Agreement,  "Company"  shall  mean  the  Company  as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  executes  and  delivers  the  agreement  provided  for in this
paragraph 6 or which otherwise  becomes bound by all the terms and provisions of
this Agreement by operation of law.

          (d) This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die while any amounts would still be payable to the  Executive  hereunder if the
Executive had continued to live,  all such amounts,  unless  otherwise  provided
herein,  shall be paid in  accordance  with the terms of this  Agreement  to the
Executive's devisee, legatee or other designee or, if there be no such designee,
to the Executive's  estate. The obligations of the Executive hereunder shall not
be assignable by the Executive.

          (e)  The   Executive's   rights   under   this   Agreement   shall  be
non-transferable  except by will or by the laws of descent and  distribution and
except  insofar  as  applicable  law  may  otherwise  require.  Subject  to  the
foregoing,  no  right,  benefit  or  interest  hereunder  shall  be  subject  to
anticipation,   alienation,  sale,  assignment,   encumbrance,  charge,  pledge,
hypothecation  or set-off in respect  of any claim,  debt or  obligation,  or to
execution,  attachment,  levy or similar process,  or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall,
to the full extent permitted by law, be null, void and of no effect.

          7.   NOTICE.

          For  the   purposes   of  this   Agreement,   notices  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage  prepaid,  or if delivered
personally  or by courier,  receipt  requested,  or by  facsimile  transmission,
receipt acknowledged, addressed as follows:

          If to the Executive:

                    James J. Lynch


          If to the Company:

                    Summit Bancorp.
                    301 Carnegie Center
                    P.O. Box 2066
                    Princeton, New Jersey 08543-2066
                    Attention:  Secretary to the Board

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     8.   MISCELLANEOUS.

          No provisions of this Agreement may be modified,  waived or discharged
unless such waiver, modification or discharge is agreed to in writing, signed by
the Executive and such officer as may be  specifically  designated by the Board.
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No assurances or representations,  oral or otherwise,  express or implied,
with respect to the subject  matter  hereof have been made by either party which
are not set forth  expressly in this  Agreement.  The validity,  interpretation,
construction  and  performance of this Agreement shall be governed by the law of
the State of New Jersey.

     9.   FINANCING.

          All amounts  due and  benefits  provided  under this  Agreement  shall
constitute  general  obligations  of the  Company or  Subsidiary  employing  the
Executive in accordance  with the terms of this  Agreement.  The Executive shall
have only an unsecured right to payment thereof out of the general assets of the
Company or such Subsidiary.  Notwithstanding the foregoing,  the Company or such
Subsidiary  may, by  agreement  with one or more  trustees to be selected by the
Company or such Subsidiary,  create a trust on such terms as the Company or such
Subsidiary  shall determine to make payments to the Executive in accordance with
the terms of this Agreement.

     10.  VALIDITY.

          The invalidity or  unenforceability of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement,  which shall remain in full force and effect.  Any  provision in this
Agreement which is prohibited or unenforceable in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  only to the extent of such  prohibition or
unenforceability  without  invalidating  or affecting the  remaining  provisions
hereof, and any such prohibition or  unenforceability  in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

     11.  SUPERSEDEAS.

     While this  Agreement  is in  addition to and not in lieu of any other plan
providing  for payments to or benefits for the  Executive or any  agreement  now
existing  or which  hereafter  may be entered  into  between the Company and the
Executive,  this Agreement supersedes all prior agreements and understandings of
the parties  hereto with respect to the Company's  severance  obligations to the
Executive and any other similar  payments to the Executive due upon  termination
of employment  other than those agreements and  understandings  contained in the
Company's  Executive  Severance  Plan  or  specifically   provided  for  in  any
employment  contract  between  the  Company and the  Executive.  This  agreement
supersedes the Employment  Agreement  between Prime Bancorp,  Inc. and Executive
dated December 18, 1995, as amended June 17, 1999,  other than the terms of such
agreement  relating  to  your  stock  options,  and  any  other  agreements  and
understandings  relating to the employment  contracts with or severance benefits
payable by Prime Bancorp,  Inc. or Prime Bank, which,  except as aforesaid,  are
hereby  canceled and null and void as of the effective  date of this  Agreement.
The merger of Prime Bancorp, Inc. with First Valley does not constitute a Change
in Control for the purposes of this Agreement.

               IN WITNESS  WHEREOF,  the parties have executed this Agreement as
of the date set forth above.

     SUMMIT BANCORP.                    EXECUTIVE


By:/s/   Richard F.  Ober,  Jr.        /s/ James J. Lynch
         ----------------------            ---------------
     Richard F. Ober, Jr., Secretary       James J. Lynch





                                                        EXHIBIT A


                 RELEASE, COVENANT NOT TO SUE,
               NON-DISCLOSURE AND NON-SOLICITATION
                            AGREEMENT


     This RELEASE,  COVENANT NOT TO SUE,  NON-DISCLOSURE  AND NON-  SOLICITATION
AGREEMENT    (the    "AGREEMENT")     dated    as    of_________    among    (1)
______________("Executive"),   and  (2)  Summit  Bancorp.  and  all  parent  and
subsidiary   corporations,   partnerships  and  other  entities  and  affiliates
controlled  by,  controlling  or  under  common  control  with  Summit  Bancorp.
(together  with  any  predecessor  and  successor  entities   hereinafter  being
collectively  referred  to as "SUB")  sets forth the  agreements  of the parties
hereto with regard to the matters set forth herein:

1.   Background.    Executive  is  an  Executive   of   SUB   and
     participates in SUB's Executive Severance Plan pursuant to a
     Participation Letter dated ______________ and a party  to  a
     Termination Agreement dated ________________ [as last amended
     _____________](the Plan and the Letter and Agreement, as amended
     from time to time, together being collectively referred to as the
     "Contracts").  Any capitalized terms used but not defined herein
     shall have the meaning set forth in the applicable Contract.

     1.   A Change of Control [has/has NOT] occurred [on (date)]. If a Change of
          Control has NOT  occurred,  Executive  is not entitled to any benefits
          under the Termination Agreement.

     2.   Executive's   employment   with   SUB  will  or  has   terminated   on
          ______________, which shall be the Date of Termination for purposes of
          the Contracts, notwithstanding any failure to adhere to the provisions
          for giving a Notice of Termination  and the method of determining  the
          Date of  Termination  set forth in the  Contracts,  any such  failures
          being hereby waived by the parties.

     3.   This  termination   shall   constitute  a  termination   "[for  cause/
          disability  /retirement  /other than for cause /by mutual  agreement]"
          for purposes of any stock options and restricted stock which Executive
          holds,  and the Termination Date shall be the termination date for the
          purposes of such options.  Attached  hereto as Appendix A is a list of
          all outstanding SUB options held by Executive on the date hereof.

2.   Payment.   Executive shall receive within two business  days
     following the EFFECTIVE DATE (as defined in paragraph 7 hereof)
     $_____________, the gross amount due to Executive under  the
     Contracts, which shall be paid to Executive as $_________________
     by check or deposit in Executive's bank account, with the balance
     withheld  in respect of federal, state and local  taxes  and
     benefits contributions, which Executive acknowledges represents
     all  amounts  currently due Executive under  the  Contracts.
     Executive acknowledges and agrees that Executive is not entitled
     to any severance payments under any other severance program of
     SUB, the Contracts being intended to substitute for any such
     other  severance program.  SUB continues to be obligated  to
     provide certain welfare and pension benefits and perquisites, as
     more fully set forth in the Contracts.

3.   Restrictive Covenants.  In consideration of the payments  to
     Executive as specified in paragraph 2 above, Executive agrees as
     follows:

     a.   Non-Competition with SUB.  The parties  recognize  that
          Executive  is  an important officer of  SUB,  that  his
          reputation and business and personal relationships  are
          of  significant benefit to SUB, and a consideration  in
          the  price paid to acquire the bank holding company  of
          which  Executive was Chief Executive Officer, and  that
          he  has  access  to information about SUB's  plans  and
          projections  as well as other confidential information.
          The  parties  further  agree  that  SUB  is  in  direct
          competition   with  certain  banks  and  bank   holding
          companies  and thrift institutions and their affiliates
          and  the Executive agrees that, for a period of two (2)
          years   from  the  date  hereof,  he  will  not  accept
          employment  or  serve in any capacity  with  any  bank,
          savings  bank  or  savings  and  loan  association  the
          deposits or accounts or shares of which are insured  by
          the  Federal  Deposit Insurance Corporation  or  credit
          union  the deposits or accounts or shares of which  are
          insured by the National Credit Union Administration  or
          any  holding  company  for  such  bank,  savings  bank,
          savings  and loan association or credit union or  other
          entity  controlling,  controlled  by  or  under  common
          control  with such financial institution at a principal
          place  of  employment within 25 miles of any office  of
          SUB  or any entity controlling, controlled by or  under
          common control with SUB open to the public at the  time
          of this Agreement.

     b.   Non-Solicitation of SUB Employees.   For  a  period  of
          five (5) years from the date hereof, Executive will not
          solicit or induce any person who is an employee of  SUB
          or  was  such at any time within three months prior  to
          the date hereof to become employed by any other person,
          firm  or corporation or approach any such employee  for
          such  purpose  or  authorize or knowingly  approve  the
          taking  of  such actions by other persons, without  the
          prior written consent of SUB.

     c.   Non-Disclosure  of Proprietary Information.   Executive
          acknowledges  that  during the  course  of  Executive's
          employment  with  SUB Executive received,  obtained  or
          became   aware   of  or  had  access   to   proprietary
          information, lists and records of customers  and  trade
          secrets which are the property of SUB and which are not
          known   by  competitors  or  generally  by  the  public
          ("Proprietary   Information")   and   recognizes   such
          Proprietary  Information  to  be  valuable  and  unique
          assets of SUB.  For purposes of this subparagraph:  (i)
          Proprietary  Information is deemed to include,  without
          limitation, (A) marketing materials, marketing manuals,
          policy manuals, procedure manuals, policy and procedure
          manuals,  operating manuals and procedures and  product
          documentation,  (B)  all  information  about   pricing,
          products,  procedures,  practices,  business   methods,
          systems,  plans, strategies or personnel  of  SUB,  (C)
          circumstances   surrounding  the  relationships   with,
          knowledge  of,  or  information  about  the  customers,
          clients, and accounts of SUB, including but not limited
          to   the  identity  of  current  active  customers   or
          prospects   who  have  been  contacted  by   SUB,   the
          expiration dates and other terms of loans or deposit or
          other banking relationships, details or special product
          provisions  or  special combinations  of  products,  or
          special prices, and (D) all other information about SUB
          which  has  not been disclosed in documents filed  with
          the   U.S.   Securities  and  Exchange  Commission   or
          otherwise publicly disseminated by SUB, whether or  not
          that  information  is recorded and notwithstanding  the
          method  of  recordation, if any; and  (ii)  Proprietary
          Information   is  deemed  to  exclude  all  information
          legally in the public domain.  Executive agrees to hold
          the Proprietary Information in the strictest confidence
          and  agrees  not  to  use or disclose  any  Proprietary
          Information,  directly or indirectly, at any  time  for
          any  purpose, without the prior written consent of  SUB
          or to use for Executive's benefit or the benefit of any
          person,  firm, corporation or other entity (other  than
          SUB),   any   Proprietary  Information,  and   to   use
          Executive's best efforts to prevent such prohibited use
          or  disclosure  by  any other persons.   Executive  has
          returned  all  Proprietary Information  in  Executive's
          possession or control to SUB.

     d.   Cooperation,  No Detrimental Actions.   Executive  will
          cooperate  with  SUB  in enforcing its  claims  against
          customers   and  former  customers  of  SUB,  including
          appearing   as   a  witness  for  SUB   in   court   or
          administrative  proceedings,  subject   to   reasonable
          reimbursement   for  Executive's  time  and   expenses.
          Executive  will  not take actions or  make  disparaging
          statements  which  are  detrimental  to  SUB   or   the
          RELEASEES, as defined in paragraph 5 below.

     e.   Remedies.     Executive   hereby   acknowledges    that
          Executive's  duties  and  responsibilities  under  this
          paragraph  3  are  unique  and extraordinary  and  that
          irreparable injury may result to SUB in the event of  a
          breach of the terms and conditions of this paragraph 3,
          which may be difficult to ascertain, and that the award
          of  damages would not be adequate relief to SUB and the
          RELEASEES.   Executive therefore  agrees  that  in  the
          event  of  Executive's breach of any of  the  terms  or
          conditions  of  this paragraph 3, SUB  shall  have  the
          right,  without posting any bond or other security,  to
          preliminary and permanent injunctive relief as well  as
          damages  and  an equitable accounting of all  earnings,
          profits and other benefits arising from such violation,
          which rights shall be cumulative and in addition to any
          other rights or remedies in law or equity to which  SUB
          may  be  entitled against Executive.  The covenants  of
          Executive  in  paragraphs 3a, 3b, 3c  and  3d  of  this
          Agreement  shall  each  be construed  as  an  agreement
          independent  of any other provision in this  AGREEMENT,
          and  the  existence of any claim or cause of action  of
          Executive  against  SUB,  whether  predicated  on  this
          Agreement or otherwise, shall not constitute a  defense
          to  the enforcement by SUB of paragraphs 3a, 3b, 3c and
          3d.

     f.   Enforcement.  If at the time of the enforcement of  subparagraphs  3a,
          3b, 3c, 3d or 3e above a court  shall hold that the period or scope of
          the provisions  thereof are unreasonable  under the circumstances then
          existing,  the parties  hereby agree that the maximum  period or scope
          under the  circumstances  shall be substituted for the period or scope
          stated in those subparagraphs.

4.   Short-Swing Securities Profits.  Executive acknowledges that Executive will
     remain subject to the short-swing liability provisions of Section 16 of the
     federal   Securities   Exchange  Act  of  1934  for  six  months  following
     termination of employment.

5.   Release.  In  consideration  of the  payments to  Executive as specified in
     paragraph 2 above,  Executive grants SUB a RELEASE of only all claims, both
     known and unknown,  that Executive may have that relate to the  termination
     of Executive's  employment  (hereafter a "WRONGFUL TERMINATION CLAIM"). The
     Executive and SUB agree that a WRONGFUL TERMINATION CLAIM, specifically and
     without limitation, does not include claims:

     1.   for indemnification as a corporate agent of SUB against
          claims by third parties;

     2.   under  employee  benefit  plans,   including   supplemental   employee
          retirement  plans,  maintained  by  SUB  or  any  of  the  predecessor
          organizations  thereof,  including but not limited to rights under any
          workers   compensation   program,   Section  502(a)  of  the  Employee
          Retirement  Income Security Act, as amended,  29 U.S.C.  1001 et seq.,
          and under the Consolidated  Omnibus Budget  Reconciliation Act of 1985
          ("COBRA");

     3.   arising  out  of enforcement of the Contracts  or  this
          Agreement by Executive; or

     4.   constituting cross-claims against SUB as a result of claims brought by
          unaffiliated  third parties  against  Executive  based on  Executive's
          service as an executive of SUB.

     The statutes  which could form the basis for a WRONGFUL  TERMINATION  CLAIM
     include, but are not limited to, Title VII of the Civil Rights Act of 1964,
     as amended,  42 U.S.C.  1971 et seq.; the Age  Discrimination in Employment
     Act of 1967, as amended, 29 U.S.C. 621 et seq.; Section 510 of the Employee
     Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001 et seq.;
     the Americans With Disabilities Act, as amended,  42 U.S.C.  12101 et seq.;
     the Older Workers  Benefit  Protection  Act, as amended,  29 U.S.C.  621 et
     seq.; the Civil Rights Act of 1866, as amended, 42 U.S.C. 1981 et seq.; the
     New Jersey Law Against Discrimination, as amended, N.J.S.A. 10:5-1 et seq.;
     the New Jersey Conscientious Employee Protection Act, as amended,  N.J.S.A.
     34:19-1 et seq.; the New York Human Rights Law,  Executive Law 290 et seq.;
     the Pennsylvania Human Relations Act, as amended,  43 P.S. 951 et seq.; and
     the Pennsylvania  Whistleblower  Law, as amended,  43 P.S. 1421 et seq. The
     common law  (non-statutory)  theories  under  which a WRONGFUL  TERMINATION
     CLAIM could be made  include,  but are not limited to, breach of an express
     employment contract, breach of a contract implied from a personnel handbook
     or manual,  or commission of a civil wrong (known as a "tort") resulting in
     Executive's  termination,  or for alleged violation of the public policy of
     the  United  States  or any  state.  Granting  a  RELEASE  of any  WRONGFUL
     TERMINATION  CLAIM  pursuant  to this  AGREEMENT  means  that on  behalf of
     Executive and all who succeed to Executive's  rights and  responsibilities,
     Executive  releases  and  gives  up only any and all  WRONGFUL  TERMINATION
     CLAIMS that  Executive  may have against SUB, and any of its  subsidiaries,
     affiliates   or   divisions,   and  all  of  their   directors,   officers,
     representatives,  shareholders,  agents,  employees, and all who succeed to
     their rights and responsibilities (collectively referred to as "RELEASEES".
     With respect to any charges filed concerning  events or actions relating to
     a WRONGFUL  TERMINATION  CLAIM that  occurred on or before the date of this
     AGREEMENT or Executive's  Termination Date (whichever is later),  Executive
     waives and  releases  any right that  Executive  may have to recover in any
     lawsuit or proceeding  brought by Executive or by an administrative  agency
     on Executive's behalf against the RELEASEES.

6.   Covenant  Not to Sue.  Executive covenants not  to  sue  the
     RELEASEES over any WRONGFUL TERMINATION CLAIM.  Such a covenant
     not to sue the RELEASEES means that Executive represents that
     Executive has not through the date of execution of this Agreement
     filed a WRONGFUL TERMINATION CLAIM, charge or lawsuit with any
     court  or government agency against the RELEASEES, and  that
     Executive will not file such a lawsuit subsequent to execution of
     this Agreement.   Executive also waives any right to become, and
     promises not to become, a member of any class in a case in which
     WRONGFUL TERMINATION CLAIMS are asserted against any of  the
     RELEASEES.

7.   Review Period.  Executive acknowledges that Executive has up
     to 21 days to review this AGREEMENT, and was advised to review it
     with  an  attorney  of Executive's choice.   Executive  also
     acknowledges that Executive was further advised that Executive
     has seven days after Executive signs this AGREEMENT to revoke it
     by notifying SUB in writing, of such revocation as set forth
     under Notices below.  This AGREEMENT shall become effective on
     the tenth (10th) day following its execution by Executive (the
     "EFFECTIVE DATE"), unless revoked in accordance with the preceding
     sentence.

8.   Revocation  of Authority.  Executive agrees and acknowledges
     that as of the Termination Date Executive shall no longer be
     empowered  to bind SUB in any agreement, whether  verbal  or
     written, and that Executive shall have no authority to execute
     any documents, deeds, leases, or other contracts on behalf of
     SUB.  To the extent not effected by termination of Executive
     under the Contracts, Executive resigns from all offices  and
     positions with SUB.

9.   Successors  and Assigns.  All rights and duties of SUB under this Agreement
     shall be binding on and inure to the  benefit of SUB,  its  successors  and
     assigns.  All rights of Executive hereunder shall be binding upon and inure
     to the benefit of Executive's personal or legal representatives.

10.  Notices.    All   notices,  requests,  demands   and   other
     communications hereunder shall be in writing and shall be deemed
     to have been duly given if delivered personally with receipt
     acknowledged or sent by registered or certified mail, postage
     prepaid or by reputable national overnight delivery service, to
     the addresses shown below, unless changed by notices given as
     herein provided, except that notice of change of address only
     shall be effective upon actual receipt:

          If to SUB, to:
                         Summit Bancorp.
                         301 Carnegie Center
                         P.O. Box 2066
                         Princeton, New Jersey 08543-2066
                         Attention:  Executive Vice President  of
Human Resources

          With a copy to:
                         Summit Bancorp.
                         301 Carnegie Center
                         P.O. Box 2066
                         Princeton, New Jersey 08543-2066
                         Attention: General Counsel

          If to the Executive, to:




          With a copy to:





11.  Covenant Not to Challenge Enforceability. Both Executive and SUB understand
     that this  AGREEMENT  is final and binding when  executed by both  parties,
     subject to paragraph 7 above,  and both agree not to  thereafter  challenge
     its enforceability.

12.  Applicable Law. This AGREEMENT shall be deemed to have been made within the
     State of New Jersey, and it shall be interpreted,  construed,  and enforced
     in  accordance  with the law of the State of New  Jersey,  and  before  the
     Courts of the State of New Jersey.

13.  Amendments,  Modifications,  Waivers.  This AGREEMENT  cannot be amended or
     modified except by a written  document signed by both SUB and Executive and
     no  provision  can be waived  except by a  written  document  signed by the
     waiving party.

14. By signing this AGREEMENT, Executive acknowledges:

     1.   EXECUTIVE HAS READ THIS AGREEMENT COMPLETELY.

     2.   EXECUTIVE  HAS  HAD AN  OPPORTUNITY  TO  CONSIDER  THE  TERMS  OF THIS
          AGREEMENT.

     3.   EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF  EXECUTIVE'S
          CHOOSING PRIOR TO EXECUTING THIS AGREEMENT.

     4.   EXECUTIVE KNOWS THAT EXECUTIVE MAY BE GIVING UP IMPORTANT LEGAL RIGHTS
          BY SIGNING THIS AGREEMENT.

     5.   EXECUTIVE  UNDERSTANDS AND MEANS EVERYTHING THAT EXECUTIVE HAS SAID IN
          THIS AGREEMENT, AND EXECUTIVE AGREES TO ALL ITS TERMS.

     6.   EXECUTIVE  IS NOT  RELYING  ON SUB  OR  ANY  REPRESENTATIVE  OF SUB TO
          EXPLAIN THIS AGREEMENT AND RELEASE TO EXECUTIVE.  EXECUTIVE HAS HAD AN
          OPPORTUNITY  TO CONSULT AN ATTORNEY OR OTHER  ADVISOR TO EXPLAIN  THIS
          AGREEMENT AND ITS  CONSEQUENCES TO EXECUTIVE  BEFORE  EXECUTIVE SIGNED
          IT, AND EXECUTIVE HAS AVAILED  HIMSELF OR HERSELF OF THIS  OPPORTUNITY
          TO WHATEVER EXTENT EXECUTIVE DESIRED.

     7.   EXECUTIVE  HAS SIGNED  THIS  AGREEMENT  VOLUNTARILY  AND  ENTIRELY  OF
          EXECUTIVE'S  OWN  FREE  WILL,  WITHOUT  ANY  PRESSURE  FROM SUB OR ANY
          REPRESENTATIVE OF SUB, OR ANYONE ELSE.

          IN WITNESS  WHEREOF,  and intending to be legally  bound hereby,  this
          Agreement  has  been  executed  as of the day  and  year  first  above
          written.

ATTEST:                            SUMMIT BANCORP.


______________________________By:______________________________
Secretary                          Executive Vice President

                                   ------------------------------

                                   EXECUTIVE


                                   --------------------------------
                                   (Social Security Number)

STATE OF NEW JERSEY:

COUNTY OF _______________________:

     I certify that on this _______ day of ____________, _______ personally came
before me _______________(Executive),  who, being duly sworn, acknowledged under
oath to my satisfaction that such person is named in and personally executed the
foregoing  Receipt and Release as such person's  voluntary act and deed, for the
purposes set forth therein.

     IN  WITNESS  WHEREOF, I have set my hand this  ____  day  of
-------------, ------.

By:  ___________________________________
     Notary Public of the State of New Jersey

My Commission expires __________________