Exhibit 10 A 6

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT

                           "FINN M.W. CASPERSEN, JR."

            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 FINN M.W. CASPERSEN, JR. (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

<PAGE>

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 Executive  shall be considered  willful unless
done, or omitted to be done, by the

<PAGE>

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 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

<PAGE>

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.

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

<PAGE>

                  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;

<PAGE>

                        (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.

                  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.

<PAGE>

            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 Executive  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 additional compensation to reflect

<PAGE>

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.

                  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

<PAGE>

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.

            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:

<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 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 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.

<PAGE>

            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.

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

<PAGE>

                  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 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

<PAGE>

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;

                        (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.

<PAGE>

                  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 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

<PAGE>

severance policies for officers and employees or under any employment  agreement
between  Executive and the Company  including  the  Employment  Agreement  dated
[DATE].

            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
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

<PAGE>

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 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              By: /s/ Finn M.W. Caspersen, Jr.
                                  Finn M.W. Caspersen, Jr., Executive