Execution Copy

                                 SUMMIT BANCORP

                      BENEFITS PROTECTION TRUST AGREEMENT

                  THIS TRUST AGREEMENT, made as of the 29th day of September,
2000, by and between SUMMIT BANCORP., a New Jersey corporation (hereinafter
referred to as "Summit "), and Wachovia Bank, N.A., a national banking
organization (hereinafter referred to as the "Trustee ").


                              W I T N E S S E T H :

                  WHEREAS, Summit maintains (i) certain unfunded benefit plans
under which it is obligated to make payments of benefits to employees
participating in such plans and (ii) certain unfunded severance pay plans and
arrangements under which it is obligated to pay severance and other benefits to
employees whose employment terminates, within a period specified in each such
plan or arrangement, following a change in control of Summit; and

                  WHEREAS, to better ensure participants and their beneficiaries
of the future payment of benefits due to them or to which they reasonably may
anticipate receiving pursuant to such plans and arrangements, Summit desires (i)
to establish a grantor trust under the terms and conditions hereinafter set
forth (the "Trust ") and (ii) to deposit from time to time with the Trustee, as
provided herein and subject to the claims of the existing or future general
creditors of Summit as set forth herein, amounts of cash or other property, for
the payment of: (a) benefits under the unfunded benefit plans and other
arrangements listed on Schedule 1(a) attached hereto ("Schedule 1(a) "), (b)
benefits under the severance pay plans and other arrangements listed on Schedule
1(b) attached hereto ("Schedule 1(b)") [collectively, Schedule 1(a) and Schedule
1(b) shall be referred


<PAGE>

to as "Schedule 1."], (c) the fees and expenses incurred by the Trustee in
enforcing their claims against Summit and its affiliates with respect to such
plans and arrangements, and (d) the fees and expenses of the Trustee in
administering the Trust; and

                  WHEREAS, Summit desires to authorize the Trustee prior to a
Change in Control to resolve claims for benefits under such plans and other
arrangements; and

                  WHEREAS, the Trustee agrees to accept the Trust and the above
described deposits; and

                  WHEREAS, Summit, upon execution of this Trust, will deliver to
the Trustee copies of all of the plans and other arrangements listed on Schedule
1 and thereafter, will deliver to the Trustee if any additional plan of
arrangement is to be covered by the Trust, an amended Schedule 1 together with a
copy of each such additional plan or arrangement and, if any covered plan or
arrangement is amended, a copy of each amendment to a covered plan or
arrangement; and

                  WHEREAS, the Trustee is not a party to any such plan or
arrangement;

                  NOW, THEREFORE, Summit and the Trustee agree as follows:



<PAGE>

                                   ARTICLE 1

                                   Definitions

                  The following words and phrases shall have the following
meanings when used herein unless a different meaning is plainly required by the
text. Words used in the masculine also apply to the feminine where applicable,
and wherever the context dictates the plural includes the singular and the
singular includes the plural.

     1.1 "Affiliate " shall mean any corporation, partnership or other entity,
the majority interest in which is held by the Company directly or through one or
more intermediaries.

     1.2 "Benefit Account " shall mean with respect to each Plan the account
maintained by the Trustee pursuant to Article 5 for the purpose of providing for
the payment of benefits under such Plan.

     1.3 "Board" shall mean the Board of Directors of Summit.

     1.4 "Change in Control " shall be deemed to have occurred if there is a
change in control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A or Item 1(a)
of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act "), whether or not Summit is then subject to such reporting
requirement; provided that, without limitation, a Change in Control shall also
be deemed to have occurred:

         (a) 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
Affiliates or an employee benefit plan of the Company (or any fiduciary on
behalf of any such employee benefit plan) or a corporation controlled by the
Company's shareholders and in which



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<PAGE>

their ownership is of substantially the same character and is in substantially
the same 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 25% or more of the combined voting power
of the Company's outstanding securities then entitled to vote for the election
of directors; or

         (b) if during any period of two consecutive years, Continuing Directors
cease for any reason to constitute at least a majority of the Board (excluding,
for purposes of this calculation, any director who dies during such period); or

         (c) 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 100 shares or more;
or

         (d) if the Board shall approve the sale of all or substantially all of
the assets of the Company; or

         (e) 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 (a), (b) or (c) or the opening paragraph above of
this Section 1.4 or that the shareholders of the Company receive or retain stock
having less than 65% combined voting power of the Company's outstanding
securities then entitled to vote for the election of directors resulting from
such transaction in substantially the same proportions as their prior ownership
of the Company.

     1.5 "Committee " shall mean the Compensation Committee of the Board.

     1.6 "Company " shall mean Summit Bancorp. and its successors and assigns.


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<PAGE>

     1.7 "Continuing Directors " shall mean those members of the Board at the
beginning of the two (2) year period commencing on the occurrence of any event
described in clause (b) of Section 1.4 and those members of the Board who
subsequently became such and whose selection or nomination for election by the
Company's shareholders was approved by a majority of the then Continuing
Directors.

     1.8 "Director " shall mean any member of the Board.

     1.9 "Participant " shall mean each active or former director or employee of
the Company and any of its Affiliates who is covered under any of the Plans as
of the date of a Change in Control and his or her beneficiaries.

     1.10 "Plan(s) " shall mean those plans and other arrangements listed on
Schedule 1(a) or 1(b), as amended from time to time.

     1.11 "Threatened Change in Control " shall mean any of the following events
(whether occurring before, on or after the date hereof):

         (a) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control; or

         (b) any person (including the Company) publicly announces (including
announcements prior to the date hereof) an intention to take or to consider
taking actions which, if consummated, would constitute a Change in Control; or

         (c) any person becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company's then outstanding securities then entitled to vote for the
election of directors; or


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<PAGE>

         (d) the Board notifies the Trustee in writing that a threat of a Change
in Control exists.

     1.12 "Threatened Change in Control Period " shall mean the period beginning
on the date a Threatened Change in Control commences and ending on the date when
any of the following occurs:

         (a) the Company abandons any agreement referred to in clause (a) of
Section 1.11; or

         (b) any person who made an announcement referred to in clause (b) of
Section 1.12 publicly announces that he or she no longer intends to take or is
no longer considering the taking of actions which, if consummated, would
constitute a Change in Control; or

         (c) any person referred to in clause (c) of Section 1.12 ceases to be
the direct or indirect beneficial owner of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding securities then entitled to vote for the election of directors; or

         (d) the date the Board shall have notified the Trustee in writing that
the Threatened Change in Control has terminated when the Threatened Change in
Control Period has commenced by reason of a written notification by the Board as
provided in clause (d) of Section 1.12; or

         (e) the date a Change in Control occurs.

     1.13 "Trustee Expense Account " shall mean the account maintained by the
Trustee pursuant to Article 3 for the payment of its fees and expenses.




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<PAGE>

                                   Article 2

                               Creation of Trust

     2.1 The Company hereby establishes with the Trustee and the Trustee hereby
accepts a trust, which shall consist of the following accounts for the purpose
of accounting for funds delivered to the Trustee by the Company: the Trustee
Expense Account, the Claims Expense Account and one or more Benefit Accounts.
The Trustee Expense Account shall be used exclusively to pay the fees, expenses
and indemnities due or incurred by the Trustee in accordance with the terms of
this Trust Agreement. The Claims Expense Account shall be used exclusively to
pay the expenses incurred in connection with the enforcement, whether by
negotiation, arbitration, settlement or litigation, of the claims of
Participants of their claims for benefits under the Plans. Each Benefit Account
shall be used to make payments under the designated Plan. The Trustee, for
investment purposes only, may commingle all Trust assets and treat them as a
single fund, but the records of the Trustee at all times shall show the
percentages or assets of the Trust Fund allocable to each of the aforesaid
accounts.

     2.2 The Company and the Trustee agree that the Trust created herein shall
not be revocable by the Company during a Threatened Change in Control Period or
upon a Change in Control, but shall be revocable at any other time. The Trust
established hereunder is intended to be a grantor trust within the meaning of
Section 671 of the Internal Revenue Code of 1986, as thereafter amended (the
"Code ")(to the extent it is considered a trust for tax purposes) and all
property contributed to the Trust and interest and other income earned on the
investments of the Trust shall be held in trust in accordance with this Trust
Agreement, but shall be the property of, and taxable to, the



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<PAGE>

Company. All taxes on or with respect to the Trust shall be payable by the
Company from its separate funds and shall not be a charge against the Trust.

     2.3 The Company, simultaneously with the execution of this Trust Agreement,
will deliver to the Trustee copies of all Plans. Prior to a Change in Control
and without consent by the Trustee, the Company may from time to time add plans
and arrangements to Schedule 1 or delete Plans from Schedule 1 (except the
Company may not delete, during a Threatened Change in Control Period, a Plan
which has not terminated in accordance with its terms), and Schedule 1 shall be
amended accordingly; provided, however, that the effect of such action shall not
unreasonably increase the Trustee's responsibilities hereunder without the
Trustee's consent. On or after a Change in Control, the Company may not add any
plan or arrangement to Schedule 1 or delete any Plan from Schedule 1.

     2.4 The Company shall provide the Trustee with copies of each plan or
arrangement added to Schedule 1 and of each amendment or modification to any
Plan within 15 days of approval by the Company to add any such plan or
arrangement or to amend or modify any Plan.


                                   Article 3

                            Trustee Expense Account


     3.1 At any time, the Company shall have the unlimited right to deliver cash
to be held in trust and credited to the Trustee Expense Account or add to the
Trustee Expense Account additional amounts of cash or other property acceptable
to the Trustee. The Company hereby agrees to pay from time to time the
reasonable fees and expenses of the Trustee.



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<PAGE>

     3.2 The Company may withdraw from time to time funds or property from the
Trustee Expense Account prior to a Threatened Change in Control Period or a
Change in Control, or after a Threatened Change in Control Period ends (other
than by reason of a Change in Control) upon written demand to the Trustee. The
Company may not make any withdrawal from the Trustee Expense Account during a
Threatened Change in Control Period or after a Change in Control. The Company
may withdraw all remaining funds in the Trustee Expense Account upon the
termination of the Trust in accordance with Article 15.

     3.3 The Trustee Expense Account shall be used by the Trustee for the
purposes and in the manner provided in Article 9.

     3.4 As soon as possible (but in no event beyond three business days)
following a Threatened Change in Control or upon a Change in Control, the
Company shall provide the Trustee with sufficient funds to increase the value of
the Trustee Expense Account to not less than $150,000.

                                   Article 4

                                 Benefit Account

     4.1 Concurrently with the execution of this Trust, the Company will deliver
to the Trustee, to be held in trust hereunder and credited to the Benefit
Account, the sum of $5,000 in cash, to be administered and disposed of by the
Trustee as provided herein.

     4.2 The Company may withdraw from time to time funds or property from any
Benefit Account prior to a Threatened Change in Control Period or a Change in
Control, or after a Threatened Change in Control Period ends (other than by
reason of a Change in Control), upon written demand to the Trustee. The Company
may not make




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<PAGE>

any withdrawal from any Benefit Account during a Threatened Change in Control
Period or after a Change in Control. Upon a Change in Control and after the
later of (a) the third anniversary of the most recent Change in Control, if any,
or (b) the date all claims of entitlement to benefits under the Plans have been
settled or otherwise finally determined, a nationally recognized firm of
independent public accountants or actuaries appointed by the Company or, if no
such appointment is made within 30 days, the Trustee shall make, with respect to
each Plan, a good faith estimate of the aggregate present value (based on a 6%
interest rate and such other actuarial assumptions as such accountants or
actuaries shall reasonably determine) of the maximum amount of all unpaid
benefit obligations with respect to such Plan (including amounts to be paid
under such Plan in respect of Section 4999 of the Code with respect to benefits
payable under any retirement plan of the Company). After such determination, the
Company shall deliver, for each Plan, cash or other property to the Trustee if
(i) below is greater than (ii), in an amount equal to the difference of (i) the
estimated maximum amount of all remaining benefit obligations and (ii) the
amount then credited to the Benefit Account for such Plan, in order that (i) and
(ii) shall be equal.

     4.3 The Benefit Account shall be used by the Trustee for the purposes and
in the manner set forth in Article 5.

                                    Article 5

                             Payments from the Trust

     5.1 The Company shall, after a Change in Control, notify the Trustee within
three days after any Participant ceases to be employed by the Company. At the
time of such notice, the Company shall provide a copy of the written notice of
termination, if



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<PAGE>

any, provided by the Company to the Participant or by the Participant to the
Company, and the Company's written determination as to such Participant's
entitlement to severance pay or other benefits under the Plans. If the Company
fails to provide the Trustee with a timely determination or determines that a
Participant is not entitled to one or more benefits under a Plan, the Trustee
shall promptly notify the Participant of the claims procedure under Section 5.2
and the Participant may make a claim for benefits pursuant to Section 5.2.

     5.2 (a) A Participant may at any time after a Change in Control make a
claim of entitlement for benefits under one or more Plans by written notice to
the Trustee. The Participant may from time to time provide the Trustee with any
relevant information in support of the Participant's claim. The Trustee shall
promptly notify the Company of any claim made by a Participant for benefits
under one or more Plans and shall provide the Company with a copy of such claim.
The Company shall be entitled to provide in writing to the Trustee (with a copy
to the Participant), within fifteen (15) days after delivery of such notice,
such information it deems relevant to resolve such claim. Also, the Company
shall furnish the Trustee as soon as possible with such information as may be
reasonably requested by the Trustee.

         (b) The Trustee shall make its determination on a Participant's claim
of entitlement for benefits under a Plan as soon as reasonably practicable (but
in any event within sixty (60) days after it notifies the Company of any claim
received from the Participant) unless the Participant requests additional time
to submit information or the Trustee does not have all required information or
data necessary to make a final determination. If the Trustee determines that a
Participant is not entitled to one or more



                                       11
<PAGE>

benefits under a Plan, the Trustee shall provide the Participant and the Company
with a written explanation of its determination. The Participant (but not the
Company) may ask for reconsideration by the Trustee of its adverse
determination, and the Trustee shall have no more than ten (10) days following
any such request to issue its final decision. The Trustee's decision in all
cases shall be conclusive, non-appealable and binding upon the Company. However,
if the decision of the Trustee is adverse to a Participant, the Participant may
pursue any other rights the Participant may have under the relevant Plan or
otherwise.

         (c) The amount of the benefit or benefits to which a Participant shall
be entitled shall be reasonably determined at appropriate times by the Trustee
based on information provided to it by the Company and the Participant. In the
case of benefit payments in respect of, or which are determined in whole or in
part with reference to Section 280G and/or Section 4999 of the Code, the Trustee
may rely upon a good faith calculation of the amount of such payments by the
Company's independent certified public accountants. If the amount of severance
or other benefit payments determined or made by the Trustee is based on or is
the result of a clear error or a lack of appropriate information, the Trustee in
its sole discretion may correct at any time the amount of any payments
previously made or to be made.

     5.3 After a Change in Control the Trustee shall, to the extent designated
funds are available in the Benefit Account for such purpose, make payments to
the Participants and beneficiaries with respect to the Plans in such manner and
in such amounts as indicated in a payment schedule (which shall give the Trustee
sufficient information to determine the amounts each Participant provided) by
the Company upon a Change in



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<PAGE>

Control or, if a Participant makes a claim under Section 5.2, as determined by
the Trustee in accordance with Section 5.2, to the extent not paid by the
Company.

     5.4 If, after a Change in Control, the Internal Revenue Service issues a
notice of deficiency to a Participant stating that such Participant is subject
to any federal income tax by reason of any undistributed interest in the Trust,
the Trustee, upon a written request of such Participant and presentation of a
copy of such notice of deficiency, shall distribute to such Participant the
amount included in such Participant's income by reason of any interest in the
Trust but not more than the present value of the Participant's accrued benefit
under the Plan to which such notice of deficiency relates. The Trustee shall not
be liable in any way for any payment made pursuant to any such written request.
Any such payment shall be offset, on an actuarially equivalent basis, against
any benefit to which such Participant is otherwise entitled under the Plans.

     5.5 Payments to Participants pursuant to Sections 5.3 and 5.4 shall be made
by the Trustee to the extent that funds in the relevant Benefit Account are
sufficient to allow such payments. In any month in which the Trustee determines
that a Benefit Account does not have sufficient unrestricted funds to provide
for the payment of all amounts otherwise payable to Participants in such month
under the relevant Plan, the amount otherwise payable to each such Participant
under such Plan during such month shall be reduced by a fraction, the numerator
of which is the aggregate amount of unrestricted funds then available for the
payment of benefits under such Plan and the denominator of which is the total of
the benefits payable prior to such reduction during such month to all
Participants under such Plan. The Trustee shall notify the Company of the amount
of any reductions in payments made pursuant to this Section and shall demand, on
behalf of all



                                       13
<PAGE>

Participants, payment by the Company of the balance of the payments. Nothing in
this Section shall affect the right of any Participant to the full amount of his
or her benefit from the Company, to the extent not paid from the Trust.

     5.6 With respect to the Company only and in order to minimize costs to the
Company, the claims procedure under Section 5.2 shall be the exclusive method
for determining a Participant's eligibility for benefits under the Plans and
shall supersede any provisions of any Plan to the extent such provisions are
inconsistent with Section 5.2. However, the claims procedure under Section 5.2
shall not preclude, after a determination from the Trustee, the right of a
Participant to seek arbitration of his or her claim under a Plan in accordance
with the provisions of the Plan.


                                   Article 6

                           Management of Trust Assets

     6.1 Prior to a Change in Control, the Trustee shall exercise its investment
powers under Section 6.3 as designated by the written direction of the Company
from time to time. The Trustee shall not be under any duty, or have any right,
to question any such directions of the Company or to review any securities or
other property held pursuant to such direction, or to make any suggestions to
the Company in connection therewith; and the Trustee shall comply as promptly as
practicable with any directions given by the Company hereunder. In exercising
its powers of direction under this Section 6.1 the Company shall act by its
Chief Financial Officer or his or her written designee and the Trustee shall
follow such written directions.

     6.2 After a Change in Control, the Trustee shall have exclusive authority
and discretion to manage and control the Trust assets pursuant to the powers
granted to it



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<PAGE>

under Section 6.3; provided, however, that the Trustee may employ investment
managers, including affiliates of the Trustee, to manage the investment of the
Trust assets.

     6.3 The Trustee may exercise, from time to time and at any time, the
following powers in its sole discretion (or at the direction of an investment
manager) after a Change in Control and at the direction of the Company prior to
a Change in Control:


         (a) To invest and reinvest the assets of the Trust, without distinction
between principal and income, in shares of stock (whether common or preferred)
or other evidences of ownership, mutual funds, including proprietary mutual
funds advised by the Trustee, bonds, debentures, notes or other evidences of
indebtedness, unsecured or secured by liens on real or personal property
wherever situated (including any part interest in a bond and mortgage or note
and mortgage whether insured or uninsured), and other property, or part interest
in property, real or personal, tangible or intangible, foreign or domestic, and
in order to reduce the rate of interest rate fluctuations, contracts, as either
buyer or seller, for the future delivery of United States Treasury securities
and comparable Federal-Government-backed securities, and including securities of
the Company; provided, however, that the Trustee shall not invest the assets of
the Trust in assets for which a reasonably liquid market does not exist, such as
direct ownership of real estate;

         (b) To sell, convey, redeem, exchange, grant options for the purchase
or exchange of, or otherwise dispose of, any real or personal property, at
public or private sale, for cash or upon credit, with or without security,
without obligation on the part of any person dealing with the Trustee to see to
the application of the proceeds of or to inquire into the validity, expediency
or propriety of any such disposition;



                                       15
<PAGE>

         (c) To exercise, personally or by general or limited proxy, the right
to vote any shares of stock, bonds or other securities held in the Trust; to
delegate discretionary voting power to trustees of a voting trust for any period
of time; and to exercise, personally or by power of attorney, any other right
appurtenant to any securities or other property of the Trust;

         (d) To join in or oppose any reorganization, recapitalization,
consolidation, merger or liquidation, or any plan therefor, or any lease,
mortgage or sale of the property of any organization the securities of which are
held in the Trust; to pay from the Trust any assessments, charges or
compensation specified in any plan of reorganization, recapitalization,
consolidation, merger or liquidation; to deposit any property with any committee
or depositary; and to retain any property allotted to the Trust in any
reorganization, recapitalization, consolidation, merger or liquidation;

         (e) To exercise or sell any conversion or subscription or other rights
appurtenant to any stock, security or other property held in the Trust;

         (f) To borrow from any lender (including the Trustee in its individual
capacity) money, in any amount and upon any reasonable terms and conditions, for
purposes of this Trust Agreement, and to pledge or mortgage any property held in
the Trust to secure the repayment of any such loan;

         (g) To compromise, settle or arbitrate any claim, debt or obligation of
or against the Trust; to enforce or abstain from enforcing any right, claim,
debt or obligation and to abandon any property determined by it to be worthless;

         (h) To make loans of securities held in the Trust to registered brokers
and dealers upon such terms and conditions as are permitted by applicable law
and



                                       16
<PAGE>

regulations, and in each instance to permit the securities so loaned to be
registered in the name of the borrower or a nominee of the borrower; provided,
however, that in each instance the loan is adequately secured and neither the
borrower nor any affiliate of the borrower has discretionary authority or
control with respect to the assets of the Trust involved in the transaction or
renders investment advice with respect to those assets;

         (i) To purchase, acquire, maintain or otherwise procure any insurance
or annuity contracts of any type, and to make all payments of premiums as may be
necessary to maintain such contracts; and

         (j) To invest and reinvest any property held in the Trust in any other
form or type of investment not specifically mentioned in this Section, subject
to the last clause of clause (a) of Section 6.3.

                                    Article 7

                              Administrative Powers

     7.1 The Trustee shall have in its sole and absolute discretion and may
exercise from time to time and at any time the following administrative powers
and authority with respect to the Trust:

         (a) To hold property of the Trust in its own name or in the name of a
nominee or nominees, without disclosure of the Trust, or in bearer form so that
it will pass by delivery; provided, however, that no such holding shall relieve
the Trustee of its responsibility for the safe custody and disposition of the
Trust in accordance with the provisions of this Trust Agreement, the Trustee's
books and records shall at all times show that such property is part of the
Trust, and the Trustee shall be absolutely liable for



                                       17
<PAGE>

any loss occasioned by the acts of its nominee or nominees with respect to
securities registered in the name of the nominee or nominees;

         (b) To organize and incorporate under the laws of any state it may deem
advisable one or more corporations (and to acquire an interest in any such
corporation that it may have organized and incorporated) for the purpose of
acquiring and holding title to any property, interest or right that the Trustee
is authorized to acquire under Article 6;

         (c) To employ in the management of the Trust suitable agents, and to
rely upon the advice of such agents;

         (d) To make, execute and deliver, as Trustee, any deeds, conveyances,
leases, mortgages, contracts, waivers or other instruments in writing that the
Trustee may deem necessary or desirable in the exercise of its powers under this
Trust Agreement; and

         (e) To do all other acts that the Trustee may deem necessary or proper
to carry out any of the powers set forth in this Trust Agreement and to
safeguard the assets of the Trust or otherwise in the best interests of the
Trust.

                                   Article 8

                    Trustee's Powers after Change in Control

     8.1 At the time the Company makes a contribution to any Benefit Account
with respect to a Plan, the Company shall provide the Trustee a list of the
names, addresses, and Social Security numbers of all eligible Participants and
notify all Participants who are entitled to receive benefits under such Plan, in
writing, of the establishment of this Trust and that there may be funds
available in the Benefit Account which the Trustee, as set forth in Article 5,
may distribute to them. If the Company fails



                                       18
<PAGE>

to advise the Trustee that the Participants have been so notified, the Trustee
make its best efforts to notify eligible Participants. In either case, such
notice shall be delivered by hand, receipt required or sent by certified mail,
return receipt requested, to all Participants. In addition, the Trustee may, at
its option, provide such other notification as it may determine.

         (a) The Trustee is empowered to retain, at the expense of the Trust, to
be paid out of the Trust Expense Account, counsel and other appropriate experts
on a reasonable hourly basis, including actuaries and accountants, to aid it in
making any determination under Article 5 and to rely upon the advice of such
experts.

         (b) The Trustee may, in its discretion, if the assets of the Trust and
any earnings thereon are not sufficient to make payments of benefits and
expenses in accordance with Articles 3 and 4, notify the Company to such effect,
and, if the Company fails to contribute sufficient assets to the Trust, bring an
action to compel such contribution in the appropriate court.

                                    Article 9

                   Taxes, Expenses and Compensation of Trustee

     9.1 The Company shall pay any Federal, state, local or other taxes imposed
or levied with respect to the assets and/or income of the Trust or any part
thereof under existing or future laws, and the Company, in its discretion, or
the Trustee, at the direction and expense of the Company (or if the Company does
not pay such expense, at the expense of the Trust), may contest the validity or
amount of any tax, assessment, claim or demand respecting the Trust or any part
thereof. The Trustee shall deduct any payroll



                                       19
<PAGE>

and other taxes required to be withheld with respect to any payments made to
Participants pursuant to the Trust.

     9.2 The Trustee shall be reimbursed by the Company on a monthly basis, or
on such other basis as agreed to by the Trustee and the Company, for the fees
and expenses set forth in Schedule 2 attached hereto and its reasonable
expenses, including but not limited to the retention of legal counsel (including
legal counsel and other professionals retained pursuant to Article 10 and to
legal counsel retained to represent the Trustee in any action brought by the
Company or any Participant against the Trustee), accountants, actuaries and such
other professionals as the Trustee determines are necessary or appropriate to
enable it to perform its services as Trustee. The Trustee may pay such fees and
expenses from the Trustee Expense Account unless the Company pays such amount
directly to the Trustee within 15 days after written demand for such payment. In
the event that payment is made hereunder to the Trustee from the Trustee Expense
Account, the Trustee shall promptly notify the Company in writing of the amount
of such payment. In the event that the funds in the Trust are insufficient, the
Trustee shall have no obligation to expend its own funds in payment thereof.
Prior to a Change in Control, the Company shall have the right to review such
fees and expenses.

                                   Article 10

                            General Duties of Trustee

     10.1 Subject to Article 16 the Trustee shall discharge its duties under
this Trust Agreement solely in the interest of the Participants in the Plans and
(a) for the exclusive purpose of providing benefits to such Participants,
safeguarding the assets of the Trust and defraying reasonable expenses of
administering the Trust, and (b) with the care, skill,



                                       20
<PAGE>

prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.

     10.2 The Company will notify the Trustee in writing of any facts of which
its officers have knowledge which have caused the commencement of or termination
of a Threatened Change in Control Period or whether a Change in Control has
occurred.

     10.3 The Trustee may consult with counsel, who may be counsel for the
Company prior to a Change in Control or for the Trustee in its individual
capacity, and shall not be deemed imprudent by reason of its taking or
refraining from taking any action in accordance with the opinion of counsel.


                                   Article 11

                                Indemnification

     11.1 The Company agrees, to the extent permitted by law, to indemnify and
hold the Trustee harmless from and against any liability that the Trustee may
incur in the administration of the Trust (including reasonable attorneys' fees
and expenses), unless arising from the Trustee's own negligence, misconduct, or
breach of the provisions of its obligations under this Trust Agreement (any such
non-excluded liability being a "Liability "). The Trustee shall not be required
to give any bond or any other security for the faithful performance of its
duties under this Trust Agreement, except as required by law. Prior to a Change
in Control, if any claim of Liability shall arise, the Company will engage legal
counsel reasonably satisfactory to the Trustee to conduct the defense against
such claim of Liability, and the Company will pay the reasonable fees and
disbursements of such counsel and all other reasonable costs of defense in
addition to any Liability as



                                       21
<PAGE>


finally determined. Either (a) if prior to a Change in Control, the Company
fails to take action to defend against any claim of Liability in a manner
reasonably satisfactory to the Trustee, if the Trustee reasonably determines
that it needs separate counsel based on a conflict of interest with the Company,
or if the Company fails to indemnify the Trustee for any Liability as provided
herein, or both, or (b) after a Change in Control, then the Trustee may engage
counsel of the Trustee's choice at the Company's expense or from the Trustee
Expense Account either to conduct the defense against such claim of Liability or
to conduct such actions as may be necessary to obtain payment of the indemnity
provided for herein, including the reasonable fees and disbursements of such
counsel and all other reasonable costs of defense in addition to any Liability
as finally determined, or to take both such actions.

     11.2 Any amount payable to the Trustee under this Article 11 and not
previously paid by the Company shall be paid by the Company promptly upon
written demand therefor by the Trustee or, if the Company fails to make payment
within 15 days after such written demand, from the Trustee Expense Account, and
if the Trustee Expense Account is insufficient, then from the Claims Expense
Account. In the event that payment is made hereunder to the Trustee from the
Trustee Expense Account or the Claims Expense Account, the Trustee shall
promptly notify the Company in writing of the amount of such payment. The
Company agrees that, upon receipt of such notice, it will deliver to the Trustee
to be held in the Trust an amount in cash (or in property acceptable to the
Trustee) equal to any payments made from the Trust to the Trustee pursuant to
this Article 11. The failure of the Company to transfer any such amount shall
not in any way impair the Trustee's right to indemnification, reimbursement and
payment



                                       22
<PAGE>

pursuant to this Article 11. The provisions of this Article 12 shall survive the
termination of this Trust Agreement.

                                   Article 12

                                    Accounts

     12.1 (a) The Trustee shall keep accurate and detailed accounts of all its
receipts, investments and disbursements under this Trust Agreement on a calendar
year basis. Such person or persons as the Company shall designate, and, after a
Change in Control, any Participant, shall be allowed to inspect the books of
account relating to the Trust upon request at any reasonable time during the
business hours of the Trustee.

         (b) Within 45 days after the end of each calendar quarter, the Trustee
shall transmit to the Company, and certify the accuracy of, a written statement
of the assets and liabilities of the Trust, showing the current value of each
asset at that date, and a written account of all the Trustee's transactions
relating to the Trust during the period from the last previous accounting to the
close of that quarter. For the purposes of this paragraph (b), the date on which
the Trustee relinquishes custodianship of the Trust assets and the date of
termination of the Trust each shall be deemed to be the close of a quarter.

         (b) Unless the Company shall have filed with the Trustee written
exceptions or objections to any such statement and account within 90 days after
receipt thereof, the Company shall be deemed to have approved such statement and
account; and in such case or upon the written approval by the Company of any
such statement and account, the Trustee shall be forever released and discharged
with respect to all matters and things contained in such statement and account
as though it had been settled by



                                       23
<PAGE>

decree of a court of competent jurisdiction in an action or proceeding to which
the Company and all persons having any beneficial interest in the Trust were
parties.

     12.2 The Trustee shall determine the fair market value of the Trust as of
each December 31, or more frequently (but not more often than monthly) if it so
desires.

     12.3 Nothing contained in this Trust Agreement or in the Plans shall
deprive the Trustee of the right to have a judicial settlement of its accounts.
In any proceeding for a judicial settlement of the Trustee's accounts or for
instructions in connection with the Trust, the only other necessary party
thereto in addition to the Trustee shall be the Company. If the Trustee so
elects, it may bring in as a party or parties defendant any other person or
persons. No person interested in the Trust, other than the Company, shall have a
right to compel an accounting, judicial or otherwise, by the Trustee, and each
such person shall be bound by all accountings by the Trustee to the Company, as
herein provided, as if the account had been settled by decree of a court of
competent jurisdiction in an action or proceeding to which such person was a
party.

                                   Article 13

                  Administration of the Plans; Communications

     13.1 The Company shall administer the Plans as provided therein and, except
as provided in Article 5 and Article 8 or as provided in the Plans and consented
to by the Trustee, the Trustee shall not be responsible in any respect for
administering the Plans. The Trustee shall not be responsible for the adequacy
of the Trust to meet and discharge all payments and liabilities under the Plans.
The Trustee shall be protected in relying upon any written notice, instruction,
direction or other communication signed by an officer of the Company designated
pursuant to this Trust Agreement. The Company,



                                       24
<PAGE>

from time to time, shall furnish the Trustee with the names and specimen
signatures of the designated officers of the Company, and shall promptly notify
the Trustee of the termination of office of any designated officers of the
Company and the appointment of a successor thereto. Until notified to the
contrary, the Trustee shall be fully protected in relying upon the most recent
list of the designated officers of the Company furnished to it by the Company.

     13.2 Any action required by any provision of this Trust Agreement to be
taken by the Board shall be evidenced by a resolution of such Board certified to
the Trustee by the Secretary or an Assistant Secretary of the Company under its
corporate seal, and the Trustee shall be protected in relying upon any
resolution so certified to it. Unless other evidence with respect thereto has
been specifically prescribed in this Trust Agreement, any other action of the
Company under any provision of this Trust Agreement, including any approval of
or exceptions to the Trustee's accounts, shall be evidenced by a certificate
signed by a designated officer of the Company, and the Trustee shall be
protected in relying upon such certificate. The Trustee may accept a certificate
signed by a designated officer of the Company as proof of any matter that it
deems necessary or desirable to have established in the administration of the
Trust (unless other evidence of such fact or matter is expressly prescribed
herein), and the Trustee shall be protected in relying upon the statements in
the certificate.

     13.3 The Trustee shall be entitled to rely upon any written notice,
instruction, direction, certificate or other communication believed by it to be
genuine and to be signed by the proper person or persons.



                                       25
<PAGE>

     13.4 Until written notice is given to the contrary, communications to the
Trustee shall be sent to it at its office at 301 North Church Street,
Winston-Salem, North Carolina 27101, Attn: Executive Services MC31013;
communications to the Company shall be sent to it at its office at 301 Carnegie
Center, P.O. Box 2066, Princeton, New Jersey 08543-2066, Attn: Corporate
Secretary, with a copy to Chief Financial Officer.

                                   Article 14

                        Resignation or Removal of Trustee

     14.1 The Trustee may resign at any time, other than during a Threatened
Change in Control Period or after a Change in Control, upon six months written
notice to the Company or such shorter period as is acceptable to the Company
(hereinafter referred to as the "Resignation Period ") and upon the effective
date of such resignation shall have no further duties hereunder. The Trustee
will have no duty to find or secure the appointment of a successor upon its
resignation pursuant to this Section nor shall its resignation or its
termination of any further duties be contingent upon the appointment and
qualification of a successor. Promptly after receipt of such notice, the Company
shall appoint a successor trustee, such trustee to become Trustee upon its
acceptance of this Trust.

     14.2 During a Threatened Change in Control Period or after a Change in
Control, the Trustee may resign only under the following circumstances:

         (a) A final decision of a court of competent jurisdiction removing the
Trustee by reason of such court's determination of the existence of a conflict
of interest which prevents the Trustee from properly performing its duties
hereunder. The Trustee agrees to use its best efforts to avoid any such
conflict. For purposes of this Trust



                                       26
<PAGE>

Agreement, the decision of a court shall not be deemed to be final unless the
decision is not appealable, or no appeal has been taken from the decision and
the time for an appeal has expired. Notwithstanding the foregoing provisions of
this clause (a), such resignation shall not be effective until the Company, with
the approval of a majority in interest of the Participants, has obtained the
agreement of a bank to act as successor trustee, or the court has appointed a
bank to act as successor trustee and such bank has accepted such appointment. In
any event, the Trustee shall continue to be custodian only of the Trust and may
not take any fiduciary action without the direction of the court until the new
trustee is installed, and the Trustee shall be entitled to expenses and fees
through the latter of the effective date of its resignation as Trustee or the
end of its custodianship of the Trust assets.

         (b) The assets of the Trustee Expense Account have been exhausted. The
Company shall appoint a successor trustee, subject to the consent of a majority
in interest of the Participants. In such event, the Trustee shall continue to be
custodian of the Trust until the new trustee is installed, and the Trustee shall
be entitled to expenses and fees through the latter of the effective date of its
resignation as Trustee or the end of its custodianship of the Trust assets.
Notwithstanding anything to the contrary contained in this clause if, at the
time the Trustee would otherwise have been entitled to resign pursuant to the
provisions thereof, there are funds remaining in any Benefit Account, the
Trustee shall continue to administer the Trust and make payments from such
Benefit Account in accordance with Article 5 and the Trustee will continue to
have all such powers provided for in the Trust to enable it to fulfill its
duties under Article 5, including the right to recover from the Benefit Account
all reasonable expenses as provided in



                                       27
<PAGE>

Article 10 relating to such relevant Benefit Account until such time that the
funds are exhausted. When all funds in all Benefit Accounts are exhausted, the
Trustee shall have the right to resign immediately in accordance with this
clause (b).

     14.3 During a Threatened Change in Control Period or after a Change in
Control, the Company, with the approval of a two-thirds majority of the
Participants, may remove the Trustee upon 30 days' written notice to the
Trustee, or upon shorter notice if acceptable to the Trustee. At any time other
than during a Threatened Change in Control Period or after a Change in Control,
the Company may remove the Trustee upon 30 days' written notice to the Trustee,
or upon shorter notice if acceptable to the Trustee. Such removals shall become
effective, however only upon the occurrence of all of the following events:

         (a) The appointment of a successor trustee by the Company; and

         (b) The acceptance of the Trust by the successor trustee; and

         (c) The delivery of the assets of the Trust to the successor trustee.

     14.4 Each successor trustee must be a bank which is among the 100 largest
banks in the United States, as measured by deposits. Each successor trustee
shall have the powers and duties conferred upon the Trustee in this Trust
Agreement, and the term "Trustee" as used in this Trust Agreement shall be
deemed to include any successor trustee. Upon designation or appointment of a
successor trustee, the Trustee shall transfer and deliver the Trust to the
successor trustee, reserving such reasonable sums as the Trustee shall deem
necessary to defray its expenses in settling its accounts, to pay any of its
compensation due and unpaid and to discharge any obligation of the Trust for
which the Trustee may be liable. If the sums so reserved are not sufficient for
these



                                       28
<PAGE>

purposes, the Trustee shall be entitled to recover the amount of any deficiency
from either the Company or the trust corpus held by the successor trustee, or
both. When the Trust shall have been transferred and delivered to the successor
trustee and the accounts of the Trustee have been settled as provided in Article
12, the Trustee shall be released and discharged from all further accountability
or liability for the Trust and shall not be responsible in any way for the
further disposition of the Trust or any part thereof.

     14.5 Notwithstanding anything to the contrary, in the event it resigns or
is removed, the Trustee shall have a right to have its accounts settled as
provided in Article 12.

                                   Article 15

                  Amendment of Agreement; Termination of Trust

     15.1 Except as set forth in Section 15.2, the provisions of this Trust
Agreement may not be amended and the Trust created hereby may not be terminated
by the Company during a Threatened Change in Control Period or after a Change in
Control. The Company reserves the right at any time other than during a
Threatened Change in Control Period or after a Change in Control to amend in
writing this Trust Agreement and to terminate the Trust created hereby to the
extent that it may deem advisable. No amendment shall be made without the
Trustee's consent thereto in writing if, and to the extent that, the effect of
such amendment is to increase the Trustee's responsibilities hereunder. Each
proposed amendment shall be delivered to the Trustee as a written instrument of
amendment, duly executed and acknowledged by the Company. The Company also shall
deliver to the Trustee a copy of any modifications or amendments to



                                       29
<PAGE>

the Plans. The Trustee's consent shall not be required for the termination of
the Trust pursuant to this Section 15.1 or its removal as Trustee under Section
14.3.

     15.2 The Company and the Trustee, after a Change in Control, upon written
advice of counsel, may amend the provisions of this Trust Agreement to the
extent required by applicable law or regulation. After a Change in Control, the
Company amend the provisions of this Trust Agreement with the consent of the
Trustee and a two-thirds majority in interest of the Participants then entitled
or who may become entitled to benefits under the Plans or (b) terminate this
Trust Agreement with the consent of the Trustee and all of the Participants then
entitled or who may become entitled to benefits under the Plans; provided,
however, that in no event shall the assets of the Trust be utilized other than
to provide to the extent necessary for the payment of benefit obligations under
the Plans and fees and expenses of the Trust and that, after such obligations
are provided for, any remaining assets shall revert to the Company.

     15.3 In the event the Company terminates the Trust pursuant to Section
15.1, the Trustee shall reserve such sums it deems necessary to pay its fees and
expenses, shall distribute all remaining assets of the Trust in accordance with
the written directions of the Company and shall provide the Company with a final
written account in accordance with Article 12.

     15.4 Subject to Section 16.2, in the event of a Change in Control, the
Trust shall continue in effect until the later of (a) the third anniversary of
the date on which a Change in Control occurs or (b) the date on which the final
payment of all amounts payable to all Participants pursuant to the Plans, and
all amounts due to the Trustee and all costs and expenses chargeable to the
Trust have been paid or otherwise provided for.



                                       30
<PAGE>

Upon termination of this Trust, the Trustee shall have a right to have its
account settled as provided in Article 12. Promptly upon termination of this
Trust, and after payment of all fees, expenses and indemnities due to or
incurred by the Trustee hereunder, any remaining assets of the Trust shall
revert to the Company.

     15.5 At the option of the Company, the Company may at any time offer each
Participant (and not less than all Participants), to the extent such offer would
not result in constructive receipt of income by such Participant, the
opportunity to receive a cash lump sum equal to the aggregate present value
(based on a 6% interest rate and such other actuarial assumptions as the
independent public accountants, with the approval of the Trustee, shall
reasonably determine) of such Participant's then remaining benefit entitlement
under all Plans, as calculated by the Company's independent public accountants.
Each Participant shall be entitled to accept any such offer made by the Company
to the Participant regardless of whether any other Participant decides to accept
the Company's offer. The acceptance by a Participant of an offer by the Company
pursuant to this Section shall not constitute a waiver or extinguishment of any
rights the Participant may have under this Trust or any Plan unless and until
the Participant has received payment of the full amount offered to, and accepted
by, the Participant.

                                   Article 16

                            Prohibition of Diversion

     16.1 Except as provided in Sections 3.2, 4.2, 5.2, 15.1, and 16.2, no time
prior to the satisfaction of all liabilities with respect to Participants under
the Plans shall any part of the corpus and/or income of the Trust be used for,
or diverted to, purposes other than for the exclusive benefit of such
Participants in receiving benefits under the Plans



                                       31
<PAGE>

and defraying reasonable expenses of administering the Plans or performing any
of the Trustee's duties under this Trust Agreement.

     16.2 Notwithstanding any provision of this Trust Agreement to the contrary,
the assets of the Trust shall at all times be subject to claims of the general
creditors of the Company in the manner provided in this Section 16.2. The Board
and the officers of the Company shall notify the Trustee in writing if the
Company becomes subject to a proceeding under the United States Bankruptcy Code
or is otherwise insolvent. Upon such notice the Trustee shall not pay benefits
from Trust assets, shall hold the assets for the general creditors of the
Company, and shall deliver the assets of the Trust to satisfy the claims of
creditors, as directed by an appropriate court. The Trustee shall resume
payments under the terms of the Trust only after determining that the Company is
not insolvent or after receiving a judicial decision to that effect. Upon
resumption of payments, the first payment shall include all amounts unpaid as
the result of the discontinuance of payments under this Section 16.2, plus any
earnings on such amounts from the dates the payments were due. The Company shall
be considered insolvent if it is unable to pay its debts as they mature or if it
is subject to a pending proceeding as a debtor under the Bankruptcy Code. In the
event the assets of the Trust are used to satisfy, in whole or in part, the
claims of creditors of the Company, the Trustee shall make claim on behalf of
the Participants for such amount against the Company.

                                   Article 17

                     Prohibition of Assignment of Interest

     17.1 No Participant shall have any preferred claim on, or any beneficial
ownership interest in, any assets of the Trust before such assets are paid to
the Participant



                                       32
<PAGE>

as provided hereunder, and all rights created under the Trust and the Plans
shall be unsecured contractual rights of the Participant against the Company.

     17.2 No part of, or claim against, the assets of the Trust may be assigned,
anticipated, alienated, encumbered, garnished, attached, or in any other manner
disposed of by any of the Participants, and no such part or claim shall be
subject to any legal process or claims of creditors of any of the Participants.

                                   Article 18

                                 Miscellaneous

     18.1 This Agreement shall be interpreted, construed and enforced, and the
Trust hereby created shall be administered, in accordance with the laws of the
United States and of the State of New Jersey. Nothing in this Trust Agreement
shall be construed to subject the Trust created hereunder to the Employee
Retirement Income Security Act of 1974, as amended.

     18.2 The Company shall, at any time and from time to time, upon the
reasonable request of the Trustee, execute and deliver such further instruments
and do such further acts as may be necessary or proper to effectuate the purpose
of this Trust Agreement.

     18.3 The titles to Articles of this Trust Agreement are placed herein for
convenience of reference only, and the Agreement is not to be construed by
reference thereto.

     18.4 The Trustee shall maintain the confidentiality of any information
provided to the Trustee which is not generally known unless required to disclose
such information by applicable laws or legal process.




                                       33
<PAGE>

     18.5 This Agreement shall bind and inure to the benefit of the successors
and assigns of the Company and the Trustee, respectively and the Plans.

     18.6 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute but one instrument, which may be sufficiently evidenced by any
counterpart.

     18.7 If any provision of this Trust Agreement is determined to be invalid
or unenforceable the remaining provisions shall not for that reason alone also
be determined to be invalid or unenforceable.

     18.8 Each Participant and his or her beneficiary or beneficiaries are
intended beneficiaries under this Trust, and shall be entitled to enforce all
terms and provisions hereof with the same force and effect as if such person had
been a party hereto. The definition of "Participant" at Section 1.10 and the use
of "Participant" and "Participants" throughout this Agreement do and are
specifically intended to include each and every beneficiary of a Participant.

     18.9 Any corporation resulting from any merger, consolidation or conversion
to which the Trustee may be a party, or any corporation otherwise succeeding
generally to all or substantially all of the assets or business of the Trustee,
shall be the successor to it as Trustee hereunder, without the execution of any
instrument or any further action on the part of any party hereto.




                                       34
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be executed in their respective names by their duly authorized
officers under their respective corporate seals as of the day and year first
above written.
                                  SUMMIT BANCORP.


                                  By: /s/ John G. Collins
                                      ------------------------
                                    Name: John G. Collins
                                    Title: Vice Chairman


CORPORATE SEAL


Attest: /s/ Richard F. Ober, Jr.
        -------------------------
         Corporate Secretary


                                  WACHOVIA BANK, N.A.


                                  By: /s/ Joe O. Long
                                      ------------------------
                                    Name: Joe O. Long
                                    Title: Senior Vice President/Group Executive


CORPORATE SEAL


Attest: /s/ Ronald W. Dailey
        -------------------------
         Secretary







                                       35
<PAGE>



STATE OF NEW JERSEY        )
                           :  SS.:
COUNTY OF MERCER           )

                  On this 1st day of September, 2000, before me personally came
John G. Collins, to me known, who, being by me duly sworn, did depose and say
that he is, Secretary of Summit Bancorp., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like order.

                                          /s/ Lori A. Weirzbinsky
                                          -----------------------------
                                          Lori A. Weirzbinsky
                                          Notary Public of New Jersey
                                          My Commission Expires April 28, 2003



STATE OF NORTH CAROLINA    )
                           :  SS.:
COUNTY OF FORSYTH          )

                  On this 29th day of September, 2000, before me personally came
Joe O. Long, to me known, who, being by me duly sworn, did depose and say that
he is an Senior Vice President of Wachovia Bank, N.A., a national banking
organization, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.


                                          /s/ Donna A. Nash
                                          -----------------------------
                                          Notary Public
                                          My Commission Expires December 9, 2000













                                       36
<PAGE>



                                TABLE OF CONTENTS

                                                                         Page

Article 1             Definitions.........................................3

Article 2             Creation of Trust...................................7

Article 3             Trustee Expense Account.............................8

Article 4             Benefit Account.....................................9

Article 5             Payments from the Trust............................10

Article 6             Management of Trust Assets.........................14

Article 7             Administrative Powers..............................17

Article 8             Trustee's Powers after Change in Control...........18

Article 9             Taxes, Expenses and Compensation of Trustee........19

Article 10            General Duties of Trustee..........................20

Article 11            Indemnification....................................21

Article 12            Accounts...........................................23

Article 13            Administration of the Plans; Communications........24

Article 14            Resignation or Removal of Trustee..................26

Article 15            Amendment of Agreement; Termination of Trust.......29

Article 16            Prohibition of Diversion...........................31

Article 17            Prohibition of Assignment of Interest..............32

Article 18            Miscellaneous......................................33







<PAGE>



                                   DEFINITIONS




Affiliate ...........................................................3
Benefit Account......................................................3
Board................................................................3
Change in Control....................................................3
Code.................................................................7
Committee............................................................4
Company..............................................................4
Continuing Directors.................................................5
Director.............................................................5
Exchange Act.........................................................3
Liability...........................................................21
Participant..........................................................5
person...............................................................3
Plan(s)..............................................................5
Resignation Period..................................................26
Schedule 1(a)........................................................1
Summit...............................................................1
Threatened Change in Control.........................................5
Threatened Change in Control Period..................................6
Trust................................................................1
Trustee..............................................................1
Trustee Expense Account..............................................6

<PAGE>

               SUMMIT BANCORP BENEFITS PROTECTION TRUST AGREEMENT

                                  SCHEDULE 1(a)


A.   Supplemental Executive Retirement Plan of The Summit Bancorporation.

B.   (i) Retirement  Restoration Plan adopted April 19, 1983 and (ii) Amendments
     to the Retirement Restoration Plan adopted April 25, 1994.

C.   (i)  Supplemental  Retirement  Plan  adopted  August  16,  1989,  and  (ii)
     Amendments to the Supplemental Retirement Plan adopted April 25, 1994.

D.   Enhanced Retirement Income Plan, effective July 15, 1998.


                                  SCHEDULE 1(b)

A.   (i) Agreement dated April 2, 1981 between United Jersey Banks and T. Joseph
     Semrod, (ii) Amendment No. 1 dated May 5, 1981, (iii) Amendment No. 2 dated
     December  15,  1982,  (iv)  Amendment  No. 3 dated  August 20, 1986 and (v)
     Amendment No. 4 dated January 20, 1999.

B.   Termination Agreements dated as of October 15, 1997 between Summit Bancorp.
     with  various  executive  officers,  dated  April 15, 1998  between  Summit
     Bancorp.  and each of Dorinda Jenkins and William J.  Wolverton,  and dated
     February 16, 2000 between Summit Bancorp. and Douglas L. Kennedy.

C.   Summit  Bancorp.  Executive  Severance Plan, as amended through October 15,
     1997, for various executive officers.

D.   (i) Summit Bancorp. Executive Severance Plan Participation Letter for James
     J. Lynch and (ii) Termination Agreement between Summit Bancorp and James J.
     Lynch.