<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1996
================================================================================
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
SUMMIT BANCORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
301 Carnegie Center, P.O. Box 2066,
Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices) (Zip Code)
----------------------
CONVERTED SUMMIT BANCORPORATION
STOCK OPTION PLAN
OF
SUMMIT BANCORP.
(Full title of the plan)
----------------------
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, N.J. 08543-2066
(Name and address of agent for service)
(609) 987-3430
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
===========================================================================================
<S> <C> <C> <C> <C>
Common Stock, 1,279,804 Various $27,313,498.54 $9,418.45
$1.20 par value
</TABLE>
(1) Exhibit (99) sets forth in full the manner in which the registration fee was
calculated. The table sets forth only a summary of the calculation more
fully set forth in Exhibit (99).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted as permitted by the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted as permitted by the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant, Summit Bancorp. ("Summit", "Company" or "Registrant"),
formerly UJB Financial Corp. ("UJB"), hereby incorporates by reference in this
Registration Statement the following documents filed with the Securities and
Exchange Commission (the "SEC"):
(a) Summit's Annual Report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the
fiscal year ended December 31, 1995;
(b) Summit's Current Report on Form 8-K, dated March 1, 1996 (as
amended) and April 11, 1996 filed pursuant to Section 13(a) of the Exchange
Act;
(c) The description of the Common Stock of Summit contained in
Summit's Registration Statement on Form 10 dated August 31, 1970 as
supplemented by the Registration Statement on Form 8-A filed August 28, 1989,
filed pursuant to Section 12(b) of the Exchange Act, including all amendments
thereto and reports filed under the Exchange Act for the purpose of updating
such description as supplemented.
All documents filed by Summit or the Converted Summit Bancorporation
Stock Option Plan of Summit Bancorp. (the "Plan") with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall likewise be deemed to be incorporated herein by
reference and to be a part hereof from and as of the respective dates of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of Summit. As of March 27, 1996, Mr.
Ober beneficially owned 23,957 shares of Common Stock and options to purchase
74,152 shares of Common Stock at a weighted average exercise price of $20.73.
<PAGE>
The combined consolidated financial statements of Summit 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, have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference 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 and
subsidiaries refers to a change in the method of accounting for certain
investments and postemployment benefits in 1994 and to a change in the method
of accounting for income taxes in 1993.
The consolidated financial statements of UJB 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, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP with respect to UJB and
subsidiaries refers to a change in the method of accounting for certain
investments and postemployment benefits in 1994 and to a change in the method
of accounting for income taxes in 1993.
The consolidated financial statements of The Summit Bancorporation and
subsidiaries as of December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994, included in Summit's Current Report
on Form 8-K, dated March 1, 1996, as amended, incorporated by reference herein,
have been incorporated by reference herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
With respect to the indemnification of directors and officers, Section
5 of Article IX of the By-Laws of the Company provides:
Section 5. Indemnification. Each person who was or is a party
and each person who is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or arbitrative, by
reason of the fact that such person is, or was, a director, officer or
employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, agent, or employee of
another corporation, partnership, joint venture, sole proprietorship,
trust or other enterprise, whether or not for profit, shall be
indemnified and reimbursed by the Corporation for liabilities
(including amounts paid or incurred in satisfaction of settlements,
judgments, fines and penalties) and expenses (including reasonable
costs, disbursements and counsel fees) to the fullest extent permitted
by the laws of the State of New Jersey as in effect at the time of
such indemnification. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors, and administrators of
each such person, shall not be exclusive of any other rights or
indemnification to which any director, officer, employee or other
person may be entitled in any capacity as a matter of law or under any
by-law, agreement, vote of shareholders or directors, insurance
policy, or otherwise; and shall continue as to each such person who
has ceased to be a director, officer or employee.
This By-Law shall be implemented and construed to provide any
director, officer, employee, or other person 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,
provided, however, that advancement of counsel fees will be made only
when the Board of Directors determines that arrangements for counsel
are satisfactory to the Board.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.
The Company carries an officers' and directors' liability insurance
policy which provides coverage against judgments, settlements and legal costs
incurred because of actual or asserted acts or omissions of such officers and
directors of the Company 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. This policy provides coverage of $35,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
<PAGE>
ITEM 8. EXHIBITS.
This Registration Statement includes the following exhibits:
(5) Opinion of Richard F. Ober, Jr., Esq. regarding legality.
(10) Converted Summit Bancorporation Stock Option Plan of Summit
Bancorp.
(23)A. Consent of Richard F. Ober, Jr., Esq. (included as part of
Exhibit 5).
B. Consent of KPMG Peat Marwick LLP -- Summit Bancorp. and UJB
Financial Corp.
C. Consent of KPMG Peat Marwick LLP -- The Summit Bancorporation
(24) Power of Attorney (contained on the signature pages to this
Registration Statement).
(99) Calculation of Registration Fee
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if 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 SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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 hereby which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(5) 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 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 as such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, 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 Securities 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and 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
this 17th day of April 1996.
SUMMIT BANCORP.
By: /s/ T. Joseph Semrod
-----------------------------------
T. Joseph Semrod
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Joseph Semrod, John R. Haggerty,
William J. Healy and Richard F. Ober, Jr., and each of them, the undersigned's
true and lawful attorney-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 or 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 17th day of April, 1996 by
the following persons in the capacities indicated.
Signatures Titles
---------- ------
/s/ T. Joseph Semrod Chairman of the Board
- --------------------------- of Directors
T. Joseph Semrod (Chief Executive Officer)
/s/ Robert G. Cox Director and President
- ---------------------------
Robert G. Cox
/s/ John R. Haggerty Senior Executive Vice
- --------------------------- President-Finance
John R. Haggerty (Principal Financial Officer)
/s/ William J. Healy Executive Vice President
- --------------------------- and Comptroller
William J. Healy (Principal Accounting Officer)
/s/ S. Rodgers Benjamin Director
- ---------------------------
S. Rodgers Benjamin
<PAGE>
Signatures Titles
---------- ------
/s/ Robert L. Boyle Director
- ----------------------------
Robert L. Boyle
/s/ James C. Brady Director
- ----------------------------
James C. Brady
/s/ John G. Collins Director
- ----------------------------
John G. Collins
/s/ T.J. Dermot Dunphy Director
- ----------------------------
T.J. Dermot Dunphy
/s/ Anne Evans Estabrook Director
- ----------------------------
Anne Evans Estabrook
/s/ Elinor J. Ferdon Director
- ----------------------------
Elinor J. Ferdon
/s/ Fred G. Harvey Director
- ----------------------------
Fred G. Harvey
/s/ John R. Howell 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
/s/ Thomas D. Sayles, Jr. 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
/s/ Douglas G. Watson Director
- ----------------------------
Douglas G. Watson
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(5) Opinion of Richard F. Ober, Jr., Esq. regarding legality.
(10) Converted Summit Bancorporation Stock Option Plan of Summit Bancorp.
(23)A. Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).
B. Consent of KPMG Peat Marwick LLP -- Summit Bancorp. and UJB Financial
Corp.
C. Consent of KPMG Peat Marwick LLP -- The Summit Bancorporation
(24) Power of Attorney (contained on the signature pages to this
Registration Statement).
(99) Calculation of Registration Fee
<PAGE>
Exhibit (5)
Richard F. Ober, Jr.
Executive Vice President,
General Counsel and Secretary
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543-2066
April 17, 1996
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543-2066
Re: Registration statement on Form S-8 of Summit Bancorp. relating to
1,279,804 shares of Summit Bancorp. common stock issuable in connection
with the Converted Summit Bancorporation Stock Option Plan of Summit
Bancorp.
Gentlemen:
This opinion is given in connection with the Registration Statement on Form S-
8 (the "Registration Statement") filed by Summit Bancorp. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to an aggregate of 1,279,804 shares of the Company's
Common Stock, par value $1.20 per share (the "Shares"), to be issued to holders
of stock options and performance share units under the Converted Summit
Bancorporation Stock Option Plan of Summit Bancorp. (the "Plan") in accordance
with the terms of the Plan. The converted stock options were originally granted
to directors and employees, and the converted performance share units were
originally granted to employees, of the Summit Bancorporation ("Bancorporation")
or an affiliate of Bancorporation under director and employee stock option plans
of Bancorporation and were converted into stock options and performance share
units with respect to the Company's Common Stock in connection with the merger
of Bancorporation with and into UJB Financial Corp., under the name "Summit
Bancorp.", pursuant to an Agreement and Plan of Merger dated September 10, 1995,
as amended by Amendment No. 1 dated December 1, 1995 (the "Merger Agreement").
I have acted as counsel for the Company in connection with the filing of the
Registration Statement. In so acting, I, or members of my legal staff, have
made such investigation, including the examination of originals or copies,
certified or otherwise identified to my satisfaction, of such corporate
documents and instruments as I have deemed relevant and necessary as a basis for
the opinion hereinafter set forth. In connection therewith I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals and the conformity to original documents of all documents
submitted to me as certified or photostatic copies. As to questions of fact
material to such opinion, I have relied upon representations of officers or
representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares registered
pursuant to the Registration Statement and to be issued in accordance with the
terms of the Plan, will, when so issued, be validly issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. I further consent to any and all references to me in the Prospectus
which is part of said Registration Statement, should there be any.
Very truly yours,
/s/ Richard F. Ober, Jr.
<PAGE>
Exhibit (10)
CONVERTED SUMMIT BANCORPORATION
STOCK OPTION PLAN
OF
SUMMIT BANCORP.
I. PURPOSE
-------
The Converted Summit Bancorporation Stock Option Plan of Summit Bancorp.
("Plan") exists solely to enable individuals who, on the effective date of the
merger ("Merger Date") of The Summit Bancorporation ("Bancorporation") with and
into UJB Financial Corp. under the name "Summit Bancorp." (the "Company"), held
outstanding stock options granted under the former Summit Bancorporation Stock
Incentive Plan, as amended ("1984 Plan") and the Summit Bancorporation 1995
Directors Stock Option Plan ("Directors Plan") to exercise such options for
Common Stock and to pay Common Stock of the Company to individuals who on the
Merger Date held performance share units ("Units") granted under the 1984 Plan
and elected to receive payment for the Units in Common Stock.
II. DEFINITIONS
-----------
The following terms shall have the meanings shown:
--------------------------------------------------
2.1 "Award" shall mean, collectively, Options and Units.
2.2 "Award Recipient", as the context requires, is defined to be an
individual holding an Award.
2.3 "Board" shall mean the Board of Directors of the Company.
2.4 "Committee" shall mean the Compensation Committee of the Board.
2.5 "Common Stock" shall mean the common stock, par value $1.20 per
share, of the Company.
2.6 "Disability" shall mean,
(a) pursuant to the 1984 PLAN: the inability of a Participant to
perform the services normally rendered due to any physical or
mental impairment which can be expected to be of either
permanent or indefinite duration, as determined by the
Committee on the basis of appropriate medical evidence, which
results in the Participant's termination of active employment.
(b) pursuant to the DIRECTORS PLAN: the inability to perform the
duties of a Director by reason of any medically determinable
physical or mental impairment.
2.7 "Fair Market Value" shall mean,
(a) pursuant to the 1984 PLAN: with respect to a given day the
average of the highest and lowest reported sales prices of
Common Stock, as reported by such responsible reporting service
as the Committee may select, or if there were no transactions
in the Common Stock on such day, then the last preceding day on
which transactions took place. The foregoing notwithstanding,
the Committee may determine the Fair Market Value in
<PAGE>
such other manner as it may deem more appropriate for Plan
purposes or as is required by applicable laws or regulations.
(b) pursuant to the DIRECTORS PLAN: the average of the high and low
sales prices per share of the Company's common stock,
considered on a composite basis, as quoted by the one or more
national securities exchanges in the United States on which the
Common Stock is listed or to which it is admitted to trading on
one or more national securities exchanges in the United States
pursuant to unlisted trading privileges granted by such
exchanges (and approved by the U.S. Securities and Exchange
Commission) on the relevant date or, if no sales were made on
such date, on the next preceding date on which sales of the
Company's common stock were made.
2.8 "Grant Letter" shall mean the letter from the Company to the
Optionee granting Options under the Plan.
2.9 "Incentive Stock Option" shall mean a right to purchase the
Common Stock which is intended to comply with the terms and
conditions for an incentive stock option as set forth in Section
422 of the Code, or such other sections of the Code as may be in
effect from time to time.
2.10 "Non-Qualified Stock Option" shall mean a right to purchase the
Common Stock which is not intended to comply with the terms and
conditions for a tax-qualified stock option, as set forth in
Section 422 of the Code, or such other sections of the Code as
may be in effect from time to time.
2.11 "Options" shall mean the Incentive Stock Options and
Non-Qualified Stock Options granted pursuant to the Grant
Letters.
2.12 "Optionee", as the context requires, is defined to be an
individual holding an Option.
2.13 "Retirement" shall mean
(a) for the 1984 PLAN: a cessation of the employee-employer
relationship between a Participant and the Company or one of
its Subsidiaries if, at the time of such cessation, the
Participant has both attained age 60 and completed 10 years
of service with the Company or its Subsidiaries, but shall
not include a cessation of the employee-employer
relationship due to discharge, death or Disability.
(b) for the DIRECTORS PLAN: mandatory retirement pursuant to any
statute, regulation, by-law or Board Policy.
2.14 "Subsidiary" shall mean any corporation of which the Company owns
50 percent or more of the total combined voting power of all
classes of stock.
III. ADMINISTRATION
--------------
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it deems as necessary or advisable. All determinations and interpretations
made by the Committee shall be final, binding and conclusive on all Award
Recipients and on their legal representatives and beneficiaries.
<PAGE>
IV. COMMON STOCK SUBJECT TO THE PLAN; ADJUSTMENTS
---------------------------------------------
Common Stock delivered upon exercise of an Award may be either
authorized and unissued shares of Common Stock or authorized and issued shares
of Common Stock held by the Company as treasury stock. In the event of any
change or changes in the outstanding Common Stock of the Company by reason of
any stock dividend, recapitalization, reorganization, merger, consolidation,
stock split, spin-off, split-up, exchange of shares, liquidation,
reclassification, combination or other similar transaction, the number of
shares of Common Stock subject to an Award and the exercise price of any Option
shall be automatically adjusted to prevent dilution or enlargement of the
Award.
V. MANNER OF OPTION EXERCISE
-------------------------
5.1 Notice and Payment. Options shall be exercised in whole or in part, by
------------------
delivery of a written notice of the intention to exercise the Option
with respect to a specified number of shares to the Office of the
Corporate Secretary of the Company at 301 Carnegie Center, P.O. Box
2066, Princeton, New Jersey 08543-2066. Such notice must be accompanied
by full payment of the option exercise price in the form of (i) cash,
(ii) shares of Common Stock having a Fair Market Value equal to the
aggregate option exercise price or (iii) a combination of (i) and (ii).
Shares of Common Stock deliverable in connection with the exercise may
not be released to the Optionee exercising the particular Option until
all tax withholding obligations related to the exercise have been
satisfied by such Optionee. The Committee may impose such limitations
and prohibitions on the use of shares of Common Stock to exercise a
converted Option originally granted under the 1984 Plan as it deems
appropriate.
5.2 An Optionee may exercise any Non-Qualified Stock Options granted under
the Plan in any order regardless of the original date of grant of the
Option or the existence of any other outstanding Option.
5.3 Cashless Exercise of Options. Options may be exercised by delivery of
----------------------------
an irrevocable notice of exercise signed by the Optionee, accompanied
by payment in full of the option exercise price by the Optionee's
broker and an irrevocable instruction to the Company to deliver the
shares of Common Stock issuable upon exercise of the Option promptly to
the Optionee's broker for the Optionee's account, provided that at the
time of such exercise, such exercise would not subject the Optionee to
liability under Section 16(b) of the Securities Exchange Act of 1934,
or would be exempt pursuant to Securities and Exchange Commission Rule
16b-3 or any other exemption from such liability.
VI. EXPIRATION AND EXERCISABILITY OF OPTIONS
----------------------------------------
Options shall expire on the date set forth in the relevant Grant Letter.
An Option may be exercised in whole or in part at any time prior to its
expiration date unless earlier terminated pursuant to Article VII.
VII. EFFECT OF TERMINATION OF EMPLOYMENT OR DIRECTORSHIP
---------------------------------------------------
7.1 Directors Plan. Any unexercised and still exercisable portion of
--------------
Options granted under the Directors Plan shall terminate upon the
earliest to occur of:
(a) removal for cause, in which instance termination shall be
immediate;
(b) three months following the Optionee ceasing to serve as a
Director for reason other than Retirement, Disability or death;
(c) one year following the Optionee ceasing to serve as a Director
because of Retirement, Disability or death.
<PAGE>
7.2 1984 Plan. Any unexercised and still exercisable portion of Options
---------
granted under the 1984 Plan shall terminate upon the earliest to occur
of:
(a) resignation or discharge, in which instance termination shall be
immediate;
(b) three months following the death of an Optionee (i) while an
employee or (ii) following termination of employment due to
Retirement, resignation with consent or Disability, provided that in
no event shall an Incentive Stock Option be exercisable beyond the
remaining term of the Option.;
(c) for Incentive Stock Options, three months following termination of
employment due to Retirement or resignation with consent, except as
otherwise provided in Section 7.3, and provided that in no event
shall an Incentive Stock Option be exercisable beyond the remaining
term of the Option;
(d) for Non-Qualified Stock Options, one year following termination of
employment due to Retirement or resignation with consent, except as
otherwise provided in Section 7.3 and provided that in no event
shall a Non-Qualified Stock Option be exercisable beyond the
remaining term of the Option;
(e) one year following termination of employment due to Disability,
except as otherwise provided in Section 7.3, and provided that in no
event shall an Incentive Stock Option be exercisable beyond the
remaining term of the Option.
7.3 Forfeiture of Options All of an Optionee's Options granted under the
---------------------
1984 Plan shall terminate if, following Retirement, Resignation with
Consent or Disability, the Optionee has been found by the Committee to
be directly or indirectly in competition with the Company or otherwise
inimical to or not in the best interest of the Company.
VIII. UNITS
-----
Units shall be paid in whole shares of Common Stock having a fair market value
equal in the aggregate to the number of shares of Common Stock subject to the
Units multiplied by $35.125. Shares of Common Stock deliverable in connection
with the payment of Units may not be released until all tax withholding
obligations arising in connection with the payment on Units have been satisfied
by the holder of the Units.
IX. MISCELLANEOUS
-------------
9.1 Adherence to Company Policy. The Award Recipient, by executing the
---------------------------
acknowledgment copy of any Grant Letter issued pursuant to this
Plan, agrees (1) not to disclose any trade or secret data or any
other confidential information acquired while employed by the
Company during employment or after termination of employment or
retirement, (2) to abide by all the terms and conditions of the Plan
and such other terms and conditions as may be imposed by the
Committee, and (3) not to interfere with the employment of any other
employee of the Company or a Subsidiary.
9.2 Effectiveness Upon Acknowledgment. No Option shall be exercisable
---------------------------------
unless and until the Optionee has executed a counterpart of the
Grant Letter for such Option. Execution by an Optionee of a
counterpart of a Grant Letter shall constitute acceptance of all the
terms and conditions of the Grant Letter and this Plan document.
<PAGE>
9.3 No Rights as a Shareholder. An Award Recipient shall have no rights
--------------------------
as a shareholder with respect to any Common Stock covered by an
Award until the date of issuance of a stock certificate for such
Common Stock.
9.4 No Right to Employment. Nothing in this Plan or in any Award
----------------------
confers on any person any right to continue in the employ of or
perform any services for the Company or any Subsidiary or interferes
in any way with the right of the Company or any Subsidiary to
terminate the employment of any employee at any time for any reason.
9.5 No Transferability of Options. No Award under the Plan shall be
-----------------------------
transferable by the recipient thereof other than by the laws of
descent and distribution and may be exercised according to its terms
and this Plan (a) only by the Award Recipient during his or her
lifetime, (b) following the death of an Optionee, by the legal
guardian, legal representative, heirs or devisees of the Optionee
and (c) following the death of a holder of Units, by any
beneficiaries designated in a writing by such holder prior to such
holder's death, expressly for this purpose.
9.6 Substitution of Options. New options may be substituted for the
-----------------------
Options, to the extent then exercisable, granted under the Plan, or
the Company's duties as to Options outstanding under the Plan may be
assumed by a parent or subsidiary corporation of the Company, by
another corporation or by a parent or subsidiary (within the meaning
of Section 425 of the Code) of such other corporation, in connection
with any merger, consolidation, acquisition, separation,
reorganization, liquidation or like occurrence in which the Company
is involved. In the event of such substitution or assumption, the
term Common Stock shall thereafter include the stock of the
corporation granting such new options or assuming the Company's
duties as to such Options.
9.7 General Restriction. Any Award granted under this Plan shall be
-------------------
subject to the requirement that, if at any time the Committee shall
determine that any listing or registration of the shares of Common
Stock, or any consent or approval of any governmental body, or any
other agreement or consent, is necessary as a condition of the
issuance of Common Stock in satisfaction of an exercise thereof,
such Common Stock will not be issued or delivered until such
requirement is satisfied in a manner acceptable to the Committee.
9.8 Withholding Taxes.
-----------------
(a) The Committee shall have the right to require Award Recipients
who are current or former employees of Bancorporation or the
Company to remit to the Company an amount of cash sufficient to
satisfy any federal, state and local withholding tax requirements
prior to the delivery of any certificates for shares of Common
Stock under the Plan.
(b) The Company shall have the right to withhold from payments made
in cash to any Award Recipient who is a current or former
employee of Bancorporation or the Company under the terms of the
Plan, an amount sufficient to satisfy any federal, state and
local withholding tax requirements imposed with respect to such
cash payments.
(c) Amounts to which the Company is entitled pursuant to 8.6(a) or
(b), may be paid, at the election of the Award Recipient and with
the approval of the Committee, either (i) in cash, (ii) withheld
from the Award Recipient's salary (provided the Award Recipient
is an employee of the Company at the time the amount is due) or
any other payment then payable by the Company (or any other
Subsidiary) to the Award Recipient, including cash payments made
under this Plan, or (iii) in shares of Common Stock
<PAGE>
otherwise issuable to the employee upon exercise of an Award,
that have a fair market value on the date on which the amount of
tax to be withheld is determined (the "Tax Date") not less than
the minimum amount of tax the Company is required to withhold. An
Award Recipient's election to have shares of Common Stock
withheld that are otherwise issuable shall be in writing, shall
be irrevocable upon approval by the Committee, and shall be
delivered to the Company prior to the Tax Date with respect to
the exercise of an Award, and, if the Award Recipient is subject
to the short-swing profit rules of Section 16(b) of the
Securities Exchange Act of 1934, as amended, shall be delivered
to the Company only during a window period of ten (10) days
beginning on the third business day following the date of the
public release of annual or quarterly financial information with
respect to the Company.
9.9 Investment Representation. If the Committee determines that
-------------------------
such a written representation is necessary in order to secure an
exemption from registration under the Securities Act of 1933, the
Committee may demand that the optionee deliver to the Company at
the time of any exercise of any Award, a written representation
that the shares to be acquired are to be acquired for investment
and not for resale or with a view to the distribution thereof. If
the Committee makes such a demand, delivery of a written
representation satisfactory to the Committee shall be a condition
precedent to the right of the Award Recipient to acquire such
shares of Common Stock.
9.10 Non-Uniform Determinations. The Committee's determinations
--------------------------
under this Plan need not be uniform and may be made by it
selectively among persons who have received Awards under this
Plan, whether or not such persons are similarly situated.
<PAGE>
Exhibit (23)B.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Summit Bancorp (formerly UJB Financial Corp.):
We consent to incorporation by reference in the Registration Statement on Form
S-8, of Summit Bancorp, (formerly UJB Financial Corp.), dated April 18, 1996, of
our report dated January 16, 1996 except as to the first and fourth paragraphs
of Note 2, which are as of March 1, 1996, relating to the consolidated balance
sheets of UJB Financial Corp. and subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995, and our report dated January 16, 1996, except as to the first and fourth
paragraphs of Note 2, which are as of March 1, 1996, relating to the combined
consolidated balance sheetss of Summit Bancorp and subsidiaries as of December
31, 1995 and 1994, and the related combined consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995 which reports are incorporated by reference in
the December 31, 1995 Annual Report on Form 10-K of Summit Bancorp. We consent
to the reference to our Firm under the heading "Interest of Named Experts and
Counsel" in the Registration Statement.
The reports of KPMG Peat Marwick LLP refer to changes in the method of
accounting for certain investments and postemployment benefits in 1994 and a
change in the method of accounting for income taxes in 1993.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Short Hills, New Jersey
April 18, 1996
<PAGE>
Exhibit (23)C.
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Summit Bancorp.
We consent to incorporation by reference in the Registration Statement on
Form S-8, of Summit Bancorp (formerly UJB Financial Corp.), dated April 18,
1996, of our report dated January 17, 1995, relating to the consolidated balance
sheets of The Summit Bancorporation and subsidiaries as of December 31, 1994,
and 1993, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1994, which report is included in the Current Report on Form 8-K
dated March 1, 1996 (as amended) of Summit Bancorp and to the reference to our
Firm under the heading "Interest of Named Experts and Counsel" in the
Registration Statement.
.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 18, 1996
<PAGE>
Exhibit (99)
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Offering Outstanding Option Aggregate
Price Per Unit Shares to be Registered Offering Price
- ------------------------------------------------------------
<C> <C> <C>
$ 9.6000 990 $ 9,504.00
- ------------------------------------------------------------
$10.8556 122,265 $ 1,327,259.93
- ------------------------------------------------------------
$13.8333 28,759 $ 397,831.87
- ------------------------------------------------------------
$15.1556 990 $ 15,004.04
- ------------------------------------------------------------
$15.1556 146,664 $ 2,222,780.92
- ------------------------------------------------------------
$15.4000 2,970 $ 45,738.00
- ------------------------------------------------------------
$16.4111 46,332 $ 760,359.09
- ------------------------------------------------------------
$16.7889 23,301 $ 391,198.16
- ------------------------------------------------------------
$17.6667 5,635 $ 99,551.85
- ------------------------------------------------------------
$19.0556 8,452 $ 161,057.93
- ------------------------------------------------------------
$19.1889 3,960 $ 75,988.04
- ------------------------------------------------------------
$19.4667 1,408 $ 27,409.11
- ------------------------------------------------------------
$19.5444 18,852 $ 368,451.03
- ------------------------------------------------------------
$19.8667 43,377 $ 861,757.85
- ------------------------------------------------------------
$19.9444 5,445 $ 108,597.26
- ------------------------------------------------------------
$19.9444 96,822 $ 1,931,056.70
- ------------------------------------------------------------
$20.0889 17,078 $ 343,078.23
- ------------------------------------------------------------
$20.2000 4,455 $ 89,991.00
- ------------------------------------------------------------
$20.8333 43,460 $ 905,415.22
- ------------------------------------------------------------
$21.3222 17,100 $ 364,609.62
- ------------------------------------------------------------
$21.4556 2,610 $ 55,999.12
- ------------------------------------------------------------
$21.4578 4,590 $ 98,491.30
- ------------------------------------------------------------
$21.5278 103,950 $ 2,237,814.81
- ------------------------------------------------------------
$21.5278 149,040 $ 3,208,503.31
- ------------------------------------------------------------
$21.7222 171,019 $ 3,714,908.92
- ------------------------------------------------------------
$21.9556 4,224 $ 92,740.45
- ------------------------------------------------------------
$22.1667 4,131 $ 91,570.64
- ------------------------------------------------------------
$22.2222 990 $ 21,999.98
- ------------------------------------------------------------
$22.5556 5,635 $ 127,100.81
- ------------------------------------------------------------
$24.0278 26,820 $ 644,425.60
- ------------------------------------------------------------
$24.0278 4,140 $ 99,475.09
- ------------------------------------------------------------
$39.0278 1,530 $ 59,712.53
- ------------------------------------------------------------
$39.0278 162,810 $ 6,354,116.12
- ------------------------------------------------------------
1,279,804 $27,313,498.54
- ------------------------------------------------------------
</TABLE>
AMOUNT OF REGISTRATION FEE: 1/29th of 1% of $27,313,498.54 = $9,418.45
