Exhibit (10) EE (i)




                         TERMINATION AGREEMENT

 		THIS AGREEMENT dated and entered into effective
and as of the 15th day of October, 1997, by and between
Summit Bancorp., a New Jersey corporation (the "Company"),
and ______________________________, residing at
______________________________, _____________, __________
___________ (the "Executive").

                         W I T N E S S E T H:

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


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

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

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

 		WHEREAS, the Executive is presently the duly
 elected and acting    [insert title of executive]    of
 [insert Company or name of Subsidiary] and is a key
 executive with whom the Company has been authorized by the
 Board to enter into this Agreement;


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

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

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

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

	2.	EMPLOYMENT OF EXECUTIVE.

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


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

	3.	TERMINATION FOLLOWING CHANGE IN CONTROL.

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

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


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

		(d)	For purposes of this Agreement:

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


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


		(iii) "Cause" shall mean:

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


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

			(C)	the continuing willful failure of the
   Executive to perform the duties of such Executive to the
   Company or a Subsidiary (other than any such failure
   resulting from the Executive's incapacity due to physical
   or mental illness) after written notice thereof (specifying
   the particulars thereof in reasonable detail) and a
   reasonable opportunity to be heard and cure such failure
   are given to the Executive by the Compensation Committee of
   the Board; or
			
   (D)	the final order of a federal or state
   regulatory agency or a court of competent jurisdiction
   requiring the termination of the Executive's employment
   with the Company or a Subsidiary.

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

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

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

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

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

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

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

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

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

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

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

	(vii)  "Bonus Amount" means the highest annual
 cash incentive bonus earned by the Executive from the
 Company or a Subsidiary during the last three (3) completed
 fiscal years of the Company immediately preceding the
 Executive's Date of Termination (annualized in the event
 the Executive was not employed by the Company or a
 Subsidiary for the whole of any such fiscal year). 
		For purposes of this subparagraph (d), no act, or
 failure to act, on the Executive's part shall be considered
 "willful" unless done, or omitted to be done, by the
 Executive not in good faith and without reasonable belief
 that the Executive's action or omission was in the best
 interests of the Company or a Subsidiary.

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

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

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

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

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

	4.	PAYMENTS AND BENEFITS UPON TERMINATION.

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

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

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

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

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

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

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

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

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

	5.	CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

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


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


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


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

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

	6.	GENERAL.

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

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

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

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

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

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

		7.	NOTICE.

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

		If to the Executive:






		If to the Company:

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

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

	8.	MISCELLANEOUS.

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

	9.	FINANCING.

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

	10.	VALIDITY.

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

	11.	SUPERSEDEAS.

	While this Agreement is in addition to and not in lieu
 of any other plan providing for payments to or benefits for
 the Executive or any agreement now existing or which
 hereafter may be entered into between the Company and the
 Executive, this Agreement supersedes all prior agreements
 and understandings of the parties hereto with respect to
 the Company's severance obligations to the Executive and
 any other similar payments to the Executive due upon
 termination of employment other than those agreements and
 understandings contained in the Company's Executive
 Severance Plan or specifically provided for in any
 employment contract between the Company and the Executive.


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

	  SUMMIT BANCORP.				   EXECUTIVE


By:								
   Name:
   Title:

<PAGE>

EXHIBIT A


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


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


1.	Background.  Executive is an Executive of SUB and a party to a
 Participation Agreement last amended October 15, 1997 pursuant to which
 Executive participates in SUB's Executive Severance Plan and a Termination
 Agreement last amended October 15, 1997 (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/has NOT] occurred [on (date)].  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 will or has terminated on
 ______________, which shall be the Date of Termination for purposes
 of the Contracts, notwithstanding any failure to adhere to the
 provisions for giving a Notice of Termination and the method of
 determining the Date of Termination set forth in the Contracts, any
 such failures being hereby waived by the parties.

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


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

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

	a.	Non-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 for Executive's benefit or the benefit of
 any person, firm, corporation or other entity (other than SUB), any
 Proprietary Information, and to use Executive's best efforts to prevent
 such prohibited use or disclosure by any other persons.  Executive has
 returned all Proprietary Information in Executive's possession or control to
 SUB.

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

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

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


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

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

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

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

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

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

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

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


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

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

		If to the Executive, to:
					
					
					

		With a copy to:
					
					
					
					

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


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


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

14.	By signing this AGREEMENT, Executive acknowledges:

	a.	EXECUTIVE HAS READ THIS AGREEMENT COMPLETELY.

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

	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.




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


ATTEST:						SUMMIT BANCORP.


__________________________________	By:	____________________________________

Secretary			 			Executive Vice President


							____________________________________
							
							EXECUTIVE

							____________________________________
							(Social Security Number)

STATE OF NEW JERSEY:

COUNTY OF _______________________:

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


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

By:___________________________________

Notary Public of the State of New Jersey

My Commission expires __________________