Exhibit 10.1

                           CHANGE-IN-CONTROL AGREEMENT
                                BRIDGET J. WALSH

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made as of this 2nd day
of August,  2006,  among  PEAPACK-GLADSTONE  BANK  ("Bank"),  a New Jersey state
banking association with its principal office at 190 Main Street, Gladstone, New
Jersey 07934,  PEAPACK-GLADSTONE FINANCIAL CORPORATION ("Peapack"), a New Jersey
Corporation  which  maintains  its  principal  office at 158  Route  206  North,
Gladstone,  New  Jersey  07934  (Peapack  and  the  Bank  collectively  are  the
"Company") and Bridget J. Walsh (the "Executive").

                                   BACKGROUND

         WHEREAS,  the Executive has been continuously  employed by the Bank for
many  years;  WHEREAS,  the  Executive  throughout  his/her  tenure  has  worked
diligently in his/her position in the business of the Bank and Peapack;

         WHEREAS,  the Board of Directors  of the Bank and Peapack  believe that
the future  services of the Executive are of great value to the Bank and Peapack
and that it is  important  for the growth and  development  of the Bank that the
Executive continue in his/her position;

         WHEREAS,  if the Company  receives  any  proposal  from a third  person
concerning a possible  business  combination  with, or  acquisition  of equities
securities of, the Company,  the Board of Directors of the Company (the "Board")
believes  it is  imperative  that the Company and the Board be able to rely upon
the Executive to continue in his/her position,  and that they be able to receive
and rely upon his/her  advice,  if they request it, as to the best  interests of
the Company and its  shareholders,  without  concern that the Executive might be
distracted by the personal uncertainties and risks created by such a proposal;

         WHEREAS,  to achieve that goal, and to retain the Executive's  services
prior to any such activity, the Board of Directors and the Executive have agreed
to enter into this Agreement to govern the Executive's  termination  benefits in
the event of a Change in Control of the Company, as hereinafter defined.

         NOW,  THEREFORE,  to assure the Company that it will have the continued
dedication of the Executive and the  availability  of his/her advice and counsel
notwithstanding  the  possibility,  threat or  occurrence  of a bid to take over
control of the Company,  and to induce the  Executive to remain in the employ of
the Company, and for other good and valuable consideration,  the Company and the
Executive, each intending to be legally bound hereby agree as follows:

<PAGE>

            Definitions
            -----------

               a. Cause. For purposes of this Agreement  "Cause" with respect to
                  -----
the termination by the Company of Executive's  employment shall mean (i) willful
and continued failure by the Executive to perform his/her duties for the Company
under  this/her  Agreement  after at  least  one  warning  in  writing  from the
Company's Board of Directors identifying specifically any such failure; (ii) the
willful  engaging by the Executive in misconduct which causes material injury to
the Company as specified in a written  notice to the Executive from the Board of
Directors;  or (iii)  conviction  of a crime,  other  than a traffic  violation,
habitual  drunkenness,  drug  abuse,  or  excessive  absenteeism  other than for
illness,  after a warning (with respect to drunkenness  or absenteeism  only) in
writing from the Board of Directors  to refrain  from such  behavior.  No act or
failure to act on the part of the Executive  shall be considered  willful unless
done,  or omitted to be done,  by the  Executive  not in good faith and  without
reasonable  belief that the action or omission  was in the best  interest of the
Company.

               b.  Change  in  Control.  "Change  in  Control"  means any of the
                   -------------------
following  events:  (i) when Peapack or a Subsidiary  acquires actual  knowledge
that any  person (as such term is used in  Sections  13(d) and  14(d)(2)  of the
Exchange Act), other than an affiliate of Peapack or a Subsidiary or an employee
benefit plan established or maintained by Peapack,  a Subsidiary or any of their
respective  affiliates,  is or becomes the beneficial  owner (as defined in Rule
13d-3 of the Exchange  Act)  directly or  indirectly,  of  securities of Peapack
representing more than twenty-five percent (25%) of the combined voting power of
Peapack's then outstanding securities (a "Control Person"),  (ii) upon the first
purchase of Peapack's common stock pursuant to a tender or exchange offer (other
than a tender or exchange  offer made by Peapack,  a  Subsidiary  or an employee
benefit plan established or maintained by Peapack,  a Subsidiary or any of their
respective affiliates), (iii) upon the approval by Peapack's stockholders of (A)
a merger or  consolidation  of Peapack with or into another  corporation  (other
than a merger or  consolidation  which is approved by at least two-thirds of the
Continuing  Directors (as hereinafter  defined) and the definitive agreement for
which  provides  that at least  two-thirds  of the directors of the surviving or
resulting corporation immediately after the transaction are Continuing Directors
(a   "Non-Control   Transaction")),   (B)  a  sale  or  disposition  of  all  or
substantially  all  of  Peapack's  assets  or  (C)  a  plan  of  liquidation  or
dissolution of Peapack,  (iv) if during any period of two (2) consecutive years,
individuals  who at the  beginning  of such  period  constitute  the Board  (the
"Continuing  Directors")  cease for any reason to constitute at least two-thirds
thereof or,  following a  Non-Control  Transaction,  two-thirds  of the board of
directors  of  the  surviving  or  resulting  corporation;   provided  that  any
individual  whose  election  ornomination  for election as a member of the Board
(or,  following  a  Non-Control  Transaction,  the  board  of  directors  of the
surviving  or  resulting  corporation)  was  approved  by a  vote  of  at  least
two-thirds  of the  Continuing  Directors  then in office shall be  considered a
Continuing Director, or (v) upon a sale of (A) common stock of the Bank if after
such sale any person (as such term is used in Section  13(d) and 14(d)(2) of the
Exchange  Act) other than  Peapack,  an employee  benefit  plan  established  or
maintained  by  Peapack  or a  Subsidiary,  or  an  affiliate  of  Peapack  or a
Subsidiary,  owns  a  majority  of  the  Bank's  common  stock  or  (B)  all  or
substantially  all of the Bank's  assets  (other than in the ordinary  course of
business). No person shall be considered a Control Person for purposes of clause
(i) above if (A) such person is or becomes  the  beneficial  owner,  directly or
indirectly,  of more than ten percent  (10%) but less than  twenty-five  percent
(25%) of the combined voting power of Peapack's then  outstanding  securities if
the  acquisition  of all voting  securities  in excess of ten percent  (10%) was
approved in advance by a majority of the Continuing  Directors then in office or
(B) such person  acquires in excess of ten percent (10%) of the combined  voting
power of Peapack's then outstanding voting securities in violation of law and by
order of a court of competent jurisdiction, settlement or otherwise, disposes or
is required to dispose of all securities acquired in violation of law.

<PAGE>

               c.  Contract  Period.  "Contract  Period"  shall  mean the period
                   ----------------
commencing the day  immediately  preceding a Change in Control and ending on the
earlier of (i) the third  anniversary of the Change in Control or (ii) the death
of the Executive.  For the purpose of this Agreement,  a Change in Control shall
be  deemed  to  have  occurred  at  the  date  specified  in the  definition  of
Change-in-Control.

               d. Exchange Act. "Exchange Act" means the Securities Exchange Act
                  ------------
of 1934, as amended.

               e.  Good  Reason.   When  used  with  reference  to  a  voluntary
                   ------------
termination by Executive of his/her  employment with the Company,  "Good Reason"
shall mean any of the following,  if taken without  Executive's  express written
consent:

                  (1) The  assignment  to Executive  of any duties  inconsistent
with,  or the  reduction of powers or  functions  associated  with,  Executive's
position,   title,   duties,   responsibilities  and  status  with  the  Company
immediately prior to a Change in Control;  any removal of Executive from, or any
failure to re-elect  Executive to, any  position(s) or office(s)  Executive held
immediately  prior to such  Change in  Control.  A change in title or  positions
resulting  merely  from a merger of the  Company  into or with  another  bank or
company which does not downgrade in any way the Executive's  powers,  duties and
responsibilities shall not meet the requirements of this paragraph;

                  (2) A  reduction  by the  Company in  Executive's  annual base
compensation  as in  effect  immediately  prior to a Change  in  Control  or the
failure to award Executive annual increases in accordance herewith;

                  (3) A failure  by the  Company to  continue  any bonus plan in
which  Executive  participated  immediately  prior to the Change in control or a
failure by the Company to continue Executive as a participant in such plan on at
least the same basis as Executive  participated in such plan prior to the Change
in Control;

                  (4) The Company's  transfer of Executive to another geographic
location outside of New Jersey or more than 25 miles from his/her present office
location,  except for  required  travel on the  Company's  business to an extent
substantially   consistent  with   Executive's   business   travel   obligations
immediately prior to such Change in Control;

                  (5) The  failure  by the  Company  to  continue  in effect any
employee benefit plan, program or arrangement (including, without limitation the
Company's  retirement  plan,  benefit  equalization  plan,  life insurance plan,
health and accident plan,  disability plan,  deferred  compensation plan or long
term stock incentive plan) in which Executive is participating immediately prior
to a Change in Control (except that the Company may institute or continue plans,
programs  or  arrangements   providing  Executive  with  substantially   similar
benefits);  the taking of any action by the Company which would adversely affect
Executive's  participation in or materially reduce  Executive's  benefits under,
any of such plans,  programs or  arrangements;  the failure to continue,  or the
taking of any action  which would  deprive  Executive,  of any  material  fringe
benefit enjoyed by Executive immediately prior to such Change in Control; or the
failure by the  Company to provide  Executive  with the number of paid  vacation
days to  which  Executive  was  entitled  immediately  prior to such  Change  in
Control;

<PAGE>

                  (6) The  failure  by the  Company to obtain an  assumption  in
writing of the  obligations  of the  Company to perform  this  Agreement  by any
successor to the Company and to provide such  assumption to the Executive  prior
to any Change in Control; or

                  (7) Any purported termination of Executive's employment by the
Company during the term of this Agreement which is not effected  pursuant to all
of the requirements of this Agreement;  and, for purposes of this Agreement,  no
such purported termination shall be effective.

               f. Subsidiary.  "Subsidiary" means any corporation in an unbroken
                  ----------
chain of corporations, beginning with Peapack, if each of the corporations other
than the last  corporation  in the unbroken  chain owns stock  possessing 50% or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.

            2.  Employment.  The Company  hereby agrees to employ the Executive,
                ----------
and the Executive hereby accepts employment, during the Contract Period upon the
terms and conditions set forth herein.

            3.  Position.  During the  Contract  Period the  Executive  shall be
                --------
employed  as Senior  Vice  President  of  Peapack  and the Bank,  or such  other
corporate or divisional  profit center as shall then be the principal  successor
to the business,  assets and properties of the Company,  with  substantially the
same  title and the same  duties  and  responsibilities  as before the Change in
Control.  The  Executive  shall devote  his/her  full time and  attention to the
business of the Company,  and shall not during the Contract Period be engaged in
any other business activity. This paragraph shall not be construed as preventing
the Executive from managing any  investments of his/her which do not require any
service on his/her part in the operation of such investments.

            4.  Cash  Compensation.  The  Company  shall  pay to  the  Executive
                ------------------
compensation for his/her services during the Contract Period as follows:

               a. Base Salary.  A base annual  salary equal to the annual salary
                  -----------
in effect as of the Change in  Control.  The annual  salary  shall be payable in
installments in accordance with the Company's usual payroll method.

               b.  Annual  Bonus.  An annual  cash  bonus  equal to at least the
                   -------------
average of the  bonuses  paid to the  Executive  in the three years prior to the
Change in  Control.  The bonus  shall be  payable  at the time and in the manner
which the Company paid such bonuses prior to the Change in Control.

               c. Annual  Review.  The Board of Directors of the Company  during
                  --------------
the Contract Period shall review annually,  or at more frequent  intervals which
the Board  determines is  appropriate,  the Executive's  compensation  and shall
award him/her  additional  compensation to reflect the Executive's  performance,
the  performance  of the Company and  competitive  compensation  levels,  all as
determined in the discretion of the Board of Directors.

<PAGE>

            5. Expenses and Fringe Benefits.
               ----------------------------

               a. Expenses.  During the Contract Period,  the Executive shall be
                  --------
entitled to  reimbursement  for all business  expenses  incurred by him/her with
respect to the business of the Company in the same manner and to the same extent
as such expenses were previously  reimbursed to him/her immediately prior to the
Change in Control.

               b.  Supplemental  Retirement Plan. During the Contract Period, if
                   -----------------------------
the Executive was entitled to benefits under any  supplemental  retirement  plan
prior to the Change in Control,  the  Executive  shall be entitled to  continued
benefits  under such plan  after the Change in Control  and such plan may not be
modified to reduce or eliminate such benefits during the Contract Period.

               c. Club  Membership  and  Automobile.  If prior to the  Change in
                  ---------------------------------
Control,  the  Executive was entitled to membership in a country club and/or the
use of an automobile, he/she shall be entitled to the same membership and/or use
of an automobile at least comparable to the automobile  provided to him prior to
the Change in Control.

               d.  Other  Benefits.  The  Executive  also shall be  entitled  to
                   ---------------
vacations and sick days, in accordance  with the practices and procedures of the
Company, as such existed immediately prior to the Change in Control.  During the
Contract  Period,  the  Executive  also shall be entitled to  hospital,  health,
medical and life insurance,  and any other benefits enjoyed,  from time to time,
by senior officers of the Company,  all upon terms as favorable as those enjoyed
by other  senior  officers  of the  Company.  Notwithstanding  anything  in this
paragraph 5(d) to the contrary, if the Company adopts any change in the benefits
provided  for senior  officers  of the  Company,  and such  policy is  uniformly
applied to all  officers of the Company  (and any  successor  or acquiror of the
Company, if any),  including the chief executive officer of such entities,  then
no such change shall be deemed to be contrary to this paragraph.

            6.  Termination  for  Cause.  The  Company  shall  have the right to
                -----------------------
terminate the Executive for Cause, upon written notice to him of the termination
which  notice  shall  specify the reasons for the  termination.  In the event of
termination  for  Cause  the  Executive  shall not be  entitled  to any  further
benefits under this Agreement.

            7. Disability.  During the Contract Period if the Executive  becomes
               ----------
permanently  disabled,  or is unable to perform  his/her duties  hereunder for 4
consecutive  months  in any 12 month  period,  the  Company  may  terminate  the
employment of the Executive.  In such event, the Executive shall not be entitled
to any further benefits under this Agreement.

            8. Death Benefits.  Upon the  Executive's  death during the Contract
               --------------
Period,  his/her estate shall not be entitled to any further benefits under this
Agreement.

            9.  Termination  Without Cause or Resignation  for Good Reason.  The
                ----------------------------------------------------------
Company may terminate the Executive  without Cause during the Contract Period by
written notice to the Executive  providing four weeks notice.  The Executive may
resign for Good Reason  during the  Contract  Period  upon four  weeks'  written
notice to the Company specifying facts and circumstances  claimed to support the
Good Reason.  The  Executive  shall be entitled to give a Notice of  Termination
that his/her  employment is being  terminated for Good Reason at any time during
the Contract  Period,  not later than twelve  months after any  occurrence of an
event  stated  to  constitute  Good  Reason.  If  the  Company   terminates  the
Executive's  employment  during  the  Contract  Period  without  Cause or if the
Executive  Resigns for Good  Reason,  the Company  shall,  subject to Section 12
hereof:

<PAGE>

         (a) Within 20 business days of the  termination  of employment  pay the
Executive a lump sum  severance  payment in an amount equal to three (3.0) times
the highest annual cash compensation,  consisting solely of salary and bonus, as
well as any 401(k)  deferral,  paid to the Executive during any calendar year in
each of the three  calendar  years  immediately  prior to the Change in Control,
along with any  Gross-Up  Payment due under  Section 12 hereof for the  calendar
year of the termination; and

         (b)  Continue  to provide the  Executive  during the  remainder  of the
Contract  Period with health,  hospitalization  and medical  insurance,  as were
provided at the time of the termination of his/her  employment with the Company,
at the Company's  cost  (subject to standard  deductibles  and co-pays,  and the
Executive's  continuing  payment  of  his/her  part of the  premium  for  family
coverage, if applicable).

         The Executive shall not have a duty to mitigate the damages suffered by
him/her in connection with the termination by the Company of his/her  employment
without Cause or a resignation  for Good Reason during the Contract  Period.  If
the Company fails to pay the Executive the lump sum amount due him/her hereunder
or the Gross-Up Payment due under Section 12 hereof,  or to provide him/her with
the  health,  hospitalization  and  medical  insurance  benefits  due under this
section,  the  Executive,  after giving 10 days'  written  notice to the Company
identifying the Company's failure, shall be entitled to recover from the Company
all of his/her  reasonable  legal fees and expenses  incurred in connection with
his/her enforcement against the Company of the terms of this/her Agreement.  The
Executive  shall be denied  payment of his/her legal fees and expenses only if a
court finds that the Executive  sought  payment of such fees without  reasonable
cause and not in good faith.

            10. Resignation Without Good Reason. The Executive shall be entitled
                -------------------------------
to resign from the  employment  of the  Company at any time during the  Contract
Period without Good Reason, but upon such resignation the Executive shall not be
entitled to any additional compensation for the time after which he ceases to be
employed by the Company,  and shall not be entitled to any of the other benefits
provided  hereunder.  No such  resignation  shall be effective unless in writing
with four weeks' notice thereof.

            11. Non-Disclosure of Confidential Information.
                ------------------------------------------

               a.  Non-Disclosure  of  Confidential  Information.  Except in the
                   ---------------------------------------------
course of his/her employment with the Company and in the pursuit of the business
of the Company or any of its  subsidiaries  or affiliates,  the Executive  shall
not, at any time during or following the Contract  Period,  disclose or use, any
confidential  information  or  proprietary  data  of the  Company  or any of its
subsidiaries or affiliates.  The Executive agrees that, among other things,  all
information  concerning  the identity of and the  Company's  relations  with its
customers is confidential information.

               b. Specific  Performance.  Executive agrees that the Company does
                  ---------------------
not have an  adequate  remedy at law for the breach of this  section  and agrees
that he shall be subject to injunctive relief and equitable remedies as a result
of the  breach  of this  section.  The  invalidity  or  unenforceability  of any
provision  of this  Agreement  shall not  affect  the  force  and  effect of the
remaining valid portions.

               c.  Survival.  This section shall survive the  termination of the
                   --------
Executive's employment hereunder and the expiration of this Agreement.

<PAGE>

            12. Gross-Up for Taxes.
                ------------------

            a. Additional Payments. If, for any taxable year, Executive shall be
               -------------------
liable for the payment of an excise tax under  Section 4999 or other  substitute
or similar tax  assessment  (the "Excise  Tax") of the Internal  Revenue Code of
1986, as amended (the "Code"),  including  the  corresponding  provisions of any
succeeding  law,  with  respect to any  payments  under  this  Section 12 or any
payments  and/or  benefits under this Agreement or under any benefit plan of the
Company  applicable  to Executive  individually  or generally to  executives  or
employees of the Company, then, the Company shall pay to the Executive,  subject
to Section 15 hereof by paying the withholding for the Executive,  an additional
amount  (the  "Gross-Up  Payment")  such  that the net  amount  retained  by the
Executive,  after  deduction of any Excise Tax on such payments and benefits and
any federal,  state and local income tax and Excise Tax upon  payments  provided
for in this/her  Section 12, shall be equal to the payments due to the Executive
hereunder  and the  payments  and/or  benefits  due to the  Executive  under any
benefit plan of the Company.  Each Gross-Up  Payment shall be made in good funds
upon the later of (i) five (5) days after the date the  Executive  notifies  the
Company or the Company receives notice from the certified public accounting firm
of its need to make  such  Gross-Up  Payment,  or (ii)  the date of any  payment
causing the  liability  for such Excise Tax. The amount of any Gross-Up  Payment
under this section shall be computed by a nationally recognized certified public
accounting firm designated jointly by the Company and the Executive. The cost of
such  services  by the  accounting  firm  shall be paid by the  Company.  If the
Company and the Executive are unable to designate  jointly the accounting  firm,
then the firm shall be the accounting firm used by the Company immediately prior
to the Change in Control.

            b. IRS Disputed  Claims.  The Executive  shall notify the company in
               --------------------
writing  of  any  claim  by  the  Internal  Revenue  Service  ("IRS")  that,  if
successful,  would  require the payment by the Company of a Gross-Up  Payment in
addition to that  payment  previously  paid by the Company  pursuant to this/her
section.  Such  notification  shall be given an soon as practicable but no later
than fifteen (15)  business  days after the  Executive is informed in writing of
such claim and shall  apprise the Company of the nature of such claim,  the date
on which  such  claim is  requested  to be  paid,  and  attach a copy of the IRS
notice.  The Executive  shall not pay such claim prior to the  expiration of the
thirty  (30) day period  following  the date on which the  Executive  gives such
notice  to the  Company  (or such  shorter  period  ending  on the date that any
payment of taxes with respect to such claim is due). If the Company notifies the
Executive in writing  prior to the  expiration of such period that it desires to
contest such claim, the Executive shall:

               (i) Give the Company any information  reasonably requested by the
Company relating to such claim;

               (ii) Take such action in connection with contesting such claim as
the Company shall  reasonably  request in writing from time to time,  including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company;

               (iii)   Cooperate  with  the  Company  in  good  faith  in  order
effectively to contest such claim; and

               (iv)  Permit  the  Company  to  participate  in  any  proceedings
relating to such claim;  provided,  however that the Company  shall pay directly
all costs and expenses  (including  legal and accounting  fees, as well as other
expenses and any additional  interest and  penalties)  incurred by the Executive
and the Company in  connection  with an IRS levy,  contest or claim and provided
further that the Company  shall not take any action or fail to make any Gross-Up
Payment  so as to cause the  assessment  of any IRS levy and the  Company  shall
cause any levy so assessed to be immediately released by payment of the Gross-Up
Amount, together with all costs, interest and penalties.

<PAGE>

            13. Term and Effect Prior to Change in Control.
                ------------------------------------------

               a.  Term.  Except  as  otherwise  provided  for  hereunder,  this
                   ----
Agreement  shall  commence on the date  hereof and shall  remain in effect for a
period of 3 years from the date hereof (the "Initial  Term") or until the end of
the Contract Period, whichever is later. The Initial Term shall be automatically
extended for an additional  one year period on the  anniversary  date hereof (so
that the Initial Term is always 3 years)  unless,  prior to a Change in Control,
the  Chairman of the Board of Directors  of Peapack  notifies  the  Executive in
writing  at any time that the  Contract  is not so  extended,  in which case the
Initial Term shall end upon the later of (i) 3 years after the date  hereof,  or
(ii) 2 years after the date of such written notice.

               b. No Effect Prior to Change in Control. This Agreement shall not
                  ------------------------------------
effect any rights of the Company to terminate the Executive prior to a Change in
Control  or any  rights  of the  Executive  granted  in any other  agreement  or
contract or plan with the  Company.  The rights,  duties and  benefits  provided
hereunder shall only become effective upon and after a Change in Control. If the
full-time  employment  of the  Executive  by the Company is ended for any reason
prior to a Change in  Control,  this/her  Agreement  shall  thereafter  be of no
further force and effect.

            14.  Severance  Compensation and Benefits Not in Derogation of Other
                 ---------------------------------------------------------------
Benefits. Anything to the contrary herein contained notwithstanding, the payment
--------
or  obligation  to pay any  monies,  or  granting  of any  benefits,  rights  or
privileges to Executive as provided in this/her  Agreement  shall not be in lieu
or  derogation of the rights and  privileges  that the Executive now has or will
have under any plans or programs of or agreements with the Company,  except that
if the Executive received any payment hereunder, he/she shall not be entitled to
any payment under the Company's severance policies for officers and employees.

            15.  Payroll  and  Withholding  Taxes.  All  payments  to be made or
                 --------------------------------
benefits to be provided  hereunder by the Company shall be subject to applicable
federal and state payroll or withholding  taxes.  Any Gross-Up  Payment shall be
made in the form of  withholding  taxes and shall not be paid to the  Executive,
but shall be sent to the IRS in the  ordinary  course of the  Company's  payroll
withholding.

            16.   Miscellaneous.   This  Agreement  is  the  joint  and  several
                  -------------
obligation  of the Bank  and  Peapack.  The  terms  of this  Agreement  shall be
governed by, and interpreted and construed in accordance with the provisions of,
the laws of New Jersey.  This  Agreement  supersedes  all prior  agreements  and
understandings  with respect to the matters covered hereby,  including expressly
any prior agreement with the Company concerning  change-in-control benefits. The
amendment  or  termination  of  this  Agreement  may be made  only in a  writing
executed by the Company and the  Executive,  and no amendment or  termination of
this/her  Agreement shall be effective  unless and until made in such a writing.
This Agreement shall be binding upon any successor  (whether direct or indirect,
by  purchase,  merge,  consolidation,   liquidation  or  otherwise)  to  all  or
substantially  all of the assets of the Company.  This  Agreement is personal to
the Executive  and the Executive may not assign any of his/her  rights or duties
hereunder but this  Agreement  shall be  enforceable  by the  Executive's  legal
representatives,  executors or administrators. This Agreement may be executed in
two or more  counterparts,  each of which  shall be deemed an  original,  and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such counterpart.


                           (signature page to follow)


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            IN WITNESS  WHEREOF,  Peapack-Gladstone  Bank and  Peapack-Gladstone
Financial Corporation each have caused this Agreement to be signed by their duly
authorized  representatives  pursuant  to  the  authority  of  their  Boards  of
Directors,  and the Executive has personally executed this Agreement,  all as of
the day and year first written above.

ATTEST:                                     PEAPACK-GLADSTONE
                                            FINANCIAL CORPORATION

/s/ Robert M. Rogers                        By: /s/ Frank A. Kissel
----------------------------                --------------------------------
Robert M. Rogers, President                 Frank A. Kissel, Chairman

ATTEST:                                     PEAPACK-GLADSTONE BANK


/s/ Robert M. Rogers                        By: Frank A. Kissel
----------------------------                --------------------------------
Robert M. Rogers, President                 Frank A. Kissel, Chairman

WITNESS:


/s/ Robert M. Rogers                        /s/ Bridget J. Walsh
----------------------------                --------------------------------
Robert M. Rogers, President                 Bridget J. Walsh, Executive