SUMMIT BANCORP/NJ/
S-8 POS, 1999-04-22
NATIONAL COMMERCIAL BANKS
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     As filed with the Securities and Exchange Commission on April 22, 1999
                                                      Registration No. 333-69119
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                        AMENDMENT NO. 2 (POST-EFFECTIVE)
                                   ON FORM S-8
                                   TO FORM S-4

                          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 Identification Number)
 incorporation or organization)

      301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
               (Address of Principal Executive Offices)     (Zip Code)


CONVERTED NEW CANAAN BANK AND TRUST COMPANY 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 Maximum       Proposed Maximum
Title of Securities to            Amount to be           Offering Price Per      Aggregate Offering          Amount of
be Registered                      Registered                  Unit                   Price              Registration Fee

<S>                                  <C>                      <C>                   <C>                         <C>
Common Stock,                        139,996                      N/A                  N/A                         (2)
$.80 par value
(and associated stock
purchase rights)(1)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Prior to the occurrence of certain  events,  the stock purchase rights will
     not be evidenced separately from the common stock.

(2)  The  Registrant  previously  paid $ 12,740  with  the  original  filing  on
     December 17, 1998 to register  1,422,161 shares of the Registrant's  common
     stock,  including  the 139,996  shares which may be issued  pursuant to the
     plan listed above.

This amendment shall become  effective in accordance with the provisions of Rule
464 promulgated under the Securities Act.
<PAGE>
                                EXPLANATORY NOTE

The  undersigned  Registrant  hereby files this  post-effective  amendment  (the
"Registration  Statement")  to  register  on Form S-8  139,996  shares of Summit
Bancorp. (hereinafter "Summit", the "Company" or the "Registrant") common stock,
$.80 par value, ("Common Stock") and attached preferred stock purchase rights of
the Company, previously registered on Form S-4 (File No. 333-69119) incorporated
herein by reference,  for issuance pursuant to options  previously granted under
the New Canaan Bank and Trust  Company  1995 Stock  Option Plan (the "New Canaan
Stock Option  Plan").  Pursuant to the terms and conditions of the Agreement and
Plan of Merger  dated  August 24,  1998  between  Summit and New Canaan Bank and
Trust  Company  ("New  Canaan"),  the New  Canaan  Stock  Option  Plan  has been
converted into the Converted New Canaan Bank and Trust Company Stock Option Plan
of Summit Bancorp and  outstanding  options  granted  pursuant to the New Canaan
Stock Option Plan were converted  into options to purchase the Company's  Common
Stock.  The merger of New Canaan with and into the Registrant was consummated on
March 31, 1999.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  Registrant  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, 1998;

        (b) The description of the Common Stock of Summit  contained in Summit's
Registration  Statement  on Form 10 dated  August 31,  1970,  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  (File
No. 1-6451); and

        (c) The description of the Company's Preferred Stock Purchase Rights set
forth in 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 (File No. 1-6451).

        All  documents  filed by Summit 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.

                                        2
<PAGE>
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 April 15, 1999 Mr.
Ober  beneficially  owned 48,843  shares of Common Stock and options to purchase
132,034 shares of Common Stock at a weighted average exercise price of $22.11.

        The consolidated  financial  statements of Summit and subsidiaries as of
December  31, 1998 and 1997 and for each of the years in the  three-year  period
ended December 31, 1998, included in Summit's Annual Report on Form 10-K for the
year ended  December  31, 1998,  incorporated  by  reference  herein,  have been
incorporated  by  reference  herein  in  reliance  upon the  report of KPMG 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 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,

                                        3
<PAGE>
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 high ranking officer 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.

        (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.

                                        4
<PAGE>
        (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 consolidation 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

                                        5
<PAGE>
                         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 acts 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.

        Article 7 of Summit's  Restated  Certificate of  Incorporation  provides
that:

                                        6
<PAGE>
        Except to the extent  prohibited  by law,  no Director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed to the  Corporation or its  shareholders
provided that a Director or officer shall not be relieved from liability for any
breach of duty based upon an act or omission  (a) in breach of such persons duty
of  loyalty to the  Corporation  or its  shareholders,  (b) not in good faith or
involving a knowing  violation of law or (c) resulting in receipt of an improper
personal  benefit.  Neither the  amendment  or repeal of this Article 7, nor the
adoption  of  any  provision  of  this  Restated  Certificate  of  Incorporation
inconsistent  with this Article 7, shall  eliminate or reduce the effect of this
Article 7 in respect of any matter which occurred,  or any cause of action, suit
or claim  which but for this  Article 7 would have  accrued or arisen,  prior to
such amendment, repeal or adoption.

        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 $50,000,000 in the aggregate.

Item 7.  Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        This Registration Statement includes the following exhibits:

5         Opinion of Richard F. Ober, Jr., Esq. regarding legality.

10(a)     New Canaan Bank and Trust Company 1995 Stock Option Plan

23(a)     Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).

  (b)     Consent of KPMG LLP.

24        Power of Attorney (previously contained on the signature pages to this
          Registration Statement as filed on Form S-4 on December 17, 1998).

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:

                                        7
<PAGE>
                (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   Securities  and  Exchange
        Commission by the Registrant  pursuant to Section 13 or Section 15(d) of
        the  Securities  Exchange  Act of 1934  (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)  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.

                                        8
<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  Amendment
No. 2 to Registration  Statement No. 333-69119 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 22nd day of April, 1999.

                                         SUMMIT BANCORP.

                                   By:             *                   
                                         T. Joseph Semrod
                                         Chairman of the Board of Directors
                                         and Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Amendment No. 2 to Registration Statement No. 333-69119 has been signed below on
the  22nd  day  of  April,  1999  by the  following  persons  in the  capacities
indicated.
<TABLE>
<CAPTION>
        Signatures                                   Titles
<S>                                               <C>
             *                                     Chairman of the Board
     T. Joseph Semrod                              of Directors (Chief Executive Officer)

             *                                     President and Director
     Robert G. Cox

     /s/   William J. Healy                        Executive Vice
     William J. Healy                              President-Finance
                                                   (Principal Financial Officer)

     /s/  Paul V. Stahlin                          Senior Vice President
     Paul V. Stahlin                               and Comptroller
                                                   (Principal Accounting Officer)

                  *                                Director
     S. Rodgers Benjamin

                  *                                Director
     Robert L. Boyle

                  *                                Director
     James C. Brady

                  *                                Director
     John G. Collins

                                        9
<PAGE>
        Signatures                                  Titles

                  *                                Director
     T.J. Dermot Dunphy

                  *                                Director
     Anne Evans Estabrook

                  *                                Director
     Elinor J. Ferdon

                                                   Director
     William M. Freeman

                  *                                Director
     Thomas H. Hamilton

                  *                                Director
     Fred G. Harvey

                  *                                Director
     Francis J. Mertz

                  *                                Director
     George L. Miles, Jr.

                  *                                Director
     Raymond Silverstein

                  *                                Director
     Orin R. Smith

                  *                                Director
     Joseph M. Tabak

                 *                                 Director
     Douglas G. Watson

                                   *By: /s/ Richard F. Ober, Jr.
                                        Richard F. Ober, Jr.
</TABLE>

                *Richard F. Ober,  Jr., by signing  his name  hereto,  does sign
                this document on behalf of the persons named above,  pursuant to
                a power of attorney duly executed by such persons and previously
                filed.

                                       10
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                                Description


5        Opinion of Richard F. Ober, Jr., Esq. regarding legality.

10(a)    New Canaan Bank and Trust Company 1995 Stock Option Plan

23(a)    Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).

  (b)    Consent of KPMG LLP.

24       Power of  Attorney  (contained  on the  signature  pages to this
         Registration Statement as filed on Form S-4 December 17, 1998).





                                       11

                                                                       Exhibit 5


April 14, 1999


Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543

Re:  Registration  Statement on Form S-8 of Summit Bancorp.  Relating to 139,996
     Shares of Summit  Bancorp.  Common Stock  Issuable in  Connection  with the
     Converted  New Canaan Bank and Trust  Company  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 139,996 shares of the Company's Common
Stock, par value $.80 per share (the "Shares"), to be issued to holders of stock
options  under the Converted New Canaan Bank and Trust Company Stock Option Plan
of Summit  Bancorp.  (the "Plan") upon the exercise  thereof.  Such options were
originally  granted to  employees  of New Canaan  Bank and Trust  Company  ("New
Canaan") under a stock option plan of New Canaan and were converted into options
with respect to the Company's  Common Stock in connection with the merger of New
Canaan with and into the Company,  pursuant to an  Agreement  and Plan of Merger
dated August 24, 1998.

         I have acted as counsel for the Company in  connection  with the filing
of the Registration  Statement.  In so acting,  I 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 upon the
exercise of stock  options under the Plan will,  when issued in accordance  with
the Plan, 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.

                                  Exhibit 10(a)

                        NEW CANAAN BANK AND TRUST COMPANY
                             1995 STOCK OPTION PLAN

1.   Purpose
     The purpose of this Plan (the "Plan") is to provide a means of inducing key
employees  to remain  with New Canaan  Bank and Trust  Company  (the  "Bank") to
encourage  such  employees to continue to promote the best interests of the Bank
by offering  them a greater  stake in its success and a closer  identity with it
through increased stock ownership, and to enable the Bank to compete effectively
for the  services  of new key  personnel  who may be needed to help carry on the
Bank's  expanding  operations and to insure its continued  development.  Nothing
contained in this Plan, or in any option  granted under this Plan,  shall confer
upon any optionee any right with respect to  continuance  of  employment  by the
Bank,  or limit in any way the  right of the Bank to  terminate  the  optionee's
employment at anytime.

2.   Eligibility
     Options  shall be granted under this Plan only to key employees of the Bank
who, in the opinion of the Board of Directors of the Bank (the "Board"), perform
services of special importance to the management,  operations and development of
the business of the Bank. The Plan shall be administered by the Compensation and
Personnel  Committee  but all  grants  shall  be made  solely  by the  Board  of
Directors.  The Board shall  determine the key  employees to be granted  options
and,  subject to the  provisions of Section 8 of this Plan, the number of shares
subject to each option. No Option shall be granted under this Plan to a director
who is not also an  employee  of the  Bank.  Furthermore,  the Board may grant a
stock  appreciation  right in connection with any option,  either at the time of
grant of such option or at any time thereafter during the term of such option.

3.   Effective Date and Termination of Plan
     This Plan shall become effective upon its adoption by the Board, subject to
ratification by the shareholders, and shall supersede the 1989 Stock Option Plan
which was  terminated  by  resolution  of the Board  except for any  outstanding
options previously granted. This Plan shall terminate upon the expiration of ten
(10) years from the date on which it is adopted by the  shareholders of the Bank
or at such earlier time as the Board may determine. Options may be granted under
this plan at any time and from time to time prior to its termination. Any option
outstanding  under  this Plan at the  termination  of the Plan  shall  remain in
effect until it shall have been exercised in full or shall have expired.

4.   The Stock
     The Board is hereby  authorized  to grant options to purchase up to but not
to exceed a maximum of 75,000  shares of common stock of the Bank,  $5 par value
(the  "Shares"),  subject to adjustment as provided in Section 8 below regarding
reorganization,  recapitalization and other changes in corporate structure. Such
shares may be unissued  shares or previously  issued shares  reacquired or to be
reacquired  by the Bank.  All or any shares  subject to an option under the Plan
which, for any reason,  expires or terminates  unexercised as to such shares may
again be subject to an option  under this Plan.  However,  upon  surrender of an
option, in whole or in part, and exercise of a related stock


<PAGE>

appreciation  right,  the number of shares  subject  to the  option (or  portion
thereof  surrendered) to which the stock appreciation right relates shall not be
available for future options.

5.   Price
     (a) The  purchase  price  for  each  share  subject  to an  option  granted
hereunder  shall be 100% of the Fair Market Value,  as defined  herein,  of such
share on the date the option is granted,  but not less than par value.  The Fair
Market  Value of any such  share  shall be as  determined  by the Board and such
determination  shall be binding upon the Bank and upon the  optionee.  The Board
shall make such  determination  upon the basis of the mean  between  highest and
lowest quoted selling prices on the day prior to the date of the option grant in
the  over-the-counter  market,  as  reported  by a  recognized  stock  quotation
service; provided that if there were no sales on such day, the fair market value
shall be the mean between the highest and lowest  selling  prices on the nearest
day preceding.
     (b) The  option  price of each share  purchased  upon the  exercise  of any
option  shall  be paid in full  in  cash  at the  time of such  purchase,  and a
certificate  representing  shares so purchased  shall be delivered to the person
entitled thereto.

6.   Terms and Conditions of Options
     Options granted hereunder shall contain the following terms and conditions:

     (a) Stock options  granted  hereunder shall have a maximum term of ten (10)
years  from the date of  grant.  Options  shall be  exercisable  in three  equal
installments on the annual anniversary of the grant beginning one year after the
grant as provided by the Board at the time of grant. In no event shall an option
or any stock  appreciation  right be  exercised  until six  months  after  grant
thereof  except  that this  limitation  shall not apply in the event of death or
disability, in which case the option or right shall be exercisable in accordance
with Sections 6 (c) or 6 (d), respectively.

     (b) No option or any other  right  under  this Plan  shall be  transferable
otherwise than by will or the laws of descent and distribution,  and each option
shall be exercisable  during the optionee's  lifetime only by the optionee or by
his or her guardian or other legal representative.

     (c) If the optionee's  employment  should terminate prior to the expiration
date of the option by reason of death or retirement,  the option shall terminate
three years after termination of employment or on the expiration date, whichever
is earlier,  and the optionee or the optionee's successor in interest may, prior
to its termination, exercise such option in whole or in part with respect to the
number of shares the optionee was entitled to purchase on the date preceding the
termination of the optionee's employment.

     (d) If the optionee's  employment  with the Bank should  terminate prior to
the  expiration  date due to discharge or voluntary  termination  of  employment
other than by  retirement,  the option  shall  terminate  three months after the
termination of such employment or on the expiration date,  whichever is earlier,
and the  optionee  may,  prior to the  termination  of the option,  exercise the
option in whole or in part with respect to the number of shares the optionee was
entitled to purchase on the date preceding the termination of his employment.

<PAGE>

     (e) Time spent on leave of absence shall be  considered  as employment  for
purposes of the Plan.  Leave of absence  means any period of time away from work
granted by the Bank to the  optionee  because of illness or injury or because of
other reasons  satisfactory  to the Bank,  provided that if such period  exceeds
ninety (90) days, the optionee's right to work shall be confirmed in writing.

     (f) The Board  may  require  the  surrender  of  outstanding  options  as a
condition precedent to the grant of new options.

     (g) The Bank  reserves  the right from time to time to suspend the exercise
of any option for a period not to exceed thirty (30) days where such  suspension
is required for corporate purposes.  No such suspension shall extend the life of
the  option  beyond  its  expiration  date,  but in no  event  will  there  be a
suspension in the five (5) calendar days immediately preceding the expiration.

     (h)  Subject to the  limitations  contained  herein,  any  options  granted
hereunder may contain such other terms and  conditions as the Board of Directors
shall determine.

7.   Stock Appreciation Rights
     Stock  appreciation  rights may be granted by the Board in connection  with
any stock  option;  provided,  however,  that the  exercise by the optionee of a
stock  appreciation  right shall be subject to the  consent of the Board.  If an
application to exercise any stock  appreciation  right is approved by the Board,
the  related  option or  portion  thereof  shall be  surrendered  to the Bank in
exchange for  payments by the Bank of shares (at the Fair Market Value  thereof,
as defined  in Section 7, but not less than par value) or cash or a  combination
thereof,  in an amount equal to the excess of the aggregate Fair Market Value of
the shares subject to the option, or portion thereof, being surrendered over the
aggregate  purchase  price thereof  determined as set forth in Section 5 hereof,
provided,  however,  that fractional shares shall not be issued.  Any option, to
the  extent  surrendered,   shall  thereupon  cease  to  be  exercisable.  Stock
appreciation  rights shall be subject to the following  terms and conditions and
to such other terms and conditions, not inconsistent with the Plan, as the Board
shall from time to time approve:

     (a) Stock appreciation  rights shall be exercisable in whole or in part, at
such time or times and to the extent that the option to which they relate  shall
be exercisable, subject to the limitations included in the proviso in the second
sentence of clause (b) below.

     (b) The Board shall have the sole discretion to determine the form in which
payment (i.e. cash, shares or any combination thereof) will be made. However, at
the time  application is made to the Board for approval of a stock  appreciation
right  exercise,  optionee may request the form of payment:  provided,  however,
that optionees who are subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and who request  payment either in whole or in part in cash
may make such  application  and request only during the period  beginning on the
third  business  day  following  the date of release of the Bank's  quarterly or
annual  financial  statements  and ending on the twelfth  business day following
such  date.  If the Board does not  consent to the  request,  the  optionee  may
rescind his application for exercise or accept the form of payment determined by
the Board.  If the Board  consents,  such  consent  shall be effective as of the
optionee's date of application.

<PAGE>

     (c) The Fair Market Value of a share for the purposes of stock appreciation
rights shall mean the same value defined in Section 5 hereof,  but determined as
of the date of the optionee's date of application.

8.   Changes in Stock, Adjustments, Etc.
     In the event of any  reorganization,  recapitalization,  stock split, stock
dividend,  combination of shares, merger, consolidation,  rights offering or any
other change in the corporate structure of shares of the Bank:

     (a) The aggregate  number and kind of shares  available under this Plan may
be appropriately adjusted by the Board; and

     (b) The  options  granted  under this Plan shall  provide  that in any such
event the Board may  determine  the  appropriate  adjustments  to be made in the
number and kind of shares  covered  by such  options  and in the  option  price.
Notice of any such  adjustment  shall be given by the Bank to each holder of any
option which shall have been so adjusted and such adjustments shall be effective
and binding for all purposes.  The Board shall have authority to make provisions
for  settlement  in  cash of any  fractional  shares,  in  lieu of the  issuance
thereof, which become purchasable as a result of any such adjustment.

9.   Administration and Amendment of the Plan
     The Bank shall effect the grant of options under this plan by execution, by
the Bank and the optionee, of an instrument in writing,  incorporating the terms
of the Plan by reference and containing  such other  conditions and in such form
as may be  approved  by the Board but in no event  inconsistent  with  terms and
conditions set forth specifically elsewhere in the Plan. The Board, from time to
time, may adopt rules and  regulations for carrying out this Plan, and may, from
time to time,  make such  changes in and  additions  to this Plan and,  with the
consent of an optionee, to the terms and conditions of his/her option, as it may
deem proper, without further action on the part of the shareholders of the Bank;
provided,  however,  that unless the  shareholders  of the Bank shall have first
approved  thereof (i) the total number of shares  which may be  purchased  under
this Plan by all employees, shall not be increased, except as otherwise provided
in Section 8 of this Plan, (ii) the purchase price shall not be changed,  except
as otherwise  provided in Section 8 of this Plan, and (iii) the expiration  date
of this Plan shall not be extended.  The  interpretation and construction of any
provision of this Plan by the Board shall be final and  conclusive.  No Director
who is or shall  have been an  employee  of the Bank  shall  vote on any  action
required or permitted to be taken under this Plan by the Board of Directors.


<PAGE>

1.   Amendment of Stock Option Plan

     RESOLVED,  that the 1995 Stock  Option  Plan of New  Canaan  Bank and Trust
     Company  (the  "Bank")  be,  and the same  hereby  is,  amended  to add the
     following sentence to Section 6 (h):

          "The  Board  may issue  options  on terms and  conditions  other  than
          expressly  limited  herein  to  effectuate  the  terms of any  written
          contract of  employment  provided  such terms and  conditions  are not
          specifically  reserved by Section 9 hereof as changes  requiring prior
          shareholder approval."

     RESOLVED,  FURTHER,  that the  Chairman  of the Bank be,  and he hereby is,
     authorized, empowered and directed to do all things by him deemed necessary
     and  appropriate,  including  delegation  of authority,  to effectuate  the
     foregoing Resolution.


<PAGE>

                                  ATTACHMENT 2

                        New Canaan Bank and Trust Company

Resolution  to Amend the 1995 Stock  Option Plan to  Accelerate  the Exercise of
Options in the event of an Change in Control.

     RESOLVED, that the 1995 Stock Option Plan (the "Plan") of New Canaan Bank &
     Trust  Company  (the  "Bank") be and  hereby is  amended,  pursuant  to the
     authority  granted to this Board of  Directors by the terms of Section 9 of
     the Plan,  to add the following  provision as Section 6 (i) thereof,  which
     shall be effective  immediately  and without the  necessity of amending any
     stock option agreements heretofore entered into by the Bank:

          "Acceleration:   Notwithstanding  any  contrary  installment
          period  set  forth  in  the  Plan,  or in any  agreement  or
          instrument  evidencing  any  stock  option  or  other  right
          granted prior to the  effectiveness of this amendment,  each
          outstanding  stock  option  or other  right  heretofore  and
          hereafter granted shall, except as otherwise provided in any
          applicable  agreement  or  instrument  evidencing  the  same
          granted  after the  effectiveness  of this  amendment,  vest
          unconditionally  and  become  exercisable  in  full  for the
          aggregate  number of shares covered  thereby in the event of
          (i) the  acquisition  by any  single  entity  or group of at
          least  fifty  percent  (50%)  of  the   outstanding   voting
          securities   of  the   Bank   or  (ii)  a  sale  of  all  or
          substantially  all of the  assets  of the  Bank  to  another
          person or entity other than an  affiliate of the Bank,  or a
          reorganization,     merger,    business    combination    or
          consolidation  of the Bank as a result of which at least 50%
          of the voting  securities  of the Bank or its  successor are
          held, directly or indirectly, by persons or entities who did
          not hold at least 50% of the voting  securities  of the Bank
          immediately  prior  to  such   transaction.   The  Board  of
          Directors of the Bank may also, in its discretion, otherwise
          accelerate  the vesting or  exercisability  of any option or
          other  right   granted   hereunder  in  the  course  of  the
          administration  of the  Plan.  For  purposes  of (i)  above,
          "group"  shall have the  meaning  set forth in Rule 13d-5 of
          the  Securities and Exchange  Commission  under the Exchange
          Act, and shall  include as to each person,  entity or group,
          each  "affiliate" of that person,  entity or group,  as that
          term is defined in Rule 12b-2 of the  Security  and Exchange
          Commission  under the  Exchange  Act.  The  terms  "person,"
          "entity" and "group" as used in (i) employee benefit plan of
          the  Bank or any of its  subsidiaries,  any  entity  holding
          voting  securities  of the Bank for or pursuant to the terms
          of any such plan.  Securities  will be deemed to  constitute
          50% of the voting securities of the Bank or its successor if
          the holders thereof  collectively have the power to elect at
          least 50% of the  directors,  or if the  successor  is not a
          corporation,   50%  of  the  other   analogous   controlling
          persons."


                                                                   Exhibit 23(b)


                          INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Summit Bancorp.


We consent to the use of our report  dated  January  19,  1999  relating  to the
consolidated  balance sheets of Summit Bancorp and  subsidiaries  as of December
31, 1998 and 1997, and the related consolidated statements of income, changes in
stockholders  equity  and cash  flows  for each of the  years in the  three-year
period ended  December 31, 1998,  which report  appears in the December 31, 1998
Annual Report on Form 10-K of Summit  Bancorp,  incorporated by reference in the
Registration  Statement  on Form S-8 of Summit  Bancorp.  We also consent to the
reference  to our  firm  under  the  caption  "Interests  of Named  Experts  and
Counsel".



                                                   /s/ KPMG LLP


Short Hills, New Jersey



April 21, 1999


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