FLEETBOSTON FINANCIAL CORP
S-4/A, EX-99.(A), 2001-01-19
NATIONAL COMMERCIAL BANKS
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                                                                   EXHIBIT 99(a)



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 P                               SUMMIT BANCORP.
               Proxy Solicited on Behalf of the Board of Directors
 R         of Summit Bancorp. for the Special Meeting on February 26, 2001

 O   The undersigned hereby constitutes and appoints T.J. Dermot Dunphy,
     Elinor J. Ferdon and T. Joseph M. Tabak, and each of them, the
 X   undersigned's true and lawful agents and proxies with full power of
     substitution in each, to represent the undersigned at the Special Meeting
 Y   of Shareholders of SUMMIT BANCORP to be held at The Brunswick Hilton,
     Three Tower Center Blvd., East Brunswick, New Jersey on Monday,
     February 26, 2001 at 4:30 p.m., and at any adjournments or postponements
     thereof with authority to vote all shares held or owned by the undersigned
     in accordance with the directions indicated herein.

You are encouraged to specify your choice by marking the appropriate box, SEE
REVERSE SIDE, but you need not mark the box if you wish to vote in accordance
with the Board of Directors' recommendation. However, the Proxies cannot vote
your shares unless you sign and return this card.

                                                             [SEE REVERSE SIDE]
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                                                                         [----]
[X] Please mark your votes as in this example.

    This proxy, when properly executed and timely returned, will be voted in
    the manner you direct. If no direction is made, this proxy will be voted FOR
    proposal 1.

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

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                                       FOR      AGAINST    ABSTAIN
1.   Approval of the Agreement
     and Plan of Merger, dated
     as of October 1, 2000, by
     and between FleetBoston
     Financial Corporation and
     Summit Bancorp and the
     transactions contemplated
     thereby.                          [ ]        [ ]        [ ]

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2.  In their discretion, the Proxies are authorized to vote upon such other
    matters as may properly be presented at the meeting or any adjournments or
    postponements thereof.
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[ ] Please mark this box if you plan to attend the Special Meeting.

The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments or postponements thereof.

Please date and sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If the signatory is a corporation, please sign
full corporate name by duly authorized officer. Please date.

-------------------------------------------------

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 SIGNATURE(S)                        DATE

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Summit Bancorp. encourages you to take advantage of new and convenient ways by
which you can vote your shares. You can vote your shares electronically through
the Internet or the telephone. This eliminates the need to return the proxy
card.

To vote your shares electronically you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.

     1.   To vote over the internet:

          o Log on to the Internet and go to the Web site
            http://www.eproxyvote.com/sub.

     2.   To vote over the telephone:

          o In the U.S., on a touch-tone telephone, call 1-800-PRX-VOTE
            (1-800-652-8683) 24 hours a day, seven days a week.

          o Outside the U.S., on a touch-tone telephone, call 1-201-536-8073
            24 hours a day, seven days a week.

Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.

If you choose to vote your shares electronically, there is no need to mail back
your proxy card.


               YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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V                                SUMMIT BANCORP.
O                            SAVINGS INCENTIVE PLAN
T                  Solicited on Behalf of the Board of Directors
I                              of SUMMIT BANCORP.
N                   for the Special Meeting on February 26, 2001
G
     The undersigned hereby directs Summit Bank, Trustee of the SUMMIT BANCORP.
I    Savings Incentive Plan, to vote all of the shares of Summit Bancorp. which
N    are held in the undersigned's Plan account at the Special Meeting of
S    Shareholders of SUMMIT BANCORP. to be held on Monday, February 26, 2001 at
T    The Brunswick Hilton, Three Tower Center Blvd., East Brunswick, New Jersey,
R    and at any adjournments or postponements thereof, as designated on the
U    reverse, and in its discretion on such other matters as may properly come
C    before the meeting.
T
I
O
N

C
A
R
D



You are encouraged to specify your choices by marking the appropriate box on
the reverse side.

                                                             [SEE REVERSE SIDE]
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                                                                        [-----]
[X] Please mark your votes as in this example.

    This card, when properly executed and timely returned, will be voted in the
manner you direct. If this card is not timely returned or properly executed,
or if no direction is made, the Trustee will vote shares held in your
Sub-Fund B account in its discretion as a fiduciary.

    THE SUMMIT BANCORP. BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

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                                       FOR      AGAINST    ABSTAIN
1.  Approval of Agreement and
    Plan of Merger, dated as of
    October 1, 2000, by and
    between FleetBoston Financial
    Corporation and Summit Bancorp
    and the transactions contemplated
    thereby.                            [ ]        [ ]        [ ]

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                                            This Card Must Be Signed Exactly As
                                                   Your Name Appears Hereon

                                             ----------------------------------
                                              SIGNATURE(S)                DATE

<PAGE>


Summit Bancorp. encourages you to take advantage of new and convenient ways by
which you can vote your shares. You can vote your shares electronically through
the Internet or the telephone. This eliminates the need to return the proxy
card.

To vote your shares electronically you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.

     1.   To vote over the internet:

          o Log on to the Internet and go to the Web site
            http://www.eproxyvote.com/sub.

     2.   To vote over the telephone:

          o In the U.S., on a touch-tone telephone, call 1-800-PRX-VOTE
            (1-800-652-8683) 24 hours a day, seven days a week.

          o Outside the U.S., on a touch-tone telephone, call 1-201-536-8073
            24 hours a day, seven days a week.

Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.

If you choose to vote your shares electronically, there is no need to mail back
your proxy card.


               YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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