Exhibit 10 A 2

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT

                                "CRAIG SPENGEMAN"

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this "JANUARY 1, 2008", 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 CRAIG SPENGEMAN (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

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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:

            1.    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 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

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      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 consummation 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

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      directors of the  surviving or resulting  corporation;  provided  that any
      individual  whose  election or nomination  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.

                        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.

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                        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

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      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;

                              (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.

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                        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 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.

<PAGE>

      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 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.

                  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 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 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  automobile  allowance,  he  shall  be  entitled  to the same
      membership and/or automobile allowance provided to him prior to the Change
      in Control.

<PAGE>

                        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 acquirer 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.

<PAGE>

                  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 or 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:

            (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 in connection with the  termination by the Company of his/her  employment
without Cause or a

<PAGE>

resignation for Good Reason during the Contract Period.  If the Company fails to
pay the Executive the lump sum amount due him hereunder or the Gross-Up  Payment
due under Section 12 hereof, or to provide him 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 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.

<PAGE>

                        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.

                  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
and/or Section 409A 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 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 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

<PAGE>

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 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;

<PAGE>

                              (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.

                        c.    This  Section  shall  survive the  termination  of
Executive's employment hereunder.

                  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  affect 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

<PAGE>

      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  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 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
      shall  not be  entitled  to any  payment  under  the  Company's  severance
      policies  for officers and  employees  or under any  employment  agreement
      between Executive and the Company including the Employment Agreement dated
      January 1, 2008.

                  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 timely  directed  to the IRS (or any
      state division of taxation) on the Executive's behalf.

                  16.   Delay in Payment.  Notwithstanding  anything else to the
      contrary  in this  Agreement,  or any other  plan,  contract,  program  or
      otherwise,  the Company (and its affiliates)  are expressly  authorized to
      delay any  scheduled  payments  under this  Agreement  and any other plan,
      contract,  program or otherwise, as such payments relate to the Executive,
      if the Company (or its affiliate)  determines that such delay is necessary
      in order to comply with the  requirements  of Section 409A of the Internal
      Revenue Code.  No such payment may

<PAGE>

      be  delayed  beyond  the  date  that  is  six  (6)  months  following  the
      Executive's  separation  from service (as defined in Section 409A). At the
      end of such  period  of  delay,  the  Executive  will be paid the  delayed
      payment  amounts,  plus  interest  for the period of any such  delay.  For
      purposes of the preceding sentence, interest shall be calculated using the
      six (6)  month  Treasury  Bill  rate in  effect  on the date on which  the
      payment is delayed,  and shall be compounded  daily.  Notwithstanding  the
      foregoing,  in the event that the  conditions of the  severance  exception
      under  Treasury  Regulation  Section  1.409A-1(b)(9)(iii)  are  satisfied,
      payment  of  benefit  will not be  delayed  for six (6)  months  following
      termination  from  employment to the extent  permitted under the severance
      exception.

                  17.   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  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

<PAGE>

      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)

<PAGE>

      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/ Antoinette Rosell                       By: /s/ Frank A. Kissel
Antoinette Rosell, Secretary                Frank A. Kissel, Chairman

ATTEST:                                     PEAPACK-GLADSTONE BANK

/s/ Antoinette Rosell                       By: /s/ Frank A. Kissel
Antoinette Rosell, Secretary                Frank A. Kissel, Chairman

WITNESS:

/s/ Bridget J. Walsh                        /s/ Craig C. Spengeman
                                            Craig C. Spengeman, Executive