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 April 18, 2000 among (1) Robert G. Cox
("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 a party to a Participation
     Agreement  last  amended  October  15,  1997  pursuant  to which  Executive
     participates  in  SUB's  Executive   Severance  Plan  (the  "Plan")  and  a
     Termination  Agreement  last  amended  October 15,  1997 and an  Employment
     Agreement dated as of March 1, 1996, as amended by Amendment No. 1 dated as
     of March 1, 1999 (the Plan and these Agreements 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.

     a.   A Change of Control has NOT  occurred.  If a Change of Control has NOT
          occurred,  Executive  is  not  entitled  to  any  benefits  under  the
          Termination Agreement.

     b.   Executive's  employment  with SUB has  terminated  on April 30,  2000,
          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.

     c.   This  termination  shall  constitute a termination "by retirement" 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,  and
          the last date for exercise of each, subject to the subsequent death or
          disability of the Executive.

2.   Payments.

     a.   Executive  shall  receive  within  two  business  days  following  the
          EFFECTIVE  DATE (as  defined in  paragraph 7 hereof)  $1,999,300,  the
          gross amount due to Executive under the Contracts, which shall be paid
          to Executive by check or deposit in  Executive's  bank  account,  less
          amounts  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  contract or severance  program of
          SUB, the Contracts and this Agreement being intended




                                      -1-
<PAGE>

          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  herein  and in the  Contracts.
          Executive has been provided with a summary of these benefits,  but, in
          the event of any  conflict  between  the  terms of (1) this  Agreement
          versus  the  Contracts,  this  Agreement  will  govern,  or  (2)  this
          Agreement and the Contracts  and SUB's various  benefits  plans versus
          the summary,  this Agreement and the Contracts and benefits plans will
          govern.  SUB will also pay Executive's  reasonable  legal expenses for
          review of this Agreement.

     b.   Subject to any applicable  withholding  obligations,  Executive  shall
          receive a total monthly  pension of $45,200  during his lifetime based
          on Executive's  binding election under all pension plans and contracts
          of the "qualified  joint and survivor  annuity" (as defined in Section
          4.01(a) of the Summit  Bancorp  Retirement  Plan for  Executive  for a
          married person as "an annuity for the life of the  Participant  with a
          survivor  annuity  for the life of his spouse  which is fifty  percent
          (50%) of the amount of the annuity  payable  during the joint lives of
          the Participant  and his spouse and which is the Actuarial  Equivalent
          of a single  annuity  for the life of the  Participant").  Executive's
          spouse  shall  receive a total  monthly  pension of $22,600  after the
          death of  Executive  for the balance of her  lifetime if she  survives
          him.  Pension  payments  shall be coincident in time and form with the
          benefits paid to, or on behalf of,  Executive or a beneficiary  by the
          Summit Bancorp Retirement Plan, and shall be inclusive of all payments
          under all past and present defined benefit retirement plans (which may
          include  qualified,  non-qualified,  supplemental  and excess benefits
          plans  ),   previously   or  presently   maintained  by  SUB  and  any
          predecessor,  and under the  Contracts.  The monthly  pension  benefit
          payable to the  Executive  or  Executive's  spouse and the  "alternate
          payee,"  as  defined  in  Section   17.02(f)  of  the  Summit  Bancorp
          Retirement  Plan as a former  spouse who is  recognized  in a domestic
          relations  order,  under this  subparagraph  shall,  in the aggregate,
          equal  the  difference  between  (1)  $45,200  per  month  during  the
          Executive's  lifetime  and  $22,600  during the life of the  surviving
          spouse based on the "qualified  joint and survivor  annuity," less (2)
          the monthly  retirement  benefits that are payable to the Executive or
          the  Executive's  spouse and  "alternate  payee" under all  retirement
          plans and other  employment  contracts  of SUB in which the  Executive
          participates  (the  "Special  Retirement  Benefits").   These  Special
          Retirement  Benefits  are  provided  on an  unfunded  basis,  are  not
          intended to meet the qualification  requirements of Section 401 of the
          Internal  Revenue Code of 1986, as amended (the "Code"),  and shall be
          payable solely from the general assets of SUB.

     c.   Executive  shall  receive a grant of 5,000 shares of  incentive  stock
          under the SUB 1993 Incentive Stock and Option Plan, effective February
          29,  2000,  which  shares  will  vest on the  Termination  Date due to
          Executive's retirement.

     d.   Executive's  non-qualified  options  granted under the former 1994 The
          Summit  Bancorporation  Stock  Incentive  Plan as noted on  Appendix A
          which are currently  outstanding and exercisable  shall be exercisable
          until the earlier of the expiration of such options or April 30, 2003,
          subject to the subsequent death or disability of the Executive.


                                       -2-

<PAGE>

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

     a.   Non-Solicitation of SUB Customers.  For a period of two (2) years from
          the date hereof,  Executive  will not  actively  solicit or induce any
          person,  corporation,  or other  entity  that is a customer  of SUB to
          become a customer of any other  person,  firm,  corporation,  or other
          entity which directly or indirectly competes with SUB, or approach any
          such person,  firm,  corporation,  or other entity for such purpose or
          authorize  or  knowingly  approve the taking of such  actions by other
          persons,  without the prior written  consent of SUB. This shall not be
          deemed to prohibit (i) responding to requests for service initiated by
          customers of SUB,  (ii)  solicitation  of the public at large  through
          television, radio, newspapers, magazines, newsletters or Internet home
          pages, or (iii)  resolicitation  by the competitor of persons,  firms,
          corporations  or other entities who were customers of both SUB and the
          competitor  on the date  hereof  for those  services  provided  to the
          customer by the competitor on the date hereof.

     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

                                       -3-

<PAGE>

          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. In the event that  Executive  is required or compelled
          by  judicial  or   investigative   process  to  disclose   Proprietary
          Information,   such  disclosure  shall  be  permitted,  provided  that
          Executive  shall  promptly  notify SUB upon receipt of such process in
          order  to  afford  SUB  the   opportunity  to  obtain  an  appropriate
          protective order concerning the Proprietary Information, and Executive
          agrees  to  cooperate  with SUB in the  event  that SUB  seeks  such a
          protective order.

     d.   Covenant Not to Compete.  The parties recognize that the Executive was
          an important officer of SUB, that Executive's  reputation and business
          and personal  relationships  were of  significant  benefit to SUB, and
          that  Executive  had  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  thrifts and the  Executive  agrees that
          Executive  will  not,  for a  period  of two (2)  years  from the date
          hereof,  accept  employment or serve in any capacity with any national
          or  state  bank  or a  thrift  institution  (collectively  "depository
          institution") or any affiliate  thereof (which affiliate is engaged in
          a business  competitive  with SUB's existing  businesses),  other than
          SUB,  at a  principal  place  of  employment  within  25  miles of any
          existing branch  location of SUB or any of its existing  subsidiaries,
          without the written permission of SUB, except that Executive may serve
          as a director but not as an employee or in an other active capacity of
          an  affiliate  of a  depository  institution  or  institutions  having
          deposits in the aggregate of not more than $500 million at the time of
          commencement of service.

     e.   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.

     f.   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, 3d and
          3e  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, 3d and 3e.



                                      -4-
<PAGE>

     g.   Enforcement.  If at the time of the enforcement of  subparagraphs  3a,
          3b, 3c, 3d, 3e or 3f 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  permitted  by  the  court  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:

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

     b.   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.ss.1001 et seq.,
          and under the Consolidated  Omnibus Budget  Reconciliation Act of 1985
          ("COBRA");

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

     d.   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.ss.1971  et  seq.;  the  Age
          Discrimination in Employment Act of 1967, as amended,  29 U.S.C.ss.621
          et seq.; Section 510 of the Employee Retirement Income Security Act of
          1974,  as  amended,  29  U.S.C.ss.1001  et seq.;  the  Americans  With
          Disabilities  Act, as amended,  42  U.S.C.ss.12101  et seq.; the Older
          Workers Benefit  Protection Act, as amended,  29 U.S.C.ss.621 et seq.;
          the Civil Rights Act of 1866, as amended,  42  U.S.C.ss.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  Lawss.290 et seq.; the Pennsylvania Human Relations Act, as
          amended,  43 P.S.ss.951 et seq.;  and the  Pennsylvania  Whistleblower
          Law,  as  amended,  43  P.S.ss.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




                                      -5-
<PAGE>

          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.

          Nothing contained herein shall diminish  Executive's  rights under the
          law,  SUB's by-laws,  or any contract of insurance to  indemnification
          and advancement of defense costs  respecting  liabilities and expenses
          arising  in  connection  with  actions  performed  by  Executive  as a
          corporate agent for SUB.

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:




                                      -6-
<PAGE>

                  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:
                                            Mr. Robert G. Cox
                                            211 Liberty Corner Road
                                            Far Hills, New Jersey 07931

                  With a copy to:
                                            John F. Kuntz, Esquire
                                            Bourne, Noll & Kenyon
                                            382 Springfield Avenue, P.O. Box 690
                                            Summit, New Jersey 07902-0690




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:

     a.   EXECUTIVE HAS READ THIS AGREEMENT COMPLETELY.

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




                                      -7-
<PAGE>

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

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

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

     f.   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.

     g.   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.












                                       -8-

<PAGE>



                  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.


/s/ Richard F. Ober, Jr.                   By: /s/ Alfred M. D'Augusta
Secretary                                  Executive Vice President


                                           /s/ Robert G. Cox
                                           EXECUTIVE: Robert G. Cox


STATE OF NEW JERSEY:

COUNTY OF UNION:

         I certify that on this 18th day of April,  2000  personally came before
me Robert G. Cox (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 18th day of April, 2000.

By:      /s/ Colleen Adamson
         Notary Public of the State of New Jersey

My Commission expires February 3, 2005




                                      -9-

<PAGE>
                                                                      Appendix A
===============================================================================
 Closing Statement
                                                  Summit Bancorp.
                                                  ID: 22-1903313
                                                  301 Carnegie Center
                                                  Princeton, NJ  08543



Retirement Date: 4/30/2000



Robert G. Cox
211 Liberty Corner Road
Far Hills, NJ  07931


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

<TABLE>
<CAPTION>

Exercisable Options
                                                                    Vesting                                  Last
Option     Option     Plan/      Option     Shares      Shares      Stop       Shares                        Date to
Number     Date       Type       Price      Granted     Exercised   Date       Exercisable    Total Price    Exercise
-----------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>          <C>         <C>      <C>           <C>            <C>            <C>
CM000283   12/18/1984  SUMM/NS     $6.9400     42,267      42,267   4/30/2000             0           $0.00
CM000285   3/13/1986   SUMM/NS    $12.5800     14,557      14,557   4/30/2000             0           $0.00
CM000289   6/29/1988   SUMM/NS    $13.2445     11,953      11,953   4/30/2000             0           $0.00
CM000291   3/2/1989    SUMM/NS    $13.8889     11,137      11,137   4/30/2000             0           $0.00
CM000293   12/21/1989  SUMM/NS    $10.9407     11,137      11,137   4/30/2000             0           $0.00
CM000295   3/6/1991    SUMM/NS     $7.2371     29,700      29,700   4/30/2000             0           $0.00
CM000298   3/10/1992   SUMM/NS    $10.1037     35,640      35,640   4/30/2000             0           $0.00
CM000300   3/9/1993    SUMM/NS    $14.4815     26,730           0   4/30/2000        26,730     $387,090.50    3/9/2003
CM000301   3/8/1994    SUMM/NS    $13.2963     22,275           0   4/30/2000        22,275     $296,175.08   4/30/2003
CM000304   1/17/1995   SUMM/NS    $14.3519     64,665           0   4/30/2000        64,665     $928,065.61   4/30/2003
CM000305   1/17/1995   SUMI/IS    $14.3519      6,885       6,885   4/30/2000             0           $0.00
CM000307   2/20/1996   SUMM/NS    $26.0185     82,755           0   4/30/2000        82,755   $2,153,160.97   4/30/2003
ES004242   1/24/1997   1993/NQ    $29.4167     95,625           0   4/30/2000        95,625   $2,812,971.94   4/30/2003
00000138   1/23/1998   1993/NQ    $49.2188    109,000           0   4/30/2000       109,000   $5,364,849.20   4/30/2003
ES6846     1/22/1999   1993/NQ    $39.8750     81,000           0   4/30/2000        81,000   $3,229,875.00   4/30/2003
                                                                                  ---------  --------------
                                                 T O T A L S                        482,050  $15,172,188.30

</TABLE>