Exhibit 10HH. (i)





James J. Lynch

Re:  Executive Severance Plan and Termination Agreement

Dear Mr. Lynch:

     On  October  15,  1997,  the Board of  Directors  of Summit  Bancorp.  (the
"Company") amended and restated the Summit Bancorp. Executive Severance Plan (as
amended, the "Plan"). A copy of the Plan, reflecting all amendments, is attached
hereto and made a part hereof as if fully set forth in this  letter.  Unless the
context  otherwise   requires  or  unless  otherwise  defined  in  this  letter,
capitalized  terms used in this letter have the meanings assigned to them in the
Plan.

     The  Committee,  as a matter of separate  inducement and not in lieu of any
salary or other  compensation  for services,  has selected you to participate in
the Plan, subject to the terms and conditions of the Plan and this letter.  This
letter constitutes your Participation Letter under the Plan.

     Your  participation in the Plan commences as of the effective date and time
of the merger of Prime Bancorp,  Inc. into First Valley Corporation  ("Effective
Time").  You cease to be a Participant in the Plan upon the earliest to occur of
(i) October 15, 2002 (the "Expiration Date"), (ii) the Date of Termination,  and
(iii) your Retirement. The Expiration Date will be automatically extended for an
additional year (each such anniversary  being the new Expiration Date) unless at
least 90 calendar days prior to the then Expiration  Date, the Company  notifies
you that the then Expiration Date will not be extended (it being understood that
the automatic  extension  operates in  successive  years so long as no notice is
given).

     The  payments and  benefits to which you as a  Participant  in the Plan may
become entitled will be determined under the Plan. It is an express condition to
your  entitlement  to the  payments  of amounts  and the  provision  of benefits
provided for by paragraph 5(a) of the Plan that the Company  receive on the Date
of   Termination   a  Release,   Covenant   Not  to  Sue,   Non-Disclosure   and
Non-Solicitation Agreement executed by you, or your legal representative (in the
event of your  death or  Disability)  in the form set forth in  Exhibit A to the
Plan, and that such Agreement be effective.

     The following special provisions ("Letter  Amendments")  supplement,  amend
and supersede the provisions of the Plan, as applied to you:

     A. At the  Effective  Time,  your  title  shall be  Senior  Executive  Vice
     President of Summit Bancorp. Effective at the first meeting of the Board of
     Directors of Summit Bank (PA)  following  the merger of Prime Bank with and
     into  Summit  Bank (PA),  you shall also have the titles of Chairman of the
     Board,  Chief  Executive  Officer and  President of Summit Bank (PA).  Your
     duties shall be those as assigned to you from time to time by the Boards of
     Directors of the Company and Summit Bank (PA) and the Chairman of the Board
     and  President  of the Company and as are  appropriate  to the  position of
     Chairman of the Board and Chief Executive Officer of a bank subsidiary of a
     publicly held bank holding company. Your base salary shall be not less than
     $345,000, and your annual cash bonus shall be not less than $120,750.  Your
     Welfare Plans and  perquisites  shall be the welfare plans and  perquisites
     provided to you by Prime  Bancorp,  Inc. as of the Effective Time until the
     sooner  of the  integration  of the  welfare  plans and  benefits  of Prime
     Bancorp,  Inc.  with those of the  Company  or one year from the  Effective
     Time, after which they shall be the Welfare Plans and perquisites  provided
     to a Senior Executive Vice President of the Company.

     B.  During the period from the  Effective  Time until the end of the Window
     Month, as defined below,  Section 6(d) of the Plan is amended to delete the
     word "or" at the end of subparagraph  6(d)(vi), to delete the period at the
     end of  subparagraph  6(d)(vii) and insert "; or" in its place,  and to add
     the following subparagraph 6(d)(viii):

          (viii) A termination of employment by the  Participant  for any reason
               other than  Disability or  Retirement  on or after  Participant's
               Normal  Retirement  Date during the  calendar  month which is the
               nineteenth full calendar month following the Effective Date (such
               calendar month being referred to herein as the "Window Month").

     This Paragraph B of this Participation Letter shall be null and void and of
     no effect commencing at the end of the Window Month.

     C.  During the period from the  Effective  Time until the end of the Window
     Month,  subparagraph  5(a)(v)  of the  Plan  shall  be null  and  void  and
     subparagraph 5(a)(i) shall be revised to read as follows:

          (i)  receive, promptly following the effective date  of
               the  Release  Agreement, a lump  sum  cash  amount
               equal to 2.99 times Participant's Base Salary  and
               Bonus Amount, provided, however, that in the event
               that any of the lump sum cash amount and all other
               payments  and benefits received or to be  received
               by   the  Participant  from  the  Company  or  any
               affiliate  or  under  any  plan,  arrangement   or
               agreement of or maintained by the Company  or  any
               affiliate,  in  the  opinion  of  independent  tax
               counsel  to the Company, would be subject  to  the
               excise  tax (the "Excise Tax") imposed by  Section
               4999 of the Code (as hereafter defined), then  the
               lump  sum  cash  amount shall be  reduced  to  the
               largest  amount  as will result in  none  of  such
               payments and benefits  being subject to the Excise
               Tax.   The determination of any reduction  in  the
               lump  sum cash amount shall be made by independent
               tax  counsel  to the Company in consultation  with
               the  independent certified public  accountants  of
               the Company.

     This Paragraph C of this Participation Letter shall be null and void and of
     no effect  commencing  at the end of the  Window  Month,  and the  original
     subparagraphs 5(a)(i) and 5(a)(v) shall be reinstated.

     D.  Subparagraph 6(d)(iii) is amended by replacing the words
     "301  Carnegie  Center, West Windsor Township,  New  Jersey"
     with    "7411    Valley   Green   Road,   Fort   Washington,
     Pennsylvania."

     E.  Paragraph 3a of the Release,  Covenant Not to Sue, Non-  Disclosure and
     Non-Solicitation Agreement, which is Exhibit A to the Plan and Exhibit A to
     the  Termination  Agreement  between  the  Company  and you  which  is also
     effective as of the Effective Time, shall be null and void and paragraph 3a
     of Exhibit A to both documents shall read 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.

     For  purposes of this letter and the Plan,  notices and all  communications
provided for in this letter or the Plan shall be in writing and shall be treated
as having been duly given when  delivered or mailed by United  States  certified
mail, return receipt requested, postage prepaid, addressed as follows: (i) if to
you,  your address  indicated  on the first page of this letter;  (ii) if to the
Company or the Subsidiary,  Summit Bancorp., 301 Carnegie Center, P.O. Box 2066,
Princeton,  New Jersey 08543- 2066, Attention:  Corporate Secretary; or (iii) to
such other address as either party may have furnished to the other in writing in
accordance with this  paragraph,  except that notices of change of address shall
be effective only upon receipt.

     All questions  pertaining  to the  construction,  regulation,  validity and
effect of the provisions hereof will be determined in accordance with the law of
the State of New Jersey  regardless of the law that might otherwise govern under
applicable New Jersey principles of conflict of laws.

     Your participation in the Plan is conditioned on your acknowledgment of the
terms of this letter.  You also agree that this letter and your participation in
the Plan supersedes all prior participation letters and understandings  relating
to severance  benefits  payable by the Company or the Subsidiary under severance
plans of the  Company  and its  Subsidiaries,  and all such  prior  letters  and
understandings  shall be null and void  except for your  Termination  Agreement,
dated as of the date of merger of Prime Bancorp,  Inc. into Summit Bancorp.  You
agree  that this  letter  and your  participation  in the Plan  supersedes  your
Employment  Agreement  with Prime  Bancorp,  Inc.  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
employment  contracts with or severance benefits payable by Prime Bancorp,  Inc.
or Prime Bank and that such Employment Agreement,  except as aforesaid,  and any
other such agreements and understandings shall be null and void. Please sign the
enclosed  copy of this letter and deliver it to the Company in order to evidence
such acknowledgment and agreement.

                                   Sincerely,

                                   SUMMIT BANCORP.


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

Acknowledged and Agreed:

   /s/  James J. Lynch
----------------------
        James J. Lynch


Dated:   July 30, 1999



Summit Bancorp. Executive Severance Plan
(Incorporated by reference to Exhibit (10)FF(ii)
on Form 10-Q for the quarter ended June 30, 1998)




                                                        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 __________________