SUMMIT BANCORP/NJ/, S-4, 1996-11-21

SUMMIT BANCORP/NJ/
S-4, 1996-11-21
NATIONAL COMMERCIAL BANKS

Previous: UNION PACIFIC CORP, S-8, 1996-11-21

Next: UNITED SERVICES FUNDS, 497, 1996-11-21

<PAGE>

As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------
SUMMIT BANCORP.
(Exact name of registrant as specified in its charter)
------
<TABLE>
<S> <C> <C>
New Jersey 6711 22-1903313
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
301 Carnegie Center, P.O. Box 2066
Princeton, New Jersey 08543-2066
(609) 987-3200
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
------
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, New Jersey 08543-2066
(609) 987-3442
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service)
------
Copy To:
Wesley S. Williams, Jr., Esq.
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement and
upon consummation of the merger of B.M.J. Financial Corp. into Registrant as
described herein.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Being Amount to be Offering Price Aggregate Amount of
Registered Registered Per Unit Offering Price Registration Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $1.20
(and associated stock
purchase rights)(4) ........ 4,387,124 (1) $23.50(2) $184,102,525(3) $55,789
===============================================================================================
</TABLE>
(1) Based upon the number of shares of B.M.J. Financial Corp. common stock
outstanding on August 28, 1996, plus the maximum number of such shares which
could be issued prior to consummation of the merger, for an aggregate of
7,834,150 shares, multiplied by .56, the exchange ratio provided for in the
Agreement and Plan of Merger.
(2) Based upon the average of the high and low sale prices of B.M.J.
Financial Corp. common stock on November 18, 1996 as reported on the
Nasdaq Stock Market-National Market System, pursuant to Rule 457.
(3) Based upon the prices of B.M.J. Financial Corp. common stock referred to
in footnote (2) hereof multiplied by the number of shares of B.M.J.
Financial Corp. common stock referred to in footnote (1) hereof.
(4) Prior to the occurrence of certain events, the stock purchase rights will
not be evidenced separately from the common stock.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
===============================================================================
<PAGE>

SUMMIT BANCORP.
Cross-Reference Sheet for
Registration Statement on Form S-4 and Prospectus

<TABLE>
<CAPTION>
Item
Number Caption in Form S-4 Caption in Proxy Statement-Prospectus
---------- ----------------------- ------------------------------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus ........................ Facing Page of Registration Statement; Cross
Reference Sheet; Outside Front Cover Page of
Prospectus.

2. Inside Front and Outside Back Cover
Pages of Prospectus ............... Incorporation of Certain Documents by
Reference; Available Information; Table of
Contents.
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other
Information ........................ Incorporation of Certain Documents by
Reference; Summary; Introduction; Selected
Financial Data.

4. Terms of the Transaction ........... Summary; Introduction; The Merger; Description
of Summit Capital Stock; Description of B.M.J.
Capital Stock.

5. Pro Forma Financial Information .... Not Applicable

6. Material Contacts with the Company
being Acquired ..................... The Merger

7. Additional Information Required for
Re-offering by Persons and Parties
Deemed to be Underwriters .......... Not Applicable

8. Interests of Named Experts and
Counsel ........................... Legal Matters

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities ........................ Not Applicable

B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S-3
Registrants ...................... Incorporation of Certain Documents by
Reference; Summit Bancorp.;
Description of Summit Capital Stock.

11. Incorporation of Certain
Information by Reference ......... Incorporation of Certain Documents by
Reference.

12. Information with Respect to S-2 or
S-3 Registrants .................. Not Applicable

13. Incorporation of Certain
Information by Reference ......... Not Applicable

14. Information with Respect to
Registrants other than S-2 or S-3
Registrants ...................... Not Applicable
</TABLE>

Item
Number Caption in Form S-4 Caption in Proxy Statement-Prospectus
---------- ----------------------- ------------------------------------------
<S> <C> <C>
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information with Respect to S-3
Companies .......................... Incorporation of Certain Documents by
Reference; B.M.J. Financial Corp.;
Description of B.M.J. Capital Stock.

16. Information with Respect to S-2 or
S-3 Companies ...................... Not Applicable

17. Information with Respect to
Companies other than S-2 or S-3..... Not Applicable
Companies

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or
Authorizations are to be solicited.. Incorporation of Certain Documents by
Reference; Summary; Introduction; B.M.J.
Special Meeting; The Merger; Summit Bancorp.;
B.M.J. Financial Corp.; Shareholder Proposals.

19. Information if Proxies, Consents of
Authorizations are not to be
solicited or in an Exchange Offer.. Not Applicable
</TABLE>

<PAGE>

[B.M.J. LETTERHEAD]
------ ------, 199------
Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders of
B.M.J. Financial Corp. ("B.M.J.") to be held in the Nottingham Ballroom at
Nottingham Fire Company, located at 200 Mercer Street, Hamilton Square, New
Jersey on ------ ------, 199------ at ------:------ ------ .m. Eastern
Standard Time (the "Special Meeting").

At the Special Meeting, shareholders will vote on a proposal to approve the
Agreement and Plan of Merger, dated August 28, 1996 (the "Merger Agreement"),
between B.M.J. and Summit Bancorp. ("Summit") under which B.M.J. will be merged
with and into Summit. Upon consummation of the Merger, each outstanding share of
B.M.J. Common Stock will be converted into the right to receive .56 shares of
Summit Common Stock and cash in lieu of any fractional shares (subject to
certain anti-dilution adjustments), all as more fully described in the
accompanying Proxy Statement-Prospectus. Consummation of the Merger is subject
to certain conditions, including approval of the Merger Agreement by B.M.J.'s
shareholders and approval of the Merger by various regulatory authorities.
Approval of the Merger Agreement requires the affirmative vote of a majority of
the shares cast and entitled to vote at the Special Meeting. At the Special
Meeting, you will also be asked to consider and vote upon in advance an
adjournment of the Special Meeting which may be necessary to solicit additional
proxies to approve the Merger Agreement.

THE BOARD OF DIRECTORS OF B.M.J. HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF B.M.J. VOTE FOR
APPROVAL OF THE MERGER AGREEMENT AND FOR THE PROPOSAL TO APPROVE AN ADJOURNMENT
OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES, IF
NECESSARY. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN.

On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you are currently planning to
attend the Special Meeting. This will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to attend the Special
Meeting.

Sincerely,

Edwin W. Townsend
Chairman of the Board

<PAGE>
B.M.J. FINANCIAL CORP.
243 ROUTE 130
BORDENTOWN, NEW JERSEY 08505-1001

(609) 298-5500

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 199

A Special Meeting of Shareholders (the "Special Meeting") of B.M.J. Financial
Corp. ("B.M.J."), will be held in the Nottingham Ballroom at Nottingham Fire
Company, located at 200 Mercer Street, Hamilton Square, New Jersey, on ------,
- ------ 199------. at ------:------.m., Eastern Standard Time for the purpose of
considering and voting upon the following matters:

1. A proposal to approve an Agreement and Plan of Merger, dated
August 28, 1996 (the "Merger Agreement"), between B.M.J. and
Summit Bancorp. ("Summit"), pursuant to which B.M.J. will be
merged with and into Summit and shareholders of B.M.J. will
receive .56 shares of Summit Common Stock, $1.20 par value and
cash in lieu of any fractional shares of Summit Common Stock, for
each share of B.M.J. Common Stock, $1.00 par value, held by them,
as more fully described in the accompanying Proxy
Statement-Prospectus;

2. A proposal to approve in advance an adjournment of the Special
Meeting if insufficient shares are present to constitute a quorum or
to approve the Merger Agreement, in order to permit further
solicitation of proxies by the Board of Directors of B.M.J. (the
"Adjournment Proposal"); and,

3. Such other matters as may properly come before the Special
Meeting or any adjournments or postponements thereof.

A Proxy Card and a Proxy Statement-Prospectus for the Special Meeting are
enclosed.

Any action may be taken on any of the foregoing proposals at the Special
Meeting on the date specified above or on any dates to which by original or
later adjournment, the Special Meeting may be adjourned. Shareholders of record
at the close of business on ------ ------, 199------, are the shareholders
entitled to vote at the Special Meeting and any adjournments thereof.

By order of the Board of Directors

Donald W. James
Secretary
Bordentown, New Jersey
- ------ ------, 199------

- ------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING ANY TIME PRIOR TO THE EXERCISE THEREOF.
- ------------------------------------------------------------------------------

<PAGE>

[B.M.J. LOGO] [SUMMIT LOGO]

PROXY STATEMENT PROSPECTUS
B.M.J. FINANCIAL CORP. SUMMIT BANCORP.
243 ROUTE 130 301 CARNEGIE CENTER
BORDENTOWN, NEW JERSEY 08505 PRINCETON, NEW
(609) 298-5500 JERSEY 08543-2066
(609) 987-3200

4,387,124 SHARES OF COMMON STOCK (PAR VALUE $1.20 PER SHARE)

This Proxy Statement-Prospectus is being furnished to the holders of
common stock, $1.00 par value ("B.M.J. Common"), of B.M.J. Financial Corp. a
New Jersey corporation and registered bank holding company ("B.M.J."), in
connection with the solicitation of proxies by the Board of Directors of
B.M.J. ("B.M.J. Board") for use at the Special Meeting of Shareholders of
B.M.J. to be held at the ------, New Jersey at ------ a.m. (local time) on
- ------, 1997 and at any adjournments thereof ("Special Meeting").

This Proxy Statement-Prospectus relates to up to 4,387,124 shares of common
stock, par value $1.20 per share ("Summit Common"), of Summit Bancorp., a New
Jersey corporation and registered bank holding company ("Summit"), to be issued
upon the merger ("Merger") of B.M.J. with and into Summit pursuant to an
Agreement and Plan of Merger dated August 28, 1996 ("Merger Agreement"). In the
Merger, shares of B.M.J. Common outstanding at the Effective Time (as defined
herein) will be converted into the right to receive whole shares of Summit
Common and cash in lieu of any fractional shares of Summit Common resulting from
the conversion ("Cash In Lieu Amount"), based on an exchange ratio of .56 of a
share of Summit Common for each share of B.M.J. Common (the "Exchange Ratio")
adjusted, if necessary, in accordance with certain anti-dilution provisions
(whole shares of Summit Common and any Cash In Lieu Amount determined in
accordance with the Exchange Ratio, as adjusted, if necessary, in accordance
with the anti-dilution provisions, are referred to collectively herein as the
"Merger Consideration").

This Proxy Statement-Prospectus constitutes (1) the Proxy Statement of B.M.J.
relating to the solicitation of proxies by the B.M.J. Board for use at the
Special Meeting to be held for the purpose of considering and voting upon (a) a
proposal to approve the Merger Agreement and the transactions contemplated
thereby and (b) a proposal to approve in advance an adjournment of the Special
Meeting in order to permit further solicitation of proxies by B.M.J. if
insufficient shares are present at the Special Meeting to constitute a quorum or
to approve the Merger Agreement (the "Adjournment Proposal"), and (2) the
Prospectus of Summit with respect to the Summit Common to be issued in the
Merger. Consummation of the Merger is subject to various conditions, including
the approvals (collectively, the "Required Approvals") of the shareholders of
B.M.J., the Board of Governors of the Federal Reserve System ("Federal Reserve
Board"), and the Commissioner of Banking and Insurance of the State of New
Jersey ("New Jersey Commissioner of Banking").

Summit Common is traded on the New York Stock Exchange ("NYSE") and B.M.J.
Common is traded on the Nasdaq Stock Market-National Market System ("Nasdaq").
The closing sale prices of Summit Common and B.M.J. Common were $38.88 and
$14.00, respectively, on August 28, 1996 (the last trading day prior to the
public announcement of the Merger), and were $------ and $------, respectively,
on ------, 1996.

<PAGE>

All information contained in this Proxy Statement-Prospectus with respect to
Summit has been supplied by Summit and all information with respect to B.M.J.
has been supplied by B.M.J.

The Proxy Statement-Prospectus is first being mailed to B.M.J.
shareholders on or about ------, 1996.------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
------
No person is authorized to give any information or to make any representation
not contained in this Proxy Statement-Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Proxy Statement-Prospectus does not constitute an offer to
sell, or solicitation of an offer to purchase, the securities offered by this
Proxy Statement-Prospectus or the solicitation of a proxy in any jurisdiction in
which, or to any person to whom, it would be unlawful to make such offer or
solicitation. Neither the delivery of this Proxy Statement- Prospectus nor any
distribution of the securities to which this Proxy Statement-Prospectus relates
shall, under any circumstances, create an implication that there has been no
change in the affairs of Summit or B.M.J. or in the information set forth herein
since the date of this Proxy Statement- Prospectus.

The date of this Proxy Statement-Prospectus is ------, 1996.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
---------
<S> <C>
AVAILABLE INFORMATION ................................................. (iii)
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ....................... (iv)
SUMMARY ............................................................... 1
The Companies ....................................................... 1
B.M.J. Special Meeting .............................................. 1
Stock Held by B.M.J. Affiliates ..................................... 2
The Merger .......................................................... 2
Market Prices and Dividends ......................................... 5
Recent Developments ................................................. 6
Summary of Comparative and Pro Forma Per Share Financial Information 7
INTRODUCTION .......................................................... 8
SPECIAL MEETING ....................................................... 8
Record Date; Vote Required; Revocability of Proxies ................. 8
SELECTED FINANCIAL DATA ............................................... 10
MARKET PRICE AND DIVIDEND MATTERS ..................................... 12
Market Price and Dividend History ................................... 12
Coordination and Determination of Dividends Under Merger Agreement .. 13
Dividend Limitations ................................................ 13
PROPOSAL I -- THE MERGER .............................................. 14
General ............................................................. 14
Closing and Effective Time .......................................... 14
Conversion of B.M.J. Common ......................................... 14
Exchange of B.M.J. Certificates ..................................... 15
Conversion of Stock Award Plan Options .............................. 15
Recommendation of B.M.J. Board ...................................... 16
Background .......................................................... 16
Reasons for the Merger .............................................. 17
Opinion of B.M.J.'s Financial Advisor ............................... 18
Stock Option Agreement .............................................. 23
Regulatory Approvals ................................................ 24
Interests of Certain Persons in the Merger .......................... 25
The Merger Agreement ................................................ 27
Charter and By-Laws of Surviving Corporation ........................ 28
Board of Directors and Officers of Surviving Corporation ............ 28
No Dissenters Rights ................................................ 28
New York Stock Exchange Listing ..................................... 28
Accounting Treatment ................................................ 29
Certain Federal Income Tax Consequences of the Merger ............... 29
Resale of Summit Common ............................................. 30
Differences in Shareholder Rights ................................... 30
SUMMIT BANCORP. ....................................................... 34
Description of Business ............................................. 34
Recent Developments ................................................. 35
DESCRIPTION OF SUMMIT CAPITAL STOCK ................................... 35
Common Stock ........................................................ 35
Preferred Stock ..................................................... 36
Shareholder Rights Plan ............................................. 36
B.M.J. FINANCIAL CORP. ................................................ 37
Description of Business ............................................. 37
DESCRIPTION OF B.M.J. CAPITAL STOCK ................................... 37
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
---------
<S> <C>
PROPOSAL II -- ADJOURNMENT OF SPECIAL MEETING ......................... 38
SHAREHOLDER PROPOSALS ................................................. 38
LEGAL MATTERS ......................................................... 38
EXPERTS ............................................................... 38
AGREEMENT AND PLAN OF MERGER (w/o exhibits) ....................... Appendix A
OPINION OF BEAR, STEARNS & CO. INC. ............................... Appendix B
B.M.J. FINANCIAL CORP. STOCK OPTION AGREEMENT ..................... Appendix C
</TABLE>

ii
<PAGE>

AVAILABLE INFORMATION

Summit and B.M.J. are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, file reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission") relating to their businesses,
financial statements and other matters. The Registration Statement discussed
below and the exhibits thereto as well as such reports, proxy statements and
other information filed by Summit and B.M.J. may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following regional offices
of the Commission: Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York, 10048. Copies of such materials may be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet site on the World Wide Web containing reports, proxy and information
statements and other information filed electronically by Summit and B.M.J. with
the Commission. The address of the World Wide Web site maintained by the
Commission is: http://www.sec.gov. In addition, Summit Common is listed on the
NYSE and reports, proxy statements and other information concerning Summit are
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005. B.M.J. Common is listed on Nasdaq and reports, proxy statements
and other information concerning B.M.J. are available for inspection at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W. Washington, D.C. 20006.

Summit has filed with the Commission a registration statement on Form S-4
under the Securities Act of 1933, as amended ("Securities Act"), in respect of
the Summit Common to be issued in the Merger ("Registration Statement"). As
permitted by the rules and regulations of the Commission, this Proxy
Statement-Prospectus omits certain information, exhibits and undertakings
contained in the Registration Statement. For such information, reference is made
to the Registration Statement and the exhibits filed as a part thereof or
incorporated by reference therein.

iii
<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are hereby incorporated by reference into and made a part of this Proxy
Statement-Prospectus the following documents filed by Summit (File No. 1-6451)
with the Commission: (1) the Annual Report on Form 10-K for the fiscal year
ended December 31, 1995; (2) the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; (3) the current
reports on Form 8-K dated March 1, 1996 (as amended by Form 8-K/A), March 31,
1996, April 11, 1996, May 22, 1996, July 16, 1996, August 28, 1996 and October
16, 1996; and (4) the description of Summit Common contained in Summit's
Registration Statement on Form 10 filed pursuant to Section 12(b) of the
Exchange Act, dated August 31, 1970, and the description of the preferred stock
purchase rights appurtenant to the Summit Common contained in Summit's
Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act, dated August 28, 1989, including all amendments thereto and
reports filed under the Exchange Act for the purpose of updating such
description. Such incorporation by reference will not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K. There are hereby incorporated by reference into and made a part
of this Proxy Statement-Prospectus the following documents filed by B.M.J. (File
No. 0-13440) with the Commission: (1) the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (2) the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996, September 30, 1996 and (3) the
Current Report on Form 8-K dated September 16, 1996. Such incorporation by
reference will not be deemed to specifically incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K.

All documents filed by Summit and B.M.J. pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Proxy Statement-Prospectus
and prior to the date of the Special Meeting shall be deemed to be incorporated
by reference into this Proxy Statement-Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Proxy
Statement-Prospectus to the extent that a statement contained herein, or in any
other subsequently filed document that is also incorporated or deemed
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Proxy Statement-Prospectus.

This Proxy Statement-Prospectus incorporates documents by reference which are
not presented herein or delivered herein. Summit and B.M.J. each hereby
undertakes, with respect to the documents listed above filed by it with the
Commission, to provide without charge to each person, including any beneficial
owner, to whom this Proxy Statement-Prospectus has been delivered, upon the
written or oral request of such person, a copy of any or all of the documents
referred to above that have been or may be incorporated into this Proxy
Statement-Prospectus and deemed to be part hereof, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents. Requests for documents filed by Summit should be directed to
Richard F. Ober, Jr., Secretary, Summit Bancorp., 301 Carnegie Center, P.O. Box
2066, Princeton, New Jersey 08543-2066, (telephone (609) 987-3442). Requests for
documents filed by B.M.J. should be directed to Donald W. James, Secretary,
B.M.J. Financial Corp., 243 Route 130, Bordentown, New Jersey 08505, (telephone
(609) 291-2841). In order to ensure timely delivery of documents prior to the
Special Meeting, any request should be made by ------, 1997.

iv
<PAGE>

SUMMARY

The following constitutes a brief summary for the convenience of the
shareholders of B.M.J. of the information contained in this Proxy
Statement-Prospectus, including the Appendices hereto, relating to the proposal
to approve the Merger Agreement. The summary is necessarily selective and is
qualified in its entirety by the more extensive discussion contained elsewhere
in this Proxy Statement-Prospectus, the Appendices hereto and in the documents
incorporated by reference herein relating to the proposal to approve the Merger
Agreement. B.M.J. shareholders are encouraged to read carefully this Proxy-
Statement-Prospectus, including the Appendices.

THE COMPANIES

SUMMIT BANCORP.

Summit Bancorp., a New Jersey corporation and registered bank holding company
with its principal executive offices at 301 Carnegie Center, Princeton, New
Jersey, through its wholly-owned subsidiary banks, Summit Bank (Hackensack, NJ)
and Summit Bank (Bethlehem, PA), operated 355 banking offices located in New
Jersey and eastern Pennsylvania as of September 30, 1996. Its telephone number
is (609) 987-3200. The subsidiary banks of Summit are engaged in a general
banking business. They offer demand and interest bearing deposit accounts, make
business, real estate, personal and installment loans, and provide lease
financing and trust and fiduciary services. In addition, Summit owns
subsidiaries that are engaged in discount brokerage, venture capital investment,
commercial finance lending, lease financing and reinsuring credit life and
disability insurance policies related to consumer loans made by the bank
subsidiaries.

B.M.J. FINANCIAL CORP.

B.M.J. Financial Corp., a New Jersey corporation and registered bank holding
company with its principal executive offices at 243 Route 130, Bordentown, New
Jersey, through its wholly-owned subsidiary bank, The Bank of Mid-Jersey
("Mid-Jersey"), operated, as of September 30, 1996, 22 banking offices located
in New Jersey. Its telephone number is (609) 298-5500. Mid-Jersey is engaged in
a general banking business. It provides a broad range of commercial banking,
retail banking, real estate lending and other financial services.

B.M.J. SPECIAL MEETING

TIME, DATE, PLACE AND PURPOSE

The Special Meeting will be held on ------, 1997 at ------ a.m. (local time),
- ------ at the ------, New Jersey, to consider and vote upon (1) a proposal to
approve the Merger Agreement and the transactions contemplated thereby, and (2)
a proposal to approve the Adjournment Proposal. A copy of the Merger Agreement
is attached hereto as Appendix A.

RECORD DATE; VOTE REQUIRED

The record date ("Record Date") for determining B.M.J. shareholders entitled
to notice of and to vote at the Special Meeting is ------, 1996. The presence,
in person or by proxy, of holders of shares entitled to cast a majority of the
votes at the Special Meeting is necessary to constitute a quorum at the Special
Meeting. Assuming a quorum is present, an affirmative vote of a majority of the
votes cast by the holders of shares entitled to vote at the Special Meeting is
necessary to approve the Merger Agreement and the Adjournment Proposal. In the
event a quorum is not present or there are insufficient votes to approve any
proposal, the Special Meeting may be adjourned from time to time by a majority
of those present in person or by proxy in order to permit, as appropriate,
further solicitation of proxies by the B.M.J. Board.

1
<PAGE>

STOCK HELD BY B.M.J. AFFILIATES

The directors and executive officers of B.M.J. and their affiliates
beneficially owned, as of the Record Date, ------ shares of B.M.J. Common
(assuming the exercise of all options to purchase B.M.J. Common held by such
persons and outstanding on such date), representing ------% of the issued and
outstanding shares of B.M.J. Common. The directors and executive officers of
B.M.J. all have indicated that they will vote their shares of B.M.J. Common in
favor of the proposal to approve the Merger Agreement.

Summit beneficially owns 334,000 shares of B.M.J. Common which represents
- ------% of the outstanding B.M.J. Common. Summit intends to vote its shares
in favor of the proposal to approve the Merger Agreement.

Also, by virtue of holding the B.M.J. Option (as defined herein), Summit
could be deemed to be the beneficial owner of an additional 1,490,000 shares of
B.M.J. Common. Combined, the shares beneficially owned and the shares deemed
beneficially owned by Summit represent ------% of B.M.J. Common outstanding on
the Record Date (assuming, for purposes of calculating this percentage, that the
shares represented by the B.M.J. Option were issued and outstanding on such
date). However, the B.M.J. Option is not presently exercisable and the B.M.J.
Common represented thereby has not been issued, is not outstanding and cannot be
voted.

THE MERGER

EFFECTIVE TIME

The Merger will become effective at the hour and on the date ("Effective
Time") specified in the Certificate of Merger ("Certificate of Merger") to be
filed pursuant to the New Jersey Business Corporation Act with the Secretary of
State of the state of New Jersey promptly following the closing of the Merger.
If the Merger is approved by B.M.J. shareholders, subject to the satisfaction or
waiver of certain other conditions set forth in the Merger Agreement, it is
currently contemplated that the Effective Time will occur during the first
calendar quarter of 1997. At the Effective Time, B.M.J. will be merged with and
into Summit. See "THE MERGER-Closing and Effective Time."

CONVERSION OF B.M.J. COMMON

At the Effective Time, each outstanding share of B.M.J. Common, other than
shares of B.M.J. Common beneficially owned by Summit or a subsidiary of Summit
(other than shares of B.M.J. Common held in a fiduciary capacity or as a result
of debts previously contracted), if any, and shares held in the treasury of
B.M.J., if any, will be converted into and represent the right to receive the
Merger Consideration. As soon as practicable following the Effective Time, each
holder of B.M.J. Common will receive from First Chicago Trust Company of New
York, or another entity reasonably satisfactory to B.M.J., acting as the
exchange agent for the Merger ("Exchange Agent"), in exchange for all
certificates representing their B.M.J. Common ("B.M.J. Common Certificates"), a
certificate representing the whole shares of Summit Common into which their
B.M.J. Common has been converted ("Summit Common Certificate") and, to the
extent entitled thereto, a check representing the Cash In Lieu Amount.

CONVERSION OF B.M.J. DIRECTOR AND EMPLOYEE STOCK OPTIONS

Each stock option relating to B.M.J. Common ("Original Award Plan Option")
outstanding at the Effective Time and granted to a director or employee pursuant
to the B.M.J. Director Stock Option Plan, the B.M.J. 1994 Employee Stock Option
Plan or B.M.J. Executive Long Term Incentive Plan, (collectively, the "B.M.J.
Stock Award Plans"), will be converted automatically at the Effective Time into
an option to purchase Summit Common ("New Award Plan Option"). Pursuant to the
terms of the B.M.J. Stock Award Plans and stock option agreements, the vesting
of any unexercisable Original Award Plan Options will be accelerated in
connection with the Merger. Subject to the adjustment described below, the New
Award Plan

2
<PAGE>

Option will continue to be governed by the terms of the B.M.J. Stock Award Plan
under which the corresponding Original Award Plan Option was granted and the
stock option agreement by which it was evidenced, including terms and provisions
regarding exercisability. The number of shares of Summit Common subject to the
New Award Plan Options and the exercise price of the New Award Plan Options will
be adjusted as provided in the Merger Agreement to give effect to the Exchange
Ratio. See "THE MERGER-Conversion of Stock Award Plan Options."

RECOMMENDATION OF B.M.J. BOARD

The B.M.J. Board unanimously recommends that B.M.J. shareholders vote to
approve the Merger Agreement and the Adjournment Proposal. See "THE
MERGER-Recommendation of B.M.J. Board."

OPINION OF B.M.J.'S FINANCIAL ADVISOR

B.M.J. engaged Bear, Stearns & Co. Inc. ("Bear Stearns") to act as
financial advisor in connection with any acquisition of or by B.M.J. and to
render it's opinion to the B.M.J. Board as to whether the Exchange Ratio is
fair, from a financial point of view, to the shareholders of B.M.J. Bear
Stearns has delivered to B.M.J. an opinion dated as of the date of this Proxy
Statement-Prospectus stating that, as of such date, based on the review and
assumptions and subject to the limitations described therein, the Exchange
Ratio is fair, from a financial point of view, to B.M.J.'s shareholders. A
copy of Bear Stearns' opinion is attached as Appendix B to this Proxy
Statement-Prospectus and should be read in its entirety. See "THE
MERGER-Opinion of B.M.J.'s Financial Advisor."

DISSENTERS' RIGHTS

Under the New Jersey Business Corporation Act, there are no dissenters'
rights of appraisal available to holders of B.M.J. Common in connection with
the Merger. See "THE MERGER-No Dissenters' Rights."

ACCOUNTING TREATMENT

It is anticipated that the Merger, when consummated, will be accounted for
as a pooling-of-interests. See "THE MERGER-Accounting Treatment."

FEDERAL INCOME TAX CONSEQUENCES

Thompson Coburn, Summit's special counsel, has delivered its opinion to the
effect that, assuming the Merger occurs in accordance with the Merger Agreement
and conditioned on the accuracy of certain representations made by Summit and
B.M.J. and certain shareholders of B.M.J., the Merger will constitute a
"reorganization" within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended ("Code"), for federal income tax purposes and that,
accordingly, no gain or loss will be recognized by B.M.J. shareholders who
exchange their shares of B.M.J. Common solely for shares of Summit Common in the
Merger, except with respect to any Cash In Lieu Amount received. Each B.M.J.
shareholder is urged to consult his or her tax advisor to determine the specific
tax consequences of the Merger to such shareholder, including the applicability
of various state, local, and foreign tax laws. See "THE MERGER- Certain Federal
Income Tax Consequences of the Merger."

REGULATORY APPROVALS

Consummation of the Merger requires, and is conditioned upon receipt of,
approval by the Federal Reserve Board, and the New Jersey Commissioner of
Banking. See "THE MERGER-Regulatory Approvals."

CONDITIONS OF THE MERGER

Consummation of the Merger is subject, among other things, to (i) the
approval of the Merger Agreement by the requisite vote of B.M.J.'s shareholders;
(ii) the receipt of all requisite regulatory approvals or

3
<PAGE>

consents and the expiration of any required waiting periods in connection
therewith; (iii) effectiveness of the registration statement; (iv) receipt by
Summit and B.M.J. of the opinion of Thompson Coburn as to certain federal
income tax consequences of the Merger; (v) the listing on the NYSE subject to
official notice of issuance of the Summit Common to be issued in the Merger;
(vi) the absence of any material litigation; (vii) the absence of regulatory
agreements relating to the respective parties; and (viii) the delivery of
officers' certificates by B.M.J. and Summit. See "THE MERGER-The Merger
Agreement- Conditions to the Merger: Termination."

TERMINATION

The Merger Agreement may be terminated by mutual consent of the Summit Board
and B.M.J. Board. The Merger Agreement may also be terminated by either the
Summit Board or B.M.J. Board if the conditions precedent to, respectively,
Summit's or B.M.J.'s obligations to close under the Merger Agreement have not
been met. Further, the Merger Agreement may be terminated by either the Summit
Board or the B.M.J. Board if (i) the shareholders of B.M.J. have failed to
approve the Merger; (ii) a material breach by the other party of a warranty or
representation or covenant has occurred and not been cured or is not capable of
being cured (after 30 days notice thereof has been given and provided that the
terminating party is not in material breach of any representation, warranty,
covenant or other agreement); or (iii) the Closing is not consummated on or
before June 30, 1997.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Directors and executive officers of B.M.J. have interests in the Merger that
are in addition to their interests as shareholders of B.M.J. These interests
include: (1) the indemnification of directors and officers of B.M.J. against
certain claims that may arise after the Effective Time based on services
provided to B.M.J. or any subsidiary of B.M.J. prior to the Effective Time; (2)
Summit's covenant to use its best efforts to purchase insurance for six years
after the Effective Time, subject to a maximum premium limitation, protecting
B.M.J. directors and officers against such claims; (3) for directors and
officers holding B.M.J. stock options which are not currently exercisable, such
options will become exercisable in connection with the Merger and all options
will be converted into options to acquire Summit Common with adjustments to the
option price and number of shares subject to the option based upon the Exchange
Ratio; and (4) for all full time officers of B.M.J. and Mid-Jersey, serving as
Vice President or more senior position, a guarantee of one year's employment and
of severance pay of one month's salary for each year of service as a Vice
President or more senior officer of either party. These interests and the
underlying assumptions are described in more detail below under "THE
MERGER-Interests of Certain Persons in the Merger."

DIFFERENCE IN SHAREHOLDERS' RIGHTS

Because Summit and B.M.J. are both New Jersey corporations, any differences
in the rights of holders of their respective common stock are due to differences
in the certificates of incorporation and by-laws of the two corporations. At the
Effective Time, holders of B.M.J. Common will become shareholders of Summit and
their rights as shareholders of Summit will be determined by Summit's Restated
Certificate of Incorporation and By-Laws. See "THE MERGER-Differences in
Shareholders' Rights."

STOCK OPTION AGREEMENT

As an inducement and condition to Summit's willingness to enter into the
Merger Agreement, B.M.J. (as issuer) entered into the B.M.J. Stock Option
Agreement (the "Merger Option Agreement") with Summit (as grantee), dated as of
August 29, 1996. The Merger Option Agreement is set forth in Appendix C to this
Proxy Statement-Prospectus.

Pursuant to the Merger Option Agreement, B.M.J. granted to Summit an
irrevocable option (the "B.M.J. Option"), exercisable under certain limited
and specifically defined circumstances, none of which,

4
<PAGE>

to the best of Summit's and B.M.J.'s knowledge, has occurred as of the date
hereof, to purchase up to 1,490,000 shares of B.M.J. Common at a price per share
equal to the last sale price of B.M.J. Common on Nasdaq on the trading day
immediately preceding the date of the Merger Agreement.

The Merger Option Agreement is intended to increase the likelihood that
the Merger will be consummated according to the terms set forth in the Merger
Agreement, and may be expected to discourage offers by third parties to
acquire B.M.J. prior to the Merger. See "THE MERGER-Stock Option Agreement."

MARKET PRICES AND DIVIDENDS

Summit Common is listed and traded on the NYSE under the symbol "SUB". B.M.J.
Common is listed and traded on Nasdaq under the symbol "BMJF". The following
table presents for the periods indicated (rounded to the nearest cent and
adjusted for all stock splits and stock dividends) the high and low sale prices
of a share of Summit Common and of a share of B.M.J. Common and dividends
declared per share on Summit Common and B.M.J. Common.

<TABLE>
<CAPTION>
Summit Common B.M.J. Common
---------------------------------- --------------------------------
Sale Price Sale Price
-------------------- ------------------
Dividends Dividends
Calendar Year High Low Per Share High Low Per Share
--------------------- -------- -------- ----------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
1993 ................ $33.25 $21.63 $0.69 $ 9.25 $ 6.50 --
1994 ................ 29.25 22.50 0.94 13.00 8.00 --
1995 ................ 37.25 24.13 1.19 16.75 10.75 $ 0.225
1996 (through ------,
1996) ..............

</TABLE>

The following table presents (rounded to the nearest cent) for August 28,
1996, (the last full trading day prior to the public announcement of the
execution of the Merger Agreement), and as of ------, 1996 the last sale price
of a share of Summit Common, the last sale price of a share of B.M.J. Common and
the pro forma equivalent in Summit Common of a share of B.M.J. Common computed
by multiplying the last sale price of Summit Common on each of the dates
specified in the table by the Exchange Ratio of .56.

<TABLE>
<CAPTION>
Pro Forma B.M.J.
Summit B.M.J. Equivalent
-------- -------- ----------------
<S> <C> <C> <C>
August 28, 1996 ....... $38.88 $14.00 $21.77
- ------, 1996 .........

</TABLE>

No assurance can be given as to what the market price of Summit Common
will be if and when the Merger is consummated. Because the Exchange Ratio is
fixed and because the market price of Summit Common is subject to
fluctuation, the value of the shares of Summit Common that holders of B.M.J.
Common will receive in the Merger may increase or decrease prior to and
following the Merger. B.M.J. SHAREHOLDERS ARE ADVISED TO OBTAIN CURRENT
MARKET QUOTATIONS FOR SUMMIT COMMON AND B.M.J. COMMON. In addition, past
dividends paid in respect of Summit Common and B.M.J. Common are not
necessarily indicative of future dividends that may be declared and paid. No
assurance can be given concerning dividends to be declared and paid in
respect of Summit Common and B.M.J. Common before or after the Effective
Time. See "MARKET PRICE AND DIVIDEND MATTERS."

5
<PAGE>

The following table presents, as of ------, 1996, the current annualized
dividend rate for a share of Summit Common, for a share of B.M.J. Common, and
(rounded to the nearest cent) for the pro forma equivalent in Summit Common of a
share of B.M.J. Common computed by multiplying the annualized dividend rate of a
share of Summit Common by the Exchange Ratio of .56.

<TABLE>
<CAPTION>
Pro Forma B.M.J.
Summit B.M.J. Equivalent
---------- ---------- --------------------
<S> <C> <C> <C>
- ------, 1996...
</TABLE>

RECENT DEVELOPMENTS

On November 7, 1996 Summit announced that it will call for redemption on
December 15, 1996 all the outstanding shares of its Series B Adjustable Rate
Cumulative Preferred Stock ("Series B Preferred"), stated value $50.00 and
Series C Adjustable Rate Cumulative Preferred Stock ("Series C Preferred") at
prices of $50.375 and $25.375, respectively. At September 30, 1996, there were
600,166 shares of Series B Preferred and 504,481 shares of Series C Preferred
outstanding.

<PAGE>
SUMMARY OF COMPARATIVE AND PRO FORMA PER SHARE FINANCIAL INFORMATION

The following summary presents, for the periods indicated, selected
comparative and pro forma per share financial information: (i) on a historical
basis for both Summit and B.M.J.; (ii) on a pro forma combined basis for Summit,
giving effect to the Merger; and (iii) on a pro forma equivalent basis per
common share for B.M.J. Such financial information is computed on a pro forma
equivalent basis with respect to a share of B.M.J. Common by multiplying the pro
forma combined amount (giving effect to the Merger) by the Exchange Ratio of
.56. The pro forma information does not reflect anticipated cost savings
expected to be realized from the Merger. The unaudited pro forma information
does not purport to be indicative of the combined financial position or results
of operations of future periods.

<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
------------------ -----------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Net Income (Loss) Per Share
Historical:
Summit (1)(2) ............. $1.56 $2.04 $2.77 $1.80 $ 1.57
B.M.J. (fully diluted) (3) . 0.88 0.74 1.07 1.60 (0.13)
Pro Forma Combined (2)(3)(4):
Summit and B.M.J. ......... 1.56 2.01 2.74 1.85 1.49
Pro Forma B.M.J. Equivalent(3):
Summit and B.M.J. ......... 0.87 1.13 1.53 1.04 0.83

Dividends per Share
Historical:
Summit .................... $1.00 $0.87 $1.19 $0.94 $ 0.69
B.M.J. .................... 0.375 0.15 0.225 -- --
Pro Forma Combined (4)(5):
Summit and B.M.J. ......... 1.00 0.87 1.19 0.94 0.69
Pro Forma BMJ Equivalent:
Summit and B.M.J. ......... 0.56 0.49 0.67 0.53 0.39
</TABLE>
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Book Value per Share
Historical:
Summit ................. $19.59 $19.89
B.M.J. ................. 8.83 8.62
Pro Forma Combined (4)(6):
Summit and B.M.J. ...... 19.27 19.68
Pro Forma B.M.J. Equivalent:
Summit and B.M.J. ...... 10.79 11.02
</TABLE>
- ------
1.) In the first quarter of 1996, restructuring charges totaling $110.7 million
($70.0 million, or $.75 per common share, after tax) were recorded for
merger-related expenses for The Summit Bancorporation, The Flemington
National Bank and Trust Company and Garden State Bancshares, Inc. Also
included in the restructuring charges were branch-related expenses recorded
in conjunction with an announced agreement to open 70 in-store supermarket
branches. During the third quarter of 1996 Summit recorded a one-time
special assessment in conjunction with legislation passed to recapitalize
the Savings Association Insurance Fund (SAIF) on September 30, 1996. The
assessment amounted to $11.1 million ($6.7 million, or $.07 per common
share, after tax).
2.) Summit and pro forma combined net income per common share were computed
based on net income less preferred dividends divided by the weighted average
average number of shares during the periods presented. Common stock
equivalents are not included in the calculation as they have no material
dilutive effect.
3.) B.M.J.'s operating results for 1994 include a $4.9 million ($.62 per share),
credit to income from the reversal of previously established tax valuation
reserves plus recognition of state deferred tax assets and alternative
minimum tax credits.
4.) The pro forma combined per share financial information does not include the
impact of Summit's pending acquisition of Central Jersey Financial
Corporation ("Central Jersey"). At September 30, 1996, Central Jersey had
total assets of $464.5 million. This transaction, which will be accounted
for as a purchase, is expected to close in the fourth quarter of 1996. The
impact of this pending acquisition is not material to the pro forma combined
per share financial information.
5.) Pro forma amounts assume that Summit would have declared cash dividends per
share equal to its historical cash dividends per share declared.
6.) Gives effect to the Merger as if it had occurred at the end of the period.
The September 30, 1996 pro forma combined book value per share also includes
the anticipated merger-related charges, but does not reflect the estimated
expense savings and revenue enhancements anticipated from the Merger.

7
<PAGE>
INTRODUCTION

This Proxy Statement-Prospectus is being furnished to B.M.J. shareholders as
of the Record Date in connection with the solicitation of proxies by the B.M.J.
Board for use at the Special Meeting to be held on ------, 1997 or any
adjournments thereof, at ------, New Jersey, at ------ a.m. (local time). The
purpose of the Special Meeting is to consider and vote upon (i) a proposal to
approve the Merger Agreement and the transactions contemplated thereby; and (ii)
a proposal to approve the Adjournment Proposal.

The Board of Directors of B.M.J. has approved the Merger Agreement and
unanimously recommends that B.M.J. shareholders vote FOR its approval. The
Board of Directors of B.M.J. also recommends that B.M.J. shareholders vote
FOR approval of the Adjournment Proposal.

SPECIAL MEETING

RECORD DATE; VOTE REQUIRED; REVOCABILITY OF PROXIES

The securities to be voted at the Special Meeting consist of shares of B.M.J.
Common, with each share entitling its owner to one vote on each proposal and on
all other matters properly brought before the Special Meeting. B.M.J. had no
other class of voting securities entitled to vote on the Merger Agreement or the
Adjournment Proposal outstanding at the close of business on the Record Date.
There were ------ holders of record of B.M.J. Common and ------shares of B.M.J.
Common outstanding and eligible to be voted at the Special Meeting as of the
Record Date. It is anticipated that this Proxy Statement-Prospectus, together
with the enclosed proxy card, will be mailed to shareholders on or about ------.
1996.

The presence at the Special Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of B.M.J. will constitute a quorum for the
transaction of business. By checking the appropriate box on the proxy card
provided by the B.M.J. Board, a shareholder may vote "FOR" approval of the
Merger Agreement, vote "AGAINST" approval of the Merger Agreement or "ABSTAIN".
Under the New Jersey Business Corporation Act and B.M.J.'s Certificate of
Incorporation and By-Laws, the approval of the Merger Agreement and the
Adjournment Proposal require the affirmative vote of a majority of the votes
cast by the holders of shares entitled to vote thereon at the Special Meeting,
provided a quorum is present, without regard to abstentions or broker non-votes
as described below. Proxies voting against the Merger Agreement will not be used
by the proxy holders to vote in favor of the Adjournment Proposal unless the
shareholder has voted FOR the approval of the Adjournment Proposal on the proxy
card. The Special Meeting may be adjourned from time to time if necessary to
obtain a quorum or to obtain the votes necessary to approve the Merger
Agreement. The approval of the Merger Agreement by B.M.J. shareholders is a
condition to the consummation of the Merger. See "THE MERGER-The Merger
Agreement-Conditions to the Merger; Termination."

If a quorum is not obtained, or if fewer shares of B.M.J. Common are voted in
favor of approval of the Merger Agreement than the number required for approval,
it is expected that, if a majority of the proxies voted with respect to the
Adjournment Proposal have been voted in favor of the Adjournment Proposal, the
Special Meeting will be postponed or adjourned for the purpose of allowing
additional time for obtaining additional proxies or votes, and, at any
subsequent reconvening of the Special Meeting, all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Special Meeting (except for any proxies which have theretofore effectively
been revoked or withdrawn). The affirmative vote of a majority of the votes cast
at the Special Meeting is required to approve the Adjournment Proposal. As to
other matters that may properly come before the Special Meeting, unless
otherwise provided in the Certificate of Incorporation or By-laws of B.M.J. or
by statute, a majority of those votes cast by shareholders shall be sufficient
to pass on a matter.

For purposes of determining the number of votes cast with respect to a
matter, only those votes cast "for" or "against" a proposal are counted. "Broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or the persons entitled to
vote such shares and with respect to which the broker or nominee does not have
discretionary voting power under the applicable

8
<PAGE>

NYSE rules) will not be counted as votes "for" or "against" for purposes of
determining the number of votes cast but will be treated as present for quorum
purposes. Abstentions will be treated as shares that are present for purposes of
determining the presence of a quorum but will not be counted "for" or "against"
the proposal.

If the enclosed form of proxy is properly executed and returned to B.M.J. in
time to be voted at the Special Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Proxies that are
executed, but as to which no instructions have been marked, will be voted FOR
the approval of the Merger Agreement, and FOR the approval of the Adjournment
Proposal except that if a proxy is voted against the Merger Agreement and no
instruction is given in connection with the Adjournment Proposal, the proxy will
not be in favor of the Adjournment Proposal. Should any other matter properly
come before the Special Meeting, the persons named as proxies in the
accompanying proxy, acting by a plurality of those proxies present, will have
discretionary authority to vote on such matters in accordance with their
judgment. As of the time of the preparation of this Proxy Statement-Prospectus,
the B.M.J. Board does not know of any matters other than those referred to in
the Notice of Special Meeting of Shareholders to be presented for action at the
Special Meeting.

Shareholders who execute a proxy retain the right to revoke it at any time
prior to its use. Unless so revoked, the shares represented by such proxies will
be voted at the Special Meeting and all adjournments thereof. Prior to the
Special Meeting a proxy may be revoked by filing a written revocation or a duly
executed proxy bearing a later date with the Secretary of B.M.J., Donald W.
James. During the Special Meeting a proxy may be revoked by filing a written
revocation or a duly executed proxy bearing a later date with the secretary of
the Special Meeting prior to the close of voting. A proxy will not be voted if a
shareholder attends the Special Meeting and votes in person.

If a B.M.J. shareholder is participating in B.M.J.'s Dividend Reinvestment
and Stock Purchase Plan (the "B.M.J. Dividend Plan"), such shareholder will
receive a single proxy covering both the shares of B.M.J. Common held by the
B.M.J. shareholder in certificate form and the shares of B.M.J. Common held on
behalf of such shareholder by the B.M.J. Dividend Plan Administrator in such
shareholder's B.M.J. Dividend Plan account. If a proxy is not returned, shares
of B.M.J. Common represented by the proxy, including any held under the B.M.J.
Dividend Plan, will not be voted.

Employees who hold B.M.J. Common through participation in B.M.J.'s Deferred
Savings Plan ("B.M.J. Savings Plan") will receive a separate card for use in
providing voting instructions to the Trustee of the B.M.J. Savings Plan. Full
shares held by the B.M.J. Savings Plan will be voted by the Trustee in
accordance with the instructions received from participants. The Trustee will
not vote any participants' shares with respect to which instructions have not
been received.

If a person holding B.M.J. Common in street name wishes to vote such B.M.J.
Common at the Special Meeting, the person must obtain from the nominee holding
the B.M.J. Common in street name a properly executed "legal proxy" identifying
the individual as a B.M.J. shareholder, authorizing the B.M.J. shareholder to
act on behalf of the nominee at the Special Meeting and identifying the number
of shares with respect to which the authorization is granted.

The cost of soliciting proxies will be borne by B.M.J. In addition to use of
the mails, proxies may be solicited personally or by telephone, telecopier or
telegraph by officers, directors or employees of B.M.J., who will not be
specially compensated for such solicitation activities. Arrangements will also
be made by B.M.J. to reimburse brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expense incurred in forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
B.M.J. has retained ------, Inc., a proxy soliciting firm, to assist in the
solicitation of proxies, at a fee of $------ plus fees for direct telephone
solicitations, if authorized, and reimbursement of certain out-of-pocket costs.

9
<PAGE>

SELECTED FINANCIAL DATA

The tables below set forth selected historical financial information for
Summit and B.M.J. for each of the five years in the period ended December 31,
1995 and the nine month periods ended September 30, 1996 and 1995. Such
information has been derived from and should be read in conjunction with the
consolidated financial statements of Summit and B.M.J., including the respective
notes thereto, and management's discussions and analysis of financial condition
and results of operations contained in the respective Form 10-K's and Form
10-Q's of Summit and B.M.J., which are incorporated by reference in this Proxy
Statement-Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE". The
selected historical financial information for Summit and B.M.J. for the nine
month periods ended September 30, 1996 and 1995 reflect, in the opinion of the
managements of Summit and B.M.J., respectively, all adjustments (comprising only
normal recurring accruals) necessary for a fair presentation of the consolidated
operating results and financial position of Summit and B.M.J. for such interim
periods. Results for the interim periods are not necessarily indicative of
results for the full year or any other period.

The table setting forth selected pro forma combined financial information
gives effect to the Merger under the pooling-of-interests method of accounting.
For a description of the pooling-of-interests accounting method with respect to
the Merger, see "THE MERGER--Accounting Treatment." The pro forma financial
information is prepared based on the Exchange Ratio in the Merger of 0.56 shares
of Summit Common for each share of B.M.J. Common. The pro forma condensed
combined financial information does not purport to be indicative of the combined
financial position or results of operations for future periods or indicative of
the results that actually would have been realized had the entities been a
single entity during the periods reflected in the table.

SUMMIT BANCORP.
SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
At or For the Period Ended
September 30, At or For the Year Ended December 31,
------------------------------ ----------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of
Operations:
Interest income . $ 1,160,312 $ 1,114,564 $ 1,495,617 $ 1,302,800 $ 1,236,658 $ 1,341,504 $ 1,562,393
Interest expense 477,289 467,884 626,376 475,973 456,797 594,757 882,605
Net interest
income ......... 683,023 646,680 869,241 826,827 779,861 746,747 679,788
Provision for
loan losses .... 46,500 52,350 71,850 91,995 112,885 165,553 192,417
Securities gains 2,514 6,815 8,606 2,232 9,579 19,195 13,366
Net income ...... 147,103 177,714 242,870 154,550 133,142 90,275 46,496
Net income per
share .......... 1.56 2.04 2.77 1.80 1.57 1.13 0.60
Cash dividends
declared per
share .......... 1.00 0.87 1.19 0.94 0.69 0.60 0.60
Average common
shares
outstanding .... 93,304 86,141 86,674 84,381 82,712 77,499 72,496

Balance Sheet
Data:
Total assets .... $22,388,229 $21,149,787 $21,536,935 $20,894,815 $19,139,498 $19,204,120 $18,636,270
Securities ...... 5,718,024 5,714,550 5,483,782 5,958,121 5,499,597 5,219,940 4,698,365
Loans ........... 14,817,455 13,730,520 14,019,574 13,105,179 11,881,426 11,972,053 12,145,189
Total deposits .. 18,309,952 17,513,124 17,955,103 16,977,109 16,164,226 16,462,089 15,790,487
Long-term debt .. 391,777 475,530 424,862 544,936 467,501 364,762 270,044
Shareholders'
equity ......... 1,837,852 1,745,997 1,802,316 1,533,717 1,456,527 1,356,744 1,173,160
Book value per
common share ... 19.59 19.36 19.89 17.45 16.89 15.93 15.35
</TABLE>

10
<PAGE>
B.M.J. FINANCIAL CORP.
SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
At or For the Period
Ended
September 30, At or For the Year Ended December 31,
------------------------ ---------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Interest income .......... $ 35,497 $ 30,634 $ 41,603 $ 38,444 $ 41,389 $ 52,579 $ 70,556
Interest expense ......... 12,729 9,612 13,368 10,222 13,540 22,101 40,642
Net interest income ...... 22,768 21,022 28,235 28,222 27,849 30,478 29,914
Provision for loan losses 95 -- (2,000) -- 840 12,217 18,596
Securities gains ......... -- -- -- -- 690 3,155 1,084
Net income (loss) ........ 6,783 5,722 8,314 12,507 (890) (6,963) (6,717)
Net income (loss) per
share (1) .............. 0.88 0.74 1.07 1.60 (0.13) (1.63) (1.60)
Cash dividends declared
per share .............. 0.375 0.15 0.225 -- -- -- 0.30
Average common shares
outstanding (1) ........ 7,705 7,911 7,910 7,884 6,920 4,271 4,199

Balance Sheet Data:
Total assets ............. $655,222 $565,939 $588,710 $538,432 $625,302 $653,556 $778,126
Securities ............... 175,836 107,344 147,123 121,895 168,002 173,307 183,265
Loans .................... 436,420 381,207 399,364 357,415 386,478 420,152 542,596
Total deposits ........... 537,190 478,242 485,011 463,574 566,875 606,043 725,282
Long-term debt ........... 12,347 3,740 8,686 2,700 4,813 4,880 4,880
Shareholders' equity ..... 66,322 63,133 65,622 58,346 45,398 32,500 38,688
Book value per common
share .................. 8.83 8.30 8.62 7.68 6.01 7.45 9.15
</TABLE>

<PAGE>

SUMMIT AND B.M.J. PROFORMA COMBINED
SUMMARY OF SELECTED FINANCIAL DATA (2)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
At or For the Period Ended
September 30, At or For the Year Ended December 31,
------------------------------ ----------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of
Operations:
Interest income . $ 1,195,809 $ 1,145,198 $ 1,537,220 $ 1,341,244 $ 1,278,047 $ 1,394,083 $ 1,632,949
Interest expense 490,018 477,496 639,744 486,195 470,337 616,858 923,247
Net interest
income ......... 705,791 667,702 897,476 855,049 807,710 777,225 709,702
Provision for
loan losses .... 46,595 52,350 69,850 91,995 113,725 177,770 211,013
Securities gains 2,514 6,815 8,606 2,232 10,269 22,350 14,450
Net income ...... 153,886 183,436 251,184 167,057 132,252 83,312 39,779
Net income per
share (3) ...... 1.56 2.01 2.74 1.85 1.49 1.00 0.49
Cash dividends
declared per
share .......... 1.00 0.87 1.19 0.94 0.69 0.60 0.60
Average common
shares
outstanding .... 97,363 90,240 90,770 88,516 86,584 79,891 74,847

Balance Sheet
Data (4):
Total assets .... $23,036,019 $21,711,094 $22,121,249 $21,430,519 $19,764,600 $19,857,676 $19,414,396
Investment
securities ..... 5,886,428 5,817,262 5,626,509 6,077,288 5,667,399 5,393,247 4,881,630
Loans ........... 15,253,875 14,111,727 14,418,938 13,462,594 12,267,904 12,392,205 12,687,785
Total deposits .. 18,847,142 17,991,366 18,440,114 17,440,683 16,731,101 17,068,132 16,515,769
Long-term debt .. 404,124 479,270 433,548 547,636 472,314 369,642 274,924
Shareholders'
equity ......... 1,885,586 1,804,990 1,863,952 1,589,462 1,501,723 1,389,244 1,211,848
Book value per
common share ... 19.27 19.14 19.68 17.27 16.60 15.85 15.38
</TABLE>
- ------
1.) Net income per share and average common shares outstanding assume full
dilution.
2.) The selected pro forma combined financial information does not include the
impact of Summit's pending acquisition of Central Jersey. At September 30,
1996, Central Jersey had total assets of $464.5 million. This transaction,
which will be accounted for as a purchase, is expected to close in the
fourth quarter of 1996. The impact of this pending acquisition is not
material to the pro forma combined financial information.
3.) ProForma combined net income per common share was computed based on proforma
combined net income less preferred dividends divided by the weighted average
number of shares outstanding during the period. Common stock equivalents are
not included in the proforma calculation as they are not material.
4.) Balance sheet data as of September 30, 1996 give effect for anticipated
expenses and merger-related charges relating to the Merger but do not
reflect estimated expense savings and revenue enhancements anticipated to
result from the Merger.
11

<PAGE>

MARKET PRICE AND DIVIDEND MATTERS

MARKET PRICE AND DIVIDEND HISTORY

Summit Common is listed and traded on the NYSE and is quoted under the symbol
"SUB" and B.M.J. Common is listed and traded on the Nasdaq under the symbol
"BMJF". The following table sets forth, for the periods indicated, the high and
low sale prices of a share of Summit Common and B.M.J. Common, as reported in
published financial sources, and quarterly dividends declared per share of
Summit Common and B.M.J. Common.

All stock prices shown in the table below have been rounded to the nearest
cent. All B.M.J. stock prices and dividends shown below have been adjusted for
stock splits and stock dividends declared per share.

<TABLE>
<CAPTION>
Summit Common B.M.J. Common
---------------------------------- ----------------------------------
Sale Prices Sale Prices
-------------------- --------------------
Dividends Dividends
High Low Per Share High Low Per Share
-------- -------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
1993
First Quarter ... $29.38 $22.50 $0.16 $ 9.25 $ 6.75 --
Second Quarter .. 29.25 21.63 0.16 8.25 6.50 --
Third Quarter ... 33.25 24.25 0.16 8.75 6.75 --
Fourth Quarter .. 30.25 23.38 0.21 9.00 7.75 --

1994
First Quarter ... 28.63 23.50 0.21 10.25 8.00 --
Second Quarter .. 29.25 25.50 0.21 11.75 9.25 --
Third Quarter ... 29.13 26.13 0.26 13.00 11.00 --
Fourth Quarter .. 27.13 22.50 0.26 12.25 9.75 --

1995
First Quarter ... 28.75 24.13 0.29 13.50 10.75 $ 0.05
Second Quarter .. 30.75 27.13 0.29 13.63 12.25 0.05
Third Quarter ... 37.25 30.00 0.29 16.75 13.00 0.05
Fourth Quarter .. 35.75 31.50 0.32 16.38 13.75 0.075

1996
First Quarter ... 40.13 34.38 0.32 14.25 12.88 0.075
Second Quarter .. 39.50 34.00 0.32 13.75 12.75 0.10
Third Quarter ... 41.13 32.63 0.36 22.25 13.13 0.20
Fourth Quarter .. -- -- -- -- -- --
(through ------,
1996) ..........

</TABLE>

On August 28, 1996, the last full trading day prior to the public
announcement of the execution of the Merger Agreement, the last sale price of a
share of Summit Common was $38.88 and the last sale price of a share of B.M.J.
Common was $14.00. On ------, 1996, the last sale price of Summit Common was
$------ and the last sale price of B.M.J. Common was $------ . B.M.J.
shareholders are urged to obtain current market quotations.

No assurance can be given as to what the market price of Summit Common will
be if and when the Merger is consummated. Because the Exchange Ratio is fixed
and because the market price of Summit Common is subject to fluctuation, the
value of the shares of Summit Common that holders of B.M.J. Common will receive
in the Merger may increase or decrease prior to and following the Merger. B.M.J.
SHAREHOLDERS ARE ADVISED TO OBTAIN CURRENT MARKET QUOTATIONS FOR SUMMIT COMMON
AND B.M.J. COMMON. In addition, past dividends paid in respect of Summit Common
and B.M.J. Common are not necessarily indicative of future dividends which may
be declared and paid. No assurance can be given concerning dividends to be
declared and paid in respect of Summit Common and B.M.J. Common before or after
the Effective Time.

12
<PAGE>

COORDINATION AND DETERMINATION OF DIVIDENDS UNDER MERGER AGREEMENT

In order to ensure that B.M.J. shareholders would be paid at least one but no
more than one regular dividend in the calendar quarter in which the Merger is
consummated, B.M.J. agreed to coordinate with Summit the declaration of any
dividends and the setting of any record or payment dates. Under the Merger
Agreement, B.M.J. may declare a dividend up to $.10 per share per quarter or the
dividend most recently (as of such date) declared by Summit multiplied by the
Exchange Ratio.

DIVIDEND LIMITATIONS

The bank subsidiaries of Summit are restricted by law in the amount of
dividends they may pay to Summit. In addition, Summit is restricted by certain
debt agreements in the amount of dividends it may pay to its shareholders.
Assuming the Merger were effective at September 30, 1996, the amount that would
have been available on that date for dividend payments to holders of Summit
Common was approximately $280.4 million.

13
<PAGE>

PROPOSAL I -- THE MERGER

The following information concerning the Merger, insofar as it relates to
matters contained in the Merger Agreement, is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached hereto as
Appendix A and incorporated herein by reference.

GENERAL

The Merger Agreement provides for the merger of B.M.J. with and into Summit,
with Summit being the surviving corporation ("Surviving Corporation"). Upon
consummation of the Merger, each outstanding share of B.M.J. Common other than
(i) shares of B.M.J. Common beneficially owned by Summit or a subsidiary of
Summit (other than shares held in a fiduciary capacity or as a result of debts
previously contracted), if any, and (ii) shares of B.M.J. Common held in the
treasury of B.M.J., if any, will be converted into and represent the right to
receive the Merger Consideration.

CLOSING AND EFFECTIVE TIME

The Merger Agreement provides that, unless otherwise agreed and assuming all
conditions to closing have been satisfied or waived, the closing of the Merger
("Closing") will be held on the date designated by Summit on at least five
business days notice ("Closing Notice") given to B.M.J. The date for the Closing
designated by Summit may not be later than 45 business days after the last to
occur of the following: (1) the date of approval of the Merger by B.M.J.
shareholders; (2) if the transactions contemplated by the Merger Agreement are
being contested in any legal proceedings, the date that all such proceedings
have been brought to a conclusion favorable, in the judgement of Summit and
B.M.J., to the consummation of the transactions contemplated by the Merger
Agreement or such prior date as Summit and B.M.J. shall elect, whether or not
such proceedings have been brought to a conclusion; or (3) the date on which all
Required Approvals are received and any required waiting periods have expired.

If the Merger Agreement is approved by the requisite vote of B.M.J.
shareholders, all other conditions of the Merger are satisfied or waived and the
Closing is held, the Merger will become effective at the date and time specified
in the Certificate of Merger which is required by the Merger Agreement to be
filed with the Office of the Secretary of State of the State of New Jersey. The
Merger Agreement requires that the Certificate of Merger be filed as promptly as
practicable following the Closing but in no event later than one business day
following the Closing Date. If the Merger Agreement is approved by B.M.J.
shareholders, subject to the satisfaction or waiver of certain other conditions
described herein, it is presently contemplated that the Effective Time will
occur during the first calendar quarter of 1997. The Merger Agreement may be
terminated by either party if, among other things, the Closing does not occur on
or before June 30, 1997, unless the failure of such occurrence is due solely to
the failure of the party seeking to terminate the Merger Agreement to perform or
observe it's agreements set forth in the Merger Agreement required to be
performed or observed by such party on or before the Closing Date. See "THE
MERGER -- The Merger Agreement -- Conditions to the Merger; Termination."

CONVERSION OF B.M.J. COMMON

Upon consummation of the Merger, shares of B.M.J. Common outstanding
immediately prior to the Effective Time, other than shares of Summit Common
beneficially owned by Summit or a subsidiary of Summit (other than shares held
in a fiduciary capacity or as a result of debts previously contracted), if any,
and shares of B.M.J. Common held in the treasury of B.M.J., if any, will be
converted into and represent the right to receive whole shares of Summit Common
based upon the Exchange Ratio of .56 of a share of Summit Common for each share
of B.M.J. and, in lieu of any fractional share of Summit Common resulting from
the conversion, a Cash in Lieu Amount representing a cash amount equal to the
fractional share resulting from the conversion multiplied by the closing price
of a share of Summit Common on the New York Stock Exchange-Composite
Transactions List on the last trading prior to the Effective Time. The Exchange
Ratio is subject to appropriate adjustments in the event that, from the date of
the Merger Agreement to the Effective Time, the outstanding shares of Summit
Common are increased or decreased, changed into or exchanged for a different
number or kind of shares or securities through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split or other
similar changes.

14
<PAGE>

EXCHANGE OF B.M.J. CERTIFICATES

Prior to the Effective Time, Summit will appoint First Chicago Trust Company
of New York or another entity reasonably satisfactory to B.M.J., as the Exchange
Agent. As promptly as practicable after the Effective Time, but in no event more
than 10 days, after the Exchange Agent receives an accurate and complete list of
all holders of record of outstanding B.M.J. Common as of the Effective Time,
Summit will cause the Exchange Agent to send to each B.M.J. shareholder a letter
of transmittal and instructions for exchanging their B.M.J. Certificates for
Summit Certificates and, if entitled thereto, a check representing a Cash In
Lieu Amount.

To effect a proper surrender and exchange of B.M.J. Certificates, B.M.J.
Certificates must be surrendered to the Exchange Agent with properly executed
and completed letters of transmittal. Until so surrendered, Summit may, at its
option, refuse to pay to the holders of B.M.J. Certificates dividends or other
distributions, if any, payable to holders of Summit Common; provided, however,
that, upon surrender and exchange of B.M.J. Certificates, there will be paid to
such holders the amount, without interest, of dividends and other distributions,
if any, which became payable prior thereto but which were not paid. No transfer
of B.M.J. Common will be effected on the stock transfer books of B.M.J. at and
after the Effective Time.

The Exchange Agent shall have reasonable discretion to determine whether
letters of transmittal have been properly completed and executed and to
disregard immaterial defects, and any good faith decisions of Summit regarding
such matters as may be referred to it by the Exchange Agent shall be binding and
conclusive.

Neither certificates for fractions of shares of Summit Common nor scrip
certificates for such fractions will be issued, and holders of B.M.J.
Certificates who would otherwise be entitled to receive fractions of shares of
Summit Common will have none of the rights with respect to such fractions of
shares (including, without limitation, the right to receive dividends) that a
holder of a full share of Summit Common would possess in respect of such full
share, and will receive, in lieu thereof, the Cash In Lieu Amount.

If more than one B.M.J. Certificate is surrendered for the same B.M.J.
shareholder account, the number of full shares of Summit Common for which Summit
Certificates will be issued pursuant to the Merger Agreement will be computed on
the basis of the aggregate number of shares of B.M.J. Common represented by
B.M.J. Certificates so surrendered.

B.M.J. shareholders should not surrender their B.M.J. Certificates for
exchange until a letter of transmittal, instructions and other exchange
materials are received from the Exchange Agent. However, B.M.J. shareholders
are urged to notify Registrar and Transfer Company now, at (908) 272-8511 if
their B.M.J. Certificates are lost, stolen, destroyed or not properly
registered, in order to begin the process of issuing replacement B.M.J.
Certificates.

CONVERSION OF STOCK AWARD PLAN OPTIONS

Each Original Award Plan Option granted pursuant to the B.M.J. Stock Award
Plans which is outstanding and unexercised at the Effective Time will be
converted automatically at the Effective Time into a New Award Plan Option.
Pursuant to the terms of the B.M.J. Stock Award Plans and the stock option
agreements, the vesting of any unexercisable Original Award Plan Options granted
under the B.M.J. Stock Award Plans will be accelerated in connection with the
Merger. Subject to the adjustment described below, each New Award Plan Option
will continue to be governed by the terms of the B.M.J. Stock Award Plan under
which the corresponding Original Award Plan Option was granted and the stock
option agreement by which it was evidenced, including terms and provisions
regarding exercisability. In each case, (i) the number of shares of Summit
Common subject to the New Award Plan Option will be equal to the number of
shares of Summit Common which would have been issued in the Merger if the shares
of B.M.J. Common subject to that option were issued and outstanding immediately
prior to the Effective Time, rounded down to the next lower full shares, and
(ii) the exercise price per share of Summit Common subject to the New Award Plan
Option will be equal to the exercise price per share of B.M.J. Common subject to
the Original Award Plan Option so converted divided by the Exchange Ratio.

Within 30 days after the receipt by Summit of an accurate and complete list
of all holders of B.M.J. options, Summit will issue to each holder of New Award
Plan Options, upon receipt and cancellation of all agreements under which
Original Award Plan Options were issued to such holder, appropriate instruments
confirming the

15
<PAGE>

conversion described above; provided, however, that Summit will not be obligated
to issue such confirming instruments or any shares of Summit Common issuable
upon exercise of a New Award Plan Option until the shares of Summit Common
issuable upon exercise of the New Award Plan Options have been registered with
the Commission and authorized for listing on the NYSE and for sale by any
appropriate state securities regulators, which Summit will use its best efforts
to effect within 30 days after B.M.J. shall have delivered to Summit the above
mentioned option-holder list.

RECOMMENDATION OF B.M.J. BOARD

THE MERGER AGREEMENT HAS BEEN APPROVED BY THE B.M.J. BOARD. THE B.M.J.
BOARD BELIEVES THAT THE MERGER IS IN THE BEST INTERESTS OF B.M.J.
SHAREHOLDERS. THE B.M.J. BOARD UNANIMOUSLY RECOMMENDS THAT B.M.J.
SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

BACKGROUND

The Board of Directors of B.M.J. has observed the consolidation taking place
among banks and thrift institutions in the nation in general, and in New Jersey
in particular, over the past two years. Over this same period, the level and
nature of bank and thrift institution merger and acquisition activity in New
Jersey significantly impacted the banking marketplace and the competitive
environment in which B.M.J. operates. In 1995, for example, fifteen transactions
were announced regarding the acquisition of banks and thrift institutions in New
Jersey involving the acquisition of over $58 billion in total assets. The Board
of Directors of B.M.J. observed further the merger premiums being paid by
acquirers, and assessed the impact of consolidation of B.M.J.'s marketplace and
its competitive position.

The Board of Directors periodically evaluates the strategic and competitive
position of B.M.J., its near-term and longer-term business prospects, its
management resources and performance, and the strategic options and
opportunitics available to B.M.J. In light of its changing marketplace and
competitive position, B.M.J. retained Bear Stearns in May 1995 to assist it in a
review of the operations and financial position of the company and to advise the
B.M.J. Board on how it might best attempt to maximize shareholder value.

In June, 1995 representatives from Bear Stearns recommended to the Executive
Committee of B.M.J.'s Board of Directors (the "Executive Committee") that an
appropriate business combination could be the best way to maximize shareholder
value and otherwise enable the B.M.J. Board to fulfill its fiduciary
obligations. The Executive Committee subsequently discussed several strategic
alternatives with the full B.M.J. Board, including various forms of business
combination. The Board of Directors reviewed B.M.J. management's internal
business plans and the merger premiums then being obtained for bank and thrift
institution stocks in other transactions, and considered the possibility that
B.M.J.'s shareholders could receive more value through a merger than they would
receive if B.M.J. remained as an independent institution, even if management
were able to meet its goals for operating the company independently.

Upon review of the Bear Stearns' analysis presented in June, 1995, and in
connection with the Board of Director's assessment of the continuing trend of
consolidation in the banking industry, the further concentration of market share
and consolidation of operations by larger regional banking companies, the Board
of Directors of B.M.J. decided to take steps to address these challenges while
enhancing shareholder value. After discussing the issue at some length, the
B.M.J. Board unanimously agreed that some form of business combination indeed
might be the best way to maximize shareholder value and otherwise enable the
B.M.J. Board to successfully fulfill its fiduciary obligations.

Accordingly, on June 21, 1995 the B.M.J. Board authorized management and the
Executive Committee to explore potential business combinations as well as other
alternatives such as remaining independent or pursuing acquisitions by B.M.J.
B.M.J.'s Board of Directors considered some of the advantages that could be
derived from a business combination, including greater shareholder liquidity,
increased market recognition, additional product offerings and consolidation of
administrative functions. Over the course of the summer and early fall of 1995
Bear Stearns contacted a number of financial institutions which it believed
might have an interest in a business combination with B.M.J., and confidential
information was exchanged and potential business combinations were

16
<PAGE>

explored with at least six institutions, including Summit, but never brought to
successful conclusion, often times because a potential acquirer of B.M.J. was
itself acquired before a business combination with B.M.J. could be agreed to, or
a potential acquiror was involved in another business combination and was not
willing to explore a business combination with B.M.J. at that time. After
several failed attempts to conclude some form of business combination, in
January, 1996 the B.M.J. Board decided to return to the course of remaining
independent for the foreseeable future, without foreclosing the opportunity to
participate in the right business combination if, contrary to then current
expectations, one were to appear feasible at some later point.

The Summit offer is the result of discussions that Edwin W. Townsend,
Chairman of B.M.J.'s Board of Directors, and Jerome Walther, member of B.M.J.'s
Board of Directors' Executive Committee, had with representatives of Summit in
July and August of 1996, in response to Summit's initiative in early July. Mr.
Townsend later reviewed this matter with the other members of the Executive
Committee (Messrs. Elias, Kohn and Monaghan) in mid to late August. During
several days in late August, representatives of B.M.J. and Summit and their
financial and legal advisors engaged in negotiations concerning the terms of a
transaction and a proposed definitive merger agreement.

Towards the end of August, the B.M.J. Board, together with Bear Stearns and
B.M.J.'s legal counsel, Covington & Burling, met to discuss the proposed
definitive merger agreement. At that meeting, Bear Stearns gave the B.M.J. Board
its opinion that the consideration to be received by the shareholders of B.M.J.
from Summit was fair from a financial point of view. After extensive discussion,
the B.M.J. Board voted to approve the Merger Agreement.

REASONS FOR THE MERGER

The B.M.J. Board believes that the Merger is in the best interests of
B.M.J. and its shareholders. Accordingly, the B.M.J. Board has unanimously
adopted the Merger Agreement. The B.M.J. Board therefore unanimously
recommends that B.M.J. shareholders vote "For" the approval of the Merger
Agreement.

In reaching its determination that the Merger is in the best interest of
B.M.J. and its shareholders, the B.M.J. Board considered a number of factors
both from a short-term and long-term perspective, including, without limitation,
the following:

(i) B.M.J. Board's familiarity with and review of B.M.J.'s business,
operations, financial condition, earnings and prospects and the
financial condition, operating results and future prospects of Summit;

(ii) the immediate and potential long term financial benefits to B.M.J.
shareholders inherent in the Merger, including the Merger
Consideration, an increased dividend rate and the benefits related to
enhanced liquidity and marketability of Summit's stock;

(iii) the current and prospective economic environment and competitive and
regulatory constraints facing financial institutions;

(iv) the limited opportunities for growth and leveraging B.M.J.'s capital,
and the opportunity for B.M.J. shareholders to participate in the
future growth of Summit;

(v) the ability to generate an acceptable return on equity without taking
undue risk;

(vi) B.M.J. Board's review, based in part on presentations by Bear Stearns
and the due diligence reviews by the Executive Committee, as well as
its financial and legal advisors, of the business, operations,
financial condition, earnings and prospects of Summit;

(vii) the advice of Bear Stearns that a business combination with, and the
acquisition proposal by, Summit was fair to B.M.J. shareholders from a
financial point of view;

(viii) B.M.J. Board's evaluation of the risks associated with consummation of
the Merger, including, among other, the risks associated with obtaining
all necessary regulatory approvals without the imposition of any
condition which differs from conditions customarily imposed in
approving acquisitions of the type contemplated by the Merger Agreement
and compliance with which would materially adversely affect the
reasonably anticipated benefits of the transactions to Summit;

17
<PAGE>

(ix) the terms and conditions of the Merger Agreement, Stock Option
Agreement and the other documents executed in connection with the
Merger, including the ability to terminate the Merger if certain
conditions are not met at Closing; and

(x) the expectation that the Merger will generally be a tax-free
transaction to B.M.J. and its shareholders. See "THE MERGER -- Certain
Federal Income Tax Consequences.

In view of the variety of factors considered in connection with its
evaluation of the Merger, the B.M.J. Board did not find it practicable to, and
did not quantify or otherwise attempt to assign relative weights to the specific
factors considered in reaching its determination.

THE B.M.J. BOARD UNANIMOUSLY RECOMMENDS THAT B.M.J. SHAREHOLDERS VOTE
"FOR" APPROVAL OF THE MERGER AGREEMENT.

Summit. The Summit Board believes the Merger will enhance Summit's retail
franchise and competitive position in key market areas.

OPINION OF B.M.J.'S FINANCIAL ADVISOR

B.M.J. retained Bear Stearns by letter agreement dated May 2, 1995, to act as
financial advisor in connection with any acquisition of B.M.J. and to render its
opinion to the B.M.J. Board as to the fairness of such a transaction, from a
financial point of view, to the shareholders of B.M.J. Bear Stearns is an
internationally recognized investment banking firm and was selected by B.M.J.
because of Bear Stearns' experience and expertise in mergers and acquisitions
and in investment banking and its knowledge of the banking industry, and because
of Bear Stearns' familiarity with B.M.J.'s business arising out of its prior
role as investment banker to B.M.J. No limitations were imposed by the B.M.J.
Board or B.M.J. upon Bear Stearns with respect to the investigations made or the
procedures followed by it in rendering its opinion. On August 28, 1996, Bear
Stearns advised B.M.J.'s Board of Directors that the Exchange Ratio was fair,
from a financial point of view, to the shareholders of B.M.J. Bear Stearns
confirmed its opinion in writing as of the date of this Proxy
Statement-Prospectus (such opinion, as updated on the date hereof, being
referred to herein as the "Bear Stearns Fairness Opinion").

The full text of the Bear Stearns Fairness Opinion dated the date hereof,
which sets forth certain assumptions made, matters considered, and limitations
on the reviews undertaken, is attached hereto as Appendix B and is incorporated
herein by reference, and should be read in its entirety in connection with this
Proxy Statement-Prospectus. The summary of the Bear Stearns Fairness Opinion set
forth herein is qualified in its entirety by reference to the opinion.

The Bear Stearns Fairness Opinion is directed only to the fairness of the
Exchange Ratio, from a financial point of view, to B.M.J.'s shareholders and
does not constitute a recommendation to any B.M.J. shareholder as to how such
shareholder should vote at the B.M.J. Meeting.

Although Bear Stearns evaluated the financial terms of the Merger, Bear
Stearns did not recommend the specific consideration to be paid to the B.M.J.
shareholders. The consideration to be received by the B.M.J. shareholders was
determined by negotiations between representatives of B.M.J. and Summit. Each
holder of B.M.J. Common Stock will receive .56 shares of Summit Common Stock
for each share of B.M.J. Common Stock. Based upon Summit's closing stock
price of $38.25 on August 27, 1996, the last trading day prior to the
presentation to B.M.J.'s Board of Directors, Bear Stearns calculated an
acquisition price per share of B.M.J. Common Stock of $21.42 (the "Per Share
Calculation").

In connection with its rendering of its opinion, Bear Stearns, among other
things: (i) reviewed the Proxy Statement-Prospectus in substantially the form to
be sent to shareholders, including a copy of the Merger Agreement; (ii) reviewed
B.M.J.'s Annual Reports to Shareholders and Annual Reports on Form 10-K for the
fiscal years ended December 31, 1993 through 1995, and its Quarterly Reports on
Form 10-Q for the periods ended March 31, June 30, and September 30, 1996; (iii)
reviewed Summit's Annual Report to Shareholders and Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 and its Quarterly Reports on Form
10-Q for the periods ended March 31, June 30, and September 30, 1996; (iv)
reviewed certain operating and financial information, including projections,
provided to us by management relating to B.M.J.'s business and prospects; (v)
reviewed certain operating and financial information provided to us by
management relating to Summit's

18
<PAGE>

business and prospects; (vi) met with certain members of B.M.J.'s and Summit's
senior management to discuss its operations, historical financial statements and
future prospects; (vii) visited B.M.J.'s facilities in Bordentown, New Jersey
and Summit's facilities in Princeton, New Jersey; (viii) reviewed the historical
prices and trading volumes of the common shares of B.M.J. and Summit; (ix)
reviewed publicly available financial data and stock market performance data of
companies which we deemed generally comparable to B.M.J. and Summit; (x)
reviewed the terms of recent acquisitions of companies which we deemed generally
comparable to the Merger; and (xi) conducted such other studies, analyses,
inquiries and investigations as we deemed appropriate.

In conducting its review and arriving at and updating the Bear Stearns
Fairness Opinion, Bear Stearns relied upon and assumed the accuracy and
completeness of the financial and other information regarding B.M.J. and Summit
provided to Bear Stearns by B.M.J. and Summit or publicly available, and Bear
Stearns did not independently verify such information. With respect to B.M.J.'s
projected financial results, Bear Stearns assumed that such results have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the management of B.M.J. as to the expected future performance
of B.M.J. Bear Stearns did not assume any responsibility for the information or
projections provided to Bear Stearns and further relied upon the assurances of
the managements of B.M.J. and Summit that they were unaware of any facts that
would make the information or projections provided to Bear Stearns incomplete or
misleading. In arriving at its opinion, Bear Stearns did not perform or obtain
any independent appraisal of the assets of B.M.J. or Summit.

The following is a summary of the analyses performed by Bear Stearns in
connection with its opinion rendered on August 28, 1996 (which are substantially
the same types of analyses performed by Bear Stearns in connection with the
updated Bear Stearns Fairness Opinion):

Financial Statement Review of Summit: Bear Stearns reviewed Summit's Annual
Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and Quarterly Reports on Form 10-Q for the periods ended March
31, and June 30, 1996, and calculated growth rates for various balance sheet and
income statement line items. Net income before extraordinary items increased
37.4% from the year ended December 31, 1992 to December 31, 1993, 26.0% from the
year ended December 31, 1993 to December 31, 1994, and 55.4% from the year ended
December 31, 1994 to December 31, 1995. For the six months ended June 30, 1996,
net income before extraordinary items increased by 25.6% as compared to the six
months ended June 30, 1995. Return on average assets increased from 0.70% for
the year ended December 31, 1993 to 1.16% for the year ended December 31, 1995.

Review of Companies Comparable to Summit: Bear Stearns performed an analysis
of Summit's financial performance and stock market trading data by comparing the
stock price to book value, stock price to tangible book value, stock price to
latest twelve months earnings per share ("LTM EPS"), and stock price to
estimated 1996 earnings per share ("EPS") (based on First Call and IBES
estimates) of Summit to sixteen publicly traded commercial banks with total
assets between $15 billion and $40 billion (the "Summit Peer Group").

The Summit Peer Group included: AmSouth Bancorporation; BanPonce Corporation;
Crestar Financial Corporation; Comerica Incorporated; First Bank System, Inc.,
Fifth Third Bancorp; First of America Bank Corporation; Firstar Corporation;
Huntington Bancshares Incorporated; Mercantile Bancorporation Inc.; Northern
Trust Corporation; Regions Financial Corporation; Southern National Corporation;
SouthTrust Corporation; UnionBanCal Corporation; and U.S. Bancorp.

Bear Stearns compared the multiples of stock price to book value, stock price
to tangible book value, stock price to LTM EPS, and stock price to estimated
1996 EPS of Summit to the respective medians of these multiples for the Summit
Peer Group. Using closing stock prices from August 27, 1996, and financial
statements as of June 30, 1996, Bear Stearns calculated (i) a stock price to
book value multiple for Summit of 1.97 times, as compared to a median of 2.00
times for the Summit Peer Group, (ii) a stock price to tangible book multiple of
2.10 times for Summit as compared to a median of 2.13 times for the Summit Peer
Group, (iii) a stock price to LTM EPS multiple for Summit of 12.8 times
(excluding a restructuring charge incurred in the first quarter of 1996) as
compared to a median of 12.4 times for the Summit Peer Group, and (iv) a stock
price to estimated 1996 EPS multiple of 11.7 times for Summit as compared to a
median of 11.7 times for the Summit Peer Group.

Review of Companies Comparable to B.M.J.: Bear Stearns performed an analysis
of B.M.J.'s financial performance and stock market trading data by comparing the
stock price to book value, stock price to tangible

19
<PAGE>

book value, stock price to latest twelve months earnings per share ("LTM EPS"),
and stock price to estimated 1996 earnings per share ("EPS") (based on
projections from B.M.J. management) of B.M.J. to the following three peer
groups: (i) seven banks in New Jersey with total assets between $300 million and
$1.5 billion (the "B.M.J. New Jersey Peer Group"), (ii) 28 Mid-Atlantic banks
with total assets between $400 million and $1.1 billion (the "B.M.J.
Mid-Atlantic Peer Group"), and (iii) 32 nationwide banks with total assets
between $400 million and $1.1 billion, return on average assets before
extraordinary items of greater than 1.25%, and a ratio of tangible equity to
assets of greater than 9% (the "B.M.J. Nationwide Peer Group").

The B.M.J. New Jersey Peer Group included: United National Bancorp; Broad
National Bancorporation; Interchange Financial Services Corporation; Vista
Bancorp, Inc.; Yardville National Bancorp; Center Bancorp, Inc.; and
Independence Bancorp, Inc.

The B.M.J. Mid-Atlantic Peer Group included: Commercial Bank of New York;
Merchants New York Bancorp, Inc.; Omega Financial Corporation; United National
Bancorp; Harleysville National Corporation; JeffBanks, Inc.; Evergreen Bancorp,
Inc.; Sandy Spring Bancorp, Inc.; Mason-Dixon Bancshares, Inc.; Suffolk Bancorp;
Sterling Bancorp; F & M Bancorp; Southwest National Corporation; FCNB Corp;
Arrow Financial Corporation; Hudson Chartered Bancorp, Inc.; Keystone Heritage
Group, Inc.; CNB Financial Corp.; Tompkins County Trustco, Inc.; State Bancorp,
Inc.; Broad National Bancorporation; First United Corporation; Interchange
Financial Services Corporation; Vista Bancorp, Inc.; Yardville National Bancorp;
Center Bancorp, Inc.; First of Long Island Corporation; and FNB Rochester Corp.

The B.M.J. Nationwide Peer Group included: Omega Financial Corporation;
National City Bancshares, Inc.; Harleysville National Corporation; Farmers
Capital Bank Corporation; CBT Corporation; Simmons First National Corporation;
National City Bancorporation; Old Second Bancorp, Inc.; Southwest National
Corporation; Arrow Financial Corporation; First Merchants Corporation; Shoreline
Financial Corporation; Horizon Bancorp, Inc.; Keystone Heritage Group, Inc.;
Tompkins County Trustco, Inc.; ArgentBank; Washington Trust Bancorp, Inc.; West
Coast Bancorp; Allied Bankshares, Inc.; First Charter Corporation;
Citi-Bancshares, Inc.; First- Knox Banc Corp.; First United Corporation;
BancFirst Ohio Corp.; Union Bankshares Corporation; Bank of Granite Corporation;
Mountain Parks Financial Corp.; Pacific Bank, N.A.; Cass Commercial Corporation;
First State Corporation; First of Long Island Corporation; and Northern States
Financial Corporation.

Bear Stearns compared the multiples of stock price to book value, stock price
to tangible book value, stock price to LTM EPS, and stock price to estimated
1996 EPS of B.M.J. to the respective medians of these multiples for the B.M.J.
New Jersey Peer Group, the B.M.J. Mid-Atlantic Peer Group, and the B.M.J.
Nationwide Peer Group. Using closing stock prices from August 27, 1996 and
financial statements as of June 30, 1996, Bear Stearns calculated (i) a stock
price to book value multiple for B.M.J. of 1.55 times, as compared to a median
of 1.36 times for the B.M.J. New Jersey Peer Group, 1.49 times for the B.M.J.
Mid-Atlantic Peer Group. and 1.61 times for the B.M.J. Nationwide Peer Group,
(ii) a stock price to tangible book value multiple of 1.59 times for B.M.J., as
compared to a median of 1.44 times for the B.M.J. New Jersey Peer Group, 1.55
times for the B.M.J. Mid-Atlantic Peer Group, and 1.64 times for the B.M.J.
Nationwide Peer Group, (iii) a stock price to LTM EPS multiple for B.M.J. of
10.6 times (12.3 times after adjusting for non-recurring items), as compared to
a median of 10.3 times for the B.M.J. New Jersey Peer Group, 11.7 times for the
B.M.J. Mid-Atlantic Peer Group, and 12.4 times for the B.M.J. Nationwide Peer
Group, and (iv) a stock price to estimated 1996 EPS for B.M.J. of 10.7 times
(based on projections from B.M.J. management), as compared to a median of 10.0
times for the B.M.J. New Jersey Peer Group, 10.7 times for the B.M.J.
Mid-Atlantic Peer Group, and 12.1 times for the B.M.J.
Nationwide Peer Group.

Review of Mergers Comparable to the Merger: Bear Stearns performed an
analysis of the Per Share Consideration offered to the B.M.J. shareholders in
the Merger by comparing the multiples represented by such consideration to the
book value, tangible book value, LTM EPS, premium over tangible book value to
core deposits, and premium over market value two weeks before the merger
announcement for B.M.J. to the respective multiples of the per share
consideration received by shareholders in the following six subsets of publicly
announced commercial bank acquisitions: (i) seventeen transactions valued at
over $10 million since January 1, 1995 in which the seller was located in New
Jersey (the "New Jersey Mergers"), (ii) four transactions valued at over $10
million since January 1, 1995 in which the seller was located in New Jersey and
had a ratio of tangible equity to tangible assets of greater than 9% (the "New
Jersey Well Capitalized Mergers"), (iii) seventeen transactions

20
<PAGE>

since January 1, 1995 in which the seller was located in a Mid-Atlantic state
and the transaction value was between $25 million and $300 million (the
"Mid-Atlantic Mergers"), (iv) four transactions since January 1, 1995 in which
the seller was located in a Mid-Atlantic state and had a ratio of tangible
assets to tangible equity of greater than 9% and the transaction value was
between $25 million and $300 million (the "Mid-Atlantic Well Capitalized
Mergers"), (v) fourteen nationwide transactions since January 1, 1995 valued
between $100 million and $200 million (the "Nationwide Mergers"), and(vi) three
nationwide transactions since January 1, 1995 valued between $100 million and
$200 million in which the seller had a ratio of tangible equity to tangible
assets of greater than 9% (the "Nationwide Well Capitalized Mergers").

The New Jersey Mergers included (acquiror/acquiree): Susquehanna Bancshares,
Inc./Farmers Banc Corporation; Susquehanna Bancshares, Inc./Atcorp Inc.;
Collective Bancorp, Inc./Continental Bancorporation; Trenton Savings Bank,
MHC/Burlington County Bank; Fleet Financial Group, Inc./National Westminster
Bancorp; Fulton Financial Corporation/Gloucester County Bancshares, Inc.;
Sovereign Bancorp/West Jersey Bancshares Inc; UJB Financial Corp./Summit
Bancorporation; Hubco, Inc./Growth Financial Corp; UJB Financial
Corp./Flemington National Bank & Trust; PNC Bank Corp./Midlantic Corporation;
First Union Corporation/First Fidelity Bancorporation; Summit
Bancorporation/Garden State Bancshares, Inc.; Meridian Bancorp, Inc./United
Counties Bancorporation; PNC Bank Corp./Chemical New Jersey Holdings; Hubco,
Inc./Urban National Bank; and United National Bancorp/New Era Bank.

The New Jersey Well Capitalized Mergers included (acquiror/acquiree):
Susquehanna Bancshares, Inc./Farmers Banc Corporation; Hubco, Inc./Growth
Financial Corp; PNC Bank Corp./Midlantic Corp; and Meridian Bancorp/United
Counties Bancorporation.

The Mid-Atlantic Mergers included (acquiror/acquiree): Hubco, Inc./Westport
Bancorp. Inc.; Prime Bancorp, Inc./First Sterling Bancorp, Inc.; Collective
Bancorp, Inc./Continental Bancorporation.; Hubco, Inc./Hometown Bancorporation,
Inc.; F&M National Corporation/Allegiance Banc Corporation; Hubco,
Inc./Lafayette American Bank and Trust Company; BT Financial Corporation/Moxham
Bank Corporation; Fulton Financial Corporation/Gloucester County Bancshares,
Inc.; North Fork Bancorporation, Inc./Extebank; Hubco, Inc./Growth Financial
Corp; BT Financial Corporation/Huntington National Bank of Pennsylvania; UJB
Financial Corp./Flemington National Bank & Trust; Keystone Financial,
Inc./National American Bancorp, Inc.; Summit Bancorporation/Garden State
Bancshares, Inc.; Bank of New York Company, Inc./Putnam Trust Company; Hubco,
Inc./Urban National Bank; and Staten Island Savings Bank/Gateway Bancorp, Inc.

The Mid-Atlantic Well Capitalized Mergers included (acquiror/acquiree):
Hubco, Inc./Growth Financial Corp; BT Financial Corporation/Huntington National
Bank of Pennsylvania; Keystone Financial, Inc./National American Bancorp, Inc.;
and Staten Island Savings Bank/Gateway Bancorp, Inc.

The Nationwide Mergers included (acquiror/acquiree): Community First
Bankshares, Inc./Mountain Parks Financial Corporation; Regions Financial
Corporation/Allied Bankshares, Inc.; Taylor Investment Group/Cole Taylor Bank;
ABN-AMRO Holding NV/Comerica Bank of Illinois; Hubco, Inc./Lafayette American
Bank and Trust Company; Fort Wayne National Corporation/Valley Financial
Services, Inc.; Peoples Heritage Financial Group/Bank of New Hampshire
Corporation; Washington Mutual Inc./Western Bank; Huntington Banc- shares
Incorporated/Peoples Bank of Lakeland; Union Planters Corporation/Capital
Bancorporation, Inc.; Norwest Corporation/State National Bank; First Commerce
Corporation/Central Corporation; Comerica Incorporated/Metrobank; and Bank of
New York Company, Inc./Putnam Trust Company.

The Nationwide Well Capitalized Mergers included (acquiror/acquiree):
Regions Financial Corporation/Allied Bankshares, Inc.; ABN-AMRO Holding
NV/Comerica Bank of Illinois; and Huntington Bancshares Incorporated/Peoples
Bank of Lakeland.

Bear Stearns compared the multiples of the Per Share Consideration to
B.M.J.'s book value, tangible book value, LTM EPS, premium over tangible book
value to core deposits, and premium to the market value two weeks prior to the
merger announcement to the respective medians of these multiples for the six
transaction groups defined above. Bear Stearns calculated (i) an acquisition
price to book value multiple for the Merger of 2.46 times, as compared to a
median of 2.08 times for the New Jersey Mergers, 1.90 times for the New Jersey
Well Capitalized Mergers, 2.16 times for the Mid-Atlantic Mergers, 1.80 times
for the Mid-Atlantic Well Capitalized Mergers, 2.13 times for the Nationwide
Mergers, and 2.01 times for the Nationwide Well Capitalized

21
<PAGE>

Mergers, (ii) an acquisition price to tangible book value multiple for the
Merger of 2.52 times, as compared to a median of 2.14 times for the New Jersey
Mergers, 1.90 times for the New Jersey Well Capitalized Mergers, 2.16 times for
the Mid-Atlantic Mergers, 1.80 times for the Mid-Atlantic Well Capitalized
Mergers, 2.22 times for the Nationwide Mergers, and 2.12 times for the
Nationwide Well Capitalized Mergers, (iii) an acquisition price to LTM EPS
multiple for the Merger of 16.9 times (19.5 times after adjusting LTM EPS for
non-recurring items), as compared to a median of 17.2 times for the New Jersey
Mergers, 15.5 times for the New Jersey Well Capitalized Mergers, 19.3 times for
the Mid-Atlantic Mergers, 18.4 times for the Mid-Atlantic Well Capitalized
Mergers, 14.9 times for the Nationwide Mergers, and 16.6 times for the
Nationwide Well Capitalized Mergers, (iv) a premium over tangible book value to
core deposits for the Merger of 19.8%, as compared to a median of 12.5% for the
New Jersey Mergers, 13.3% for the New Jersey Well Capitalized Mergers, 12.9% for
the Mid- Atlantic Mergers, 14.4% for the Mid-Atlantic Well Capitalized Mergers,
13.0% for the Nationwide Mergers, and 19.0% for the Nationwide Well Capitalized
Mergers, and (v) a premium to market value two weeks before the merger
announcement for the Merger of 57%, as compared to a median of 31% for the New
Jersey Mergers, 31% for the New Jersey Well Capitalized Mergers, 30% for the
Mid-Atlantic Mergers, 17% for the Mid-Atlantic Well Capitalized Mergers, and 30%
for the Nationwide Mergers.

Stock Price Review: Bear Stearns reviewed the stock price and volume history
of Summit from January 2, 1995 to August 26, 1996. Bear Stearns compared the
trading prices of Summit Common Stock versus the S&P Regional Bank Index and an
index comprised of the Summit Peer Group from January 2, 1995 to August 27,
1996. Bear Stearns also compared the trading prices of B.M.J. Common Stock
versus the S&P Regional Bank Index and an index comprised of the B.M.J. New
Jersey Peer Group for the same time period. The S&P Regional Bank Index included
22 major regional banks.

Review of Relative Contribution: Bear Stearns determined the relative
contribution of B.M.J. to Summit after giving pro forma effect to the Merger.
Bear Stearns determined that B.M.J. shareholders would receive approximately
4.2% of pro forma ownership (on a fully diluted basis) of the combined company,
while B.M.J. would contribute to the combined company approximately 2.8% of the
assets, approximately 3.4% of the tangible equity, approximately 3.3% of the
total equity, approximately 2.8% of the total deposits, approximately 3.5% of
LTM net income, and approximately 2.9% of 1997 estimated net income.

Bear Stearns' opinion on August 28, 1996, and the updated Bear Stearns
Fairness Opinion were based solely upon the information available to it and
economic, market, and other conditions as they existed as of the dates of such
opinions; events occurring thereafter could materially affect the assumptions
used in preparing the opinions.

In connection with rendering its opinion on August 28, 1996, and the updated
Bear Stearns Fairness Opinion, Bear Stearns performed a variety of financial
analyses. The evaluation of the fairness, from a financial point of view, is a
subjective one based on the experience and judgment of Bear Stearns, and not
merely the result of mathematical analysis of financial data. Accordingly, Bear
Stearns believes that its analyses must be considered as a whole and that
considering portions of such analyses or certain of the factors considered by
Bear Stearns without considering all such analyses and factors could create an
incomplete view of the process underlying the opinion. In its analyses, Bear
Stearns made numerous assumptions with respect to business, market, monetary and
economic conditions, industry performance, business and economic conditions and
other matters, many of which are beyond Bear Stearns', B.M.J.'s and Summit's
control. Any estimates contained in Bear Stearns' analyses are not necessarily
indicative of future results or actual values, which may be significantly more
or less favorable than such estimates. No company or transaction used in the
above analyses as a comparison is identical to B.M.J., Summit or the Merger.
Accordingly, an analysis of the results of the foregoing is not mathematical;
rather, it involves complex considerations and judgments concerning differences
in financial and operating characteristics of the companies and other factors
that could affect the public trading value of the companies to which they are
being compared. The analyses performed by Bear Stearns are not necessarily
indicative of actual values or actual future results, which may be significantly
more or less favorable than suggested by such analyses. Such analyses were
prepared solely as part of Bear Stearns' analysis of the fairness of the Merger
to B.M.J. shareholders. The analyses do not purport to be appraisals or to
reflect the prices at which a company might actually be sold or the prices at
which any securities may trade at the present time or at any time in the future.

Based upon these analyses, Bear Stearns has delivered its opinion that the
Exchange Ratio is fair, from a financial point of view, to the shareholders of
B.M.J.

22
<PAGE>

Fees: In a letter agreement dated May 2, 1995, B.M.J. retained Bear Stearns
to act as financial advisor in connection with any acquisition of B.M.J. or any
acquisition by B.M.J. If the Merger is consummated, then B.M.J. shall pay Bear
Stearns, immediately upon such consummation, a cash fee equal to 1.00% of the
total consideration paid by Summit (against which any opinion fee or advisory
fee paid will be credited). Pursuant to such letter agreement, B.M.J. paid Bear
Stearns annual fees of $20,000 beginning on May 2, 1995 and $250,000 at the time
Bear Stearns informed the B.M.J. Board that Bear Stearns was prepared to render
the opinion. In addition, B.M.J. has agreed to reimburse Bear Stearns for its
reasonable out-of-pocket costs and expenses incurred in connection with the
services rendered to B.M.J. pursuant to this letter agreement; these fees not to
exceed more than $10,000 without the prior consent of B.M.J. B.M.J. also agreed
to pay all reasonable fees and expenses of counsel retained by Bear Stearns,
given the prior consent of B.M.J., such consent not to be unreasonably withheld.
Pursuant to this letter agreement, B.M.J. has agreed to indemnify Bear Stearns,
its affiliates and their respective partners, directors, officers, agents,
consultants and employees and controlling persons against certain expenses and
liabilities, including liabilities under the federal securities laws.

STOCK OPTION AGREEMENT

As an inducement and condition to Summit's willingness to enter into the
Merger Agreement, B.M.J. (as issuer) entered into the Merger Option Agreement
with Summit (as grantee). Pursuant to the Merger Option Agreement, B.M.J.
granted the B.M.J. Option to Summit. The B.M.J. Option is an option to
purchase 1,490,000 shares of B.M.J. Common at a price per share equal to the
last sale price of the B.M.J. Common on the Nasdaq National Market the
trading day immediately preceding the date of the Merger Agreement,
exercisable as described below. The purchase of any shares of B.M.J. Common
pursuant to the B.M.J. Option is subject to compliance with applicable law.

Unless Summit is in breach of any material covenant or obligation contained
in the Merger Agreement and, if the Merger Agreement has not terminated prior
thereto, such breach would entitle B.M.J. to terminate the Merger Agreement,
Summit may exercise the B.M.J. Option, in whole or in part, at any time and from
time to time following the occurrence of a Purchase Event (as defined below);
provided that the B.M.J. Option will terminate upon the earliest to occur of
certain events, including:

(1) the time immediately prior to the Effective Time;

(2) termination of the Merger Agreement prior to the occurrence of an
Extension Event (as defined below) (other than a termination by Summit
resulting from a breach thereof by B.M.J. which has not been cured or is not
capable of being cured within the time allotted); or

(3) 12 months after the termination of the Merger Agreement following
the occurrence of an Extension Event (as defined below) or the termination
of the Merger Agreement by Summit upon a breach by B.M.J. (unless the
breach by B.M.J. giving rise to such right of termination is
non-volitional).

The term "Extension Event" shall mean the occurrence of certain events
without Summit's prior written consent, including:

(1) B.M.J., its Board of Directors or any of its subsidiaries taking
certain actions (each an "Acquisition Transaction"), including recommending
or entering into an agreement with any third party to effect (a) a merger,
consolidation or similar transaction involving B.M.J. or any of its banking
subsidiaries, (b) the purchase, lease, or other acquisition of 10 percent or
more of the aggregate value of the assets or deposits of B.M.J. or any of its
banking subsidiaries, (c) the purchase or other acquisition of securities
representing 10 percent or more of the voting power of B.M.J. or any of its
banking subsidiaries or (d) any substantially similar transaction, in each
case except as otherwise permitted by the Merger Option Agreement;
(2) any third party acquiring beneficial ownership or the right to
acquire beneficial ownership of 10 percent or more of the aggregate voting
power of B.M.J. or any of its banking subsidiaries;
(3) any third party making a bona fide proposal to B.M.J. or its
shareholders, by public announcement or written communication that is or
becomes publicly disclosed, to engage in an Acquisition Transaction
(including the commencement of a tender offer or exchange offer to purchase
10 percent or more of the aggregate voting power of B.M.J. or any of its
banking subsidiaries);

23
<PAGE>

(4) after a proposal by a third party to B.M.J. or its shareholders to
engage in an Acquisition Transaction, B.M.J. breaches (without cure) any
representation or covenant in the Merger Agreement which would entitle
Summit to terminate the Merger Agreement;

(5) any third party filing an application with any federal or state bank
regulatory authority for approval to engage in an Acquisition Transaction;

(6) any Purchase Event (as defined below).

The term "Purchase Event" shall mean either of the following events or
transactions:

(1) any person other than Summit or a subsidiary of Summit acquiring
beneficial ownership of 25 percent or more of the aggregate voting power of
B.M.J. or any of its banking subsidiaries, except as otherwise permitted by
the Merger Option Agreement; or

(2) failure of the shareholders of B.M.J. to approve the Merger
Agreement, failure of the B.M.J. Board of Directors to call a meeting for
consideration of the Merger or cancellation of such a meeting, or B.M.J.'s
Board of Directors shall have withdrawn or modified in a manner adverse to
the consummation of the Merger the recommendation of B.M.J.'s Board with
respect to the Merger Agreement, in each case after an Extension Event; or

(3) the occurrence of an Extension Event described in subparagraph (1) of
the definition of "Extension Event" above, except that the percentage
referred to in clauses (b) and (c) thereof shall be 25 percent.

Upon the occurrence of certain events set forth in the Merger Option
Agreement, at the election of Summit, the B.M.J. Option (or shares issued
pursuant to the exercise thereof) must be repurchased, or converted into, or
exchanged for, an option of another corporation or B.M.J. (the "Substitute
Option"). In addition, the Merger Option Agreement grants certain registration
rights ("Registration Rights") to Summit with respect to the shares represented
by the B.M.J. Option. The terms of such Substitute Option and Registration
Rights are set forth in the Merger Option Agreement.

The Merger Option Agreement and the B.M.J. Option are intended to increase
the likelihood that the Merger will be consummated according to the terms set
forth in the Merger Agreement, and may be expected to discourage offers by third
parties to acquire B.M.J. prior to the Merger.

To the knowledge of Summit and B.M.J., no event giving rise to the right to
exercise the B.M.J. Option has occurred as of the date of this Proxy
Statement-Prospectus.

A copy of the Merger Option Agreement is set forth in Appendix C to this
Proxy Statement-Prospectus, and reference is made thereto for the complete terms
of the Merger Option Agreement and the B.M.J. Option. The foregoing discussion
is qualified in its entirety by reference to the Merger Option Agreement.

REGULATORY APPROVALS

The Merger is subject to approval by the Federal Reserve Board under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"). The BHC Act provides
that the Federal Reserve Board may not approve any transaction (1) that would
result in a monopoly, or that would be in furtherance of any combination or
conspiracy to monopolize or to attempt to monopolize the business of banking in
any part of the United States, or (2) the effect of which in any section of the
country may be substantially to lessen competition, or to tend to create a
monopoly, or that in any other manner would be in restraint of trade, unless the
Federal Reserve Board finds that the anticompetitive effects of the proposed
transaction are clearly outweighed in the public interest by the probable effect
of the transaction in meeting the convenience and needs of the communities to be
served. In conducting its review of any application for approval, the Federal
Reserve Board is required to consider the financial and managerial resources and
future prospects of the company or companies and the banks concerned, and the
convenience and needs of the communities to be served. Under the BHC Act as
interpreted by the Federal Reserve Board and the courts, the Federal Reserve
Board may deny any application if it determines that the financial or managerial
resources of the acquiring bank holding company are inadequate. The acquisition
by Summit of 5% or more of B.M.J.'s voting stock is subject to the same
approval. The BHC Act provides that a transaction approved by the Federal
Reserve Board may not be consummated for 30 days after such approval or,

24
<PAGE>

if certain conditions are met, a shorter period, but in no event less than 15
calendar days after the date of approval. During such period, the Justice
Department may commence legal action challenging the transaction under the
antitrust laws. If, however, the Justice Department does not commence legal
action during the specified waiting period, it may not challenge the transaction
thereafter except in an action commenced under Section 2 of the Sherman
Antitrust Act. Satisfactory financial condition, particularly with regard to
capital adequacy, and satisfactory Community Reinvestment Act ratings generally
are prerequisites to obtaining Federal Reserve Board approval to make
acquisitions. All of Summit's subsidiary banks are currently rated
"satisfactory" or better under the Community Reinvestment Act.

An application with respect to the Merger has been filed by Summit with the
Federal Reserve Board. Regulations of the Federal Reserve Board under the BHC
Act require notice of an application for approval of the Merger to be published
in a newspaper of general circulation and in the Federal Register and that the
public have at least 30 days to comment on the application. In the event one or
more comments protesting approval of the application are received by the Federal
Reserve Board within the time period provided for in the respective notices, the
Federal Reserve Board's regulations permit the Federal Reserve Bank having
jurisdiction over the applicant, acting on delegated authority from the Federal
Reserve Board, to arrange a private meeting between the applicant and the
protesters if the Federal Reserve Bank decides such a meeting would be
appropriate. In addition, if an applicant or a protestor requests a hearing or
if the Federal Reserve Board determines such to be appropriate, the Federal
Reserve Board may order that a formal hearing on the application be held or that
a proceeding permitting all interested parties to present their views orally
before the Federal Reserve Board or its designated representative be conducted.
Due to the possibility that a private meeting, public hearing or proceeding
providing for oral presentation will be scheduled by the Federal Reserve Board
following receipt of a protest, and due additionally to the procedures relating
thereto, Federal Reserve Board processing of merger applications receiving one
or more protests will generally take longer than the processing of merger
applications not receiving such protests. The comment period relating to
Summit's application for approval of the Merger expires on or about November 25,
1996. As of the date of this Proxy Statement-Prospectus, Summit has not been
advised by the Federal Reserve Board that it has received any comments
protesting the Merger.

The Merger is also subject to approval by the New Jersey Commissioner of
Banking under the New Jersey Banking Act of 1948, as amended (the "NJBA"). Under
the NJBA, in considering whether to approve an application for an acquisition,
the New Jersey Commissioner of Banking is to consider whether the acquisition
may: (1) be detrimental to the safety and soundness of the New Jersey bank or
New Jersey bank holding company to be acquired; (2) result in an undue
concentration of resources or a substantial reduction of competition in New
Jersey; or (3) have a significantly adverse impact on the convenience and needs
of the community or communities in New Jersey that are served by the New Jersey
bank or New Jersey bank holding company. Notice of the application must be
published and an opportunity for public comment must be provided. The New Jersey
Commissioner of Banking is required to make a determination whether to approve
an application within 60 days after receipt (or, if later, 30 days after the
receipt of requested additional information or conclusion of public hearing, if
one is held). An application with respect to the Merger was filed by Summit with
the New Jersey Commissioner of Banking on October 21, 1996.

Based on current precedents, the managements of Summit and B.M.J. anticipate
that the Merger will be approved by the Federal Reserve Board and the New Jersey
Commissioner of Banking and believe it is not likely to be challenged by the
Justice Department under the antitrust laws. However, there is no assurance that
the Federal Reserve Board, the Antitrust Division of the United States
Department of Justice or the New Jersey Commissioner of Banking will not
challenge the Merger or that any approval by the Federal Reserve Board, or the
New Jersey Commissioner of Banking will not contain conditions unacceptable to
Summit or B.M.J. or both. B.M.J. shareholders should be aware that regulatory
approvals of the Merger may be based upon different considerations than those
that would be important to such shareholders in determining whether or not to
approve the Merger. Any such approvals should in no event be construed by a
B.M.J. shareholder as a recommendation by any regulatory agency with respect to
the Merger.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Directors and executive officers of B.M.J. have interests in the Merger
that are in addition to their interests as B.M.J. shareholders. These
interests are described in more detail below.

25
<PAGE>

INDEMNIFICATION

In the Merger Agreement, Summit has agreed to indemnify and to advance
expenses in matters that may be subject to indemnification to persons who served
as directors and officers of B.M.J. or any subsidiary of B.M.J. on or before the
Effective Time with respect to liabilities and claims (and related expenses
including fees and disbursements of counsel) made against them resulting from
their service as such prior to the Effective Time in accordance with and subject
to the requirements and other provisions of the Summit Restated Certificate of
Incorporation and By-Laws in effect on the date the Merger Agreement was
executed and applicable provisions of law to the same extent as Summit is
obliged thereunder to indemnify and advance expenses to its own directors and
officers with respect to liabilities and claims made against them resulting from
their service to Summit.

In the Merger Agreement, Summit also agreed that, for a period of six (6)
years after the Effective Time, Summit would use its best efforts to provide to
the persons who served as directors or officers of B.M.J. or any subsidiary of
B.M.J. on or before the Effective Time insurance against liabilities and claims
(and related expenses) made against them resulting from their service prior to
the Effective Time comparable in coverage to that provided by Summit to its own
directors and officers, but, if not available on commercially reasonable terms,
then coverage substantially similar in all material respects to the insurance
coverage provided to them in such capacities on the date of the Merger Agreement
("Comparable Coverage"); provided that in no event is Summit required to expend
more than 200% of the amount expended by B.M.J. prior to the execution of the
Merger Agreement for its coverage ("Coverage Amount"). Summit has agreed to use
its best efforts to obtain as much comparable insurance as is available for the
Coverage Amount if it is unable to maintain or obtain Comparable Coverage.
B.M.J. must renew any existing insurance or purchase any "discovery period"
insurance provided for under existing insurance at Summit's request.

CHANGE OF CONTROL AND SEVERANCE POLICY

B.M.J.'s and Mid-Jersey's respective Boards of Directors have each approved a
policy whereby, upon the merger or sale of B.M.J. or Mid-Jersey, all full-time
officers serving as a Vice President or a more senior officer of the acquired
entity will receive a guarantee of one year's employment and will receive
severance pay of one month's salary for each year of service as a Vice President
or more senior officer of that entity, subject to the satisfactory performance
of the officer. Under B.M.J.'s policy, full-time officers of B.M.J. will be
given credit for past service as a Vice President or more senior officer with
any subsidiary of B.M.J.

B.M.J. STOCK OPTION PLANS

As described under "THE MERGER -- Conversion of Stock Award Plan Options,"
Original Award Plan Options outstanding at the Effective Time will be
automatically converted into New Award Plan Options, subject to the terms of the
particular B.M.J. Stock Award Plan and stock option agreement pursuant to which
the Original Award Plan Option was granted, including terms and provisions
regarding exercisability. The number of shares covered by the New Award Plan
Options and the exercise price thereof will be set by reference to the number of
shares covered by and the exercise price of the Original Award Plan Option,
adjusted in accordance with the Exchange Ratio. Pursuant to the terms of the
B.M.J. Stock Award Plans and the stock option agreements, the vesting of any
unexercisable Original Award Plan Options granted under the B.M.J. Stock Award
Plans will be accelerated in connection with the Merger.

The following table sets forth certain information relating to Original Award
Plan Options held by Messrs. Elias, Tremblay and Reardon and all directors and
executive officers of B.M.J. as a group as follows: (i) the number of Original
Award Plan Options held by such persons; (ii) the number of Original Award Plan
Options held by such persons that are currently exercisable; (iii) the number of
Original Award Plan Options held by such persons that will become exercisable in
connection with the Merger; (iv) the weighted average exercise price for
currently exercisable Original Award Plan Options; (v) the weighted average
exercise price for Original Award Plan Options that will become exercisable in
connection with the Merger; and (vi) the aggregate value of the Original Award
Plan Options based upon the per share value (i.e., stock price less option
exercise price) of Summit Common on ________, 1996 of $ ______.

26
<PAGE>

<TABLE>
<CAPTION>
Weighted Weighted
Options Average Average Exercise
Exercisable Exercise Price Price of Options
Options in Connection of Options Exercisable in Aggregate
Options Currently with the Currently Connection with Value of
Held Exercisable Merger Exercisable the Merger Options
--------- ------------- --------------- -------------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Elmer J. Elias ........... 8,750 -0- 8,750 -- $13.29
John F. Tremblay ......... 63,750 32,576 31,174 $7.27 $13.04
Joseph M. Reardon ........ 40,150 22,377 17,773 $8.75 $12.93
Directors & Executive
Officers as a Group (14
Persons in Total). ..... 229,494 108,385 121,109 $8.38 $13.00

</TABLE>

THE MERGER AGREEMENT

AMENDMENT

B.M.J. and Summit may jointly amend the Merger Agreement at any time;
provided, however, that, after the Special Meeting, no amendment may reduce
the amount of, or change the form of consideration to be received by B.M.J.
shareholders unless such modification is submitted to a vote of B.M.J.
shareholders.

B.M.J. COVENANTS

Pursuant to the Merger Agreement, B.M.J. has covenanted, among other things,
that, until termination of the Merger Agreement, B.M.J. will advise Summit of
any material adverse change in B.M.J.'s business and certain other
circumstances, and the business of B.M.J. and its subsidiaries will be carried
on substantially in the same manner as prior to the execution of the Merger
Agreement. Furthermore, until termination of the Merger Agreement, without the
prior written consent of Summit, B.M.J. will not declare or pay any cash
dividend at a quarterly rate in excess of $.10 per share or the product of the
dividend most recently declared by Summit multiplied by the Exchange Ratio, and
will refrain from taking certain other actions, including certain actions
relating to changes in its capital stock, the incurrence of liabilities and the
issuance of capital stock.

B.M.J. also has agreed that, until termination of the Merger Agreement or the
Effective Time, neither B.M.J. nor any of its subsidiaries nor any of the
officers or directors of B.M.J. or its subsidiaries shall, and that B.M.J. shall
direct and use its best efforts to cause its employees, agents, affiliates and
representatives (including investment bankers, brokers, financial or investment
advisors, attorneys or accountants retained by B.M.J. or any of its
subsidiaries) not to, initiate, solicit or encourage, directly or indirectly,
any inquiries, proposals or offers with respect to, or engage in any
negotiations or discussions with any person or provide any nonpublic information
or authorize or enter into any agreement or agreement in principle concerning,
or recommend, endorse or otherwise facilitate any effort or attempt to induce or
implement any Acquisition Proposal (as defined below); provided, however, that
the Board of Directors of B.M.J. may furnish or cause to be furnished nonpublic
information and may participate in discussions to the extent legally required
for the discharge by the B.M.J. Board of its fiduciary duties, as advised by
written opinion of B.M.J. counsel. "Acquisition Proposal" is defined as any
offer, including an exchange offer or tender offer, or proposal concerning a
merger, consolidation, business combination or takeover transaction involving
B.M.J. or any of its subsidiaries, or the acquisition of any assets or any
securities of, B.M.J. or any of its subsidiaries. In addition, B.M.J. has agreed
to notify Summit, by telephone call to its chief executive officer or general
counsel, promptly upon receipt of any inquiry with respect to a proposed
Acquisition Proposal with another person or receipt of a request for information
from any governmental or regulatory authority with respect to a proposed
acquisition of B.M.J. or any of its subsidiaries or assets by another party and
to deliver as soon as possible by facsimile transmission to such Summit officer
a copy of any document relating thereto promptly after any such document is
received by B.M.J.

In order to ensure that B.M.J. shareholders would be paid at least one, but
no more than one, dividend in each calendar quarter between the date of the
Merger Agreement and the Effective Time, B.M.J. agreed in the Merger Agreement
to coordinate with Summit the declaration of any dividends and the setting of
any record or payment dates.

SUMMIT COVENANTS

Pursuant to the Merger Agreement, Summit has covenanted, among other things,
that, until termination of the Merger Agreement, Summit will advise B.M.J. of
any material adverse change in Summit's business and certain other
circumstances.

27
<PAGE>

CONDITIONS TO THE MERGER; TERMINATION

The obligations of both parties to consummate the Merger are subject to the
satisfaction of certain conditions including: (1) approval of the Merger
Agreement by the requisite vote of the holders of B.M.J. Common; (2) receipt of
all required regulatory approvals by Summit and B.M.J. without restrictions or
limitations, that, in the reasonable opinion of Summit or B.M.J., would
materially adversely affect the financial condition of Summit following the
consummation of the Merger and the expiration of any waiting periods required by
such approvals; (3) effectiveness of the registration statement; (4) the receipt
by Summit and B.M.J. of an opinion from Thomson Coburn as to certain federal
income tax consequences of the Merger; (5) the shares of Summit Common to be
issued in the Merger having been approved for listing on the NYSE, subject to
official notice of issuance; (6) the absence of material litigation; (7) the
absence of regulatory agreements relating to the parties; (8) the delivery of
officers' certificates by B.M.J. and Summit; and (9) other customary conditions
described in the Merger Agreement. Any of such conditions may be waived by the
party for whose benefit the condition was included. However, the Merger will not
be consummated without the receipt of the requisite shareholder and regulatory
approvals.

Either party may terminate the Merger Agreement if (1) B.M.J. Shareholders
fail to approve the Merger Agreement by the requisite vote, (2) the other party
materially breaches a warranty, representation or covenant and such breach is
not cured or capable of being cured within 30 days of the giving of written
notice thereof (provided that the terminating party is not in material breach of
any representation, warranty, covenant or other agreement), (3) on the Closing
Date, all the conditions precedent to such parties' obligations to close are not
met, (4) or for any other reason the Merger has not been closed by June 30,
1997. In addition, the parties may terminate the Merger Agreement at any time by
mutual agreement.

EXPENSES

In the event that the Merger Agreement is terminated by either party, each
party shall be mutually released and discharged from liability to the other
party or to any third party thereunder, and no party shall be liable to any
other party for any costs or expenses incurred in connection with the Merger
Agreement, except that the expenses incurred in connection with the printing of
this Proxy Statement-Prospectus and the Registration Statement and the filing
fees with the Commission, the Federal Reserve Board, the New Jersey Department
of Banking and Insurance, and the NYSE shall be borne equally by B.M.J. and
Summit. Notwithstanding the foregoing, should either party terminate the Merger
Agreement because the other party has materially breached a warranty,
representation or covenant or because the other party has not met it's
conditions of closing, then the first party shall be reimbursed by the second
party for the first party's out of pocket expenses reasonably incurred in
connection with the Merger Agreement including counsel fees, printing fees and
filing fees, but excluding any brokers', finders' or investment bankers' fees.

CHARTER AND BY-LAWS OF SURVIVING CORPORATION

Pursuant to the Merger Agreement, the Restated Certificate of Incorporation
and By-Laws of Summit, as in effect at the Effective Time, will be the
Certificate of Incorporation and By-Laws of the Surviving Corporation in the
Merger unless and until amended.

BOARD OF DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

The Merger Agreement provides that the directors and officers of Summit
immediately prior to the Effective Time will continue to be the directors and
officers, respectively, of the Surviving Corporation.

NO DISSENTERS' RIGHTS

Under applicable New Jersey law, no dissenters' rights of appraisal are
available to holders of B.M.J. Common in connection with the Merger.

NEW YORK STOCK EXCHANGE LISTING

Summit has agreed in the Merger Agreement to use its best efforts to cause
the shares of Summit Common to be issued in the Merger to be listed on the NYSE.
Listing of such shares of Summit Common on the NYSE (subject to official notice
of issuance) is a condition to the consummation of the Merger.

28
<PAGE>

ACCOUNTING TREATMENT

It is anticipated that the Merger, when consummated, will be accounted for as
a pooling-of-interests. Under this method of accounting, the historical book
values of the assets, liabilities and shareholders' equity of B.M.J., as
reported on its Consolidated Balance Sheet, will be carried over onto the
Consolidated Balance Sheet of Summit and no goodwill or other intangible assets
will be created. Summit will include on its Consolidated Statement of Income the
consolidated results of operations of B.M.J. for the entire fiscal year in which
the consummation of the Merger occurs.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following discussion is based upon an opinion of Thompson Coburn, special
counsel to Summit ("Counsel"), and except as otherwise indicated, reflects
Counsel's opinion. The discussion is a summary of the material United States
federal income tax ("federal income tax") consequences of the Merger to certain
B.M.J. shareholders and does not purport to be a complete analysis or listing of
all potential tax considerations or consequences relevant to a decision whether
to vote for the approval of the Merger Agreement. The discussion does not
address all aspects of federal income taxation that may be applicable to B.M.J.
shareholders in light of their status or personal investment circumstances, nor
does it address the federal income tax consequences of the Merger that are
applicable to B.M.J. shareholders subject to special federal income tax
treatment including (without limitation) foreign persons, insurance companies,
tax-exempt entities, retirement plans, dealers in securities, persons who
acquired their B.M.J. Common pursuant to the exercise of employee stock options
or otherwise as compensation, and persons who hold their B.M.J. Common as part
of a "straddle," "hedge" or "conversion transaction." In addition, the
discussion does not address the effect of any applicable state, local or foreign
tax laws, or the effect of any federal tax laws other than those pertaining to
the federal income tax. As a result, each B.M.J. shareholder is urged to consult
his or her own tax advisor to determine the specific tax consequences of the
Merger to such shareholder. The discussion assumes that shares of B.M.J. Common
are held as capital assets (within the meaning of Section 1221 of the Code) at
the Effective Time.

B.M.J. has received an opinion from Counsel to the effect that, assuming the
Merger occurs in accordance with the Merger Agreement, the Merger will
constitute a "reorganization" for federal income tax purposes under Section
368(a)(1) of the Code, with the following federal income tax consequences:

(1) B.M.J. shareholders will recognize no gain or loss as a result of the
exchange of their B.M.J. Common solely for shares of Summit Common pursuant
to the Merger, except with respect to Cash in Lieu Amounts with regard to
fractional shares, if any, as discussed below.

(2) The aggregate adjusted tax basis of the shares of Summit Common
received by each B.M.J. shareholder in the Merger (including any fractional
share of Summit Common deemed to be received, as described in paragraph 4
below) will be equal to the aggregate adjusted tax basis of the shares of
B.M.J. Common surrendered.

(3) The holding period of the shares of Summit Common received by each
B.M.J. shareholder in the Merger (including any fractional share of Summit
Common deemed to be received, as described in paragraph 4 below) will include
the holding period of the shares of B.M.J. Common exchanged therefor.

(4) A B.M.J. shareholder who receives the Cash In lieu Amount with regard
to a fractional share of Summit Common will be treated as if the fractional
share had been received by such shareholder in the Merger and then redeemed
by Summit in return for the Cash In Lieu Amount. The receipt of such cash
will cause the recipient to recognize capital gain or loss equal to the
difference between the amount of cash received and the portion of such
holder's adjusted tax basis in the shares of Summit Common allocable to the
fractional share.

Counsel's opinion is subject to the conditions and customary assumptions that
are stated therein and relies upon various representations made by Summit,
B.M.J., and certain shareholders of B.M.J. If any of these representations or
assumptions is inaccurate, the tax consequences of the Merger could differ from
those described herein. Counsel's opinion is also based upon the Code,
regulations proposed or promulgated thereunder, judicial precedent relating
thereto, and current administrative rulings and practice, all of which are
subject to change. Any such change, which may or may not be retroactive, could
alter the tax consequences discussed herein. The

29
<PAGE>

receipt of Counsel's opinion again as of the date of the closing of the Merger
is a condition to the consummation of the merger. An opinion of counsel, unlike
a private letter ruling from the Internal Revenue Service ("Service"), has no
binding effect. The Service could take a position contrary to Counsel's opinion
and, if the matter were litigated, a court may reach a decision contrary to the
opinion. Neither Summit nor B.M.J. has requested an advance ruling as to the
federal income tax consequences of the Merger, and the Service is not expected
to issue such a ruling.

THE FOREGOING IS A SUMMARY OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF
THE MERGER TO CERTAIN B.M.J. SHAREHOLDERS AND DOES NOT TAKE INTO ACCOUNT THE
PARTICULAR FACTS AND CIRCUMSTANCES OF EACH B.M.J. SHAREHOLDER'S TAX STATUS AND
ATTRIBUTES. AS A RESULT, THE FEDERAL INCOME TAX CONSEQUENCES ADDRESSED IN THE
FOREGOING DISCUSSIONS MAY NOT APPLY TO EACH B.M.J. SHAREHOLDER. ACCORDINGLY,
EACH B.M.J. SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF
FEDERAL, STATE, LOCAL AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
FEDERAL AND OTHER TAX LAWS.

RESALE OF SUMMIT COMMON

The shares of Summit Common into which shares of B.M.J. Common are converted
on the Effective Date will be freely transferable under the Securities Act
except for shares issued to any shareholder who may be deemed to be an
"affiliate" of B.M.J. for purposes of Rule 145 under the Securities Act as of
the date of Special Meeting. Affiliates may not sell their shares of Summit
Common acquired in connection with the Merger except pursuant to an effective
registration statement under the Securities Act covering such shares or in
compliance with Rule 145 under the Securities Act or another applicable
exemption from the registration requirements of the Securities Act. Persons who
may be deemed to be affiliates of B.M.J. generally include individuals or
entities that control, are controlled by or are under common control with B.M.J.
and may include certain officers and directors of B.M.J.
as well as principal shareholders of B.M.J.

B.M.J. agreed in the Merger Agreement to use its best efforts to cause
each director, executive officer and other persons deemed in the opinion of
B.M.J.'s counsel to be affiliates of B.M.J. to enter into an agreement with
Summit providing that such persons agree to be bound by the restrictions of
Rule 145.

DIFFERENCES IN SHAREHOLDERS' RIGHTS

Because Summit and B.M.J. are both New Jersey business corporations, any
differences in rights of holders of their respective stock are due to
differences in the certificates of incorporation and by-laws of the two
companies. Certain of the rights of B.M.J. shareholders described below that are
contained in the Certificate of Incorporation or By-Laws of B.M.J. and that are
not contained in the Restated Certificate of Incorporation or By-Laws of Summit
are deemed to have an anti-takeover effect and will not be available to B.M.J.
shareholders as Summit shareholders; however, certain rights provided for by the
Restated Certificate of Incorporation or By-Laws of Summit are also deemed to
have an anti-takeover effect and will be available to B.M.J. shareholders but
only after becoming Summit shareholders. The following is a summary explanation
of the material differences between the rights of shareholders of B.M.J. and the
rights of shareholders of Summit. This summary is qualified in its entirety by
reference to the governing documents of B.M.J. and Summit referred to above.

CLASSIFIED BOARD AND RELATED PROVISIONS

B.M.J. The Certificate of Incorporation and By-Laws of B.M.J. divide the
B.M.J. Board into three classes, as nearly equal in number as possible, with
each class of directors serving a staggered term of three years. The By-laws of
B.M.J. provide that the B.M.J. Board shall consist of not less than five nor
more than twenty-five directors. Directors are elected by a plurality of votes
cast. Presently, there are three directors in Class A, four directors in Class B
and four directors in Class C.

Summit. The Restated Certificate of Incorporation of Summit provides that the
Summit Board shall consist of not less than five and not more than forty persons
and divides the Summit Board into three classes, with

30
<PAGE>

each class of directors serving a staggered term of three years. Each class of
directors must consist, as nearly as possible, of one third of the number of
directors constituting the entire Summit Board. Directors are elected by a
plurality of votes cast by shares entitled to vote. Presently there are seven
directors in Class I, six directors in Class II and six directors in Class III.

The Restated Certificate of Incorporation of Summit further requires that
resolutions increasing the number of directors be approved by 80% of, as the
case may be, directors holding office or shares of capital stock of Summit
entitled to vote generally in the election of directors, voting as a single
class.

The Restated Certificate of Incorporation of Summit also provides that the
affirmative vote of the holders of 80% or more of the combined voting shares of
Summit, voting as a single class, is required to amend, repeal or take any
action inconsistent with the classified board of directors or the requirement
for an 80% affirmative vote to approve any increase in the number of directors.
The effect of these provisions is to make it difficult for persons other than
those negotiating directly with the Summit Board to acquire seats on the Summit
Board and obtain control of Summit.

MEETINGS AND CONSENTS

B.M.J. B.M.J.'s By-Laws provide that a special meeting of shareholders may be
called by the Chairman of the Board, a majority of the Board of Directors or a
majority of outstanding shares entitled to vote. Under the B.M.J. By-laws
actions required or permitted to be taken at a meeting of shareholders may be
taken by consent of shareholders without a meeting in accordance with applicable
state corporation law. Under the New Jersey Business Corporation Act, except as
otherwise provide in a company's certificate of incorporation, any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting upon the written consent of shareholders who would have been
entitled to cast the minimum number of votes necessary to authorize such action
at a meeting at which all shareholders entitled to vote thereon were present and
voting except that unanimous consent is required for mergers, consolidations,
sales of substantially all of the assets and the election of directors.

Summit. Under Summit's By-laws, except as otherwise provided by law, special
meetings may be called only by the Chairman, Vice Chairman, President or
majority of the entire Board. The Restated Certificate of Incorporation of
Summit requires that, subject to the rights of holders of any series of
Preferred Stock or other class or series of stock having preference over the
Summit Common as to dividends or upon liquidation, all actions by the
shareholders of Summit be taken exclusively at a duly called annual or special
meeting of Summit's shareholders or by the unanimous, but not less than
unanimous, written consent of the shareholders. An additional provision in the
Restated Certificate of Incorporation of Summit provides that the affirmative
vote of the holders of 80% or more of the combined voting shares of Summit,
voting as a single class, is required to amend, alter, repeal or take any action
inconsistent with this requirement. Under the Summit By-laws, except as
otherwise required by law or Summit's Restated Certificate of Incorporation, all
actions by shareholders must be taken at a meeting unless the Board determines
that such action shall be taken by written consent.

EVALUATION OF BUSINESS COMBINATIONS AND SHAREHOLDER RIGHTS PLAN

Evaluation of Offers. The Certificate of Incorporation of B.M.J. provides
that the Board of Directors may oppose a tender offer or other offer for the
company's securities, whether such offer is in cash or in securities of a
corporation and that, in considering whether to oppose an offer, may (but is not
legally obligated to) consider any pertinent issue including, but not limited
to: (a) whether the offer is acceptable based upon historical and present
operating results and the financial condition of B.M.J. and it's subsidiaries
and their future prospects; (b) whether a more favorable offer could be obtained
for the B.M.J. (or its subsidiaries) securities or assets in the future; (c) the
social, economic or any other material impact which an acquisition of the equity
securities of B.M.J., or substantially all of its assets, would have upon the
employees, depositors and customers of B.M.J. and it's subsidiaries and the
communities which they serve; (d) the reputation and business practices of the
offeror and its management and affiliates as they would affect the employees,
depositors and customers of B.M.J. and it's subsidiaries and the future value of
the B.M.J. stock; (e) the value of the securities, if any, which the offeror is
offering in exchange for the B.M.J. (or it's subsidiaries), securities or
assets, based on an analysis of the worth of B.M.J. or of its subsidiaries as
compared to the offeror corporation or other entity whose securities

31
<PAGE>

are being offered; and (f) any antitrust or other legal or regulatory issues
raised by the offer. Further, if the B.M.J. Board of Directors determines that
an offer should be rejected, it may take any lawful action to accomplish this
purpose, including, but not limited to, any or all of the following: (a)
advising shareholders not to accept the offer; (b) litigation against the
offeror; (c) filing complaints with any governmental and regulatory authorities;
(d) acquiring the corporation's securities; (e) selling or otherwise issuing
authorized but unissued securities or treasury stock or granting options with
respect thereto; (f) acquiring a company to create an antitrust or other
regulatory problem for the offeror and (g) obtaining a more favorable offer from
another individual or entity. Summit's Restated Certificate of Incorporation
does not contain a similar provision. However, New Jersey corporation law
provides that a director of a New Jersey corporation, in discharging his or her
duties to the corporation and in determining what he or she reasonably believes
to be in the best interests of the corporation, may, in addition to considering
the effects of any action on shareholders, consider any of the following: (a)
the effects of the action on the corporation's employees, suppliers, creditors
and customers; (b) the effects of the action on the community in which the
corporation operates; and (c) the long-term as well as the short-term interests
of the corporation and its shareholders, including the possibility that these
interests may best be served by the continued independence of the corporation.
Determinations resulting in the rejection of a proposal or offer to acquire the
corporation are expressly covered by this provision of the New Jersey Business
Corporation Act.

Summit Shareholder Rights Plan. Summit has in effect a shareholder rights
plan pursuant to which holders of shares of Summit Common possess one preferred
stock purchase right for each share of Summit Common held by them. Each
preferred stock purchase right entitles the holder to buy, as of the close of
business on the tenth day following the occurrence of certain takeover-related
events ("effective time"), one hundredth of a share of a new series of Preferred
Stock, designated the Series R Preferred Stock, at $90 per one hundredth share
("exercise price"), with full shares having rights per share equal to 100 times
the rights of Summit Common with respect to voting, dividends and distributions
upon liquidation or merger as well as entitling the holder to an additional
preferential dividend. Upon the occurrence of certain subsequently occurring
events, holders of the preferred stock purchase rights become entitled to
purchase either shares of the Series R Preferred Stock (if not already
purchased) or a number of shares of the "acquiring person" (as defined in the
rights plan) equal in market value to twice the exercise price of the preferred
stock purchase right. The Summit Board has the power to redeem the preferred
stock purchase rights at any time but, after the preferred stock purchase rights
become exercisable, it may do so only upon the majority vote of non-management
directors in connection with a business combination it has approved. For a
further description of Summit's shareholder rights plan, see "DESCRIPTION OF
SUMMIT CAPITAL STOCK-Shareholder Rights Plan." The combination of prohibitive
dilution of the acquiring person's share value and the power of the Summit Board
to redeem the preferred stock purchase rights is intended to encourage potential
acquiring persons to negotiate with the Summit Board with respect to the terms
of any acquisition or business combination and to the extent possible,
discourage or defeat partial or two-tiered acquisition proposals.

B.M.J. has not adopted a shareholder rights plan.

NOMINATIONS TO THE BOARD, SHAREHOLDER PROPOSALS AND CONDUCT OF MEETING

B.M.J. Pursuant to B.M.J.'s Certificate of Incorporation, nominations for
election to the Board of Directors may be made by the Board of Directors or by
any shareholder of any outstanding class of capital stock entitled to vote for
the election of directors. B.M.J. shareholders may nominate directors for
election by providing written notice to B.M.J.'s President delivered or mailed
not less than thirty (30) days prior to the meeting (unless less than 30 days
notice of the meeting is given, in which case such nomination must be mailed or
delivered not later than seven days following the notice). The B.M.J. Chairman
shall disregard any shareholder nomination to the B.M.J. Board which is not made
in accordance with the Certificate of Incorporation. Holders of B.M.J. Common
may not cumulate their votes in elections of directors.

Summit. The By-Laws of Summit contain provisions that empower the Summit
Board to adopt rules, regulations and procedures governing meetings of Summit
shareholders and empower the chairman of a meeting of Summit shareholders,
subject to the rules and regulations adopted by the Summit Board, to adopt such
rules, regulations and procedures and to take such actions that the chairman
deems necessary, appropriate or convenient for the proper conduct of a
shareholder meeting. The Summit By-Laws also contain provisions that (1)
establish rules governing nominations for director and shareholder proposals
made at meetings of sharehold-

32
<PAGE>

ers and, in general, empower the chairman of an annual meeting to disallow
nominations and shareholder proposals that are not made at least 80 days in
advance of the anniversary of the preceding years annual meeting or that
otherwise fail to comply with the requirements of the By-Laws and (2) establish
rules governing nominations for directors made at special meetings of
shareholders and empower the chairman of a special meeting to disallow
nominations that are not made at least 70 days prior to such special meeting or
the 10th day following the day on which public announcement of such special
meeting is first made or that otherwise fail to comply with the requirements of
the By-Laws. Holders of Summit Common may not cumulate their votes in elections
of directors.

VOTE REQUIRED FOR CHARTER AND BY-LAW AMENDMENTS

B.M.J. The B.M.J. Certificate of Incorporation provides that shareholders of
B.M.J. entitled to vote thereon shall have the power to amend the Certificate of
Incorporation by the affirmative vote of shareholders entitled to cast at least
three-fourths of the vote which all shareholders are entitled to cast thereon,
at any regular or special meeting, duly convened after notice to the
shareholders of such purpose. Pursuant to B.M.J.'s By-Laws, a majority of the
Board of Directors may make, alter and repeal the By-Laws; however, By-Laws made
by the Board may be altered and repealed, and new By-Laws made by the
shareholders entitled to cast at least three-fourths of the votes which all
shareholders are entitled to cast thereon, at any regular or special meeting
called for such purpose.

Summit. As discussed above, the Restated Certificate of Incorporation of
Summit requires that certain provisions relating to increases in the number of
directors (which number may also be increased by the Board), changes to the
classified board provision and changes to the provision requiring that actions
by shareholders be effected at an annual or special meeting or by unanimous
written consent, receive the affirmative vote of holders of 80% of the combined
voting shares of Summit, voting as a single class. The By-Laws of Summit provide
for amendments upon two-thirds vote of the Board of Directors. Under the New
Jersey Business Corporation Act, by-laws made by a corporation's board may be
altered or repealed and new by-laws made by the shareholders.

REMOVAL OF DIRECTORS

B.M.J. Under the B.M.J. Certificate of Incorporation, the Board of Directors,
or any individual director, may be removed for cause by the affirmative vote of
the holders of two-thirds of the votes which all shareholders are entitled to
cast for the election of directors.

Summit. The Summit Restated Certificate of Incorporation contains no specific
provisions with respect to removal of directors (other than for directors
elected by Preferred Shareholders). Under the New Jersey Business Corporation
Act, with respect to a classified board, directors may be removed by
shareholders for cause only, by the affirmative vote of the majority of votes
cast by the holders entitled to vote thereon.

AUTHORIZED SHARES

B.M.J. B.M.J. has 25,000,000 authorized shares of common stock, $1.00 par
value. As of September 30, 1996, there were 7,508,069 shares of B.M.J. Common
outstanding. B.M.J.'s Certificate of Incorporation does not provide for
preemptive rights or cumulative voting to attach to the ownership of B.M.J.
Common. B.M.J. has no authorized preferred stock.

Summit. The Restated Certificate of Incorporation of Summit authorizes the
issuance of 130,000,000 shares of Summit Common and 4,000,000 shares of
preferred stock, no par value. As of September 30, 1996, there were 91,627,998
shares of Summit Common, 600,166 shares of Summit Series B Preferred and 504,481
shares of Summit Series C Preferred outstanding and 1,000,000 shares of Summit
Series R Preferred created in Summit's Restated Certificate of Incorporation for
issuance under the Shareholder Rights Plan of Summit. The Restated Certificate
of Incorporation of Summit and the New Jersey Business Corporation Act authorize
the Summit Board to amend the Restated Certificate of Incorporation without
shareholder concurrence to divide the authorized shares of preferred stock into
series, to determine the designations and the number of shares of any such
series, and to determine the relative voting, dividend, conversion, redemption,
liquidation and other rights, preferences and limitations of the authorized
shares of preferred stock. No preemptive rights attach to the ownership of
Summit Common.

33
<PAGE>

INDEMNIFICATION; LIMITATION OF LIABILITY

B.M.J. Article VII of B.M.J.'s By-Laws provides that B.M.J. shall indemnify
each director or officer to the fullest extent permitted by law against
"expenses" and "liabilities" in connection with a "proceeding", as such terms
are defined in the New Jersey Business Corporation Act, and permits the B.M.J.
Board, by resolution, to similarly indemnify "corporate agents" for expenses and
liabilities incurred in connection with services rendered for or at the request
of B.M.J. The By-Laws also provide for advance of expenses and purchase of
insurance for corporate agents. Article IX of B.M.J.'s Certificate of
Incorporation provides that a director or officer of B.M.J. shall not be
personally liable to B.M.J. or its shareholders for damages for breach of any
duty owed to B.M.J. or it's shareholders, except that such article shall not
relieve a director or officer from liability for any breach of duty based upon
an act or omission: (i) in breach of such person's duty of loyalty to the
corporation or its shareholders; (ii) not in good faith or involving a knowing
violation of law; or (iii) resulting in receipt by such person of an improper
personal benefit. Article IX also provides for further elimination or limitation
of liability to the fullest extent to which the New Jersey Business Corporation
Act may permit if amended.

Summit. Summit's By-Laws provide that corporate agents (which term includes
directors, officers and employees) of Summit shall be indemnified and held
harmless by Summit to the fullest extent authorized by the laws of the State of
New Jersey against expenses and liabilities arising in connection with actions
performed by the corporate agent on behalf of Summit and that Summit may
maintain insurance for corporate agents against liabilities and expenses.
Summit's Restated Certificate of Incorporation contains provisions substantially
similar to those in B.M.J.'s Certificate of Incorporation respecting the
personal liability of directors.

SUMMIT BANCORP.

DESCRIPTION OF BUSINESS

Summit commenced operations on October 1, 1970 as a bank holding company
registered under the BHC Act. Summit owns two bank subsidiaries and eight active
non-bank subsidiaries. At September 30, 1996, Summit had total consolidated
assets of $22.4 billion on the basis of which it ranked as the largest New
Jersey-based bank holding company.

The bank subsidiaries engage in a general banking business. Summit Bank
(Hackensack, NJ) is Summit's largest bank subsidiary, accounting for
approximately 87% of Summit's total consolidated assets at September 30, 1996.
Summit's non-bank subsidiaries engage primarily in discount brokerage, venture
capital investment, commercial finance lending, lease financing, and reinsuring
credit life and disability insurance policies related to consumer loans made by
the bank subsidiaries.

The bank subsidiaries operated 355 banking offices located in major trade
centers and suburban areas in New Jersey and Pennsylvania as of September 30,
1996. The following table lists, as of September 30, 1996, each bank subsidiary,
the location in New Jersey or Pennsylvania of its principal office, the number
of its banking offices and, in thousands of dollars, its total assets and
deposits. Both the New Jersey and Pennsylvania subsidiaries are state banks,
however, only the New Jersey bank is a member of the Federal Reserve System.

Location of Principal No. of Banking
Offices Offices Total Assets(1) Total Deposits
-------------------------- -------------- -------------- --------------
<S> <C> <C> <C>
Summit Bank, Hackensack,
NJ .......................... 289 $19,506,697 $16,175,753
Summit Bank, Bethlehem, PA .... 66 2,758,965 2,139,812

</TABLE>

- ------
(1) Not adjusted to exclude interbank deposits or other transactions among the
subsidiaries.

Summit is a legal entity separate and distinct from its subsidiaries. There
are various legal limitations on the extent to which a bank subsidiary may
finance or otherwise supply funds to Summit or its nonbank subsidiaries. Under
federal law, no bank subsidiary may, subject to certain limited exceptions, make
loans or extensions of credit to, or investments in the securities of Summit or
its non-bank subsidiaries or take their securities as collateral for loans to
any borrower. Each bank subsidiary is also subject to collateral security
requirements for any loans or extensions of credit permitted by such exceptions.
In addition, certain bank regulatory limita-

34
<PAGE>

tions exist on the availability of subsidiary bank undistributed net assets for
the payment of dividends to Summit without the prior approval of the bank
regulatory authorities. The Federal Reserve Act, which affects Summit's one
state member bank, restricts the payment of dividends in any calendar year to
the net profit of the current year combined with retained net profits of the
preceding two years. Each bank, as a state-chartered bank, may declare a
dividend only if, after payment thereof, its capital would be unimpaired and its
remaining surplus would equal 50 percent of its capital (New Jersey) or 100
percent of its capital (Pennsylvania). At September 30, 1996, the total
undistributed net assets of Summit's subsidiary banks were $1.7 billion of which
$280.4 million was available under the most restrictive limitations for the
payment of dividends to Summit.

RECENT DEVELOPMENTS

DESCRIPTION OF SUMMIT CAPITAL STOCK

Summit is presently authorized to issue 130,000,000 shares of Summit Common
and 4,000,000 shares of Preferred Stock, without par value ("Summit Preferred").
As of September 30, 1996, there were 91,627,998 shares of Summit Common, 600,166
shares of Summit Series B Preferred and 504,481 shares of Summit Series C
Preferred outstanding and 1,000,000 shares of Summit Series R Preferred
designated in Summit's Restated Certificate of Incorporation and reserved for
issuance under the Summit shareholder rights plan. Summit has announced that it
will call for redemption on December 15, 1996 all of its outstanding Series B
and Series C Preferred. See "SUMMIT BANCORP -- Recent Developments." Pursuant to
the New Jersey Business Corporation Act, the Summit Board has authority to set
the terms and conditions of the authorized but unissued Summit Preferred. Summit
may issue any authorized Summit Common and Summit Preferred without further
shareholder vote, unless such a vote is required for a particular transaction by
applicable law or stock exchange rules, including rules of the NYSE, on which
the Summit Common and the Summit Series B Preferred are presently listed. The
issuance of additional Summit Common or Summit Preferred, including Summit
Preferred that might be convertible into Summit Common, may, among other things,
affect the earnings per share applicable to existing Summit Common and the
equity and voting rights of existing holders of Summit Common.

The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of New Jersey Business Corporation Act,
Summit's Restated Certificate of Incorporation, including Certificates of
Designation pursuant to which the Summit Series B Preferred and Summit Series C
Preferred were issued and Summit's shareholder rights plan.

COMMON STOCK

The rights of holders of Summit Common are subject to the preferences of
holders of the Summit Series B Preferred and Summit Series C Preferred described
below and the preferences as to dividends and liquidation rights and other prior
rights, if any, of any other class or series of Summit Preferred that may be
issued. The holders of Summit Common are entitled to one vote for each share
with respect to all matters voted upon by shareholders, including the election
of directors, and are entitled to receive dividends when, as and if declared by
the Summit Board out of funds of Summit legally available therefor. Shares of
Summit Common do not have cumulative voting rights; accordingly, at any annual
meeting of Summit shareholders (or at any special meeting of shareholders where
an election of directors is conducted) the holders of 50 percent plus 1 of the
shares represented at the meeting (provided a quorum is present) can fill all
positions on the Summit Board that are up for election at such meeting if they
so choose and, in such event, the holders of the remaining less than 50 percent
of the shares will not be able to fill any of such positions. Summit has a
classified Board of Directors, under which approximately one-third of the
directors are elected each year. In the event of the liquidation of Summit,
holders of Summit Common are entitled to share pro rata in the distribution of
Summit's assets available for such purpose. All shares of Summit Common are
fully paid and nonassessable. No preemptive rights attach to

35
<PAGE>

the ownership of Summit Common and no personal liability is imposed on the
holders thereof by reason of the ownership of such shares. First Chicago Trust
Company of New York is the transfer agent, dividend disbursing agent and
registrar for the Summit Common. Summit Bank (Hackensack, NJ) is the co-transfer
agent.

PREFERRED STOCK

The Summit Series B Preferred is entitled to cumulative dividends that are
payable quarterly on February 1, May 1, August 1 and November 1 of each year.
For each quarterly period, the dividend rate will be determined in advance of
such period, and will be 1.5 percent less than the highest of the 3-month U.S.
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate, which are average yields on certain U.S. Treasury fixed
rate securities, as published by the Federal Reserve Board. However, the
dividend rate for any dividend period will not be less than 6 percent per annum
nor greater than 11 percent per annum. The Summit Series B Preferred is
redeemable at the option of Summit in whole or in part, at $50 per share, plus
accrued and unpaid dividends and has a liquidation preference over Summit Common
at $50 per share as well as a preference with respect to dividends. Holders of
Summit Series B Preferred have the right to vote as a class on certain
amendments to the Restated Certificate of Incorporation of Summit that may
affect the Summit Series B Preferred and to elect two directors in the event of
a failure to pay full cumulative dividends for six quarters. They have no other
voting rights. The Summit Series B Preferred is not convertible into shares of
Summit Common and has no preemptive rights. The Summit Series B Preferred is not
subject to any sinking fund or other repurchase or retirement obligation of
Summit. First Chicago Trust Company of New York is the transfer agent, dividend
disbursing agent and registrar for shares of the Summit Series B Preferred.

The Summit Series C Preferred ranks on a parity with the Summit Series B
Preferred as to dividends and liquidation preference. The Summit Series C
Preferred is entitled to cumulative dividends that are payable quarterly on
March 15, June 15, September 15 and December 15 of each year. For each quarterly
period, the dividend rate is determined in advance of such period, and is 2.75
percent less than the highest of the 3-month U.S. Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate, which
are average yields on certain U.S. Treasury fixed rate securities, as published
by the Federal Reserve Board. However, the dividend rate for any dividend period
will not be less than 6 percent per annum nor greater than 12 percent per annum.
The Summit Series C Preferred is redeemable at the option of Summit, in whole or
in part, at $25 per share, plus accrued and unpaid dividends and has a
liquidation preference over Summit Common of $25 per share, as well as a
preference as to dividends. Holders of Summit Series C Preferred have the right
to vote as a class on certain amendments to the Restated Certificate of
Incorporation of Summit that may adversely affect the rights or preferences of
the Summit Series C Preferred and, in the event of a failure to pay full
cumulative dividends for six quarters, holders of the Summit Series C Preferred
are entitled to vote in the election of directors on the same basis as the
holders of Summit Common. Holders of the Summit Series C Preferred have no other
voting rights. The Summit Series C Preferred is not convertible into shares of
Summit Common and has no preemptive rights. The Summit Series C Preferred is not
subject to any sinking fund or other repurchase or retirement obligations of
Summit. First Chicago Trust Company of New York is the transfer agent, dividend
disbursing agent and registrant for shares of the Summit Series C Preferred.

SHAREHOLDER RIGHTS PLAN

In August 1989, Summit adopted a shareholder rights plan ("Rights Plan"),
under which preferred stock purchase rights ("Rights") attached to Summit Common
outstanding as of the close of business on August 28, 1989. Holders of shares of
Summit Common issued subsequent to that date receive the Rights with their
shares. Except as indicated below, each Right entitles the registered holder to
purchase from Summit one-hundredth of a share of a new series of Summit
Preferred Stock, designated the Series R Preferred Stock ("Summit Series R
Preferred"). The Rights expire on August 16, 1999, and are subject to redemption
and amendment in certain circumstances. The Rights trade automatically with
shares of Summit Common and become exercisable only under certain circumstances
as described below.

In general, the Rights will become exercisable upon the earlier to occur (a
"Distribution Date", as defined in the Rights Plan) of the following: (1) ten
days following a public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Summit Common outstanding at that
time or voting securities of Summit representing 15% or more of the total voting
power of Summit (such person or group becoming an "Acquiring Person", as defined
in the Rights Plan) or (2) ten business days (or such later date as

36
<PAGE>

the Summit Board may determine) after the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 30% or
more of the outstanding Summit Common or voting securities representing 30% or
more of the total voting power of Summit.

Generally, in the event a Distribution Date occurs by virtue of a person or
group becoming an Acquiring Person (other than pursuant to an offer for all
outstanding shares of Summit Common and other voting securities that the Summit
Board determines to be fair to shareholders and otherwise in the best interests
of Summit), each Right, other than Rights owned by the Acquiring Person, will
thereafter entitle the holder to receive, upon exercise of the Right, Summit
Series R Preferred having a value equal to two times the exercise price of the
Right.

In the event that a Distribution Date occurs (under either of the
circumstances described above) and Summit is acquired in a merger or other
business combination, or more than 50% of Summit's assets or earning power is
sold or transferred, each Right will thereafter entitle the holder there to
receive, upon the exercise of the Right, common stock of the acquirer having a
value equal to two times the exercise price of the Right.

The combination of prohibitive dilution of the Acquiring Person's share
values and the power of the Summit Board to redeem the Rights is intended to
encourage potential acquiring persons to negotiate with the Summit Board with
respect to the terms of any acquisition or business combination and, to the
extent possible, discourage or defeat partial or two-tiered acquisition
proposals.

The foregoing description of the Rights Plan does not purport to be complete
and is qualified in its entirety by reference to the terms of the Rights Plan,
which is more fully described in Summit's Registration Statement on Form 8-A
filed August 28, 1989.

B.M.J. FINANCIAL CORP.

DESCRIPTION OF BUSINESS

B.M.J. is a bank holding company incorporated in New Jersey and registered
under the Bank Holding Company Act of 1956, as amended. B.M.J. commenced
business in 1984 when it acquired Mid-Jersey, a New Jersey banking
corporation organized in 1851. B.M.J.'s principal business offices are
located at 243 Route 130, Bordentown, New Jersey and its telephone number is
(609) 298-5500.

B.M.J. conducts its operations through 22 banking offices located in the
central and southern New Jersey counties of Burlington, Mercer, Somerset and
Ocean. Mid-Jersey conducts a general banking and trust business embracing the
customary deposit, lending and trust functions of a commercial bank in the state
of New Jersey. Commercial banking involves accepting demand, time and savings
deposits and making business, consumer, personal, construction and permanent
mortgage loans. Through its trust department, Mid-Jersey renders services as
trustee, executor, administrator, guardian, managing agent, custodian and
investment advisor and it engages in other personal and corporate fiduciary
activities authorized by law. Mid-Jersey has a wholly-owned subsidiary,
Hopkinson Corp., a New Jersey corporation, which was formed for the purpose of
holding and marketing repossessed properties.

DESCRIPTION OF B.M.J. CAPITAL STOCK

COMMON STOCK

B.M.J. is presently authorized to issue 25,000,000 shares of B.M.J.
Common. As of September 30, 1996, there were 7,508,069 shares of B.M.J.
Common outstanding.

Dividends. The holders of B.M.J. Common are entitled to receive and share
equally in such dividends as may be declared by B.M.J. Board out of funds
legally available therefor.

Voting Rights. The holders of B.M.J. Common elect the B.M.J. Board and act
on such other matters as are required to be presented to them under the New
Jersey Business Corporation Act, B.M.J.'s Certificate of Incorporation or as
are otherwise presented to them by the B.M.J. Board. Each holder of B.M.J.
Common is entitled to one vote per share. Holders of B.M.J. Common may not
cumulate votes. Directors of B.M.J. are elected by a plurality of votes cast.

Preemptive Rights. Holders of B.M.J. Common are not entitled to preemptive
rights with respect to any shares that may be issued.

37
<PAGE>

PROPOSAL II -- ADJOURNMENT OF SPECIAL MEETING

In the event there are not sufficient votes to constitute a quorum or to
approve the Merger Agreement at the time of the Special Meeting, the Merger
Agreement could not be approved unless the Special Meeting were adjourned in
order to permit further solicitation of proxies. In order to allow proxies that
have been received by B.M.J. at the time of the Special Meeting to be voted for
such adjournment, if necessary, B.M.J. has submitted the question of adjournment
under the circumstances to its shareholders as a separate matter for their
consideration. A majority of the shares represented and voting at the Special
Meeting is required in order to approve any such adjournment. The Board of
Directors of B.M.J. recommends that shareholders vote their proxies in favor of
such adjournment so that their proxies may be used for such purposes in the
event it should become necessary. Properly executed proxies will be voted in
favor of any such adjournment unless otherwise indicated thereon. If it is
necessary to adjourn the Special Meeting, no notice of the time and place of the
adjourned meeting is required to be given to shareholders other than an
announcement of such time and place at the Special Meeting.

SHAREHOLDER PROPOSALS

In order to be eligible for inclusion in B.M.J.'s proxy materials for
B.M.J.'s Annual Meeting of Shareholder's in the event that the Merger is not
consummated prior to such meeting, any shareholder proposal to take action at
such meeting would have been required to be received at B.M.J.'s main office at
243 Route 130, Bordentown, New Jersey 08816, not later than November 22, 1996.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.

LEGAL MATTERS

The legality of the Summit Common offered hereby will be passed upon for
Summit by Richard F. Ober, Jr., Esq., Executive Vice President, General
Counsel and Secretary of Summit. Mr. Ober owns 23,945 shares of Summit Common
and options to purchase 74,152 shares of Summit Common at a weighted average
exercise price of $20.73. Certain federal tax matters will be passed upon for
Summit and B.M.J. by Thompson Coburn, Saint Louis, Missouri. Certain legal
matters will be passed upon for B.M.J. by Covington & Burling, Washington,
D.C.

EXPERTS

The consolidated financial statements of Summit Bancorp. and subsidiaries as
of December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995, included in Summit's Annual Report on Form 10-K,
incorporated by reference herein and in the Registration Statement, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peak Marwick LLP, independent certified public
accountants, incorporated by referenced herein, and upon the authority of said
firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP with respect to Summit Bancorp. and
subsidiaries for the year ended December 31, 1995 refers to a change in the
method of accounting for certain investments in debt and equity securities and
postemployment benefits in 1994 and to a change in the method of accounting for
income taxes in 1993.

The consolidated balance sheets of B.M.J. Financial Corp. and subsidiaries
(the "Company") as of December 31, 1994 and 1995 and the consolidated statements
of operations, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1995, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the report, which has
been incorporated by reference in the Company's Annual Report on Form 10-K and
includes an explanatory paragraph relating to the Company changing its method of
accounting for loan loss reserves effective January 1, 1995, its method of
accounting for securities effective January 1, 1994 and its method of accounting
for income taxes effective January 1, 1993, of Coopers & Lybrand L.L.P.,
independent accountants, given in the authority of that firm as experts in
accounting and auditing.

38
<PAGE>

APPENDIX A

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated August 28, 1996, between Summit Bancorp.,
a New Jersey business corporation ("Summit"), and B.M.J. Financial Corp., a New
Jersey business corporation ("BMJ"). W I T N E S S E T H :

WHEREAS, the respective boards of directors of Summit and BMJ deem it
advisable and in the best interests of their respective shareholders to merge
BMJ into Summit ("Merger") pursuant to the laws of the State of New Jersey and
this Agreement and Plan of Merger ("Agreement");

WHEREAS, the Board of Directors of Summit and BMJ have each determined that
the Merger and the other transactions contemplated hereby are consistent with,
and in furtherance of, their respective business strategies and goals;

WHEREAS, to effectuate the Merger, the parties hereby adopt a plan of
reorganization in accordance with the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended ( "Code");

WHEREAS, Summit and BMJ intend on the date after the date of this Agreement
and in consideration of this Agreement to enter into the Stock Option Agreement
( Option Agreement ) attached hereto as Exhibit A; and

WHEREAS, the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain other
terms and conditions of the Merger.

NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein and in the Option
Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

GENERAL PROVISIONS

Section 1.01. The Merger.

(a) Upon the terms and subject to the conditions contained in this Agreement,
at the Effective Time (as defined at Section 1.06), BMJ shall be merged with and
into Summit pursuant to and in accordance with the provisions of, and with the
effect provided in, the New Jersey Business Corporation Act, as amended ("New
Jersey Act") (Summit as the surviving corporation being hereinafter sometimes
referred to as the "Surviving Corporation").

Section 1.02. Capital Stock of Summit. All shares of the capital stock of
Summit outstanding immediately prior to the Effective Time shall be unaffected
by the Merger and shall remain outstanding immediately thereafter.

Section 1.03. Terms of Conversion of BMJ Capital Stock.

(a) At the Effective Time, by virtue of the Merger and without any action on
the part of any shareholder of BMJ:

(1) All shares of the Common Stock, par value $1.00 per share, of BMJ ("BMJ
Stock") which immediately prior to the Effective Time are either owned
beneficially by Summit or a subsidiary of Summit (other than BMJ Stock
held in a fiduciary capacity or as a result of debts previously
contracted), if any, or held in the treasury of BMJ, if any, shall be
canceled and retired and no cash, securities or other consideration shall
be paid or delivered under this Agreement in exchange for such BMJ Stock;
and

(2) Subject to Sections 1.03(a)(1) and 1.08, each share of BMJ Stock
outstanding immediately prior to the Effective Time shall be converted in
accordance with the New Jersey Act into .56 shares (the Exchange Ratio )
of the Common Stock, par value $1.20 per share, of Summit ("Summit
Stock").

A-1
<PAGE>

(b) In the event that, from the date hereof to the Effective Time, the
outstanding Summit Stock shall have been increased, decreased, changed into or
exchanged for a different number or kind of shares or securities through
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or there occur other like changes in the outstanding shares
of Summit Stock, the Exchange Ratio and, if necessary, the form and amount of
Summit capital stock issuable in the Merger in exchange for BMJ Stock shall be
appropriately adjusted so that BMJ shareholders who are entitled to receive
Summit Stock pursuant to the provisions hereof shall be entitled to receive such
number of shares of Summit Stock or other stock as they would have received if
the Effective Time had occurred prior to the happening of such event.

Section 1.04. Reservation of Summit Stock; Issuance of Shares Pursuant to the
Merger. Summit shall reserve and make available for issuance to holders of BMJ
Stock in connection with the Merger, on the terms and subject to the conditions
of this Agreement, sufficient shares of Summit Stock (which shares, when issued
and delivered, will be duly authorized, legally and validly issued, fully paid
and non-assessable and subject to no preemptive rights). The shares of Summit
Stock to be issued in accordance with this Agreement are sometimes referred to
herein as the "Shares". Upon the terms and subject to the conditions of this
Agreement, including the conversion of BMJ Stock according to the Exchange
Ratio, Summit shall issue the Shares upon the effectiveness of the Merger to BMJ
Shareholders (as defined in Section 1.07).

Section 1.05. Exchange Agent Arrangements. Prior to the Effective Time,
Summit shall appoint First Chicago Trust Company of New York, or another entity
reasonably satisfactory to BMJ, as the exchange agent ("Exchange Agent")
responsible for exchanging, in connection with and upon consummation of the
Merger and subject to Sections 1.03 and 1.08, certificates representing whole
shares of Summit Stock ("Summit Certificates" ) and cash in lieu of fractional
shares of Summit Stock for certificates representing shares of BMJ Stock ("BMJ
Certificates") and Summit shall deliver to the Exchange Agent sufficient Summit
Certificates and cash as shall be required to satisfy Summit s obligations to
BMJ Shareholders under the last sentence of Section 1.07 (c), at the time such
obligations arise.

Section 1.06. Effective Time. The Merger shall be effective at the hour and
on the date ("Effective Time") specified in the Certificate of Merger of Summit
and BMJ required by this Agreement to be filed with the Secretary of State of
the State of New Jersey in accordance with Section 14A:10-4.1 of the New Jersey
Act ("Certificate of Merger"). Summit shall file the Certificate of Merger as
promptly as practicable following the Closing (as defined at Section 9.01) but
in no event later than one business day following the Closing Date (as defined
at Section 9.01).

Section 1.07. Exchange of BMJ Certificates.

(a) After the Effective Time, each BMJ Shareholder (except Summit to the
extent provided in Section 1.03), upon surrender of all BMJ Certificates to the
Exchange Agent, shall be entitled to receive in exchange therefor a Summit
Certificate representing the number of whole shares of Summit Stock such BMJ
Shareholder is entitled, pursuant to the conversion effected by Section 1.03 and
the terms of Section 1.08, to receive and the cash payment (by check) such BMJ
Shareholder may be entitled, pursuant to Section 1.08, to receive in lieu of a
fractional share of Summit Stock. Until so surrendered, outstanding BMJ
Certificates held by each BMJ Shareholder, other than BMJ Stock not converted
pursuant to Section 1.03, shall be deemed for all purposes (other than as
provided below with respect to unsurrendered BMJ Certificates and Summit's right
to refuse payment of dividends or other distributions, if any, in respect of
Summit Stock) to represent the number of whole shares of Summit Stock into which
the shares of BMJ Stock have been converted and the right to receive cash in
lieu of fractional shares of Summit Stock, if any, all as provided in Section
1.08. Until so surrendered, Summit may, at its option, refuse to pay to the
holders of the unsurrendered BMJ Certificates dividends or other distributions,
if any, payable to holders of Summit Stock; provided, however, that upon the
surrender and exchange of BMJ Certificates following a dividend or other
distribution by Summit there shall be paid to such BMJ Shareholders the amount,
without interest, of dividends and other distributions, if any, which became
payable prior thereto but which were not paid.

(b) Holders of BMJ Certificates as of the Effective Time shall cease to be,
and shall have no further rights as, shareholders of BMJ.

(c) As promptly as practicable, but in no event more than 10 days, after the
Exchange Agent receives an accurate and complete list of all holders of record
of outstanding BMJ Stock as of the Effective Time ("BMJ

A-2
<PAGE>

Shareholders") (including the address and social security number of and the
number of shares of BMJ Stock held by each BMJ Shareholder) from BMJ ("Final
Shareholder List"), Summit shall cause the Exchange Agent to send to each BMJ
Shareholder instructions and transmittal materials for use in surrendering and
exchanging BMJ Certificates for the Merger Consideration (as defined in Section
1.08 below). If BMJ Certificates are properly presented to the Exchange Agent
(with proper presentation including satisfaction of all requirements of the
letter of transmittal), Summit shall as soon as practicable, but in no event
more than 10 days, after the later to occur of such presentment or the receipt
by the Exchange Agent of an accurate and complete Final Shareholder List from
BMJ cause the Exchange Agent to cancel and exchange BMJ Certificates for Summit
Certificates and Cash In Lieu Amounts (as defined in Section 1.08 below), if
any.

(d) At and after the Effective Time there shall be no transfers on the stock
transfer books of BMJ of the shares of BMJ Stock which were outstanding
immediately prior to the Effective Time.

Section 1.08. Fractional Shares. All BMJ Stock held in the aggregate by each
BMJ Shareholder shall be multiplied by the Exchange Ratio to determine the
number of shares of Summit Stock each such BMJ Shareholder is entitled to
receive in the Merger. Each BMJ Shareholder shall be entitled to receive a
Summit Certificate for the number of whole shares of Summit Stock resulting from
such multiplication and cash in lieu of any fractional share of Summit Stock
resulting from such multiplication in an amount ("Cash In Lieu Amount")
determined by multiplying the fractional share interest to which such BMJ
Shareholder would otherwise be entitled by the closing price of one share of
Summit Stock on the New York Stock Exchange-Composite Transactions List, on the
last trading day prior to the Effective Time. The Shares and any Cash In Lieu
Amounts payable in the Merger are sometimes collectively referred to herein as
the "Merger Consideration".

Section 1.09. Restated Certificate of Incorporation and By-Laws. The Restated
Certificate of Incorporation of Summit in force immediately prior to the
Effective Time shall be the Restated Certificate of Incorporation of the
Surviving Corporation, except as duly amended thereafter and except to the
extent such is deemed by law to be affected by the Certificate of Merger. The
By-Laws of Summit in force immediately prior to the Effective Time shall be the
By-Laws of the Surviving Corporation, except as duly amended thereafter.

Section 1.10. Board of Directors and Officers. The Board of Directors of the
Surviving Corporation shall consist of the members of the Board of Directors of
Summit at the Effective Time. The officers of the Surviving Corporation shall
consist of the officers of Summit at the Effective Time. Such directors and
officers shall serve as such for the terms prescribed in the Restated
Certificate of Incorporation and By-Laws of Summit, or otherwise as provided by
law or until their earlier deaths, resignation or removal.

Section 1.11. BMJ Stock Options.

(a) At the Effective Time, each BMJ Option (as defined below) shall be deemed
to constitute, and shall automatically be converted in accordance with the
Exchange Ratio into, stock options relating to Summit Stock ("Summit Options")
and each Summit Option shall be administered in accordance with the terms and
conditions provided for in the BMJ Option Plan under which the corresponding BMJ
Option was granted and the stock option agreement by which it was evidenced,
including terms and provisions regarding exercisability. The number of shares of
Summit Stock covered by each Summit Option shall be the number of shares of
Summit Stock which would have been issued in the Merger if the shares of BMJ
Stock subject to the corresponding BMJ Option were issued and outstanding
immediately prior to the Effective Time; provided, however, that the number of
shares of Summit Stock that may be purchased upon exercise of a Summit Option
shall not include any fractional share interest but shall be rounded down to the
next lower full share. The exercise price per share of Summit Stock subject to a
Summit Option shall equal the exercise price per share of BMJ Stock subject to
the corresponding BMJ Option so converted divided by the Exchange Ratio, rounded
to the fourth decimal place (subject to any adjustments provided for in this
Agreement). Within 30 days after the receipt by Summit of an accurate and
complete list of all holders of BMJ Options (including the address and social
security number of each such holder and a description of the BMJ Options held by
such holder specifying at a minimum the plan under which issued, type (incentive
or nonqualified), grant date, expiration date, exercise price and the number of
shares of BMJ Stock subject thereto) ("Final Option List"), Summit shall issue
to the holders of such BMJ Options appropriate instruments confirming the rights
of such holders with respect to Summit Stock, on the terms and conditions
provided by this Section 1.11, upon surrender of the outstanding instruments
representing

A-3
<PAGE>

such BMJ Options; provided, however, that Summit shall not be obligated to issue
any such confirming instruments which relate to the issuance of Summit Stock, or
issue any shares of Summit Stock, until such time as the shares of Summit Stock
issuable upon exercise of Summit Options shall have been registered with the
Securities and Exchange Commission (the "SEC") pursuant to an effective
registration statement and authorized for listing on the New York Stock Exchange
and for sale by any appropriate state securities regulators, which Summit shall
use its best efforts to effect within 30 days after BMJ shall have delivered to
Summit the Final Option List. Summit shall use its best efforts to maintain the
effectiveness of such registration statement (and maintain the current status of
the prospectus or prospectuses contained therein) for so long as the Summit
Options remain outstanding. At or prior to the Effective Time, Summit shall take
all corporate action necessary to reserve for issuance a sufficient number of
shares of Summit Stock for delivery upon exercise of Summit Options.

(b) For purposes of this Section 1.11, "BMJ Option" is hereby defined to mean
a stock option for BMJ Stock outstanding on the date hereof granted under the
BMJ Director Stock Option Plan, BMJ 1994 Employee Stock Option Plan or BMJ
Executive Long-Term Incentive Plan ("BMJ Option Plans") and not subsequently
exercised, terminated or expired prior to the Effective Time.

Section 1.12. Additional Actions. If, at any time after the Effective Time,
the Surviving Corporation shall consider or be advised that any deeds, bills of
sale, assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of BMJ acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger or otherwise to
carry out this Agreement, the officers and directors of the Surviving
Corporation shall be authorized to execute and deliver, in the name and on
behalf of BMJ or otherwise, all such deeds, bills of sale, assignments and
assurances and to take, in the name and on behalf of BMJ, all such other actions
and things as may be necessary or desirable to vest, perfect or confirm any and
all right, title and interest in, to and under such rights, properties or assets
in the Surviving Corporation or otherwise to carry out this Agreement.

Section 1.13. Unclaimed Merger Consideration. If, upon the expiration of one
year following the Effective Time, Merger Consideration remains with the
Exchange Agent due to the failure of BMJ Shareholders to surrender and exchange
BMJ Certificates for Merger Consideration, Summit may, at its election, continue
to retain the Exchange Agent for purposes of the surrender and exchange of BMJ
Certificates or take possession of such unclaimed Merger Consideration, in which
such latter case, BMJ Shareholders who have theretofore failed to surrender and
exchange BMJ Certificates shall thereafter look only to Summit for payment of
the Merger Consideration and the unpaid dividends and distributions on the
Summit Stock constituting some or all of the Merger Consideration, without any
interest thereon. Notwithstanding the foregoing, none of Summit, BMJ, the
Exchange Agent or any other person shall be liable to any former holder of
shares of BMJ Stock for any property properly delivered to a public official
pursuant to applicable abandoned property, escheat or similar laws.

Section 1.14. Lost BMJ Certificates. In the event any BMJ Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming such BMJ Certificate to be lost, stolen or destroyed
and the posting by such person of a bond in such amount as Summit may determine
is reasonably necessary as indemnity against any claim that may be made against
it with respect to such BMJ Certificate, the Exchange Agent will issue in
exchange for such lost, stolen or destroyed BMJ Certificate the Merger
Consideration deliverable in respect thereof pursuant to this Agreement.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF BMJ

BMJ represents and warrants to Summit as follows:

Section 2.01. Organization, Capital Stock.

(a) Each of BMJ and its nonbank subsidiaries, including the nonbank
subsidiaries of bank subsidiaries (the term "subsidiary", as used in this
Agreement, shall mean any corporation or other organization of which 25% or more
of the shares or other interests having by their terms ordinary voting power to
elect a majority of the Board of Directors or other group performing similar
functions with respect to such corporation or other organization

A-4
<PAGE>

is directly or indirectly owned), all of which are listed, together with their
respective states of incorporation and direct and indirect beneficial owners, on
BMJ Schedule 2.01(a), is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation, qualified to
transact business under the laws of all jurisdictions where the failure to be so
qualified would be likely to have a material adverse effect on (i) the business,
results of operations, assets or financial condition of BMJ and its subsidiaries
on a consolidated basis, or (ii) the ability of BMJ to perform its obligations
under, and to consummate the transactions contemplated by, this Agreement ("BMJ
Material Adverse Effect or BMJ Material Adverse Change"). However, an BMJ
Material Adverse Effect or BMJ Material Adverse Change will not include a change
resulting from a change in law, rule, regulation or generally accepted or
regulatory accounting principles, or from any other matter affecting banking
institutions or their holding companies generally. Each of BMJ and its nonbank
subsidiaries has all corporate power and authority and all material licenses,
franchises, certificates, permits and other governmental authorizations which
are legally required to own and lease its properties and assets, to occupy its
premises and to engage in its business and activities as presently engaged in,
and each has complied in all material respects with all applicable laws,
regulations and orders.

(b) BMJ is registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended ("BHCA").

(c) BMJ or one of its subsidiaries is the holder and beneficial owner of all
of the outstanding capital stock of all of BMJ's direct and indirect nonbank
subsidiaries.

(d) (1) The authorized capital stock of BMJ consists of 25,000,000 shares of
Common Stock, par value $1.00 per share, and as of the date hereof 7,506,462
shares of BMJ Stock were issued and outstanding and 178,000 shares of BMJ Stock
were held in the Treasury of BMJ. All issued and outstanding shares of the
capital stock of BMJ and of each of its nonbank subsidiaries have been fully
paid, were duly authorized and validly issued, are non-assessable and have been
issued pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Securities Act") or an appropriate exemption from
registration under the Securities Act and were not issued in violation of the
preemptive rights of any shareholder. Except as set forth in this Section
2.01(d), except for director and employee stock options outstanding under the
BMJ Option Plans and except for BMJ Stock issuable in connection with the BMJ
Option Plans and the BMJ Dividend Reinvestment and Stock Purchase Plan ("BMJ
Dividend Plan"), there are no Equity Securities of BMJ or any nonbank subsidiary
of BMJ outstanding, in existence, the subject of an agreement or reserved for
issuance.

(2) "Equity Securities" of an issuer means (i) the capital stock or other
equity securities of such issuer, options, warrants, scrip, interests in, rights
(including preemptive rights) to subscribe to, purchase or acquire, calls on or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of any capital stock, shares of any
other equity security or shares of any security or right convertible into or
exchangeable for the capital stock or other equity security of such issuer, and
(ii) contracts, commitments, obligations, agreements, understandings or
arrangements entitling anyone to acquire from the issuer, or by which such
issuer is or may become bound to issue, shares of capital stock, shares of any
other equity security or shares of any security or right convertible into or
exchangeable for the capital stock or other equity security of such issuer.

(3) There are no plans of BMJ providing for the granting of BMJ Stock, stock
options, stock appreciation rights or other securities, derivative securities or
stock-based cash rights to any person other than the BMJ Option Plans. The BMJ
Option Plans, including all amendments thereto, have been duly approved by the
shareholders of BMJ in compliance with any applicable laws or applicable
regulations of governmental or self- regulatory authorities. Copies of the BMJ
Option Plans, including all amendments thereto, have been previously provided to
Summit. All information relating to outstanding grants and awards under the BMJ
Option Plans, including director and employee stock options and stock
appreciation rights ("SARs"), if any, not contained in the BMJ Option Plans
(including without limitation date of grant, expiration date, plan under which
granted, type (if option, whether nonqualified or incentive; if SAR, whether or
not granted in tandem with an option and, if so, the type of tandem option),
exercise price, number of shares subject thereto), is set forth in BMJ Schedule
2.01(d).

(e) BMJ owns no bank subsidiary other than the Bank of Mid-Jersey ("Bank")
("bank" is hereby defined to include commercial banks, savings banks, private
banks, trust companies, savings and loan associations,

A-5
<PAGE>

building and loan associations and similar institutions receiving deposits and
making loans). Bank is a bank duly organized, validly existing, and in good
standing under the laws of the State of New Jersey, qualified to transact
business under the laws of all jurisdictions where the failure to be so
qualified would be likely to have an BMJ Material Adverse Effect. Bank is duly
authorized to conduct all activities and exercise all powers of a commercial
bank and trust company as contemplated by applicable laws of the State of New
Jersey, is an insured bank as defined in the Federal Deposit Insurance Act, and
has all corporate power and authority and all material licenses, franchises,
certificates, permits and other governmental authorizations which are legally
required to own and lease its properties and assets, to occupy its premises, and
to engage in its business and activities as presently engaged in, and has
complied in all material respects with all applicable laws, regulations and
orders.

(f) The authorized and outstanding capital stock of Bank is as set forth on
BMJ Schedule 2.01(f). BMJ is the holder and beneficial owner of all shares of
the issued and outstanding capital stock of Bank. All issued and outstanding
shares of the capital stock of Bank have been fully paid, were duly authorized
and validly issued, are non-assessable, and were not issued in violation of the
preemptive rights of any shareholder. All Equity Securities of Bank outstanding,
in existence, the subject of an agreement or reserved for issuance are described
in all material respects on BMJ Schedule 2.01(f).

(g) All Equity Securities of its direct and indirect subsidiaries
beneficially owned by BMJ or a subsidiary of BMJ are held free and clear of any
claims, liens, encumbrances or security interests.

Section 2.02. Financial Statements. The financial statements and schedules
contained or incorporated in (a) BMJ s annual report to shareholders for the
fiscal year ended December 31, 1995, (b) BMJ s annual report on Form 10-K filed
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act") for
the fiscal year ended December 31, 1995 and (c) BMJ s quarterly reports on Form
10-Q filed pursuant to the Exchange Act for the fiscal quarters ended March 31,
1996 and June 30, 1996 (the "BMJ Financial Statements") are true and correct in
all material respects as of their respective dates and each fairly presents
(subject, in the case of unaudited statements, to recurring audit adjustments
normal in nature and amount), in accordance with generally accepted accounting
principles, the consolidated statements of condition, income, changes in
stockholders' equity and cash flows of BMJ and its subsidiaries at its
respective date and for the period to which it relates, except as may otherwise
be described therein. The BMJ Financial Statements do not, as of the dates
thereof, include any material asset or omit any material liability, absolute or
contingent, or other fact, the inclusion or omission of which renders the BMJ
Financial Statements, in light of the circumstances under which they were made,
misleading in any respect.

Section 2.03. No Conflicts. BMJ and each of its subsidiaries is not in, and
has received no notice of, violation or breach of, or default under, nor will
the execution, delivery and performance of this Agreement by BMJ, or the
consummation of the transactions contemplated hereby including the Merger by BMJ
upon the terms provided herein (assuming receipt of the Required Consents, as
that term is defined in Section 4.01), violate, conflict with, result in the
breach of, constitute a default under, give rise to a claim or right of
termination, cancellation, revocation of, or acceleration under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of the
material rights, permits, licenses, assets or properties of BMJ or any of its
subsidiaries or upon any of the Equity Securities of BMJ or any of its
subsidiaries, or constitute an event which could, with the lapse of time, action
or inaction by BMJ or any of its subsidiaries or a third party, or the giving of
notice and failure to cure, result in any of the foregoing, under any of the
terms, conditions or provisions, as the case may be, of:

(a) the Certificate of Incorporation or the By-Laws of BMJ or any of its
subsidiaries;

(b) any applicable law, statute, rule, ruling, determination, ordinance or
regulation of or agreement with any governmental or regulatory authority;

(d) any material note, bond, mortgage, indenture, lease, policy of insurance
or indemnity, license, contract, agreement or other instrument;

to which BMJ or any of its subsidiaries is a party or by which BMJ or any of its
subsidiaries or any of their assets or properties are bound or committed, the
consequences of which individually or in the aggregate would be likely to result
in a BMJ Material Adverse Change, or enable any person to enjoin the
transactions contemplated hereby.

A-6
<PAGE>

Section 2.04. Absence of Undisclosed Liabilities. BMJ and its subsidiaries
have no liabilities, whether contingent or absolute, direct or indirect, matured
or unmatured (including but not limited to liabilities for federal, state and
local taxes, penalties, assessments, lawsuits or claims against BMJ or any of
its subsidiaries), and no loss contingency (as defined in Statement of Financial
Accounting Standards No. 5), other than (a) those reflected in the BMJ Financial
Statements or disclosed in the notes thereto, (b) commitments made by BMJ or any
of its subsidiaries in the ordinary course of its business which are not in the
aggregate material to BMJ and its subsidiaries, taken as a whole, and (c)
liabilities arising in the ordinary course of its business since December 31,
1995, which are not in the aggregate material to BMJ and its subsidiaries, taken
as a whole. Other than as reported in the Forms 10-Q of BMJ referred to in
Section 2.02, neither BMJ nor any of its subsidiaries has, since December 31,
1995, become obligated on any debt due in more than one year from the date of
this Agreement in excess of $250,000, other than intra-corporate debt and
deposits received, repurchase agreements and borrowings from the Federal Reserve
Bank of New York or the Federal Home Loan Bank of New York entered into in the
ordinary course of business.

Section 2.05. Absence of Litigation; Agreements with Bank Regulators.
There is no outstanding order, injunction or decree of any court or
governmental or self-regulatory body against or affecting BMJ or its
subsidiaries which materially and adversely affects BMJ and its subsidiaries,
taken as a whole, and there are no actions, arbitrations, claims, charges,
suits, investigations or proceedings (formal or informal) material to BMJ and
its subsidiaries, taken as a whole, pending or, to BMJ's knowledge, threatened,
against or involving BMJ or any of its subsidiaries or their officers or
directors (in their capacity as such) in law or equity or before any court,
panel or governmental agency, except as disclosed in the Forms 10-K and 10-Q of
BMJ referred to in Section 2.02. Neither Bank nor BMJ is a party to any
agreement or memorandum of understanding with, or is a party to any commitment
letter to, or has submitted a board of directors resolution or similar
undertaking to, or is subject to any order or directive by, or is a recipient of
any extraordinary supervisory letter from, any governmental or regulatory
authority which restricts materially the conduct of its business, or in any
manner relates to material statutory or regulatory noncompliance discovered in
any regulatory examinations, its capital adequacy, its credit or reserve
policies or its management. Neither Bank nor BMJ has been advised by any
governmental or regulatory authority that it is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any
of the foregoing. Neither Bank nor BMJ has failed to resolve to the satisfaction
of the applicable regulatory agency any significant deficiencies cited by any
such agency in its most recent examinations of each aspect of Bank's and BMJ's
business.

Section 2.06. Brokers' Fees. BMJ has entered into this Agreement with
Summit as a result of direct negotiations without the assistance or efforts
of any finder, broker, financial advisor or investment banker, other than
Bear, Stearns & Co. Inc. ("Bear Stearns"). BMJ Schedule 2.06 consists of true
and complete copies of all agreements between BMJ and Bear Stearns with
respect to the transactions contemplated by this Agreement.

Section 2.07. Material Filings. At the time of filing, all filings made by
BMJ and its subsidiaries after December 31, 1989 with the SEC and the
appropriate bank regulatory authorities do not or did not contain any untrue
statement of a material fact and do not or did not omit to state any material
fact required to be stated herein or therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading. To the extent such filings were subject to the Securities Act or
Exchange Act, such filings complied in all material respects with the Securities
Act or Exchange Act, as appropriate, and all applicable rules and regulations
thereunder of the SEC. BMJ has since December 31, 1992 timely made all filings
required by the Securities Act and the Exchange Act.

Section 2.08. Corporate Action. Assuming due execution and delivery by
Summit, and subject to the requisite approval by the shareholders of BMJ of this
Agreement, the Merger and the other transactions contemplated hereby in
accordance with BMJ's Certificate of Incorporation and the New Jersey Act at a
meeting of such holders to be duly called and held, BMJ has the corporate power
and is duly authorized by all necessary corporate action to execute, deliver and
perform this Agreement. The Board of Directors of BMJ has taken all action
required by law, its Certificate of Incorporation, its By-Laws or otherwise (i)
to authorize the execution and delivery of this Agreement and (ii) for
shareholders of BMJ to approve this Agreement and the transactions contemplated
hereby including the Merger by a simple majority of the votes cast at the
meeting held in accordance with Section 4.03. This Agreement is a valid and
binding agreement of BMJ enforceable in accordance with its

A-7
<PAGE>

terms except as such enforcement may be limited by applicable principles of
equity, and by bankruptcy, insolvency, fraudulent transfer, moratorium or other
similar laws of general applicability presently or hereafter in effect affecting
the enforcement of creditors' rights generally and banks the deposits of which
are insured by the Federal Deposit Insurance Corporation. The Board of Directors
of BMJ in authorizing the execution of this Agreement has determined to
recommend to the shareholders of BMJ the approval of this Agreement, the Merger
and the other transactions contemplated hereby.

Section 2.09. Absence of Changes. There has not been, since December 31,
1995, any BMJ Material Adverse Change except as may be reported in the Forms
10-Q of BMJ referred to in Section 2.02. Except as may be reported in said Forms
10-Q of BMJ, neither BMJ nor any of its subsidiaries has since December 31,
1995: (a) (i) declared, set aside or paid any dividend or other distribution in
respect of its capital stock, other than dividends from subsidiaries to BMJ or
other subsidiaries of BMJ and an ordinary cash dividend of $0.10 per share per
fiscal quarter, or, (ii) directly or indirectly, purchased, redeemed or
otherwise acquired any shares of such stock held by persons other than BMJ and
its subsidiaries, other than the redemption by BMJ of its 7.5% Convertible
Notes, due July 15, 1996, and related conversion into BMJ Stock; (b) incurred
current liabilities since that date other than in the ordinary course of
business; (c) sold, exchanged or otherwise disposed of any of their assets
except in the ordinary course of business; (d) made any officers salary increase
or wage increase not consistent with past practices, entered into any
employment, consulting, severance or change of control contract with any present
or former director, officer or salaried employee, or instituted any employee or
director welfare, bonus, stock option, profit-sharing, retirement, severance or
other benefit plan or arrangement or modified any of the foregoing so as to
increase its obligations thereunder in any material respect; (e) suffered any
taking by condemnation or eminent domain or other damage, destruction or loss in
excess of $50,000, whether or not covered by insurance, adversely affecting its
business, property or assets, or waived any rights of value in excess of
$50,000; (f) entered into transactions other than in the ordinary course of
business which in the aggregate exceeded $250,000; or (g) acquired assets or
capital stock of another company of whatsoever amount, except in a fiduciary
capacity or in the course of securing or collecting loans or leases.

Section 2.10. Allowance for Loan and Lease Losses. At December 31, 1995 and
thereafter the allowances for loan and lease losses of BMJ and its subsidiaries
were and are adequate in all material respects to provide for all losses on
loans and leases outstanding and, to the best of BMJ's knowledge, the loan and
lease portfolios of BMJ in excess of such allowances are collectible in the
ordinary course of business. BMJ Schedule 2.10 constitutes a list of all loans
and leases made by BMJ or any of its subsidiaries that have been "classified" as
to quality by any internal or external auditor, accountant or examiner, and such
list is accurate and complete in all material respects.

Section 2.11. Taxes and Tax Returns. Neither BMJ nor any of its subsidiaries
has at any time filed a consent pursuant to Section 341(f) of the Code or
consented to have the provisions of Section 341(f)(2) of the Code apply to any
disposition of a subsection (f) asset (as such term is defined in Section
341(f)(4) of the Code) owned by BMJ or any of its subsidiaries. None of the
property being acquired by Summit or its subsidiaries in the Merger is property
which Summit or its subsidiaries will be required to treat as being owned by any
other person pursuant to the provisions of Section 168(f)(8) of the Internal
Revenue Code of 1954, as amended and in effect immediately prior to the
enactment of the Tax Reform Act of 1986 or is "tax-exempt use property" within
the meaning of Section 168(h)(1) of the Code. All amounts required to be
withheld have been withheld from employees by BMJ and each of its subsidiaries
for all periods in compliance with the tax, social security, unemployment and
other applicable withholding provisions of applicable federal, state and local
law. Proper and accurate federal, state and local returns have been timely filed
by BMJ and each of its subsidiaries for all periods for which returns were due,
including with respect to employee income tax withholding, social security,
unemployment and other applicable taxes, and the amounts shown thereon to be due
and payable have been paid in full or adequate provision therefor has been
included on the books of BMJ or its appropriate subsidiary. Neither BMJ nor any
of its subsidiaries is required to file tax returns with any state other than
the State of New Jersey. Provision has been made on the books of BMJ or its
appropriate subsidiary for all unpaid taxes, whether or not disputed, that may
become due and payable by BMJ or any of its subsidiaries in future periods in
respect of transactions, sales or services previously occurring or performed.
The Internal Revenue Service ("IRS") has audited the consolidated federal income
tax returns of BMJ for all taxable years ended on or prior to 1993 and the State
of New Jersey has audited the New Jersey income tax returns of BMJ and its
subsidiaries for all tax-

A-8
<PAGE>

able years ended on or prior to 1993. Neither BMJ nor any of its subsidiaries is
subject to an audit or review of its tax returns by any state other than the
State of New Jersey. BMJ is not and has not been a United States real property
holding corporation as defined in Section 897(c)(2) of the Code during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither BMJ
nor any of its subsidiaries is currently a party to any tax sharing or similar
agreement with any third party. There are no material matters, assessments,
notices of deficiency, demands for taxes, proceedings, audits or proposed
deficiencies pending or, to BMJ s knowledge, threatened against BMJ or any of
its subsidiaries and there have been no waivers of statutes of limitations or
agreements related to assessments or collection in respect of any federal, state
or local taxes. Neither BMJ nor any of its subsidiaries has agreed to or is
required to make any adjustment pursuant to Section 481(a) of the Code by reason
of a change in accounting method initiated by BMJ or any of its subsidiaries,
and neither BMJ nor any of its subsidiaries has any knowledge that the IRS has
proposed any such adjustment or change in accounting method. BMJ and its
subsidiaries have complied in all material respects with all requirements
relating to information reporting and withholding (including back-up
withholding) and other requirements relating to the reporting of interest,
dividends and other reportable payments under the Code and state and local tax
laws and the regulations promulgated thereunder and other requirements relating
to reporting under federal law including record keeping and reporting on
monetary instruments transactions.

Section 2.12. Properties. BMJ has, directly or through its subsidiaries, good
and marketable title to all of its properties and assets, tangible and
intangible, including those reflected in the most recent consolidated balance
sheet included in the BMJ Financial Statements (except individual properties and
assets disposed of since that date in the ordinary course of business), which
properties and assets are not subject to any mortgage, pledge, lien, charge or
encumbrance other than as reflected in the BMJ Financial Statements or which in
the aggregate do not materially adversely affect or impair the operation of BMJ
and its subsidiaries taken as a whole. BMJ and each of its subsidiaries enjoys
peaceful and undisturbed possession under all material leases under which it or
any of its subsidiaries is the lessee, where the failure to enjoy such peaceful
and undisturbed possession would be likely to have a BMJ Material Adverse
Effect, and none of such leases contains any unusual or burdensome provision
which would be likely to materially and adversely affect or impair the
operations of BMJ and its subsidiaries taken as a whole.

Section 2.13. Condition of Properties; Insurance. All real and tangible
personal properties owned by BMJ or any of its subsidiaries or used by BMJ or
any of its subsidiaries in its business are in a good state of maintenance and
repair, are in good operating condition, subject to normal wear and tear,
conform in all material respects to all applicable ordinances, regulations and
zoning laws, and are adequate for the business conducted by BMJ or such
subsidiary subject to exceptions which are not, in the aggregate, material to
BMJ and its subsidiaries, taken as a whole. BMJ and each of its subsidiaries
maintains insurance (with companies which, to the best of BMJ's knowledge, are
authorized to do business in New Jersey) against loss relating to such
properties in amounts which are customary, usual and prudent for corporations or
banks, as the case may be, of their size. Such policies are in full force and
effect and are carried in an amount and form and are otherwise adequate to
protect BMJ and each of its subsidiaries from any adverse loss resulting from
risks and liabilities reasonably foreseeable at the date hereof, and are
disclosed on BMJ Schedule 2.13. All material claims thereunder have been filed
in a due and timely fashion. Since January 1 1991, neither BMJ nor any of its
subsidiaries has ever been refused insurance for which it has applied or had any
policy of insurance terminated (other than at its request).

Section 2.14. Contracts.

(a) Except as set forth in BMJ Schedule 2.14(a), neither BMJ nor any of its
subsidiaries is a party to and neither they nor any of their assets are bound by
any written or oral lease or license with respect to any property, real or
personal, as tenant or licensee involving an annual consideration in excess of
$50,000.

(b) Except as set forth in BMJ Schedule 2.14(b), neither BMJ nor any of its
subsidiaries is a party to and neither they nor any of their assets is bound by
any written or oral: (i) employment or severance contract (including, without
limitation, any collective bargaining contract or union agreement) which is not
terminable without penalty by BMJ or a subsidiary, as appropriate, on 60 days or
less notice; (ii) contract or commitment for capital expenditures in excess of
$75,000 in the aggregate for any one project or in excess of $250,000 in the
aggregate for all projects; (iii) contract or commitment whether or not made in
the ordinary course of business for the purchase of materials or supplies or for
the performance of services involving consideration in

A-9
<PAGE>

excess of $50,000 (including advertising and consulting agreements, data
processing agreements, and retainer agreements with attorneys, accountants,
actuaries, or other professionals); (iv) contract or option to purchase or sell
any real or personal property other than OREO property involving consideration
in excess of $75,000; or (v) other contracts material to the business of BMJ and
its subsidiaries taken as a whole and not made in the ordinary course of
business.

(c) Neither BMJ nor any of its subsidiaries is a party to or otherwise bound
by any contract, agreement, plan, lease, license, commitment or undertaking
which, in the reasonable opinion of management of BMJ, is materially adverse,
onerous, or harmful to any aspect of the business of BMJ and its subsidiaries
taken as a whole.

Section 2.15. Pension and Benefit Plans.

(a) Neither BMJ nor any of its subsidiaries maintains an employee pension
benefit plan, within the meaning of Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or has made any contributions
to any such employee pension benefit plan, except employee pension benefit plans
listed in BMJ Schedule 2.15(a) (individually a "BMJ Plan" and collectively the
"BMJ Plans"). In its present form each BMJ Plan complies in all material
respects with all applicable requirements under ERISA and the Code. Each BMJ
Plan and the trust created thereunder is qualified and exempt under Sections
401(a) and 501(a) of the Code, and BMJ or the subsidiary whose employees are
covered by such BMJ Plan has received from the IRS a determination letter to
that effect. No event has occurred and there has been no omission or failure to
act which would adversely affect such qualification or exemption. Each BMJ Plan
has been administered and communicated to the participants and beneficiaries in
all material respects in accordance with its terms and ERISA. No employee or
agent of BMJ or any subsidiary whose employees are covered by a BMJ Plan has
engaged in any action or failed to act in such manner that, as a result of such
action or failure, (i) the IRS could revoke, or refuse to issue (as the case may
be), a favorable determination as to such BMJ Plan s qualification and the
associated trust s exemption or impose any liability or penalty under the Code,
or (ii) a participant or beneficiary or a nonparticipating employee has been
denied benefits properly due or to become due under such BMJ Plan or has been
misled as to his or her rights under such BMJ Plan. No BMJ Plan is subject to
Section 412 of the Code or Title IV of ERISA. No person has engaged in any
prohibited transaction involving any BMJ Plan or associated trust within the
meaning of Section 406 of ERISA or Section 4975 of the Code. There are no
pending or threatened claims (other than routine claims for benefits) against
the BMJ Plans or any fiduciary thereof which would subject BMJ or any of its
subsidiaries to a material liability. All reports, filings, returns and
disclosures and other communications which have been required to be made to the
participants and beneficiaries, other employees, the Pension Benefit Guaranty
Corporation ("PBGC"), the SEC, the IRS, the U.S. Department of Labor or any
other governmental agency pursuant to the Code, ERISA, or other applicable
statute or regulation have been made in a timely manner and all such reports,
communications, filings, returns and disclosures were true and correct in all
material respects. No liability has been, or is likely to be, incurred on
account of delinquent or incomplete compliance or failure to comply with such
requirements. "ERISA Affiliate" where used in this Agreement means any trade or
business (whether or not incorporated) which is a member of a group of which BMJ
is a member and which is under common control within the meaning of Section 414
of the Code. There are no unfunded benefit or pension plans or arrangements, or
any individual agreements whether qualified or not, to which BMJ or any of its
subsidiaries or ERISA Affiliates has any obligation to contribute. There has
been no change in control of any BMJ Plan since the last effective date of any
such change of control disclosed to Summit in Schedule 2.15(a).

(b) All bonus, deferred compensation, profit-sharing, retirement, pension,
stock option, stock award and stock purchase plans and all other employee
benefit plans, including medical, major medical, disability, life insurance or
dental plans covering employees generally maintained by BMJ or any of its
subsidiaries other than the BMJ Plans with an annual cost in excess of $25,000
(collectively "Benefit Plans") are listed in BMJ Schedule 2.15(b) (unless
already listed in BMJ Schedule 2.15(a) and comply in all material respects with
all applicable requirements imposed by the Securities Act, the Exchange Act,
ERISA, the Code, and all applicable rules and regulations thereunder. The
Benefit Plans have been administered and communicated to the participants and
beneficiaries in all material respects in accordance with their terms and ERISA,
and no employee or agent of BMJ or any of its subsidiaries has engaged in any
action or failed to act in such manner that, as a result of such

A-10
<PAGE>

action or failure: (i) the IRS could revoke, or refuse to issue, a favorable
determination as to a Benefit Plan s qualification and any associated trust s
exemption or impose any liability or penalty under the Code; or (ii) a
participant or beneficiary or a nonparticipating employee has been denied
benefits properly due or to become due under the Benefit Plans or has been
misled as to their rights under the Benefit Plans. There are no pending or
threatened claims (other than routine claims for benefits) against the Benefit
Plans which would subject BMJ or any of its subsidiaries to liability. Any trust
which is intended to be tax-exempt has received a determination letter from the
IRS to that effect and no event has occurred which would adversely affect such
exemption. All reports, filings, returns and disclosures required to be made to
the participants and beneficiaries, other employees of BMJ or any of its
subsidiaries, the PBGC, the SEC, the IRS, the U.S. Department of Labor and any
other governmental agency pursuant to the Code, ERISA, or other applicable
statute or regulation, if any, have been made in a timely manner and all such
reports, filings, returns and disclosures were true and correct in all material
respects. No material liability has been, or is likely to be, incurred on
account of delinquent or incomplete compliance or failure to comply with such
requirements.

Section 2.16. Fidelity Bonds. Since at least January 1, 1991, BMJ and each of
its subsidiaries has continuously maintained fidelity bonds insuring them
against acts of dishonesty in such amounts as are customary, usual and prudent
for organizations of its size and business. All material claims thereunder have
been filed in a due and timely fashion. Since January 1, 1991, the aggregate
amount of all claims under such bonds has not exceeded the policy limits of such
bonds (excluding, except in the case of excess coverage, a deductible amount of
not more than $50,000) and neither BMJ nor any of its subsidiaries is aware of
any facts which would form the basis of a claim or claims under such bonds
aggregating in excess of the applicable deductible amounts under such bonds.
Neither BMJ nor any of its subsidiaries has reason to believe that its
respective fidelity coverage will not be renewed by its carrier on substantially
the same terms as the existing coverage, except for possible premium increases
unrelated to BMJ's and its subsidiaries' past claim experience.

Section 2.17. Labor Matters. Hours worked by and payment made to employees of
BMJ and each of its subsidiaries have not been in violation of the Fair Labor
Standards Act or any applicable law dealing with such matters; and all payments
due from BMJ and each of its subsidiaries on account of employee health and
welfare insurance have been paid or accrued as a liability on the books of BMJ
or its appropriate subsidiary. BMJ is in compliance with all other laws and
regulations relating to the employment of labor, including all such laws and
regulations relating to collective bargaining, discrimination, civil rights,
safety and health, plant closing (including the Worker Adjustment Retraining and
Notification Act), workers' compensation and the collection and payment of
withholding and Social Security and similar taxes. No labor dispute, strike or
other work stoppage has occurred and is continuing or is to its knowledge
threatened with respect to BMJ or any of its subsidiaries. Since December 31,
1992, no employee of BMJ or any of its subsidiaries has been terminated,
suspended, disciplined or dismissed under circumstances that are reasonably
likely to result in a material liability. No employees of BMJ or any of its
subsidiaries are unionized nor has such union representation been requested by
any group of employees or any other person within the last two years. There are
no organizing activities involving BMJ pending with, or, to the knowledge of
BMJ, threatened by, any labor organization or group of employees of BMJ.

Section 2.18. Books and Records. The minute books of BMJ and each of its
subsidiaries contain complete and accurate records of and fairly reflect all
actions taken at all meetings and accurately reflect all other corporate action
of the shareholders and the boards of directors and each committee thereof. The
books and records of BMJ and each of its subsidiaries fairly and accurately
reflect the transactions to which BMJ and each of its subsidiaries is or has
been a party or by which their properties are subject or bound, and such books
and records have been properly kept and maintained.

Section 2.19. Concentrations of Credit. Except as previously disclosed in the
June 30, 1996 BMJ Board of Directors Report previously delivered to Summit or
set forth in BMJ Schedule 2.19, no customer or affiliated group of customers (i)
is owed by BMJ or any subsidiary of BMJ an aggregate amount in excess of
$4,500,000 (including deposits, other debts and contingent liabilities) or (ii)
owes to BMJ or any of its subsidiaries an aggregate amount in excess of
$4,500,000 (including loans and other debts, guarantees of debts of third
parties, and other contingent liabilities).

A-11
<PAGE>

Section 2.20. Trademarks and Copyrights. Neither BMJ nor any of its
subsidiaries has received notice or otherwise knows that the manner in which BMJ
or any of its subsidiaries conducts its business including its current use of
any material trademark, trade name, service mark or copyright violates asserted
rights of others in any trademark, trade name, service mark, copyright or other
proprietary right.

Section 2.21. Equity Interests. Neither BMJ nor any of its subsidiaries owns,
directly or indirectly, except for the equity interest of BMJ in Bank and of BMJ
and Bank in the nonbank subsidiaries of BMJ listed on BMJ Schedule 2.01(a), any
equity interest, other than by virtue of a security interest securing an
obligation not presently in default, in any bank, corporation, partnership or
other entity, except: (a) in a fiduciary capacity; or (b) an interest valued at
less than $25,000 acquired in connection with a debt previously contracted.

Section 2.22. Environmental Matters.

(a) Except as may be disclosed in the Forms 10-K and 10-Q of BMJ referred to
in Section 2.02 hereof:

(1) No Hazardous Substances (as hereinafter defined) have been stored,
treated, dumped, spilled, disposed, discharged, released or deposited at,
under or on (1) any property now owned, occupied, leased or held or
managed in a representative or fiduciary capacity ("Present Property") by
BMJ or any of its subsidiaries, (2) any property previously owned,
occupied, leased or held or managed in a representative or fiduciary
capacity ("Former Property") by BMJ or any of its subsidiaries during the
time of such previous ownership, occupancy, lease; holding or management
or (3) any Participation Facility (as hereinafter defined) during the
time that BMJ or any of its subsidiaries participated in the management
of, or may be deemed to be or to have been an owner or operator of, such
Participation Facility;

(2) Neither BMJ nor any of its subsidiaries has disposed of, or arranged for
the disposal of, Hazardous Substances from any Present Property, Former
Property or Participation Facility, and no owner or operator of a
Participation Facility disposed of, or arranged for the disposal of,
Hazardous Substances from a Participation Facility during the time that
BMJ or any of its subsidiaries participated in the management of, or may
be deemed to be or to have been an owner or operator of, such
Participation Facility;

(3) No Hazardous Substances have been stored, treated, dumped, spilled,
disposed, discharged, released or deposited at, under or on any Loan
Property (as hereinafter defined), nor is there, with respect to any such
Loan Property, any violation of environmental law which could materially
adversely affect the value of such Loan Property to an extent which could
prevent or delay BMJ or any of its subsidiaries from recovering the full
value of its loan in the event of a foreclosure on such Loan Property.

(b) Neither BMJ nor any subsidiary (i) is aware of any investigations
contemplated, pending or completed by any environmental regulatory authority
with respect to any Present Property, Former Property, Loan Property or
Participation Facility, (ii) has received any information requests from any
environmental regulatory authority, or (iii) been named as a potentially
responsible or liable party in any Superfund, Resource Conservation and Recovery
Act, Toxic Substances Control Act or Clean Water Act proceeding or other
equivalent state or federal proceeding.

(c) As used in this Agreement, (a) "Participation Facility" shall mean any
property or facility of which the relevant person or entity (i) has at any time
participated in the management or (ii) may be deemed to be or to have been an
owner or operator, (b) "Loan Property" shall mean any real property in which the
relevant person or entity holds a security interest in an amount greater than
$30,000 and (c) "Hazardous Substances" shall mean (i) any flammable substances,
explosives, radioactive materials, hazardous materials, hazardous substances,
hazardous wastes, toxic substances, pollutants, contaminants and any related
materials or substances specified in any applicable Federal or state law or
regulation relating to pollution or protection of human health or the
environment (including, without limitation, ambient or indoor air, surface
water, groundwater, land surface or subsurface strata) and (ii) friable
asbestos, polychlorinated biphenyls, urea formaldehyde, and petroleum and
petroleum-containing products and wastes.

It shall be considered material for all purposes of this Agreement if the
cost of taking all remedial or other corrective actions and measures (as
required by applicable law, as recommended or suggested by phase two
investigation reports or as may be prudent in light of serious life, health or
safety concerns) with respect to mat-

A-12
<PAGE>

ters required to be disclosed pursuant to this Section 2.22 but not so
disclosed, is in the aggregate in excess of $2,000,000, as reasonably estimated
by an environmental expert retained for such purpose by Summit at its sole
expense, or if the cost of such actions and measures cannot be so reasonably
estimated by such expert to be such amount or less with any reasonable degree of
certainty.

Section 2.23. Accounting, Tax and Regulatory Matters. Neither BMJ nor any of
its subsidiaries has taken or agreed to take any action or has any knowledge of
any fact or circumstance that would (i) prevent the transactions contemplated
hereby from qualifying (A) for pooling-of- interest accounting treatment, or (B)
as a reorganization within the meaning of Section 368 of the Code, or (ii)
materially impede or delay receipt of any approval referred to in Section 4.01
or the consummation of the transactions contemplated by this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF SUMMIT

Summit represents and warrants to BMJ as follows:

Section 3.01. Organization, Capital Stock.

(a) Summit is a corporation duly organized, validly existing and in good
standing under the laws of the State of New Jersey with authorized capital stock
consisting of 130,000,000 shares of Common Stock, each of par value $1.20 with
attached rights issued pursuant to the Summit Shareholder Rights Plan, of which
93,725,953 shares were issued and outstanding as of July 31, 1996 and 4,000,000
shares of Preferred Stock, each without par value, of which 600,166 shares of
Series B Adjustable Rate Cumulative Preferred Stock ($50 stated value) and
504,481 shares of Series C Adjustable Rate Cumulative Preferred Stock ($25
stated value) were issued and outstanding and 1,000,000 shares of Series R
Preferred Stock were reserved for issuance as of July 31, 1996.

(b) Summit is qualified to transact business in and is in good standing under
the laws of all jurisdictions where the failure to be so qualified would have a
material adverse effect on (i) the business, results of operations, assets or
financial condition of Summit and its subsidiaries on a consolidated basis, or
(ii) the ability of Summit to perform its obligations under, and to consummate
the transactions contemplated by, this Agreement (a "Summit Material Adverse
Effect or Summit Material Adverse Change"). However, a Summit Material Adverse
Effect or Summit Material Adverse Change will not include a change resulting
from a change in law, rule, regulation or generally accepted or regulatory
accounting principles, or from any other matter affecting financial institutions
or their holding companies generally. The bank subsidiaries of Summit are duly
organized, validly existing and in good standing under the laws of their
jurisdiction of organization. Summit and its bank subsidiaries have all
corporate power and authority and all material licenses, franchises,
certificates, permits and other governmental authorizations which are legally
required to own and lease their respective properties, occupy their respective
premises, and to engage in their respective businesses and activities as
presently engaged in. Summit is duly registered as a bank holding company under
the BHCA.

(c) All issued shares of the capital stock of Summit and of each of its bank
subsidiaries have been fully paid, were duly authorized and validly issued, are
non-assessable, have been issued pursuant to an effective registration statement
under the Securities Act or an appropriate exemption from registration under the
Securities Act and were not issued in violation of the preemptive rights of any
shareholder. Summit or one of its subsidiaries is the holder and beneficial
owner of all of the issued and outstanding Equity Securities of its bank
subsidiaries. There are no Equity Securities of Summit outstanding, in
existence, the subject of an agreement, or reserved for issuance, except as set
forth at Section 3.01(a) and except for Summit Stock issuable upon the exercise
of employee stock options granted under stock option plans of Summit, Summit
Stock issuable pursuant to Summit's Dividend Reinvestment and Stock Purchase
Plan, Savings Incentive Plan and 1993 Incentive Stock and Option Plan and the
Agreement and Plan of Merger, dated May 22, 1996, between Summit and Central
Jersey Financial Corporation ("CJFC Merger Agreement") and Series R Preferred
Stock issuable pursuant to the Summit Shareholder Rights Plan.

(d) All Equity Securities of its direct and indirect subsidiaries
beneficially owned by Summit or a subsidiary of Summit are held free and clear
of any claims, liens, encumbrances or security interests.

A-13
<PAGE>

Section 3.02. Financial Statements. The financial statements and schedules
contained or incorporated in Summit's (a) annual report to shareholders for the
fiscal year ended December 31, 1995, (b) annual report on Form 10-K pursuant to
the Exchange Act for the fiscal year ended December 31, 1995 and (c) quarterly
reports on Form 10-Q pursuant to the Exchange Act for the fiscal quarters ended
March 31, 1996 and June 30, 1996 (the "Summit Financial Statements") are true
and correct in all material respects as of their respective dates and each
fairly presents, in accordance with generally accepted accounting principles
consistently applied, the consolidated balance sheets, statements of income,
statements of shareholders' equity and statements of cash flows of Summit and
its subsidiaries at its respective date and for the period to which it relates.
Except as may otherwise be described therein or in the related notes or in
accountants' reports thereon, the Summit Financial Statements were prepared in
accordance with generally accepted accounting principles consistently applied.
The Summit Financial Statements do not, as of the dates thereof, include any
material asset or omit any material liability, absolute or contingent, or other
fact, the inclusion or omission of which renders the Summit Financial
Statements, in light of the circumstances under which they were made, misleading
in any respect.

Section 3.03. No Conflicts. Summit is not in, and has received no notice of,
violation or breach of, or default under, nor will the execution, delivery and
performance of this Agreement by Summit, or the consummation of the Merger by
Summit upon the terms and conditions provided herein (assuming receipt of the
Required Consents), violate, conflict with, result in the breach of, constitute
a default under, give rise to a claim or right of termination, cancellation,
revocation of, or acceleration under, or result in the creation or imposition of
any lien, charge or encumbrance upon any rights, permits, licenses, assets or
properties material to Summit and its subsidiaries, taken as a whole, or upon
any of the capital stock of Summit, or constitute an event which could, with the
lapse of time, action or inaction by Summit, or a third party, or the giving of
notice and failure to cure, result in any of the foregoing, under any of the
terms, conditions or provisions, as the case may be, of:

(a) the Restated Certificate of Incorporation or the By-Laws of Summit;

(b) any law, statute, rule, ruling, determination, ordinance, or
regulation of any governmental or regulatory authority;

(d) any material note, bond, mortgage, indenture, lease, policy of insurance
or indemnity, license, contract, agreement, or other instrument; to which Summit
is a party or by which Summit or any of its assets or properties are bound or
committed, the consequences of which would be a Summit Material Adverse Change,
or enable any person to enjoin the transactions contemplated hereby.

Section 3.04. Absence of Litigation, Agreements with Bank Regulators.
There is no outstanding order, injunction, or decree of any court or
governmental or self-regulatory body against or affecting Summit or its
subsidiaries which materially and adversely affects Summit and its subsidiaries,
taken as a whole, and there are no actions, arbitrations, claims, charges,
suits, investigations or proceedings (formal or informal) material to Summit and
its subsidiaries, taken as a whole, pending or, to Summit's knowledge,
threatened, against or involving Summit or their officers or directors (in their
capacity as such) in law or equity or before any court, panel or governmental
agency, except as may be disclosed in the Forms 10-K and 10-Q of Summit referred
to in Section 3.02. Neither Summit nor any bank subsidiary of Summit is a party
to any agreement or memorandum of understanding with, or is a party to any
commitment letter to, or has submitted a board of directors resolution or
similar undertaking to, or is subject to any order or directive by, or is a
recipient of any extraordinary supervisory letter from, any governmental or
regulatory authority which restricts materially the conduct of its business, or
in any manner relates to its capital adequacy, its credit or reserve policies or
its management. Neither Summit nor any bank subsidiary of Summit, has been
advised by any governmental or regulatory authority that it is contemplating
issuing or requesting (or is considering the appropriateness of issuing or
requesting) any of the foregoing. Summit and the bank subsidiaries of Summit
have resolved to the satisfaction of the applicable regulatory agency any
significant deficiencies cited by any such agency in its most recent
examinations of each aspect of Summit or such bank subsidiary's business except
for examinations, if any, received within the 30 days prior to the date hereof.

Section 3.05. Material Information. At the time of filing, all filings
made by Summit and its subsidiaries after December 31, 1989 with the SEC and
appropriate bank regulatory authorities do not contain any untrue

A-14
<PAGE>

statement of a material fact and do not omit to state any material fact required
to be stated herein or therein or necessary to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading. To the extent such filings were subject to the Securities Act or
Exchange Act, such filings complied in all material respects with the Securities
Act or Exchange Act, as appropriate, and all applicable rules and regulations
thereunder of the SEC. Summit has since December 31, 1992 timely made all
filings required by the Securities Act and the Exchange Act.

Section 3.06. Corporate Action. Assuming due execution and delivery by BMJ,
Summit has the corporate power and is duly authorized by all necessary corporate
action to execute, deliver, and perform this Agreement. The Board of Directors
of Summit has taken all action required by law or by the Restated Certificate of
Incorporation or By-Laws of Summit or otherwise to authorize the execution and
delivery of this Agreement. Approval by the shareholders of Summit of this
Agreement, the Merger or the transactions contemplated by this Agreement are not
required by applicable law. This Agreement is a valid and binding agreement of
Summit enforceable in accordance with its terms except as such enforcement may
be limited by applicable principles of equity, and by bankruptcy, insolvency,
moratorium or other similar laws presently or hereafter in effect affecting the
enforcement of creditors' rights generally and banks the deposits of which are
insured by the Federal Deposit Insurance Corporation.

Section 3.07. Absence of Changes. Except as disclosed in the Summit Financial
Statements, there has not been, since December 31, 1995, any Summit Material
Adverse Change and there is no matter or fact which may result in any such
Summit Material Adverse Change in the future.

Section 3.08. Non-bank Subsidiaries. The non-bank subsidiaries of Summit did
not, taken in the aggregate, constitute a "significant subsidiary" of Summit, as
that term is defined in Rule 1-02(v) of Regulation S-X of the SEC (17 CFR
Section210.1-02(v), at December 31, 1995.

Section 3.09. Absence of Undisclosed Liabilities. The Summit Financial
Statements are prepared on an accrual basis and reflect all known assets and
liabilities. There are no material undisclosed liabilities, whether contingent
or absolute, direct or indirect..

Section 3.10. Environmental Matters.

(a) Except as may be disclosed in the Forms 10-K and 10-Q of Summit referred
to in Section 3.02 hereof:

(1) no Hazardous Substances have been stored, treated, dumped, spilled,
disposed, discharged, released or deposited at, under or on any (i)
Present Property of Summit or a subsidiary, (ii) Former Property of
Summit or a subsidiary during the time of previous ownership, occupancy
or lease, or (iii) Participation Facility during the time that Summit or
a subsidiary participated in the management of, or may be deemed to be or
to have been an owner or operator of, such facility, where such storage,
treatment, dumping, spilling, disposing, discharging, releasing, or
depositing would have a material adverse effect on Summit and its
subsidiaries, taken as a whole;

(2) neither Summit nor any subsidiary has disposed of or arranged for the
disposal of Hazardous Substances from any Present Property, Former
Property or Participation Facility, and no owner or operator of a
Participation Facility disposed of, or arranged for the disposal of,
Hazardous Substances from a Participation Facility during the time that
Summit or any subsidiary participated in the management of, or may be
deemed to be or to have been an owner or operator of such Participation
Facility, where such disposal or arranging for disposal would have a
material adverse effect on Summit and its subsidiaries, taken as a whole;

(3) no Hazardous Substances have been stored, treated, dumped, spilled,
disposed, discharged, released or deposited at, under or on any Loan
Property, nor is there with respect to any Loan Property any violation of
an environmental law, where such storage, treatment, dumping, spilling,
disposing, discharging, releasing, depositing or violation would have a
material adverse effect on Summit and its subsidiaries, taken as a whole.

(b) Neither Summit nor any subsidiary (i) is aware of any investigations
contemplated, pending or completed by any environmental regulatory authority
with respect to any Present Property, Former Property, Loan

A-15
<PAGE>

Property or Participation Facility which would result in a Summit Material
Adverse Change, (ii) has received any information requests from any
environmental regulatory authority with respect to a matter which would result
in a Summit Material Adverse Change, or (iii) been named as a potentially
responsible or liable party in any Superfund, Resource Conservation and Recovery
Act, Toxic Substances Control Act or Clean Water Act proceeding or other
equivalent state or federal proceeding which would result in a Summit Material
Adverse Change.

ARTICLE IV.

COVENANTS OF BMJ

BMJ hereby covenants and agrees with Summit that:

Section 4.01. Preparation of Registration Statement and Applications for
Required Consents. BMJ will cooperate with Summit in the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") to be filed
with the SEC under the Securities Act for the registration of the offering of
Summit Stock to be issued in connection with the Merger and the proxy
statement-prospectus constituting part of the Registration Statement
("Proxy-Prospectus") that will be used by BMJ to solicit shareholders of BMJ for
approval of the Merger. In connection therewith, BMJ will furnish all financial
or other information, including using best efforts to obtain customary consents,
certificates, opinions of counsel and other items concerning BMJ reasonably
deemed necessary by counsel to Summit for the filing or preparation for filing
under the Securities Act and the Exchange Act of the Registration Statement
(including the proxy statement portion thereof). BMJ will cooperate with Summit
and provide such information as may be advisable in obtaining an order of
effectiveness for the Registration Statement, appropriate permits or approvals
under state securities and "blue sky" laws, the required approval under the BHCA
of the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), the listing of the Shares on the New York Stock Exchange (subject to
official notice of issuance) and any other governmental or regulatory consents
or approvals or the taking of any other governmental or regulatory action
necessary to consummate the Merger without a material adverse effect on the
business, results of operations, assets or financial condition of the Surviving
Corporation and its subsidiaries, taken as a whole (the "Required Consents").
Summit, reasonably in advance of making such filings, will provide BMJ and its
counsel a reasonable opportunity to comment on such filings and regulatory
applications and will give due consideration to any comments of BMJ and its
counsel before making any such filing or application; and Summit will provide
BMJ and its counsel with copies of all such filings and applications at the time
filed if such filings and applications are made at any time before the Effective
Time. BMJ covenants and agrees that all information furnished by BMJ for
inclusion in the Registration Statement, the Proxy-Prospectus, all applications
to appropriate regulatory agencies for approval of the Merger, and all
information furnished by BMJ to Summit pursuant to this Agreement or in
connection with obtaining Required Consents, will comply in all material
respects with the provisions of applicable law, including the Securities Act and
the Exchange Act and the rules and regulations of the SEC thereunder, and will
not contain any untrue statement of a material fact and will not omit to state
any material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. BMJ will furnish to Bear Stearns such information as
Bear Stearns may reasonably request for purposes of the opinion referred to in
Section 8.07.

Section 4.02. Notice of Adverse Changes. BMJ will promptly advise Summit in
writing of (a) any event occurring subsequent to the date of this Agreement
which would render any representation or warranty of BMJ contained in this
Agreement or the BMJ Schedules or the materials furnished pursuant to the
Post-Signing Disclosure List (as defined in Section 4.09), if made on or as of
the date of such event or the Closing Date, untrue or inaccurate in any material
respect, (b) any BMJ Material Adverse Change, (c) any inability or perceived
inability of BMJ to perform or comply with the terms or conditions of this
Agreement, (d) the institution or threat of institution of litigation or
administrative proceedings involving BMJ or any of its subsidiaries or assets,
which, if determined adversely to BMJ or any of its subsidiaries, would have a
material adverse effect upon BMJ and its subsidiaries taken as a whole or the
ability of the parties to timely consummate the Merger and the related
transactions, (e) any governmental complaint, investigation, hearing, or
communication indicating that such litigation or administrative proceeding is
contemplated, (f) any written notice of, or other communication relating to, a
default or event which, with notice or lapse of time or both, would become a
default, received by BMJ or

A-16
<PAGE>

a subsidiary subsequent to the date hereof and prior to the Effective Time,
under any agreement, indenture or instrument to which BMJ or a subsidiary is a
party or is subject and which is material to the business, operation or
condition (financial or otherwise) of BMJ and its subsidiaries taken as a whole,
and (g) any written notice or other communication from any third party alleging
that the consent of such third party is or may be required in connection with
the transactions contemplated by this Agreement including the Merger. BMJ agrees
that the delivery of such notice shall not constitute a waiver by Summit of any
of the provisions of Articles VI or VII.

Section 4.03. Meeting of Shareholders. BMJ will call a meeting of its
shareholders for the purpose of voting upon this Agreement, the Merger and the
transactions contemplated hereby to be held as promptly as practicable and, in
connection therewith, will comply with the New Jersey Act and the Exchange Act
and all regulations promulgated thereunder governing shareholder meetings and
proxy solicitations. In connection with such meeting, BMJ shall mail the
Proxy-Prospectus to its shareholders and use, unless in the written opinion of
counsel such action would be a breach of the fiduciary duties by the directors
under applicable law, its best efforts to obtain shareholder approval of this
Agreement, the Merger and the transactions contemplated hereby.

Section 4.04. Copies of Filings. Without limiting the provisions of Section
4.01, BMJ will deliver to Summit, at least twenty-four hours prior to an
anticipated date of filing or distribution, all documents to be filed with the
SEC or any bank regulatory authority or to be distributed in any manner to the
shareholders of BMJ or the public.

Section 4.05. No Material Transactions. Until the Effective Time, BMJ will
not and will not allow any of its subsidiaries to, without the prior written
consent of Summit:

(a) pay (or make a declaration which creates an obligation to pay) any cash
dividends, other than dividends from subsidiaries of BMJ to BMJ or other
subsidiaries of BMJ except that BMJ may declare, set aside and pay a dividend of
$0.10 per quarter or the dividend most recently (as of such date) declared by
Summit multiplied by the Exchange Ratio;

(b) declare or distribute any stock dividend or authorize or effect a
stock split;

(c) merge with, consolidate with, or sell any material asset to any other
corporation, bank, or person (except for mergers of subsidiaries of BMJ into
other subsidiaries of BMJ) or enter into any other transaction not in the
ordinary course of business;

(d) incur any liability or obligation other than intracompany obligations,
make or agree to make any commitment or disbursement, acquire or dispose or
agree to acquire or dispose of any property or asset (tangible or intangible),
make or agree to make any contract or agreement or engage or agree to engage in
any other transaction, except transactions in the ordinary course of business or
other transactions involving not more than $100,000;

(e) subject any of its properties or assets to any lien, claim, charge,
option or encumbrance, except in the ordinary course of business and for amounts
not material in the aggregate to BMJ and its subsidiaries taken as a whole;

(f) (i) pay any employee cash bonuses, other than (x) bonuses for 1996
performance under and in accordance with the formulas provided in the BMJ
Short-Term Incentive Plan, which shall be paid in February of 1997 and shall be
paid only to employees who continue to be employees of BMJ or a subsidiary on
such payment date, and (y) "stay bonuses" to be paid on the earlier to occur of
(A) the merger of Bank with Summit Bank or (B) six months after the Closing
Date, to employees designated by the Board of Directors of BMJ (after
consultation with Summit) who continue to be employees of BMJ or a subsidiary or
affiliate on such payment date and execute a release of claims against Summit
and its affiliates, provided, that the sum of (x) and (y) not shall exceed
$450,000 in the aggregate, or (ii) increase or enter into any agreement to
increase the rate of compensation of any employee on the date hereof which is
not consistent with past practices and policies and which when considered with
all such increases or agreements to increase constitutes an average annualized
rate not exceeding four percent (4%);

(g) except as provided in Section 4.05(f), create, adopt or modify any
employment, termination or severance arrangement or any pension or profit
sharing plan, bonus, deferred compensation, death benefit, retirement

A-17
<PAGE>

or other employee or director benefit or welfare plan of whatsoever nature, or
change the level of benefits under any such arrangement or plan, or increase any
severance or termination pay benefit or any other fringe benefit, or make,
increase or amend in any manner any grant or award under any compensation plan,
including stock incentive and stock option plans;

(h) distribute, issue, sell or grant any of its Equity Securities, any stock
appreciation rights, derivative securities or stock-based cash rights except
pursuant to the terms of the BMJ Dividend Plan and pursuant to the exercise of
director and employee stock options under the BMJ Option Plans;

(i) except in a fiduciary capacity, purchase, redeem, retire, repurchase, or
exchange, or otherwise acquire or dispose of, directly or indirectly, any of its
Equity Securities, whether pursuant to the terms of such Equity Securities or
otherwise, or enter into any agreement providing for any of the foregoing
transactions;

(j) amend its Certificate of Incorporation or By-Laws;

(k) modify, amend or cancel any of its existing borrowings other than
intra-corporate borrowings and borrowings of federal funds from correspondent
banks and the Federal Reserve Bank of New York or the Federal Home Loan Bank of
New York or enter into any contract, agreement, lease or understanding, or any
contracts, agreements, leases or understandings other than those in the ordinary
course of business or which do not involve the creation of any material
obligation or release of any material right of BMJ or any of its subsidiaries,
taken as a whole;

(l) create, or accelerate the exercisability of, any stock appreciation
rights or options or the release of any restrictions on stock issued under the
BMJ Benefit Plans;

(m) make any employer contribution to a BMJ Plan or a Benefit Plan which
under the terms of the particular plan is voluntary and within the sole
discretion of BMJ to make, except matching employer contributions made in
accordance with plan terms in effect on the date hereof;

(n) make any determination or take any action, by its Compensation Committee
or otherwise, under or with respect to any BMJ Option Plan other than routine
administration of outstanding awards thereunder;

(o) amend or exercise any discretion to change the current terms of the BMJ
Dividend Plan or issue any BMJ Stock under the BMJ Dividend Plan at a discount.

Section 4.06. Operation of Business in Ordinary Course. BMJ, on behalf of
itself and its subsidiaries, covenants and agrees that from and after the date
hereof and until the Effective Time, it and its subsidiaries: (a) will carry on
their business substantially in the same manner as heretofore and will not
institute any unusual or novel methods of management or operation of their
properties or business and will maintain such in their customary manner; (b)
will use their best efforts to continue in effect their present insurance
coverage on all properties, assets, business and personnel; (c) will use their
best efforts to preserve their business organization intact, preserve their
present relationships with customers, suppliers, and others having business
dealings with them, and keep available their present employees, provided,
however, that BMJ or any of its subsidiaries may terminate any employee for
unsatisfactory performance or other reasonable business purpose, and provided
further, however, that BMJ will notify and consult with Summit prior to
terminating any of the five highest paid employees of BMJ; (d) will use their
best efforts to continue to maintain fidelity bonds insuring BMJ and its
subsidiaries against acts of dishonesty by each of their employees in such
amounts (not less than present coverage) as are customary, usual and prudent for
corporations or banks, as the case may be, of their size; (e) will not do
anything or fail to do anything which will cause a breach of or default under
any representation, warranty or covenant of BMJ or any contract, agreement,
commitment or obligation to which they or any one of them is a party or by which
they or any of their assets or properties may be bound or committed if the
consequence of such, individually or in the aggregate, would be likely to have a
material adverse effect on BMJ and its subsidiaries taken as a whole; and (f)
will not change their methods of accounting in effect at December 31, 1995, or
change any of their methods of reporting income and deductions for Federal
income tax purposes from those employed in the preparation of their Federal
income tax returns for the taxable year ending December 31, 1995, except as
required by changes in laws, regulations or generally accepted accounting
principles or changes that are to a preferable accounting method, and approved
in writing by BMJ's independent certified public accountants.

A-18
<PAGE>

Section 4.07. Further Actions. BMJ will: (a) execute and deliver such
instruments and take such other actions as Summit may reasonably require to
carry out the intent of this Agreement; (b) use all reasonable efforts to obtain
consents of all third parties and governmental bodies necessary or reasonably
desirable for the consummation of the transactions contemplated by this
Agreement; (c) diligently support this Agreement in any proceeding before any
regulatory authority whose approval of any of the transactions contemplated
hereby is required or reasonably desirable or before any court in which
litigation in respect thereof is pending; and (d) use its best efforts so that
the other conditions precedent to the obligations of Summit set forth in
Articles VI and VII hereof are satisfied.

Section 4.08. Cooperation. Until the Effective Time, BMJ will give to Summit
and to its representatives, including its accountants, KPMG Peat Marwick LLP,
and its legal counsel, full access during normal business hours to all of its
property, documents, contracts and records relevant to this Agreement and the
Merger, will provide such information with respect to its business affairs and
properties as Summit from time to time may reasonably request, and will cause
its managerial employees, and will use its best efforts to cause its counsel and
independent certified public accountants, to be available on reasonable request
to answer questions of Summit's representatives covering the business and
affairs of BMJ or any of its subsidiaries.

Section 4.09. Copies of Documents. As promptly as practicable, but not later
than 45 days after the date hereof, BMJ will furnish to or make available to
Summit all the documents, contracts, agreements, papers, and writings referred
to in the BMJ Schedules or called for by the list attached hereto as Exhibit B
(the "Post-Signing Disclosure List").

Section 4.10. Applicable Laws. BMJ and its subsidiaries will use their best
efforts to comply promptly with all requirements which federal or state law may
impose on BMJ or any of its subsidiaries with respect to the Merger and will
promptly cooperate with and furnish information to Summit in connection with any
such requirements imposed upon Summit or on any of its subsidiaries in
connection with the Merger.

Section 4.11. Agreements of Affiliated Shareholders. BMJ agrees to furnish to
Summit, not later than 10 business days prior to the date of mailing of the
Proxy-Prospectus, a list of all persons who, in the opinion of Covington &
Burling, special counsel to BMJ, are affiliates of BMJ for the purposes of Rule
145 under the Securities Act (a "BMJ Affiliate") and shall use its best efforts
to cause each BMJ Affiliate to enter into, prior to the date of mailing of the
Proxy-Prospectus, an agreement, satisfactory in form and substance to Summit,
substantially in the form of Exhibit C hereto, and effective prior to such date
(an "Affiliate Agreement").

Section 4.12. Loans and Leases to Affiliates. All loans and leases hereafter
made by BMJ or any of its subsidiaries to any of its present or former directors
or executive officers or their respective related interests shall be made only
in the ordinary course of business and on the same terms and at the same
interest rates as those prevailing for comparable transactions with others and
shall not involve more than the normal risk of repayment or present other
unfavorable features.

Section 4.13. Confidentiality. All information furnished by Summit to BMJ or
its representatives pursuant hereto shall be treated as the sole property of
Summit and, if the Merger shall not occur, BMJ and its representatives shall
return to Summit all of such written information and all documents, notes,
summaries or other materials containing, reflecting or referring to, or derived
from, such information, except that any such confidential information or notes
or abstracts therefrom presented to the Board of Directors of BMJ or any
committee thereof for the purpose of considering this Agreement, the Merger and
the related transactions may be kept and maintained by BMJ with other records of
Board, and Board committee, meetings subject to a continuing obligation of
confidentiality. BMJ shall, and shall use its best efforts to cause its
representatives to, keep confidential all such information, and shall not
directly or indirectly use such information for any competitive or other
commercial purposes. The obligation to keep such information confidential shall
continue for five years from the date the proposed Merger is abandoned and shall
not apply to: (i) any information which (x) was legally in BMJ's possession
prior to the disclosure thereof by Summit, (y) was then generally known to the
public, or (z) was disclosed to BMJ by a third party not bound by an obligation
of confidentiality; or (ii) disclosures made as required by law. It is further
agreed that if, in the absence of a protective order or the receipt of a waiver
hereunder, BMJ is nonetheless, in the written opinion of its outside counsel,
compelled to disclose information con-

A-19
<PAGE>

cerning Summit to any tribunal or governmental body or agency or else stand
liable for contempt or suffer other censure or penalty, BMJ may disclose such
information to such tribunal or governmental body or agency without liability
hereunder and shall so notify Summit. This Section 4.13 shall survive any
termination of this Agreement.

Section 4.14. Dividends. BMJ will coordinate with Summit the declaration of
any dividends and the record and payment dates thereof so that the holders of
BMJ Stock will not be paid two dividends for a single calendar quarter with
respect to their shares of BMJ Stock and any shares of Summit Stock they become
entitled to receive in the Merger or fail to be paid one dividend in each
calendar quarter between the date hereof and the Effective Time. BMJ will notify
Summit at least five business days prior to any proposed dividend declaration
date.

Section 4.15. Acquisition Proposals. BMJ agrees that neither BMJ nor any of
its subsidiaries nor any of the respective officers and directors of BMJ or its
subsidiaries shall, and BMJ shall direct and use its best effort to cause its
employees, affiliates, agents and representatives (including, without
limitation, any investment banker, broker, financial or investment advisor,
attorney or accountant retained by BMJ or any of its subsidiaries) not to,
initiate, solicit or encourage, directly or indirectly, any inquiries, proposals
or offers with respect to, or engage in any negotiations or discussions with any
person, provide any nonpublic information, or authorize or enter into any
agreement or agreement in principle concerning, or recommend, endorse or
otherwise facilitate any effort or attempt to induce or implement any
Acquisition Proposal (as defined below); provided however, that the Board of
Directors of BMJ may furnish or cause to be furnished nonpublic information and
may participate in such discussions directly or through its representatives
concerning an Acquisition Proposal, if such Board of Directors has determined,
after having consulted with and received the written opinion of outside counsel
to the effect, that the failure to provide such nonpublic information or
participate in such discussions would cause the members of such Board of
Directors to breach their fiduciary duties under applicable laws. "Acquisition
Proposal" is hereby defined to be any offer, including an exchange offer or
tender offer, or proposal concerning a merger, consolidation, or other business
combination or takeover transaction involving BMJ or any of its subsidiaries or
the acquisition of any assets (otherwise than as permitted by Section 4.05) or
securities of BMJ or any of its subsidiaries. BMJ will immediately cease and
cause to be terminated any existing activities, discussion or negotiations with
any parties conducted heretofore with respect to any of the foregoing. BMJ will
take the necessary steps to inform the individuals or entities referred to in
the first sentence hereof of the obligations undertaken in this Section. In
addition, BMJ will notify Summit by telephone to its chief executive officer or
general counsel promptly upon receipt of any communication with respect to a
proposed Acquisition Proposal with another person or receipt of a request for
information from any governmental or regulatory authority with respect to a
proposed acquisition of BMJ or any of its subsidiaries or assets by another
party, and will immediately deliver as soon as possible by facsimile
transmission, receipt acknowledged, to the Summit officer notified as required
above a copy of any document relating thereto promptly after any such document
is received by BMJ.

Section 4.16 Tax Opinion Certificates. BMJ shall execute and deliver to
Thompson Coburn any tax opinion certificate reasonably required by Thompson
Coburn in connection with the issuance of the Tax Opinions (as defined at
Section 6.03), dated as of the date of effectiveness of the Registration
Statement and as of the Closing Date, and BMJ shall cause each of its executive
officers, directors and holders of five percent (5%) or more of outstanding BMJ
Stock (including shares beneficially held) to execute and deliver to Thompson
Coburn any tax opinion certificate reasonably required by Thompson Coburn in
connection with the issuance of one or more of the Tax Opinions, dated as of the
date of effectiveness of the Registration Statement and as of the Closing Date.

Section 4.17 Best Efforts to Ensure Pooling. BMJ agrees to use, and agrees to
cause each of its subsidiaries to use, its and their best efforts to cause the
Merger to qualify for pooling-of-interests accounting treatment.

A-20
<PAGE>

ARTICLE V.

COVENANTS OF SUMMIT

Summit hereby covenants and agrees with BMJ that:

Section 5.01. Approvals and Registrations. Based on such assistance of and
cooperation BMJ as Summit shall reasonably request, Summit will use its best
efforts to prepare and file (a) with the SEC, the Registration Statement, (b)
with the Federal Reserve Board, an application for approval of the Merger, and
(c) with the New York Stock Exchange, an application for the listing of the
shares of Summit Stock issuable upon the Merger, subject to official notice of
issuance, except that Summit shall have no obligation to file a new registration
statement or a post-effective amendment to the Registration Statement covering
any reoffering of Summit Stock by BMJ Affiliates. Summit covenants and agrees
that all information furnished by Summit for inclusion in the Registration
Statement, the Proxy-Prospectus, and all applications and submissions for the
Required Consents will comply in all material respects with the provisions of
applicable law, including the Securities Act and the Exchange Act and the rules
and regulations of the SEC and the Federal Reserve Board and will not contain
any untrue statement of a material fact and will not omit to state any material
fact required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. Summit will furnish to Bear Stearns, investment bankers advising
BMJ, such information as they may reasonably request for purposes of the opinion
referred to in Section 8.07.

Section 5.02. Notice of Adverse Changes. Summit will promptly advise BMJ in
writing of (a) any event occurring subsequent to the date of this Agreement
which would render any representation or warranty of Summit contained in this
Agreement or the Summit Schedules, if made on or as of the date of such event or
the Closing Date, untrue or inaccurate in any material respect, (b) any Summit
Material Adverse Change, (c) any inability or perceived inability of Summit to
perform or comply with the terms or conditions of this Agreement, (d) the
institution or threat of institution of material litigation or administrative
proceeding involving Summit or its assets which, if determined adversely to
Summit, would have a material adverse effect on Summit and its subsidiaries
taken as a whole or the Merger, (e) any governmental complaint, investigation,
or hearing or communication indicating that such litigation or administrative
proceeding is contemplated, (f) any written notice of, or other communication
relating to, a default or event which, with notice or lapse of time or both,
would become a default, received by Summit subsequent to the date hereof and
prior to the Effective Time, under any agreement, indenture or instrument to
which Summit is a party or is subject and which is material to the business,
operation or condition (financial or otherwise) of Summit and its subsidiaries
taken as a whole, and (g) any written notice or other communication from any
third party alleging that the consent of such third party is or may be required
in connection with the transactions contemplated by this Agreement including the
Merger. Summit agrees that the delivery of such notice shall not constitute a
waiver by BMJ of any of the provisions of Articles VI or VIII.

Section 5.03. Copies of Filings. Summit shall promptly provide to BMJ and its
counsel copies of the applications filed with the Federal Reserve Board and all
reports filed by it with the SEC on Forms 10-Q, 8-K and 10-K.

Section 5.04. Further Actions. Summit will: (a) execute and deliver such
instruments and take such other actions as BMJ may reasonably require to carry
out the intent of this Agreement; (b) use all reasonable efforts to obtain
consents of all third parties and governmental bodies necessary or reasonably
desirable for the consummation of the transactions contemplated by this
Agreement; (c) diligently support this Agreement in any proceeding before any
regulatory authority whose approval of any of the transactions contemplated
hereby is required or reasonably desirable or before any court in which
litigation in respect thereof is pending; and (d) use its best efforts so that
the other conditions precedent to the obligations of BMJ set forth in Articles
VI and VIII hereof are satisfied.

Section 5.05. Applicable Laws. Summit will use its best efforts to comply
promptly with all requirements which federal or state law may impose on Summit
with respect to the Merger and will promptly cooperate with and furnish
information to BMJ in connection with any such requirements imposed upon BMJ or
on any of its subsidiaries in connection with the Merger.

A-21
<PAGE>

Section 5.06. Unpaid BMJ Dividends. By virtue of the Merger and without
further action on anyone's part, Summit shall assume the obligation of BMJ to
pay dividends, if any, on BMJ Stock which have a record date prior to the
Effective Time but which are not payable until after the Effective Time.

Section 5.07. Cooperation. Until the Effective Time, Summit will provide such
information with respect to its business affairs and properties as BMJ from time
to time may reasonably request, and will cause its managerial employees, counsel
and independent certified public accountants to be available on reasonable
request to answer questions of BMJ's representatives covering the business and
affairs of Summit or any of its subsidiaries.

Section 5.08. Confidentiality. All information furnished by BMJ to Summit or
its representatives pursuant hereto shall be treated as the sole property of BMJ
and, if the Merger shall not occur, Summit and its representatives shall return
to BMJ all of such written information and all documents, notes, summaries or
other materials containing, reflecting or referring to, or derived from, such
information, except that any such confidential information or notes or abstracts
therefrom presented to the Board of Directors of Summit or any committee thereof
for the purpose of considering this Agreement, the Merger and the related
transactions may be kept and maintained by Summit with other records of Board,
and Board committee, meetings subject to a continuing obligation of
confidentiality. Summit shall, and shall use its best efforts, to cause its
representatives to, keep confidential all such information, and shall not
directly or indirectly use such information for any competitive or other
commercial purposes. The obligation to keep such information confidential shall
continue for five years from the date the proposed Merger is abandoned and shall
not apply to: (i) any information which (x) was legally in Summit's possession
prior to the disclosure thereof by BMJ, (y) was then generally known to the
public, or (z) was disclosed to Summit by a third party not bound by an
obligation of confidentiality; or (ii) disclosures made as required by law. It
is further agreed that if, in the absence of a protective order or the receipt
of a waiver hereunder, Summit is nonetheless, in the written opinion of its
counsel, compelled to disclose information concerning BMJ to any tribunal or
governmental body or agency or else stand liable for contempt or suffer other
censure or penalty, Summit may disclose such information to such tribunal or
governmental body or agency without liability hereunder and shall so notify BMJ
in advance to the extent practicable. This Section 5.08 shall survive any
termination of this Agreement.

Section 5.09. Further Transactions. Summit continually evaluates possible
acquisitions and may prior to the Effective Time enter into one or more
agreements providing for, and may consummate the acquisition by it of another
bank, association, bank holding company, savings and loan holding company or
other company (or the assets thereof) for consideration that may include Summit
Stock. In addition, prior to the Effective Time, Summit may, depending on market
conditions and other factors, otherwise determine to issue equity-linked or
other securities for financing purposes. Notwithstanding the foregoing, Summit
will not take any such action that would (i) prevent the transactions and
contemplated hereby from qualifying as a reorganization within the meaning of
Section 368 of the Code or (ii) materially impede or delay receipt of any
Required Consent or the consummation of the transactions contemplated by this
Agreement for more than 60 days.

Section 5.10. Indemnification.

(a) Summit shall indemnify, and advance expenses in matters that may be
subject to indemnification to, persons who served as directors and officers of
BMJ or any subsidiary of BMJ on or before the Effective Time with respect to
liabilities and claims (and related expenses, including fees and disbursements
of counsel) made against them resulting from their service as such prior to the
Effective Time in accordance with and subject to the requirements and other
provisions of the Restated Certificate of Incorporation and By-Laws of Summit in
effect on the date of this Agreement and applicable provisions of law to the
same extent as Summit is obliged thereunder to indemnify and advance expenses to
its own directors and officers with respect to liabilities and claims made
against them resulting from their service for Summit.

(b) For a period of six (6) years after the Effective Time, Summit will use
its best efforts to provide to the persons who served as directors or officers
of BMJ or any subsidiary of BMJ on or before the Effective Time insurance
against liabilities and claims (and related expenses) made against them
resulting from their service as such prior to the Effective Time comparable in
coverage to that provided by Summit to its own directors and officers, but, if
not available on commercially reasonable terms, then coverage substantially
similar in all mate-

A-22
<PAGE>

rial respects to the insurance coverage provided to them in such capacities at
the date hereof; provided, however, that in no event shall Summit be required to
expend more than 200% of the current amount expended by BMJ (the Insurance
Amount ) to maintain or procure insurance coverage pursuant hereto, and, further
provided, that if Summit is unable to maintain or obtain the insurance called
for by this Section 5.10, Summit shall use its best efforts to obtain as much
comparable insurance as is available for the Insurance Amount. BMJ shall renew
any existing insurance or purchase any discovery period insurance provided for
thereunder at Summit s request.

(c) This Section 5.10 shall be construed as an agreement as to which the
directors and officers of BMJ referred to herein are intended to be third party
beneficiaries and shall be enforceable by the such persons and their heirs and
representatives.

Section 5.11. Employee Matters.

(a) After the Effective Time, Summit may in its discretion maintain,
terminate, merge or dispose of (i) the BMJ Plans, (ii) the Benefit Plans, and
(iii) any and all other medical, major medical, disability, life insurance,
accidental death and dismemberment insurance, dental, vision care, or other
health or welfare plan maintained by BMJ (the "Health or Welfare Plans");
provided, however, that any action taken by Summit shall comply with ERISA and
any other applicable laws, including laws regarding the preservation of employee
pension benefit plan benefits and, provided further, that if Summit maintains a
plan available to all its employees generally which is similar in benefits,
character or nature to, or which covers risks similar to those covered by, a BMJ
Plan, a Benefit Plan or a Health or Welfare Plan available to all BMJ employees
generally, then, if such BMJ plan is terminated by Summit or is otherwise
rendered inactive by Summit, Summit shall offer to the former employees of BMJ
affected by such plan termination or cessation of activity the opportunity to
participate in the similar plan of Summit without being subject to any
exclusions due to pre-existing conditions and such employees shall be given
credit for years of service with BMJ for purposes of eligibility, vesting and
benefit accrual purposes, except benefit accruals under the Summit Retirement
Plan, Summit supplemental employee retirement plans and Summit severance plans.

(b) After the Effective Time, BMJ employees shall not be entitled to
participate automatically in benefits plans, programs or arrangements of Summit
not maintained by Summit for its employees generally, including without
limitation bonus plans, stock option plans, stock award plans, severance plans
and reduction in force plans, but shall be allowed to participate if and only if
selected for participation by the persons authorized by the terms of such plans
to select participants.

ARTICLE VI.

CONDITIONS PRECEDENT TO THE RESPECTIVE OBLIGATIONS OF SUMMIT AND BMJ

The respective obligations of Summit and BMJ under this Agreement to
consummate the Merger are subject to the satisfaction of all the following
conditions, compliance with which or the occurrence of which may only be waived
in whole or in part in writing by Summit and BMJ in accordance with Section
10.09:

Section 6.01. Receipt of Required Consents. Summit and BMJ shall have
received the Required Consents; the Required Consents shall not, in the
reasonable opinion of Summit or BMJ, contain restrictions or limitations which
would materially adversely affect the financial condition of Summit after
consummation of the Merger; the Required Consents and the transactions
contemplated hereby shall not on the Closing Date be contested by any federal or
state governmental authority; and on the Closing Date the Required Consents
needed for the Merger shall have been obtained and shall not have been withdrawn
or suspended.

Section 6.02. Effective Registration Statement. The Registration Statement
shall have been declared effective by the SEC; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and remain in
effect on the Closing Date; and no proceeding for that purpose shall have been
initiated or, to the knowledge of Summit or BMJ, shall be contemplated or
threatened by the SEC on the Closing Date.

Section 6.03. Tax Matters. At the time of effectiveness of the Registration
Statement and at the Closing Date, Summit and BMJ shall have received from
Thompson Coburn an opinion (the "Tax Opinion"), reasonably satisfactory in form
and substance to them, to the effect that (a) the Merger will constitute a
tax-free reorganization within the meaning of Section 368 of the Code, (b)
except with respect to fractional share interests, hold-

A-23
<PAGE>

ers of BMJ Stock who receive solely Summit Stock in the Merger will not
recognize gain or loss for federal income tax purposes, (c) the basis of such
Summit Stock (including any fractional share for which cash is received) will
equal the basis of the BMJ Stock for which it is exchanged and (d) the holding
period of such Summit Stock (including any fractional share for which cash is
received) will include the holding period of the BMJ Stock for which it is
exchanged, assuming that such BMJ Stock is a capital asset in the hands of the
holder thereof at the Effective Time.

In addition, no condition or set of facts or circumstances shall exist at the
Closing Date which will either (x) preclude any of the parties to this Agreement
from satisfying the terms or conditions of, or assumptions made in, the Tax
Opinions, as the case may be, or (y) result in any of the factual assumptions
contained in the Tax Opinions being untrue.

Section 6.04. Absence of Litigation. At the Closing Date, no investigation by
any state or federal agency, and no action, suit, arbitration or proceeding
before any court, state or federal agency, panel or governmental or regulatory
body or authority, shall have been instituted or threatened against Summit or
any of its subsidiaries, or BMJ or any of its subsidiaries, that is material to
the Merger or to the financial condition of Summit and its subsidiaries taken as
a whole or BMJ and its subsidiaries taken as a whole, as the case may be. At the
Closing Date, no order, decree, judgment, or regulation shall have been entered
or law or regulation adopted by any such agency, panel, body or authority which
enjoined or has a material adverse effect upon the Merger or on the financial
condition of Summit and its subsidiaries taken as a whole or BMJ and its
subsidiaries taken as a whole, as the case may be.

Section 6.05. NYSE Listing. At the Closing Date, the shares of Summit Stock
to be issued in the Merger shall have been listed on the New York Stock
Exchange, subject to official notice of issuance.

ARTICLE VII.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUMMIT

The obligation of Summit to consummate the Merger is subject to the
satisfaction of all of the following conditions, compliance with which or the
occurrence of which may be waived in whole or in part by Summit in writing in
accordance with Section 10.09:

Section 7.01. No Adverse Changes. During the period from December 31, 1995 to
the Closing Date there shall not have been any BMJ Material Adverse Change, and
BMJ and its subsidiaries shall have not sustained any material loss or damage to
their properties, whether or not insured, which materially affects the ability
of BMJ and its subsidiaries, taken as a whole, to conduct their business.

Section 7.02. Representations and Covenants. Except with respect to matters
resulting from transactions specifically contemplated by this Agreement, all
representations and warranties made by BMJ in this Agreement and the BMJ
Schedules and the material furnished pursuant to the Post-Signing Disclosure
List shall be true and correct in all material respects on the date of this
Agreement, and in all material respects on the Closing Date with the same force
and effect as if such representations and warranties were made on the Closing
Date. BMJ shall have complied in all material respects with all covenants and
agreements contained herein to be performed by BMJ on or before the Closing
Date.

Section 7.03. Secretary's Certificate. BMJ shall have furnished to Summit a
certificate dated the Closing Date to which shall be attached copies of all
resolutions adopted or minutes of actions taken by the Board of Directors
(including committees thereof) and shareholders of BMJ relating to this
Agreement, the Option Agreement and the Merger and related transactions, which
such certificate shall be signed by the Secretary of BMJ and certify to the
satisfaction of the condition set forth in Section 7.09 and the trueness,
correctness, completeness and continuing effectiveness of all resolutions and
actions contained or referenced in the aforementioned attachments.

Section 7.04. Officer's Certificate. BMJ shall have furnished to Summit a
certificate signed by the President of BMJ, dated the Closing Date, certifying
to the satisfaction of the conditions set forth at Sections 6.01, 6.02 (last
clause), 6.03 (last paragraph) and Section 6.04, as they relate to BMJ, and at
Sections 7.01, 7.02, 7.07, 7.10 and 7.13.

A-24
<PAGE>

Section 7.05. Opinion of BMJ's Counsel. Summit shall have received an opinion
of counsel to BMJ, dated the Closing Date and reasonably satisfactory in form
and substance to counsel for Summit, substantially to the effect provided in
Exhibit D.

Section 7.06. Approvals of Legal Counsel. All actions, proceedings,
instruments and documents required to carry out the transactions contemplated by
this Agreement or incidental thereto and all related legal matters shall be
reasonably satisfactory to counsel to Summit, and such counsel shall have been
furnished with certified copies of actions and proceedings and such other
documents and instruments as they shall have reasonably requested.

Section 7.07. Consents to BMJ Contracts. All consents, approvals or waivers,
in form and substance reasonably satisfactory to Summit, required to be obtained
in connection with the Merger from other parties to each mortgage, note, lease,
permit, franchise, loan or other agreement or contract to which BMJ or any of
its subsidiaries is a party or by which they or any of their assets or
properties may be bound or committed, which contract is material to the
business, franchises, operations, assets or financial condition (financial or
otherwise) of BMJ and its subsidiaries on a consolidated basis, shall have been
obtained.

Section 7.08. FIRPTA Affidavit. BMJ shall have delivered to Summit an
affidavit of an executive officer of BMJ stating, under penalties of perjury,
that BMJ is not and has not been a United States real property holding company
(as defined in Section 897(c)(2) of the Code) during the applicable period
specified in Section 897(c)(1)(A)(ii) of the Code.

Section 7.09. Shareholder Approval. The shareholders of BMJ, at the meeting
contemplated by this Agreement, shall have authorized and approved the Merger
and this Agreement and all transactions contemplated by this Agreement as and to
the extent required by all applicable laws and regulations and the provisions of
BMJ s Certificate of Incorporation and By-Laws.

Section 7.10. Absence of Regulatory Agreements. Neither BMJ nor any BMJ
subsidiary shall be a party to any agreement or memorandum of understanding
with, or commitment letter to, or board of directors resolution submitted to or
similar undertaking made to, or be subject to any order or directive by, or be a
recipient of any extraordinary supervisory letter from, any governmental or
regulatory authority which restricts materially the conduct of its respective
business or has a material adverse effect upon the Merger or upon the financial
condition of Bank or BMJ and its subsidiaries taken as a whole, and neither BMJ
nor Bank shall have been advised by any governmental or regulatory authority
that such authority is contemplating issuing or requesting, or considering the
appropriateness of issuing or requesting, any of the foregoing.

Section 7.11. [omitted]

Section 7.12. Affiliate Agreements. Each person who is a BMJ Affiliate
shall have delivered to Summit an executed Affiliate Agreement.

Section 7.13. [omitted]

The receipt of the documents required by this Article VII by Summit shall in no
way constitute a waiver by Summit of any of the provisions of or its rights
under this Agreement.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF BMJ

The obligation of BMJ to consummate the Merger is subject to the satisfaction
of all of the following conditions, compliance with which or the occurrence of
which may be waived in whole or in part by BMJ in writing in accordance with
Section 10.09:

Section 8.01. No Adverse Changes. During the period from December 31, 1995 to
the Closing Date there shall not have been any Summit Material Adverse Change,
and Summit and its subsidiaries shall not have sustained any material loss or
damage to their properties, whether or not insured, which materially affects the
ability of Summit and its subsidiaries, taken as a whole, to conduct their
business.

A-25
<PAGE>

Section 8.02. Representations and Covenants. Except with respect to matters
resulting from transactions specifically contemplated by this Agreement, all
representations and warranties made by Summit in this Agreement shall be true
and correct in all material respects on the date of this Agreement and, in all
material respects, on the Closing Date with the same force and effect as if such
representations and warranties were made on the Closing Date. Summit shall have
complied in all material respects with all covenants and agreements contained
herein or therein to be performed by Summit on or before the Closing Date. The
entry by Summit after the date hereof into any agreement to acquire any company
or other entity, the issuance of up to $1 billion of debt or equity or a
combination of debt and equity in public or private offerings, and the issuance
of Series R Preferred Stock pursuant to Summit's Shareholder Rights Plan, the
redemption or repurchase by Summit of its Common Stock, Series B Adjustable Rate
Cumulative Preferred Stock, Series C Adjustable Rate Cumulative Preferred Stock,
the Rights attached to Summit Common Stock or the Series R Preferred Stock
issuable pursuant to Summit's Shareholder Rights Plan, and any transactions
reasonably necessary or appropriate in connection therewith, are specifically
permitted by this Agreement.

Section 8.03. Secretary's Certificate. Summit shall have furnished to BMJ a
certificate dated the Closing Date to which shall be attached copies of all
resolutions adopted or minutes of actions taken by the Board of Directors
(including committees thereof) of Summit relating to this Agreement, the Merger
Agreement and the Merger and related transactions, which such certificate shall
be signed by the Secretary of Summit and certify to the trueness, correctness,
completeness and continuing effectiveness of all resolutions and actions
contained or referenced in the aforementioned attachments.

Section 8.04. Officer's Certificate. Summit shall have furnished to BMJ a
certificate signed by the Chairman, Vice Chairman, President or an Executive
Vice President of Summit, dated the Closing Date, certifying to the satisfaction
of the conditions set forth at Sections 6.01 and 6.02, the last paragraph of
Section 6.03, and Sections 6.04 and 6.05, as they relate to Summit, and Sections
8.01, 8.02 and 8.08.

Section 8.05. Opinion of Summit Counsel. BMJ shall have received an opinion
of the General Counsel of Summit, dated the Closing Date and reasonably
satisfactory in form and substance to counsel for BMJ, substantially to the
effect provided in Exhibit E.

Section 8.06. Approvals of Legal Counsel. All actions, proceedings,
instruments and documents required to carry out the transactions contemplated by
this Agreement or incidental thereto and all related legal matters shall be
reasonably satisfactory to counsel to BMJ, and such counsel shall have been
furnished with certified copies of actions and proceedings and such other
documents and instruments as they shall have reasonably requested.

Section 8.07. Fairness Opinion. The Proxy-Prospectus shall have contained the
favorable signed opinion of Bear Stearns, dated the date of the Proxy-Prospectus
or a date not more than five business days prior thereto, regarding the fairness
from a financial point of view of the consideration to be received by the
shareholders of BMJ in the Merger.

Section 8.08. Absence of Regulatory Agreements. Neither Summit nor any of its
bank subsidiaries shall be a party to any agreement or memorandum of
understanding with, or commitment letter to, or board of directors resolution
submitted to or similar undertaking made to, or be subject to any order or
directive by, or be a recipient of any extraordinary supervisory letter from,
any governmental or regulatory authority which restricts materially the conduct
of Summit's business or has a material adverse effect upon the Merger or upon
the financial condition of Summit and its subsidiaries taken as a whole, and
neither Summit nor any of its bank subsidiaries shall have been advised by any
governmental or regulatory authority that such authority is contemplating
issuing or requesting, or considering the appropriateness of issuing or
requesting, any of the foregoing.

Section 8.09. BMJ Shareholder Approval. The shareholders of BMJ, at the
meeting contemplated by this Agreement, shall have authorized and approved the
Merger and this Agreement and all transactions contemplated by this Agreement as
and to the extent required by all applicable laws and regulations and the
provisions of BMJ's Certificate of Incorporation and By-Laws.

The receipt of the documents required by this Article VIII by BMJ shall in no
way constitute a waiver by BMJ of any of the provisions of or its rights under
this Agreement.

A-26
<PAGE>

ARTICLE IX

CLOSING; TERMINATION RIGHTS

Section 9.01. Closing. Unless a different place and time are agreed to by the
parties hereto, the closing of the Merger (the "Closing") shall take place on a
date determined by Summit on at least five business days notice (the "Closing
Notice") given to BMJ, at the office of Summit, 301 Carnegie Center, Princeton,
New Jersey, commencing at 10:00 a.m., which date shall not be later than 45
business days after the last to occur of the following:

(a) the date of the approval of the Merger by the shareholders of BMJ in
accordance with Section 7.09;

(b) if the transactions contemplated by this Agreement are being contested in
any legal proceeding, the date that such proceeding has been brought to a
conclusion favorable, in the judgment of Summit and BMJ, to the consummation of
the transactions contemplated herein or such prior date as Summit and BMJ shall
elect, whether or not such proceeding has been brought to a conclusion; or

(c) the date of receipt of the last of the Required Consents (and the
expiration of any required waiting period required by statute or incorporated
into such Required Consents);

such date is sometimes referred to herein as the "Closing Date". At the Closing,
the parties will exchange certificates, legal opinions and other documents for
the purpose of determining whether the conditions precedent to the obligations
of the parties set forth herein have been satisfied or waived. After all such
conditions have been satisfied or waived, Summit shall cause the Certificate of
Merger to be filed with the New Jersey Secretary of State in accordance with
Section 1.06. All proceedings to be taken and all documents to be executed and
delivered by all parties at the Closing shall be deemed so taken, executed and
delivered simultaneously, and no proceedings shall be deemed taken or any
documents executed or delivered until all have been taken, executed or
delivered.

Section 9.02. Termination Rights.

(a) The Boards of Directors of BMJ and Summit may terminate this Agreement by
mutual consent at any time prior to the Effective Time. In addition, if either
party shall refuse to close because, on the date on which the Closing must be
held as determined by Section 9.01, all the conditions precedent to its
obligation to close under Article VI shall not have been met, the Board of
Directors of such party may terminate this Agreement by giving written notice of
such termination to the other party. Furthermore, the Board of Directors of
either party may terminate this Agreement in the event that:

(i) the shareholders of BMJ at the meeting of shareholders contemplated by
Section 4.03, called for the purpose of approving the Merger, this
Agreement and the transactions contemplated by this Agreement, upon
voting, shall have failed to approve the Merger, this Agreement and the
transactions contemplated hereby by the requisite vote, or

(ii) a material breach of a warranty or representation or covenant made by
the other party shall have occurred and such breach has not been cured,
or is not capable of being cured, within 30 days after written notice
of the existence thereof shall have been given to the other party
(provided that the terminating party is not then in material breach of
any representation, warranty, covenant or other agreement contained
herein);

(iii) BMJ's investment banker is unable to deliver to BMJ by January 31, 1997
the opinion required by Section 8.07; or

(iv) the Closing is not consummated on or before June 30, 1997, unless the
failure of such occurrence shall be due solely to the failure of the
party seeking to terminate this Agreement to perform or observe its
agreements set forth in this Agreement required to be performed or
observed by such party on or before the Closing Date.

(b) If either party shall refuse to close because, on the date on which the
Closing must be held as determined by Section 9.01, all the conditions to its
obligation to close (other than a condition set forth in Article VI) shall not
have been met (other than a failure of the condition set forth at Section 7.09
or 8.09 due to the circum-

A-27
<PAGE>

stances set forth in Section 9.02(a)(i) hereof or a failure of the condition set
forth at Section 8.07 due to the circumstances set forth at Section 9.02(a)(iii)
hereof), the Board of Directors of such party may terminate this Agreement by
giving written notice of such termination to the other party.

(i) the obligations of the parties under this Agreement (except for those
under this Section 9.02 and Sections 4.13 and 5.08) shall terminate and
be of no further force or effect and each party shall be mutually
released and discharged from liability to the other party or to any
third parties hereunder, and

(ii) no party shall be liable to any other party for any costs or expenses
paid or incurred in connection herewith by such other party, except that
expenses incurred in connection with printing the Proxy- Prospectus and
the Registration Statement, and the filing fees of regulatory
authorities or self-regulatory organizations, shall be borne equally by
Summit and BMJ; provided, however, that: (A) if BMJ terminates this
Agreement pursuant to Section 9.02(a)(ii) or Section 9.02(b), Summit
shall reimburse BMJ for its out-of-pocket expenses reasonably incurred
in connection with this Agreement, including counsel fees and the
printing and filing fees referred to above, but excluding any brokers',
finders' or investment bankers' fees; and (B) if Summit terminates this
Agreement pursuant to Section 9.02(a)(ii), Section 9.02(b) or Section
9.02(d), BMJ shall reimburse Summit for its out-of-pocket expenses
reasonably incurred in connection with this Agreement, including counsel
fees and the printing and filing fees referred to above, but excluding
any brokers', finders' or investment bankers' fees.

(d) The Board of Directors of Summit may terminate this Agreement if BMJ does
not execute and deliver the Option Agreement by the day immediately following
the date hereof.

(e) Notwithstanding any termination of this Agreement, (i) BMJ shall
indemnify and hold Summit harmless from and against any claim by any broker or
finder asserting a right to brokerage commissions or finders' fees as a result
of any action allegedly taken by or understanding allegedly reached with BMJ and
(ii) Summit shall indemnify and hold BMJ harmless from and against any claim by
any broker or finder asserting a right to brokerage commissions or finders' fees
as a result of any action allegedly taken by or understanding allegedly reached
with Summit.

(f) Except as provided otherwise herein in the event of a termination of this
Agreement, BMJ and its subsidiaries shall bear their own expenses incident to
preparing, entering into and carrying out this Agreement and to consummating the
Merger, provided, however, that Summit shall pay all printing expenses and
filing fees associated with the Registration Statement, the Proxy- Prospectus
and regulatory applications.

ARTICLE X

MISCELLANEOUS

Section 10.01. Press Releases. At all times until the Closing Date or the
termination of this Agreement, each party shall promptly advise and consult with
the other prior to issuing, or permitting any of its subsidiaries, directors,
officers, employees or agents to issue, any press release or other information
to the press or any third party with respect to this Agreement or the
transactions contemplated hereby.

Section 10.02. Article and Section Headings. Article and section headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

Section 10.03. Entire Agreement; Amendments. This Agreement, the BMJ
Schedules, and the Exhibits hereto and the Option Agreement to be entered into
by the parties hereto constitute the entire agreement between the parties
pertaining to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as specifically set forth herein or therein. No
supplement, modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the party to be bound thereby (or in the
case of a termination occurring pursuant to Section 9.02 hereof by the party
exercising a right to terminate this Agreement). No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision

A-28
<PAGE>

hereof or thereof (whether or not similar), nor shall any waiver constitute a
continuing waiver unless otherwise expressly provided in the instrument granting
such waiver. The parties hereto may amend or modify this Agreement in such
manner as may be agreed upon by a written instrument executed by the parties,
except that, after the meeting described in Section 7.09 hereof, no such
amendment or modification shall reduce the amount of, or change the forms of
consideration to be received by the shareholders of BMJ contemplated by this
Agreement, unless such modification is submitted to a vote of the shareholders
of BMJ.

Section 10.04. Survival of Representations, Warranties and Covenants. No
investigation made by the parties hereto made heretofore or hereafter shall
affect the representations and warranties of the parties which are contained
herein and each such representation and warranty shall survive such
investigation. None of the representations, warranties, covenants and agreements
in this Agreement or in any instrument delivered pursuant to this Agreement
shall survive the Effective Time, except for those representations, covenants
and agreements contained herein and therein which by their terms apply in whole
or in part after the Effective Time.

Section 10.05. Notices. Any notice or other communication required or
permitted hereunder shall be in writing, and shall be deemed to have been given,
unless otherwise specified in a particular provision of this Agreement, if
placed in the mail, registered or certified, postage prepaid, or if delivered
personally or by courier, receipt requested, or by facsimile transmission,
receipt acknowledged addressed as follows:

Summit:
Summit Bancorp.
Attn: John G. Collins
301 Carnegie Center
P.O. Box 2066
Princeton, NJ 08543-2066
Telephone No.: 609-987-3422
Facsimile No.: 609-987-3435

With a copy to:
Richard F. Ober, Jr., Esq.
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, NJ 08543-2066
Telephone No.: 609-987-3430
Facsimile No.: 609-987-3435

BMJ:
B.M.J. Financial Corp.
243 Route 130
P.O. Box 1001
Bordentown, NJ 08505-1001
Attention: Elmer J. Elias
Telephone No.: 609-291-5117
Facsimile No.: 609-298-1270

With a copy to:
Wesley S. Williams Jr., Esq.
Covington & Burling
Suite 1155A
1201 Pennsylvania Avenue, NW
Washington, DC 20004
Telephone No.: 202-662-5628
Facsimile No.: 202-778-5628

or to such other address as such party may designate by notice to the others,
which change of address shall be deemed to have been given upon receipt.

A notice or other communication hereunder shall be deemed delivered (i) if
mailed by certified or registered mail to the proper address, with adequate
postage prepaid, on the fifth business day following posting or (ii) if
delivered by other means, when received by the party to whom it is directed.

A-29
<PAGE>

Section 10.06. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New Jersey,
without giving effect to the provisions, policies or principles thereof relating
to choice or conflict of laws.

Section 10.07. Counterparts. This Agreement is being executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
agreement.

Section 10.08. Binding Effect. All of the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

Section 10.09. Extensions; Waivers and Consents. Either party hereto, by
written instrument signed by its Chairman, Vice Chairman, President, or Chief
Financial Officer, may extend the time for the performance of any of the
obligations of the other party hereto, and may waive, at any time before or
after approval of this Agreement and the transactions contemplated hereby by the
shareholders of BMJ, subject to the provisions of Section 10.03 hereof: (i) any
inaccuracies of the other party in the representations and warranties in this
Agreement or any other document delivered pursuant hereto or thereto; (ii)
compliance with any of the covenants or agreements of the other party contained
in this Agreement; (iii) the performance (including performance to the
satisfaction of a party or its counsel) by the other party of any of its
obligations hereunder or thereunder; and (iv) the satisfaction of any conditions
to the obligations of the waiving party hereunder or thereunder. Any consent or
approval of a party hereunder shall be effective only if signed by the Chairman,
Vice Chairman, President or Chief Financial Officer of such party. Subject to
Section 10.03, no such instrument, consent or approval may modify the form or
amount of consideration to be received by the shareholders of BMJ.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
counterparts by their duly authorized officers as of the date first above
written.

SUMMIT BANCORP.

By: /s/ Robert G. Cox
----------------------------
Robert G. Cox
President

B.M.J. FINANCIAL CORP.

By: /s/ Edwin W. Townsend
-----------------------------
Edwin W. Townsend
Chairman of the Board

A-30
<PAGE>

Appendix B

BEAR STEARNS
BEAR, STEARNS & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167, 1996

The Board of Directors
B.M.J. Financial Corp.
234 Route 130
Bordentown, NJ 08505

Gentlemen:

We understand that B.M.J. Financial Corp. ("BMJ") and Summit Bancorp ("Summit")
have entered into an Agreement and Plan of Merger dated August 28, 1996 (the
"Agreement") pursuant to which BMJ will merge with and into Summit (the
"Transaction"). Upon consummation of the Transaction, each share of BMJ common
stock will be converted into 0.56 shares of Summit common stock. You have
provided us with the proxy statement/prospectus which includes the Merger
Agreement in substantially the form to be sent to the shareholders of BMJ (the
"Proxy Statement"). We understand the transaction will require approval of the
shareholders of BMJ.

You have asked us to render our opinion as to whether the Exchange Ratio is
fair, from a financial point of view, to the shareholders of BMJ.

In the course of our analyses for rendering this opinion, we have:

1. reviewed the Proxy Statement;

2. reviewed BMJ's Annual Reports to Shareholders and Annual Reports on Form
10-K for the fiscal years ended December 31, 1993 through 1995, and its
Quarterly Reports on Form 10-Q for the periods ended March 31, June 30,
and September 30, 1996;

3. reviewed Summit's Annual Report to Shareholders and Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and its Quarterly
Reports on Form 10-Q for the periods ended March 31, June 30, and
September 30, 1996;

4. reviewed certain operating and financial information, including
projections, provided to us by management relating to BMJ's business
and prospects;

5. reviewed certain operating and financial information provided to us
by management relating to Summit's business and prospects;

6. met with certain members of BMJ's and Summit's senior management to
discuss its operations, historical financial statements and future
prospects;

7. visited BMJ's facilities in Bordentown, New Jersey and Summit's
facilities in Princeton, New Jersey;

8. reviewed the historical prices and trading volumes of the common
shares of BMJ and Summit;

9. reviewed publicly available financial data and stock market
performance data of companies which we deemed generally comparable to
BMJ and Summit;

10. reviewed the terms of recent acquisitions of companies which we
deemed generally comparable to the Transaction; and

11. conducted such other studies, analyses, inquiries and investigations
as we deemed appropriate.

B-1
<PAGE>

In the course of our review, we have relied upon and assumed the accuracy and
completeness of the financial and other information provided to us by BMJ and
Summit. With respect to BMJ's projected financial results, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgements of the management of BMJ as to its expected
future performance. We have not assumed any responsiblity for the information or
projections provided to us and we have further relied upon the assurances of the
management of BMJ and Summit that they are unaware of any facts that would make
the information or projections provided to us incomplete or misleading. In
arriving at our opinion, we have not performed or obtained any independent
appraisal of the assets of BMJ and Summit. Our opinion is necessarily based on
economic, market and other conditions, and the information made available to us,
as of the date hereof.

Based on the foregoing, it is our opinion that the Exchange Ratio is fair, from
a financial point of view, to the shareholders of BMJ.

We have acted as financial advisor to BMJ in connection with the Transaction and
will receive a fee for such services, payment of a significant portion of which
is contingent upon the consummation of the Transaction.

The opinion has been prepared for use by the Board of Directors and does not
constitute a recommendation to the shareholders of BMJ as to how such holders
should vote with respect to the Transaction. This letter is not to be used for
any other purpose, or reproduced, disseminated, quoted or referred to at any
time, in whole or in part, without our prior written consent.

Very truly yours,

BEAR, STEARNS & CO. INC.

By: /s/ xxxxxxxx
------------------------
Managing Director

B-2
<PAGE>

APPENDIX C
B.M.J. FINANCIAL CORP. STOCK OPTION AGREEMENT

THE TRANSFER OF THE OPTION GRANTED BY THIS AGREEMENT IS SUBJECT TO RESALE
RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

STOCK OPTION AGREEMENT, dated as of the 29th day of August, 1996 (this
Agreement ), between Summit Bancorp., a New Jersey corporation ( Grantee ), and
B.M.J. Financial Corp., a New Jersey corporation ( Issuer ).

WITNESSETH:

WHEREAS, Grantee and Issuer have on a date prior to the date hereof, entered
into an Agreement and Plan of Merger, dated as of the 28th day of August, 1996
(the "Merger Agreement"). (Capitalized terms used in this Agreement and not
defined herein but defined in the Merger Agreement shall have the meanings
assigned thereto in the Merger Agreement); and

WHEREAS, as a condition and inducement to Grantee s entering into the Merger
Agreement, and in consideration therefor, Grantee has required that Issuer
agree, and Issuer has agreed, to grant Grantee the Option (as defined below);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Merger Agreement, the parties hereto
agree as follows:

SECTION 1. Grant of Option. Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase, subject to the terms hereof, up
to 1,490,000 fully paid and nonassessable shares of the common stock, par value
$1.00 per share, of Issuer ("Common Stock") at a price per share equal to the
last sale price on the trading day immediately preceding the date of the Merger
Agreement of a share of Common Stock on the NASDAQ National Market (such price,
as adjusted as hereinafter provided, the "Option Price"). The number of shares
of Common Stock that may be received upon the exercise of the Option and the
Option Price are subject to adjustment as herein set forth. In no event shall
the number of shares of Common Stock for which this Option is exercisable exceed
19.9% of the number of shares of Common Stock then issued and outstanding
(without consideration of any shares of Common Stock subject to or issued
pursuant to the Option).

SECTION 2. Exercise of Option. (a) Grantee may exercise the Option, in whole
or part, at any time and from time to time following the occurrence of a
Purchase Event (as defined below); provided that the Option shall terminate and
be of no further force and effect upon the earliest to occur of (i) the time
immediately prior to the Effective Time, (ii) the termination of the Merger
Agreement in accordance with the terms thereof prior to the occurrence of an
Extension Event, other than a termination of the Merger Agreement by the Grantee
pursuant to Section 9.02(a)(ii) thereof, or (iii) 12 months after the
termination of the Merger Agreement following the occurrence of an Extension
Event (as defined below), other than a termination of the Merger Agreement by
the Grantee pursuant to Section 9.02(a)(ii) thereof (if the breach by Issuer
giving rise to such right of termination is volitional), or the termination of
the Merger Agreement by Grantee pursuant to Section 9.02(a)(ii) thereof (unless
the breach by Issuer giving rise to such right of termination is non-
volitional), and provided further, that any purchase of Common Stock upon
exercise of the Option shall be subject to applicable law, and provided further,
that the Option may not be exercised, nor may Grantee require Issuer to
repurchase the Option (as set forth in Section 7 hereof), if, at the time of
exercise or repurchase, Grantee is in material breach of any material covenant
or obligation contained in the Merger Agreement and, if the Merger Agreement has
not terminated prior thereto, such breach would entitle Issuer to terminate the
Merger Agreement. The events described in clauses (i) - (iii) in the preceding
sentence are hereinafter collectively referred to as Exercise Termination
Events. As provided in Section 8, the rights set forth therein shall terminate
upon an Exercise Termination Event and, as provided in Sections 6 and 7 hereof,
the rights to deliver requests pursuant to Sections 6 or 7 shall terminate 12
months after an Exercise Termination Event, subject, in each such case, to the
provisions of Section 9.

(b) The term "Extension Event" shall mean any of the following events or
transactions occurring without the Grantee s prior written consent after the
date hereof:

C-1
<PAGE>

(i) Issuer or any of its subsidiaries (each an "Issuer Subsidiary"),
shall have entered into an agreement to engage in an Acquisition Transaction
(as defined below) with any person (the term person for purposes of this
Agreement having the meaning assigned thereto in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, including but not limited to
a group of related family members and any entity in which they own all of the
beneficial interest) other than Grantee or any of its subsidiaries (each a
"Grantee Subsidiary") or the Board of Directors of Issuer shall have
recommended that the shareholders of Issuer approve or accept any Acquisition
Transaction with any person other than Grantee or any Grantee Subsidiary. For
purposes of this Agreement, Acquisition Transaction shall mean (w) a merger
or consolidation, or any similar transaction, involving Issuer or any of
Issuer s banking subsidiaries ("Bank Subsidiaries"), (x) a purchase, lease or
other acquisition of 10% or more of the aggregate value of the assets or
deposits of Issuer or any Bank Subsidiary, (y) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or
otherwise) of securities representing 10% or more of the voting power of
Issuer or a Bank Subsidiary, or (z) any substantially similar transaction,
provided, however, that in no event shall (i) any merger, consolidation or
similar transaction involving Issuer or any Bank Subsidiary in which the
voting securities of Issuer outstanding immediately prior thereto continue to
represent (either by remaining outstanding or being converted into voting
securities of the surviving entity of any such transaction) at least 75% of
the combined voting power of the voting securities of the Issuer or the
surviving entity outstanding after the consummation of such merger,
consolidation, or similar transaction, or (ii) any internal merger or
consolidation involving only Issuer and/or Issuer Subsidiaries, be deemed to
be an Acquisition Transaction, provided that any such transaction is not
entered into in violation of the terms of the Merger Agreement;

(ii) Any person (other than Grantee or any Grantee Subsidiary) shall have
acquired beneficial ownership or the right to acquire beneficial ownership of
securities representing 10% or more of the aggregate voting power of Issuer
or any Bank Subsidiary (the term beneficial ownership for purposes of this
Agreement having the meaning assigned thereto in Section 13(d) of the
Exchange Act, and the rules and regulations thereunder);

(iii) Any person other than Grantee or any Grantee Subsidiary shall have
made a bona fide proposal to Issuer or its shareholders, by public
announcement or written communication that is or becomes the subject of
public disclosure, to engage in an Acquisition Transaction (including,
without limitation, any situation in which any person other than Grantee or
any Grantee Subsidiary shall have commenced (as such term is defined in Rule
14d-2 under the Exchange Act), or shall have filed a registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to, a tender offer or exchange offer to purchase any shares of Common
Stock such that, upon consummation of such offer, such person would own or
control securities representing 10% or more of the aggregate voting power of
Issuer or any Bank Subsidiary);

(iv) After any person other than Grantee or any Grantee Subsidiary has
made or disclosed an intention to make a proposal to Issuer or its
shareholders to engage in an Acquisition Transaction, Issuer shall have
breached any covenant or obligation contained in the Merger Agreement and
such breach (x) would entitle Grantee to terminate the Merger Agreement and
(y) shall not have been cured prior to the Notice Date (as defined below);

(v) Any person other than Grantee or any Grantee Subsidiary shall have
filed an application with, or given a notice to, whether in draft or final
form, the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") or other governmental authority or regulatory or
administrative agency or commission, domestic or foreign (each, a
"Governmental Authority"), for approval to engage in an Acquisition
Transaction; or

(vi) any Purchase Event (as defined below).

(i) The acquisition by any person other than Grantee or any Grantee
Subsidiary of beneficial ownership of securities representing 25% or more of
the aggregate voting power of Issuer or any Bank Subsidiary;

C-2
<PAGE>

(ii) the holders of Common Stock shall not have approved the Merger
Agreement at the meeting of such shareholders held for the purpose of voting
on the Merger Agreement, such meeting shall not have been called by the Board
of Directors of Issuer in accordance with Section 4.03 of the Merger
Agreement or held or shall have been canceled prior to termination of the
Merger Agreement or Issuer s Board of Directors shall have withdrawn or
modified in a manner adverse to the consummation of the Merger the
recommendation of Issuer s Board of Directors with respect to the Merger
Agreement, in each case after an Extension Event;

(iii) The occurrence of an Extension Event described in Section 2(b)(i)
except that the percentage referred to in clauses (x) and (y) shall be 25%.

(d) Issuer shall notify Grantee promptly in writing of the occurrence of any
Extension Event or Purchase Event; provided however, that the giving of such
notice by Issuer shall not be a condition to the right of Grantee to exercise
the Option.

(e) In the event that Grantee is entitled to and wishes to exercise the
Option, it shall send to Issuer a written notice (the date of which being herein
referred to as the "Notice Date") specifying (i) the total number of shares of
Common Stock it will purchase pursuant to such exercise, (ii) a place and date
not earlier than three business days nor later than 90 business days from the
Notice Date for the closing of such purchase (the "Closing Date") and (iii) that
the proposed exercise of the Option shall be revocable by Grantee in the event
that the transaction constituting a Purchase Event that gives rise to such
written notice shall not have been consummated prior to exercise of the Option;
provided that if prior notification to or approval of the Federal Reserve Board
or any other Governmental Authority is required in connection with such
purchase, Grantee shall promptly file the required notice or application for
approval and shall expeditiously process the same and the period of time that
otherwise would run pursuant to this sentence shall run from the later of (x)
the date on which any required notification periods have expired or been
terminated and (y) the date on which such approvals have been obtained and any
requisite waiting period or periods shall have expired. For purposes of Section
2(a), any exercise of the Option shall be deemed to occur on the Notice Date
relating thereto. Grantee shall have the right to revoke its proposed exercise
of the Option in the event that the transaction constituting a Purchase Event
that gives rise to such right to exercise shall not have been consummated prior
to exercise of the Option, pursuant to the statement of such right in the
written notice exercising the Option as provided in clause 2(e)(iii) above.

(f) At the closing referred to in Section 2(e), Grantee shall surrender this
Agreement (and the Option granted hereby) to Issuer and pay to Issuer the Option
Price for the shares of Common Stock purchased pursuant to the exercise of the
Option in immediately available funds by wire transfer to a bank account
designated by Issuer; provided, however, that failure or refusal of Issuer to
designate such a bank account shall not preclude Grantee from exercising the
Option.

(g) At such closing, simultaneously with the delivery of the Option Price in
immediately available funds as provided in Section 2(f), Issuer shall deliver to
Grantee a certificate or certificates representing the number of shares of
Common Stock purchased by Grantee and, if the Option should be exercised in part
only, a new Option Agreement granting a new Option evidencing the rights of
Grantee thereof to purchase the balance of the shares of Common Stock
purchasable hereunder.

(h) Certificates for Common Stock delivered at a closing hereunder shall be
endorsed with a restrictive legend substantially as follows:

"The transfer of the shares represented by this certificate is subject to
resale restrictions arising under the Securities Act of 1933, as amended,
and to certain provisions of an agreement between Summit Bancorp. and
B.M.J. Financial Corp. ("Issuer") dated as of the 29th day of August,
1996. A copy of such agreement is on file at the principal office of
Issuer and will be provided to the holder hereof without charge upon
receipt by Issuer of a written request therefor."

It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act in the above legend shall be removed by delivery of
substitute certificate(s) without such reference if Grantee shall have delivered
to Issuer a copy of a letter from the staff of the Securities and Exchange
Commission (the "SEC"), or an opinion of counsel, in form and substance
satisfactory to Issuer, to the effect that such legend is not required for

C-3
<PAGE>

purposes of the Securities Act; (ii) the reference to the provisions of this
Agreement in the above legend shall be removed by delivery of substitute
certificate(s) without such reference if the shares have been sold or
transferred in compliance with the provisions of this Agreement and under
circumstances that do not require the retention of such reference; and (iii) the
legend shall be removed in its entirety if the conditions in the preceding
clauses (i) and (ii) are both satisfied. In addition, such certificates shall
bear any other legend as may be required by law.

(i) Upon the giving by Grantee to Issuer of the written notice of exercise of
the Option provided for in Section 2(e) and the tender of the Option Price on
the Closing Date in immediately available funds, Grantee shall be deemed to be
the holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of Issuer shall then be closed or
that certificates representing such shares of Common Stock shall not then
actually be delivered to Grantee. Issuer shall pay all expenses and any and all
United States federal, state and local taxes and other charges that may be
payable in connection with the preparation, issue and delivery of stock
certificates under this Section 2 in the name of Grantee or its nominee.

SECTION 3. Reservation of Shares. Issuer agrees: (i) that it shall at all
times until the termination of this Agreement have reserved for issuance upon
the exercise of the Option that number of authorized shares of Common Stock
equal to the maximum number of shares of Common Stock at any time and from time
to time issuable hereunder, all of which shares will, upon issuance pursuant
hereto, be duly authorized, validly issued, fully paid, nonassessable, and
delivered free and clear of all claims, liens, encumbrances and security
interests and not subject to any preemptive rights; (ii) that it will not, by
amendment of its certificate of incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
Issuer; (iii) promptly to take all action as may from time to time be required
(including (x) complying with all premerger notification, reporting and waiting
period requirements specified in 15 U.S.C. Section18a and regulations
promulgated thereunder and (y) in the event, under the Bank Holding Company Act
of 1956, as amended (the "BHC Act"), or the Change in Bank Control Act of 1978,
as amended, or any state banking law, prior approval of or notice to the Federal
Reserve Board or to any other Governmental Authority is necessary before the
Option may be exercised, cooperating with Grantee in preparing such applications
or notices and providing such information to the Federal Reserve Board and each
other Governmental Authority as they may require) in order to permit Grantee to
exercise the Option and Issuer duly and effectively to issue shares of Common
Stock pursuant hereto; and (iv) to take all action provided herein to protect
the rights of Grantee against dilution.

SECTION 4. Division of Option. This Agreement (and the Option granted hereby)
are exchangeable, without expense, at the option of Grantee, upon presentation
and surrender of this Agreement at the principal office of Issuer, for other
agreements providing for Options of different denominations entitling the holder
thereof to purchase, on the same terms and subject to the same conditions as are
set forth herein, in the aggregate the same number of shares of Common Stock
purchasable hereunder. The terms "Agreement" and "Option" as used herein include
any agreements and related options for which this Agreement (and the Option
granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.

SECTION 5. Adjustment upon Change of Capitalization. The number of shares of
Common Stock purchasable upon the exercise of the Option shall be subject to
adjustment from time to time as follows:

(a) Subject to the last sentence of Section 1, in the event of any change in
the Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of shares
or the like, the type and number of shares of Common Stock purchasable upon
exercise hereof shall be appropriately adjusted and proper provision shall be
made so that, in the event that any additional shares of Common Stock are to be
issued or otherwise to become outstanding as a result of any such change (other
than pursuant to an exercise of the Option), the number of shares of Common
Stock that remain subject to the Option

C-4
<PAGE>

shall be increased so that, after such issuance and together with shares of
Common Stock previously issued pursuant to the exercise of the Option (as
adjusted on account of any of the foregoing changes in the Common Stock), it
equals 19.9% of the number of shares of Common Stock then issued and outstanding
(without consideration of any shares of Common Stock subject to or issued
pursuant to the Option).

(b) Whenever the number of shares of Common Stock purchasable upon exercise
hereof is adjusted as provided in this Section 5, the Option Price shall be
adjusted by multiplying the Option Price by a fraction, the numerator of which
shall be equal to the number of shares of Common Stock purchasable prior to the
adjustment and the denominator of which shall be equal to the number of shares
of Common Stock purchasable after the adjustment. In no event shall the Option
Price be adjusted to less than the par value of the Common Stock to be issued at
such Option Price.

(c) It is intended by the parties hereto that the adjustments provided by
this Section 5 shall fully preserve the economic benefits of this Agreement for
Grantee.

SECTION 6. Registration Rights.

(a) Demand Registration Rights. After the occurrence of a Purchase Event that
occurs prior to an Exercise Termination Event, Issuer shall, at the request of
Grantee (whether on its own behalf or on behalf of any subsequent holder of the
Option (or part thereof) delivered prior to an Exercise Termination Event or at
the request of a holder from time to time of any of the shares of Common Stock
issued pursuant hereto (an "Owner") delivered no later than 12 months after an
Exercise Termination Event, promptly prepare, file and keep current a shelf
registration statement under the Securities Act covering this Option and any
shares issued and issuable pursuant to the Option (the "Option Shares") and
shall use its best efforts to cause such registration statement to become
effective and remain current and to qualify this Option or any such Option
Shares or other securities for sale under any applicable state securities laws
in order to permit the sale or other disposition of this Option or any Option
Shares in accordance with any plan of disposition requested by Grantee;
provided, however, that Issuer may postpone filing a registration statement
relating to a registration request by Grantee under this Section 6 for a period
of time (not in excess of 90 days) if in its judgment such filing would require
the disclosure of material information that Issuer has a bona fide business
purpose for preserving as confidential. Issuer will use its best efforts to
cause such registration statement first to become effective as soon as
practicable after the filing thereof and then to remain effective for such
period not in excess of 180 days from the day such registration statement first
becomes effective, or such shorter time as may be necessary to effect such sales
or other dispositions. Grantee shall have the right to demand two such
registrations. Grantee and Owners shall provide all information reasonably
requested by Issuer for inclusion in any registration statement to be filed
hereunder. In connection with any such registration, Issuer and Grantee and
Owners shall provide representations, warranties, and other agreements
customarily given in connection with such registrations. If requested by any
Grantee in connection with such registration, Issuer and Grantee and Owners
shall become a party to any underwriting agreement relating to the sale of
Option rights or Option Shares, but only to the extent of obligating themselves
in respect of representations, warranties, indemnities and other agreements
customarily included in such underwriting agreements. Notwithstanding the
foregoing, if Grantee revokes any exercise notice or fails to exercise any
Option with respect to any exercise notice pursuant to Section 2(e), Issuer
shall not be obligated to continue any registration process with respect to the
sale of Option Shares.

(b) Additional Persons With Registration Rights. Upon receiving any request
under this Section 6 from any Grantee, Issuer agrees to send a copy thereof to
any other person known to Issuer to be entitled to registration rights under
this Section 6, in each case by promptly mailing the same, postage prepaid, to
the address of record of the persons entitled to receive such copies.
Notwithstanding anything to the contrary contained herein, in no event shall
Issuer be obligated to effect more than two registrations pursuant to this
Section 6 by reason of the fact that there shall be more than one Grantee as a
result of any assignment or division of this Agreement.

(c) Expenses. Except where applicable state law prohibits such payments,
Issuer will pay all expenses (including without limitation registration fees,
qualification fees, blue sky fees and expenses (including the fees and expenses
of counsel), legal expenses, including the reasonable fees and expenses of one
counsel to the holders whose Option rights or Option Shares are being
registered, printing expenses and the costs of special audits or "cold comfort"
letters, expenses of underwriters, excluding discounts and commissions but
including liabil-

C-5
<PAGE>

ity insurance if Issuer so desires or the underwriters so require, and the
reasonable fees and expenses of any necessary special experts) in connection
with each registration pursuant to this Section 6 (including the related
offerings and sales by Grantee and Owners) and all other qualifications,
notification or exemptions pursuant to Section 6.

(d) Indemnification. In connection with any registration under this Section
6, Issuer hereby indemnifies the Grantee, and each officer, director and
controlling person of Grantee, any Owner, and each underwriter thereof,
including each person, if any who controls such holder or underwriter within the
meaning of Section 15 of the Securities Act, against all expenses, losses,
claims, damages and liabilities caused by any untrue, or alleged untrue,
statement contained in any registration statement or prospectus or notification
or offering circular (including any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission, or alleged omission, to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such expenses, losses,
claims, damages or liabilities of such indemnified party are caused by any
untrue statement or alleged untrue statement that was included by Issuer in any
such registration statement or prospectus or notification or offering circular
(including any amendments or supplements thereto) in reliance upon and in
conformity with, information furnished in writing to Issuer by such indemnified
party expressly for use therein, and Issuer and each officer, director and
controlling person of Issuer shall be indemnified by such Grantee, Owner, or by
such underwriter, as the case may be, for all such expenses, losses, claims,
damages and liabilities caused by any untrue, or alleged untrue, statement, that
was included by Issuer in any such registration statement or prospectus or
notification or offering circular (including any amendments or supplements
thereto) in reliance upon, and in conformity with, information furnished in
writing to Issuer by such Grantee, Owner, or such underwriter, as the case may
be, expressly for such use.

Promptly upon receipt by a party indemnified under this Section 6(d) of
notice of the commencement of any action against such indemnified party in
respect of which indemnity or reimbursement may be sought against any
indemnifying party under this Section 6(d), such indemnified party shall notify
the indemnifying party in writing of the commencement of such action, but the
failure so to notify the indemnifying party shall not relieve it of any
liability which it may otherwise have to any indemnified party under this
Section 6(d). In case notice of commencement of any such action shall be given
to the indemnifying party as above provided, the indemnifying party shall be
entitled to participate in and, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory
to such indemnified party. The indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel (other than reasonable costs of
investigation) shall be paid by the indemnified party unless (i) the
indemnifying party agrees to pay the same, (ii) the indemnifying party fails to
assume the defense of such action with counsel satisfactory to the indemnified
party, or (iii) the indemnified party has been advised by counsel that one or
more legal defenses may be available to the indemnifying party that may be
contrary to the interests of the indemnified party. No indemnifying party shall
be liable for the fees and expenses of more than one separate counsel for all
indemnified parties or for any settlement entered into without its consent,
which consent may not be unreasonably withheld.

If the indemnification provided for in this Section 6(d) is unavailable to a
party otherwise entitled to be indemnified in respect of any expenses, losses,
claims, damages or liabilities referred to herein, then the indemnifying party,
in lieu of indemnifying such party otherwise entitled to be indemnified, shall
contribute to the amount paid or payable by such party to be indemnified as a
result of such expenses, losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of Issuer, the
Grantee, any Owner and the underwriters in connection with the statements or
omissions which resulted in such expenses, losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The amount
paid or payable by a party as a result of the expenses, losses, claims, damages
and liabilities referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim; provided, however, that in no
case shall any Grantee or Owner be responsible, in the aggregate, for any amount
in excess of the net offering proceeds attributable to its Option rights and
Option Shares included in the offering. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any obligation by any Grantee or Owner to
indemnify shall be several and not joint with other Grantees or Owners.

C-6
<PAGE>

(e) Miscellaneous Reporting. Issuer shall comply with all reporting
requirements and will do all such other things as may be necessary to permit the
expeditious sale at any time of any Option Shares by the Owner thereof in
accordance with and to the extent permitted by any rule or regulation
promulgated by the SEC from time to time, including, without limitation, Rule
144A. Issuer shall at its expense provide the Owner with any information
necessary in connection with the completion and filing of any reports or forms
required to be filed by Owner under the Securities Act or the Exchange Act, or
pursuant to any state securities laws or the rules of any stock exchange.

SECTION 7. Repurchase at the Option of Grantee or Owner. (a) Upon the
occurrence of a Repurchase Event (as defined below), (i) at the request (the
date of such request being the "Request Date") of Grantee, delivered prior to an
Exercise Termination Event, Issuer (or any successor thereto) shall repurchase
the Option from Grantee at a price (the "Option Repurchase Price") equal to the
amount by which (A) the market/offer price (as defined below) exceeds (B) the
Option Price, multiplied by the number of shares for which this Option may then
be exercised and (ii) at the request (the date of such request being the
"Request Date") of an Owner), delivered within 12 months of the occurrence of an
Exercise Termination Event (or such later period as provided in Section 9),
Issuer shall repurchase such number of the Option Shares from the Owner as the
Owner shall designate at a price (the "Option Share Repurchase Price") equal to
the market/offer price multiplied by the number of Option Shares so designated.
The term "market/offer price" shall mean the highest of (i) the price per share
of Common Stock at which a tender offer or exchange offer therefor has been made
after the date hereof and on or prior to the Request Date, (ii) the price per
share of Common Stock paid or to be paid by any third party pursuant to an
agreement with Issuer (whether by way of a merger, consolidation or otherwise),
(iii) the highest last sale price for shares of Common Stock within the 90-day
period ending on the Request Date quoted on the NASDAQ National Market (as
reported by The Wall Street Journal, or, if not reported thereby, another
authoritative source), (iv) in the event of a sale of all or substantially all
of Issuer s assets, the sum of the price paid in such sale for such assets and
the current market value of the remaining assets of Issuer as determined by a
nationally-recognized independent investment banking firm selected by Grantee or
the Owner, as the case may be, divided by the number of shares of Common Stock
outstanding at the time of such sale. In determining the market/offer price, the
value of consideration other than cash shall be determined by a
nationally-recognized independent investment banking firm selected by Grantee or
the Owner, as the case may be, whose determination shall be conclusive and
binding on all parties.

(b) Grantee or the Owner, as the case may be, may exercise its right to
require Issuer to repurchase the Option and/or any Option Shares pursuant to
this Section 7 by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement or certificates for Option Shares, as
applicable, accompanied by a written notice or notices stating that Grantee or
the Owner, as the case may be, elects to require Issuer to repurchase the Option
and/or the Option Shares in accordance with the provisions of this Section 7. As
promptly as practicable, and in any event within the later to occur of (x) five
business days after the surrender of the Option and/or certificates representing
Option Shares and the receipt of such notice or notices relating thereto and (y)
the time that is immediately prior to the occurrence of a Repurchase Event,
Issuer shall deliver or cause to be delivered to Grantee the Option Repurchase
Price or to the Owner the Option Share Repurchase Price therefor or the portion
thereof that Issuer is not then prohibited from so delivering under applicable
law and regulation.

(c) Issuer hereby undertakes to use its reasonable efforts to obtain all
required regulatory and legal approvals and to file any required notices as
promptly as practicable in order to accomplish any repurchase contemplated by
this Section 7. Nonetheless, to the extent that Issuer is prohibited under
applicable law or regulation, from repurchasing the Option and/or the Option
Shares in full, Issuer shall promptly so notify Grantee and/or the Owner and
thereafter deliver or cause to be delivered, from time to time, to Grantee
and/or the Owner, as appropriate, the portion of the Option Repurchase Price and
the Option Share Repurchase Price, respectively, that it is no longer prohibited
from delivering, within five business days after the date on which Issuer is no
longer so prohibited; provided, however, that if Issuer at any time after
delivery of a notice of repurchase pursuant to Section 7(b) is prohibited under
applicable law or regulation, from delivering to Grantee and/or the Owner, as
appropriate, the Option Repurchase Price or the Option Share Repurchase Price,
respectively, in full or in any substantial part, Grantee or the Owner, as
appropriate, may revoke its notice of repurchase of the Option or the Option
Shares either in whole or in part whereupon, in the case of a revocation in
part, Issuer shall promptly (i) deliver to Grantee and/or the Owner, as
appropriate, that portion of the Option Purchase Price

C-7
<PAGE>

or the Option Share Repurchase Price that Issuer is not prohibited from
delivering after taking into account any such revocation and (ii) deliver, as
appropriate, either (A) to Grantee, a new Agreement evidencing the right of
Grantee to purchase that number of shares of Common Stock equal to the number of
shares of Common Stock purchasable immediately prior to the delivery of the
notice of repurchase less the number of shares of Common Stock covered by the
portion of the Option repurchased or (B) to the Owner, a certificate for the
number of Option Shares covered by the revocation.

(d) For purposes of this Section 7, a Repurchase Event shall be deemed to
have occurred (i) upon the consummation of any merger, consolidation or similar
transaction involving Issuer or any Bank Subsidiary or any purchase, lease or
other acquisition of all or a substantial portion of the assets of Issuer or any
Bank Subsidiary, other than any such transaction which would not constitute an
Acquisition Transaction pursuant to the proviso to Section 2(b)(i) hereof or
(ii) upon the acquisition by any person of beneficial ownership of securities
representing 50% or more of the aggregate voting power of Issuer or any Bank
Subsidiary, provided that no such event shall constitute a Repurchase Event
unless an Extension Event shall have occurred prior to an Exercise Termination
Event. The parties hereto agree that Issuer s obligations to repurchase the
Option or Option Shares under this Section 7 shall not terminate upon the
occurrence of an Exercise Termination Event if an Extension Event shall have
occurred prior to the occurrence of an Exercise Termination Event.

(e) Issuer shall not enter into any agreement with any party (other than
Grantee or a Grantee Subsidiary) for an Acquisition Transaction unless the other
party thereto assumes all the obligations of Issuer pursuant to this Section 7
in the event that Grantee or the Owner elects, in its sole discretion, to
require such other party to perform such obligations.

SECTION 8. Substitute Option in the Event of Corporate Change. (a) In the
event that prior to an Exercise Termination Event, Issuer shall enter into an
agreement (i) to consolidate or merge with any person, other than Grantee or a
Grantee Subsidiary, and shall not be the continuing or surviving corporation of
such consolidation or merger, (ii) to permit any person, other than Grantee or a
Grantee Subsidiary, to merge into Issuer and Issuer shall be the continuing or
surviving corporation, but, in connection with such merger, the then outstanding
shares of Common Stock shall be changed into or exchanged for stock or other
securities of any other person or cash or any other property or the then
outstanding shares of Common Stock shall after such merger represent less than
50% of the aggregate voting power of the merged company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Grantee or a Grantee Subsidiary, then, and in each such case, the agreement
governing such transaction shall make proper provision so that the Option shall,
upon the consummation of such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of Grantee, of either (x) the Acquiring Corporation
(as defined below) or (y) any person that controls the Acquiring Corporation
(the Acquiring Corporation and any such controlling person being hereinafter
referred to as the Substitute Option Issuer)

(b) The Substitute Option shall be exercisable for such number of shares of
the Substitute Common Stock (as is hereinafter defined) as is equal to the
market/offer price (as defined in Section 7) multiplied by the number of shares
of the Common Stock for which the Option was theretofore exercisable, divided by
the Average Price (as is hereinafter defined). The exercise price of the
Substitute Option per share of the Substitute Common Stock (the "Substitute
Purchase Price") shall then be equal to the Option Price multiplied by a
fraction in which the numerator is the number of shares of the Common Stock for
which the Option was theretofore exercisable and the denominator is the number
of shares of Substitute Common Stock for which the Substitute Option is
exercisable.

(c) The Substitute Option shall otherwise have the same terms as the Option,
provided that if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to Grantee, provided further that the terms of the
Substitute Option shall include (by way of example and not limitation)
provisions for the repurchase of the Substitute Option and Substitute Common
Stock by the Substitute Option Issuer on the same terms and conditions as
provided in Section 7.

(d) The following terms have the meanings indicated:

C-8
<PAGE>

(i) "Acquiring Corporation" shall mean (i) the continuing or surviving
corporation of a consolidation or merger with Issuer (if other than Issuer),

(ii) Issuer in a merger in which Issuer is the continuing or surviving
person, and (iii) the transferee of all or any substantial part of the Issuer
s assets (or the assets of Issuer Subsidiaries).

(ii) "Substitute Common Stock" shall mean the common stock issued by the
Substitute Option Issuer upon exercise of the Substitute Option.

(iii) "Average Price" shall mean the average last sale price of a share
of the Substitute Common Stock (as reported by The Wall Street Journal or, if
not reported therein, by another authoritative source) for the one year
immediately preceding the consolidation, merger or sale in question, but in
no event higher than the last sale price of the shares of the Substitute
Common Stock on the day preceding such consolidation, merger or sale;
provided that if Issuer is the issuer of the Substitute Option, the Average
Price shall be computed with respect to a share of common stock issued by
Issuer, the person merging into Issuer or by any company which controls or is
controlled by such person, as Grantee may elect.

(e) In no event, pursuant to any of the foregoing paragraphs, shall the
Substitute Option be exercisable for more than 19.9% of the aggregate of the
shares of the Substitute Common Stock outstanding prior to the exercise of the
Substitute Option. In the event that the Substitute Option would be exercisable
for more than 19.9% of the aggregate of the shares of Substitute Common Stock
but for this clause (e), the Substitute Option Issuer shall make a cash payment
to Grantee equal to the excess of (i) the value of the Substitute Option without
giving effect to the limitation in this clause (e) over (ii) the value of the
Substitute Option after giving effect to the limitation in the clause (e). This
difference in value shall be determined by a nationally recognized investment
banking firm selected by Grantee and the Substitute Option Issuer.

SECTION 9. Extension of Time for Regulatory Approvals. Notwithstanding
Sections 2(e), 6, 7 and 11, if Grantee has given the notice referred to in one
or more of such Sections, the exercise of the rights specified in any such
Section shall be extended (a) if the exercise of such rights is prohibited due
to any injunction, order or similar restraint issued by a court or Governmental
Authority of competent jurisdiction, to the extent necessary for such
injunction, order or restraint to either have been dissolved or become permanent
and no longer subject to appeal, (b) if the exercise of such rights requires
obtaining regulatory approvals, to the extent necessary to obtain all regulatory
approvals for the exercise of such rights, and (c) to the extent necessary to
avoid liability under Section 16(b) of the Securities Exchange Act by reason of
such exercise; provided that in no event shall any closing date occur more than
18 months after the related Notice Date, and, if the closing date shall not have
occurred within such period due to the failure to dissolve any such injunction,
order or restraint or to obtain any required approval from the Federal Reserve
Board or any other Governmental Authority despite the reasonable efforts of
Issuer or the Substitute Option Issuer, as the case may be, to obtain such
approvals, the exercise of the Option shall be deemed to have been rescinded as
of the related Notice Date. In the event (a) Grantee receives official notice
that an approval of the Federal Reserve Board or any other Governmental
Authority required for the purchase and sale of the Option Shares will not be
issued or granted or (b) a closing date has not occurred within 18 months after
the related Notice Date due to the failure to obtain any such required approval,
Grantee shall be entitled to exercise the Option in connection with the resale
of the Option Shares pursuant to a registration statement as provided in Section
6. Nothing contained in this Agreement shall restrict Grantee from specifying
alternative exercising of rights pursuant to Sections 2(e), 6, 7 and 11 hereof
in the event that the exercising of any such rights shall not have occurred due
to the failure to obtain any required approval referred to in this Section 9.

SECTION 10. Issuer Warranties. Issuer hereby represents and warrants to
Grantee as follows:

(a) Issuer has the requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly approved by the Board of
Directors of Issuer and no other corporate proceedings on the part of Issuer are
necessary to authorize this Agreement or to consummate the transactions so
contemplated. This Agreement has been duly executed and delivered by, and
constitutes a valid and binding obligation of, Issuer, enforceable against
Issuer in accordance with its terms, except as enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium and

C-9
<PAGE>

other similar laws affecting the enforcement of creditors rights generally and
institutions the deposits of which are insured by the Federal Deposit Insurance
Corporation and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought.

(b) Issuer has taken all necessary corporate action to authorize and reserve
and to permit it to issue, and at all times from the date hereof through the
termination of this Agreement in accordance with its terms will have reserved
for issuance upon the exercise of the Option, that number of shares of Common
Stock equal to the maximum number of shares of Common Stock at any time and from
time to time issuable hereunder, and all such shares, upon issuance pursuant
hereto, will be duly authorized, validly issued, fully paid, nonassessable, and
will be delivered free and clear of all claims, liens, encumbrances and security
interests and not subject to any preemptive rights.

(c) Upon receipt of the necessary regulatory approvals as contemplated by
this Agreement, the execution, delivery and performance of this Agreement does
not or will not, and the consummation by Issuer of any of the transactions
contemplated hereby will not, constitute or result in (i) a breach or violation
of, or a default under, its certificate of incorporation or by-laws, or the
comparable governing instruments of any of its subsidiaries, or (ii) a breach or
violation of, or a default under, any agreement, lease, contract, note,
mortgage, indenture, arrangement or other obligation of it or any of its
subsidiaries (with or without the giving of notice, the lapse of time or both)
or under any law, rule, ordinance or regulation or judgment, decree, order,
award or governmental or non-governmental permit or license to which it or any
of its subsidiaries is subject, that would in any case give any other person the
ability to prevent or enjoin Issuer s performance under this Agreement in any
material respect.

SECTION 11. Assignment of Option by Grantee. (a) Neither of the parties
hereto may assign any of its rights or delegate any of its obligations under
this Agreement or the Option created hereunder to any other person without the
express written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event;
provided, however, that until the date 15 days following the date at which the
Federal Reserve Board approves an application by Grantee under the BHC Act to
acquire the shares of Common Stock subject to the Option, Grantee may not assign
its rights under the Option except in (i) a widely dispersed public
distribution, (ii) a private placement in which no one party acquires the right
to purchase securities representing in excess of 2% of the aggregate voting
power of Issuer, (iii) an assignment to a single party (e.g., a broker or
investment banker) for the purpose of conducting a widely dispersed public
distribution on Grantee s behalf, or (iv) any other manner approved by the
Federal Reserve Board. Grantee will pay any reasonable out- of-pocket costs and
expenses of Issuer in connection with any such assignment. The term "Grantee" as
used in this Agreement shall also be deemed to refer to Grantee s permitted
assigns.

(b) Any assignment of rights of Grantee to any permitted assignee of Grantee
hereunder shall bear the restrictive legend at the beginning thereof
substantially as follows:

"The transfer of the option represented by this assignment and the related
option agreement is subject to resale restrictions arising under the
Securities Act of 1933, as amended and to certain provisions of an
agreement between Summit Bancorp. and B.M.J. Financial Corp. ("Issuer")
dated as of the 29th day of August, 1996. A copy of such agreement is on
file at the principal office of Issuer and will be provided to any
permitted assignee of the Option without change upon receipt by Issuer of
a written request therefor."

It is understood and agreed that (i) the reference to the resale restrictions of
the Securities Act in the above legend shall be removed by delivery of
substitute assignments without such reference if Grantee shall have delivered to
Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel,
in form and substance satisfactory to Issuer, to the effect that such legend is
not required for purposes of the Securities Act; (ii) the reference to the
provisions of this Agreement in the above legend shall be removed by delivery of
substitute assignments without such reference if the Option has been sold or
transferred in compliance with the provisions of this Agreement and under
circumstances that do not require the retention of such reference; and (iii) the
legend shall be removed in its entirety if the conditions in the preceding
clauses (i) and (ii) are both satisfied. In addition, such assignments shall
bear any other legend as may be required by law.

C-10
<PAGE>

SECTION 12. Application for Regulatory Approval. If Grantee is entitled to
exercise the Option and has sent a notice to Issuer pursuant to Section 2(e),
each of Grantee and Issuer will use its reasonable efforts to make all filings
with, and to obtain consents of, all third parties and the Federal Reserve Board
and other Governmental Authorities necessary to the consummation of the
transactions contemplated by this Agreement, including, without limitation,
making application for listing or quotation, as the case may be, of the shares
of Common Stock issuable hereunder on the NASDAQ National Market and applying to
the Federal Reserve Board under the BHC Act and to state banking authorities for
approval to acquire the shares issuable hereunder.

SECTION 13. Specific Performance. The parties hereto acknowledge that damages
would be an inadequate remedy for a breach of this Agreement by either party
hereto and that the obligations of the parties shall hereto be enforceable by
either party hereto through injunctive or other equitable relief. Both parties
further agree to waive any requirement for the securing or posting of any bond
in connection with the obtaining of any such equitable relief and that this
provision is without prejudice to any other rights that the parties hereto may
have for any failure to perform this Agreement.

SECTION 14. Separability of Provisions. If any term, provision, covenant or
restriction contained in this Agreement is held by a court or a federal or state
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions and covenants and
restrictions contained in this Agreement shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated. If for any reason such
court or regulatory agency determines that Grantee is not permitted to acquire,
or Issuer is not permitted to repurchase, pursuant to Section 7, the full number
of shares of Common Stock provided in Section 1 (as adjusted pursuant hereto),
it is the express intention of Issuer to allow Grantee to acquire or to require
Issuer to repurchase such lesser number of shares as may be permissible, without
any amendment or modification hereof.

SECTION 15. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram, telecopy or telex, or by registered or certified
mail (postage prepaid, return receipt requested) at the respective addresses of
the parties set forth in the Merger Agreement.

SECTION 16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.

SECTION 17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

SECTION 18. Expenses. Except as otherwise expressly provided herein, each of
the parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.

SECTION 19. Entire Agreement; No Third-Party Beneficiaries. Except as
otherwise expressly provided herein or in the Merger Agreement, this Agreement
contains the entire agreement between the parties with respect to the
transactions contemplated hereunder and supersedes all prior arrangements or
understandings with respect thereof, written or oral. The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the parties
hereto, any Owners, and their respective successors and permitted assigns.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.

SECTION 20. Merger Agreement. Nothing contained in this Agreement shall be
deemed to authorize Issuer or Grantee to breach any provision of the Merger
Agreement.

SECTION 21. Majority in Interest. In the event that any selection or
determination is to be made by Grantee or the Owner hereunder and at the time of
such selection or determination there is more than one Grantee or Owner, such
selection shall be made by a majority in interest of such Grantees or Owners.

SECTION 22. Further Assurances. In the event of any exercise of the Option by
Grantee, Issuer and such Grantee shall execute and deliver all other documents
and instruments and take all other action that may be reasonably necessary in
order to consummate the transactions provided for by such exercise.

C-11
<PAGE>

SECTION 23. No Rights as Shareholder. Except to the extent Grantee exercises
the Option, Grantee shall have no rights to vote or receive dividends or have
any other rights as a shareholder with respect to shares of Common Stock covered
hereby.

SECTION 24. Grantee Representation. The Option and any Option Shares or other
securities acquired by Grantee upon exercise of the Option are not being, and
will not be, as the case may be, acquired with a view to the public distribution
thereof in the United States except as provided for in Sections 6 and 11 hereof
and neither the Option nor any Option Shares or other securities acquired by
Grantee upon exercise of the Option will be transferred or otherwise disposed of
by Grantee except in a transaction registered or exempt from registration under
the Securities Act.

IN WITNESS WHEREOF, each of the parties has caused this Stock Option
Agreement to be executed on its behalf by their officers thereunto duly
authorized, all as of the date first above written.

SUMMIT BANCORP.

By: /s/ Robert G. Cox
-------------------------------
Robert G. Cox
President

B.M.J. FINANCIAL CORP.

By: /s/ Edwin W. Townsend
--------------------------------
Edwin W. Townsend
Chairman of the Board

C-12
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of Summit Bancorp.:

Section 5. Indemnification and Insurance (a) Each person who was or is
made a party or is threatened to be made a party to or is involved in any
proceeding, by reason of the fact that he or she is or was a corporate agent
of the Corporation, whether the basis of such proceeding is alleged action in
an official capacity as a corporate agent or in any other capacity while
serving as a corporate agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the laws of the State of New
Jersey as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expenses and
liabilities in connection therewith and such indemnification shall continue
as to a person who has ceased to be a corporate agent and shall inure to the
benefit of such corporate agent's heirs, executors, administrators and other
legal representatives; provided, however, that except as provided in Section
5(c) of this By-Law, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof ) was authorized by
the Board of Directors. The right to indemnification conferred in this By-Law
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance
of its final disposition, such advances to be paid by the Corporation within
20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that the advancement of counsel fees to a claimant other
than a claimant who is or was a director or Executive Vice President or
higher ranking officer of the Corporation shall be made only when the Board
of Directors or the General Counsel of the Corporation determines that
arrangements for counsel are satisfactory to the Corporation; and provided,
further, that if the laws of the State of New Jersey so require, the payment
of such expenses incurred by a corporate agent in such corporate agent's
capacity as a corporate agent (and not in any other capacity in which service
was or is rendered by such person while a corporate agent, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such corporate agent to
repay all amounts so advanced if it shall ultimately be determined that such
corporate agent is not entitled to be indemnified under this By-Law or
otherwise.

(b) To obtain indemnification under this By-Law, a claimant shall submit
to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and
is reasonably necessary to determine whether and to what extent the claimant
is entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5(b), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by a claimant
who is or was a director or Executive Vice President or higher ranking
officers of this Corporation, by independent counsel (as hereinafter defined)
in a written opinion to the Board of Directors, a copy of which shall be
delivered to the claimant; or (2) if the claimant is not a person described
in Section 5(b)(1), or is such a person and if no request is made by such a
claimant for a determination by independent counsel, (A) by the Board of
Directors by a majority vote of a quorum consisting of disinterested
directors (as hereinafter defined), or (B) if a quorum of the Board of
Directors consisting of disinterested directors is not obtainable or, even if
obtainable, such quorum of disinterested directors so directs, by independent
counsel in a written opinion to the Board of Directors, a copy of which shall
be delivered to the claimant. In the event the determination of entitlement
to indemnification is to be made by independent counsel at the request of the
claimant, the independent counsel shall be selected by the Board of Directors
and paid by the Corporation. If it is determined that the claimant is
entitled to indemnification, payment to the claimant shall be made within 20
days after such determination.

II-1
<PAGE>

(c) If a claim under Section 5(a) of this By-Law is not paid in full by
the Corporation within thirty days after a written claim pursuant to Section
5(b) of this By-Law has been received by the Corporation, the claimant may at
anytime thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim,
including attorney's fees. It shall be a defense to any such act (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standard of conduct which makes it permissible
under the laws of the State of New Jersey for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors or independent counsel) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because the claimant has met
the applicable standard of conduct set forth in the laws of the State of New
Jersey, nor an actual determination by the Corporation (including its Board
of Directors or independent counsel) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

(d) If a determination shall have been made pursuant to Section 5(b) of
this By-Law that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to Section 5(c) of this By-Law.

(e) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other rights which any person may have
or hereafter acquire under any statute, provisions of the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders or disinterested
directors or otherwise. No repeal or modification of this By-Law shall in any
way diminish or adversely affect the rights of any corporate agent of the
Corporation hereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.

(f) The Corporation may maintain insurance, at its expense, to protect
itself and any corporate agent of the Corporation or other enterprise against
any expense or liability, whether or not the Corporation would have the power
to indemnify such person against such expense or liability under the laws of
the State of New Jersey.

(g) If any provision or provisions of this By-Law shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
By-Law (including, without limitation, each portion of any section of this
By-Law containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (2)
to the fullest extent possible, the provisions of this By-Law (including,
without limitation, each such portion of any section of this By-Law
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

(h) For purposes of this By-Law:

(1) "disinterested director" means a director of the Corporation who
is not and was not a party to or otherwise involved in the matter
in respect of which indemnification is sought by the claimant.

(2) "independent counsel" means a law firm, a member of a law firm,
or an independent practitioner that is experienced in matters of
corporation law and shall include any person who, under the
applicable standards of professional conduct then prevailing,
would not have a conflict of interest in representing either the
Corporation or the claimant in an action to determine the
claimant's rights under this By-Law.

(3) "corporate agent" means any person who is or was a director,
officer, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation in a
consolida-

II-2
<PAGE>

tion or merger and any person who is or was a director, officer,
trustee, employee or agent of any subsidiary of the Corporation
or of any other enterprise, serving as such at the request of
this Corporation, or of any such constituent corporation, or the
legal representative of any such director, officer, trustee,
employee or agent;

(4) "other enterprise" means any domestic or foreign corporation,
other than the Corporation, and any partnership, joint venture,
sole proprietorship, trust or other enterprise, whether or not
for profit, served by a corporate agent;

(5) "expenses" means reasonable costs, disbursements and counsel
fees;

(6) "liabilities" means amounts paid or incurred in satisfaction of
settlements, judgements, fines and penalties;

(7) "proceeding" means any pending, threatened or completed civil,
criminal, administrative, legislative, investigative or
arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action,
suit or proceeding; and

(8) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a
person with respect to an employee benefit plan; and references
to "serving at the request of the indemnifying corporation"
include any service as a corporate agent which imposes duties on,
or involves services by, the corporate agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner the person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interest of the
corporation."

(i) Any notice, request or other communication required or permitted to
be given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by facsimile, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.

(j) This By-Law shall be implemented and construed to provide any
corporate agent described above who is found to have acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation the maximum indemnification, advancement of
expenses, and reimbursement for liabilities and expenses allowed by law.

Such provision is consistent with Section 14A:3-5 of the Business Corporation
Act of the State of New Jersey, the state of Summit's incorporation, which
permits the indemnification of officers and directors, under certain
circumstances and subject to specified limitations, against liability which any
officer or director may incur in such capacity.

Summit carries officers' and directors' liability insurance policies which
provide coverage against judgments, settlements and legal costs incurred because
of actual or asserted acts of such officers and directors of Summit arising out
of their duties as such, subject to certain exceptions, including, but not
limited to, damages based upon illegal personal profits or adjudicated
dishonesty of the person seeking indemnification. The policies provide coverage
of $40,000,000 in the aggregate.

II-3
<PAGE>

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

This Registration Statement includes the following exhibits:

<TABLE>
<CAPTION>
Exhibit No. Description
--------------- -------------------------------------------------------------------------------------------------
<S> <C>
2 Agreement and Plan of Merger dated August 28, 1996 between B.M.J. and Summit. (Included without exhibits as
Appendix A to the Proxy Statement- Prospectus included in this Registration Statement; with Exhibit A thereto
included as Appendix C to the Proxy Statement- Prospectus included in this Registration Statement and Exhibits B
through E thereto incorporated by reference to Exhibit (2) to the Current Report on Form 8-K of Summit dated
August 28, 1996).

3(a) Restated Certificate of Incorporation of Summit, as restated March 1, 1996 (incorporated by reference
to Exhibit (3)A on Form 10-K for the year ending December 31, 1995).

(b) By-Laws of Summit as amended through October 18, 1995
(incorporated by reference to Exhibit (3)B on Form 10-K for
the year ending December 31, 1995).

4 Rights Agreement, dated as of August 16, 1989, by and between Summit Bancorp. (under the former name
UJB Financial Corp.) and First Chicago Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 2 to the Registration Statement on Form 8-A, filed August 28, 1989).

* 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality of securities being issued.

* 8 Opinion of Thompson Coburn regarding tax matters.

10 B.M.J. Financial Corp. Stock Option Agreement - included as Appendix C to the Proxy Statement-Prospectus
included in this Registration Statement.

23(a) Consent of KPMG Peat Marwick LLP.

(b) Consent of Coopers & Lybrand, LLP

* (c) Consent of Richard F. Ober, Jr., Esq. - included in his opinion filed as Exhibit 5 to this Registration
Statement.

* (d) Consent of Thompson Coburn - included in its opinion filed as Exhibit 8 to this Registration Statement.

24 Power of Attorney - included on the signature page of the original filing.

99(a) Form of B.M.J. Proxy

(b) Opinion of Bear, Stearns & Co. Inc. - included as Appendix B to the Proxy Statement- Prospectus included
in this Registration Statement.

* (c) Consent of Bear, Stearns & Co. Inc.

</TABLE>

* To be filed by amendment.

(b) Financial Statement Schedules

All financial statement schedules either are not required or are included in
the notes to the financial statements incorporated by reference herein.

ITEM 22. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual

II-4
<PAGE>

report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in response to Item 20
hereof, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of West Windsor, and the
State of New Jersey on the 20th of November, 1996.

SUMMIT BANCORP.

By: /s/ T. Joseph Semrod
----------------------------
T. Joseph Semrod
Chairman of the Board of
Directors

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, Robert G. Cox, John R.
Haggerty, William J. Healy and Richard F. Ober, Jr., and each of them, the
undersigned's true lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on the 20th day of November, 1996 by the
following persons in the capacities indicated.

<TABLE>
<CAPTION>
Signatures Titles
---------- -------
<S> <C>
/s/ T. Joseph Semrod Chairman of the Board of Directors
---------------------------- (Chief Executive Officer)
T. Joseph Semrod

/s/ Robert G. Cox President and Director
----------------------------
Robert G. Cox

/s/ John R. Haggerty Senior Executive Vice President-Finance
---------------------------- (Principal Financial Officer)
John R. Haggerty

/s/ William J. Healy Executive Vice President and Comptroller
---------------------------- (Principal Accounting Officer)
William J. Healy

Director
----------------------------
S. Rodgers Benjamin

/s/ Robert L. Boyle Director
----------------------------
Robert L. Boyle

/s/ James C. Brady, Jr. Director
----------------------------
James C. Brady, Jr.

/s/ John G. Collins Director
----------------------------
John G. Collins

/s/ T.J. Dermot Dunphy Director
----------------------------
T.J. Dermot Dunphy

</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signatures Titles
---------- -------
<S> <C>
/s/ Anne Evans Estabrook Director
----------------------------
Anne Evans Estabrook

/s/ Elinor J. Ferdon Director
----------------------------
Elinor J. Ferdon

Director
----------------------------
Fred G. Harvey
Director
----------------------------
John R. Howell

/s/ Francis J. Mertz Director
----------------------------
Francis J. Mertz

/s/ George L. Miles, Jr. Director
----------------------------
George L. Miles, Jr.

/s/ Henry S. Patterson II Director
----------------------------
Henry S. Patterson II

Director
----------------------------
Thomas D. Sayles, Jr.

/s/ Raymond Silverstein Director
----------------------------
Raymond Silverstein

/s/ Orin R. Smith Director
----------------------------
Orin R. Smith

/s/ Joseph M. Tabak Director
----------------------------
Joseph M. Tabak
Director
----------------------------
Douglas G. Watson

</TABLE>

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
--------------- ----------
<S> <C>
2 Agreement and Plan of Merger dated August 28, 1996 between B.M.J. and Summit. (Included without exhibits as
Appendix A to the Proxy Statement- Prospectus included in this Registration Statement; with Exhibit A thereto
included as Appendix C to the Proxy Statement-Prospectus included in this Registration Statement and Exhibits B
through E thereto incorporated by reference to Exhibit (2) to the Current Report on Form 8-K of Summit dated
August 28, 1996).

3(a) Restated Certificate of Incorporation of Summit, as restated March 1, 1996 (incorporated by reference
to Exhibit (3)A on Form 10-K for the year ending December 31, 1995).

(b) By-Laws of Summit as amended through October 18, 1995 (incorporated by reference to Exhibit (3)B on Form 10-K for
the year ending December 31, 1995).

4 Rights Agreement, dated as of August 16, 1989, by and between Summit Bancorp. (under the former name UJB Financial
Corp.) and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 2 to the
Registration Statement on Form 8-A, filed August 28, 1989).

* 5 Opinion of Richard F. Ober, Jr., Esq. regarding legality of securities being issued.

* 8 Opinion of Thompson Coburn regarding tax matters.

10 B.M.J. Financial Corp. Stock Option Agreement - included as Appendix C to the Proxy Statement-Prospectus
included in this Registration Statement.

23(a) Consent of KPMG Peat Marwick LLP.

(b) Consent of Coopers & Lybrand, LLP.

* (c) Consent of Richard F. Ober, Jr., Esq. - included in his opinion filed as Exhibit 5 to this Registration
Statement.

* (d) Consent of Thompson Coburn - included in its opinion filed as Exhibit 8 to this Registration Statement.

24 Power of Attorney - included on the signature page of the original filing.

99(a) Form of B.M.J. Proxy

(b) Opinion of Bear, Stearns & Co. Inc.- included as Appendix B to the Proxy Statement- Prospectus
included in this Registration Statement.

* (c) Consent of Bear, Stearns & Co. Inc.

* To be filed by amendment.

</TABLE>

(b) Financial Statement Schedules

All financial statement schedules either are not required or are included in
the notes to the financial statements incorporated by reference herein.

<PAGE>

AUDITORS' CONSENT

Board of Directors
Summit Bancorp:

We consent to the use of our report relating to the combined consolidated
financial statements of Summit Bancorp and subsidiaries dated January 16, 1996,
except as to the first and fourth paragraphs of Note 2, which are as of March 1,
1996, incorporated herein by reference, and to the reference to our Firm under
the heading "Experts" in the registration statement/proxy statement-prospectus.

The report of KPMG Peat Marwick LLP refers to changes in the method of
accounting for certain investments and post-employment benefits in 1994 and a
change in the method of accounting for income taxes in 1993.

/s/ KPMG Peat Marwick LLP
-----------------------------------
KPMG Peat Marwick LLP

Short Hills, New Jersey
November 20, 1996

<PAGE>

Consent of Independent Accountants

We consent to the incorporation by reference in the registration statement of
Summit Bancorp. on Form S-4 of our report on B.M.J. Financial Corp. (the
"Company"), which includes an explanatory paragraph relating to the change in
the method of accounting for loan loss reserves effective January 1, 1995, the
method of accounting for securities effective January 1, 1994 and the method of
accounting for income taxes effective January 1, 1993, dated January 22, 1996 on
our audits of the consolidated financial statements of the Company as of
December 31, 1995 and 1994 and for each of the years in the three year period
ended December 31, 1995 which report is incorporated by reference in the
Company's Annual Report on Form 10-K. We also consent to the reference to our
firm under the caption "Experts."

Coopers & Lybrand L.L.P.

New York, New York
November 20, 1996

<PAGE>

REVOCABLE PROXY
B.M.J. FINANCIAL CORP.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

SPECIAL MEETING OF SHAREHOLDERS
_______ __, 1997

The undersigned, a shareholder of B.M.J. FINANCIAL CORP. ("B.M.J.") hereby
constitutes and appoints Frank N. Elliott, Frank M. Monaghan and Edwin W.
Townsend and each of them acting individually as the attorney and proxy of the
undersigned, with full power of substitution, for and in the name and stead of
the undersigned to attend the Special Meeting of Shareholders of B.M.J. to be
held on ______ __, 1997 at 10:00 a.m., and any adjournment or postponement
thereof, to vote all shares which the undersigned would be entitled to cast if
personally present, upon such business as may properly come before the meeting,
including the following items, as set forth in the notice of meeting and proxy
statement.

1. A proposal to approve an Agreement
and Plan of Merger between B.M.J.
and Summit Bancorp, as more fully
described in the accompanying Proxy For Against Abstain
Statement--Prospectus. [ ] [ ] [ ]

2. A proposal to approve in advance an
adjournment of the Special Meeting,
as more fully described in the
accompanying Proxy Statement For Against Abstain
--Prospectus. [ ] [ ] [ ]

3. To transact such other business as
may properly come before the meeting.

If not otherwise specified, the shares will be voted FOR Proposals One and
Two. The undersigned hereby revokes all previous proxies for such meeting, and
hereby acknowledges receipt of the notice of the meeting and the Proxy Statement
- -- Prospectus furnished herewith.

---------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
-------------------------------------------------|---------------------------|
| |
| |
|_______Stockholder sign above ________Co-holder (if any) sign above__________|

* Detach above card, sign, date and mail in postage paid envelope provided. *

B.M.J. FINANCIAL CORP.
- -------------------------------------------------------------------------------
NOTE: If shares are registered in more than one name, all owners should sign. If
signing in a fiduciary or representative capacity, please give full title
and attach evidence of authority. Corporations please sign with full
corporate name by a duly authorized officer and affix the corporate seal.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- -------------------------------------------------------------------------------