Exhibit 10 (H)

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                                 FRANK A. KISSEL

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 11 day of December, 2003, 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 Frank A. Kissel (the "Executive"). This
Agreement amends and restates in its entirety the Employment Agreement dated as
of January 1, 1998 by and among the Executive, Peapack, and the Bank.

                                   BACKGROUND

            WHEREAS, the Executive has been continuously employed by the Bank
for many years;

            WHEREAS, the Executive throughout his tenure has worked diligently
in his 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 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 position, and that they be able to receive and
rely upon his


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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 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:

            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 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


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<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 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


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<PAGE>

                  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 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


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<PAGE>

                  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 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;


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<PAGE>

                        (4) The Company's transfer of Executive to another
                        geographic location outside of New Jersey or more than
                        25 miles from his 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;

                        (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


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<PAGE>

                        (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 Chairman of the Board of Directors & CEO 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 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 which do not require any service on his part in the operation
            of such investments.

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


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<PAGE>

                  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 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.


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<PAGE>

                  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 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 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.


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<PAGE>

            8. Death Benefits. Upon the Executive's death during the Contract
            Period, his 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 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 employment
            with the Company, at the Company's cost (subject to standard
            deductibles and co-pays, and the Executive's continuing payment of
            his part of the premium for family coverage, if applicable).


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<PAGE>

            The Executive shall not have a duty to mitigate the damages suffered
by him in connection with the termination by the Company of his 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
reasonable legal fees and expenses incurred in connection with his enforcement
against the Company of the terms of this Agreement. The Executive shall be
denied payment of his 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 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


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<PAGE>

                  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.

                  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 Section 12,
                  shall be equal to the payments due to the Executive hereunder
                  and the payments and/or


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<PAGE>

                  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 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


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<PAGE>

                  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.

            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


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<PAGE>

                  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 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.


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<PAGE>

            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 parties
            hereto expressly agree that the Severance Agreement between the Bank
            and the Executive dated January 27, 1997, is hereby terminated in
            its entirety. 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 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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<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

ANTOINETTE ROSELL                       By: F. DUFFIELD MEYERCORD
-----------------                           ---------------------
Antoinette Rosell, Secretary            F. Duffield Meyercord, Chairman,
                                        Compensation Committee


ATTEST:                                 PEAPACK-GLADSTONE BANK

ANTOINETTE ROSELL                       By: F. DUFFIELD MEYERCORD
-----------------                           ---------------------
Antoinette Rosell, Secretary            F. Duffield Meyercord, Chairman,
                                        Compensation Committee


WITNESS:

ANTOINETTE ROSELL                       FRANK A. KISSEL
-----------------                       ---------------------
Antoinette Rosell                       Frank A. Kissel, Executive


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<PAGE>

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                                ROBERT M. ROGERS

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 11th day of December, 2003, 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 Robert M. Rogers (the "Executive"). This
Agreement amends and restates in its entirety the Employment Agreement dated as
of January 1, 1998 by and among the Executive, Peapack, and the Bank.

                                   BACKGROUND

            WHEREAS, the Executive has been continuously employed by the Bank
for many years;

            WHEREAS, the Executive throughout his tenure has worked diligently
in his 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 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 position, and that they be able to receive and
rely upon his 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;


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<PAGE>

            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 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:

            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 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
                  Executive not in good faith and without reasonable belief that
                  the action or omission was in the best interest of the
                  Company.


                                       57
<PAGE>

                  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 or nomination for


                                       58
<PAGE>

                  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.


                                       59
<PAGE>

                  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 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 present office location, except


                                       60
<PAGE>

                        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;

                        (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


                                       61
<PAGE>

                        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.

            17. 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.

            18. Position. During the Contract Period the Executive shall be
            employed as President & COO 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 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 which
            do not require any service on his part in the operation of such
            investments.

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


                                       62
<PAGE>

                  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 the Executive's performance, the
                  performance of the Company and competitive compensation
                  levels, all as determined in the discretion of the Board of
                  Directors.

            20. 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.


                                       63
<PAGE>

                  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 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.

            21. 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.

            22. Disability. During the Contract Period if the Executive becomes
            permanently disabled, or is unable to perform his 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.


                                       64
<PAGE>

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

            24. 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 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 employment
            with the Company, at the Company's cost (subject to standard
            deductibles and co-pays, and the Executive's continuing payment of
            his part of the premium for family coverage, if applicable).


                                       65
<PAGE>

            The Executive shall not have a duty to mitigate the damages suffered
by him in connection with the termination by the Company of his 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
reasonable legal fees and expenses incurred in connection with his enforcement
against the Company of the terms of this Agreement. The Executive shall be
denied payment of his 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.

            25. 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.

            26. Non-Disclosure of Confidential Information.

                  a. Non-Disclosure of Confidential Information. Except in the
                  course of his 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


                                       66
<PAGE>

                  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.

            27. 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 Section 12,
                  shall be equal to the payments due to the Executive hereunder
                  and the payments and/or


                                       67
<PAGE>

                  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 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


                                       68
<PAGE>

                  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.

            28. 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


                                       69
<PAGE>

                  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 Agreement shall thereafter be of no further
                  force and effect.

            29. 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.


                                       70
<PAGE>

            30. 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.

            31. 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 parties
            hereto expressly agree that the Severance Agreement between the Bank
            and the Executive dated January 27, 1997, is hereby terminated in
            its entirety. 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 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)


                                       71
<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

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ----------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


ATTEST:                                 PEAPACK-GLADSTONE BANK

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ----------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


WITNESS:

ANTOINETTE ROSELL                       ROBERT M. ROGERS
-----------------                       ----------------------------
Antoinette Rosell                       Robert M. Rogers, Executive


                                       72
<PAGE>

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                               CRAIG C. SPENGEMAN

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 11th day of December, 2003, 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 C. Spengeman (the "Executive"). This
Agreement amends and restates in its entirety the Employment Agreement dated as
of January 1, 1998 by and among the Executive, Peapack, and the Bank.

                                   BACKGROUND

            WHEREAS, the Executive has been continuously employed by the Bank
for many years;

            WHEREAS, the Executive throughout his tenure has worked diligently
in his 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 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 position, and that they be able to receive and
rely upon his


                                       73
<PAGE>

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 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:

            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 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


                                       74
<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 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


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<PAGE>

                  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 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


                                       76
<PAGE>

                  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 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;


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<PAGE>

                        (4) The Company's transfer of Executive to another
                        geographic location outside of New Jersey or more than
                        25 miles from his 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;

                        (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


                                       78
<PAGE>

                        (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.

            32. 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.

            33. Position. During the Contract Period the Executive shall be
            employed as President & Chief Investment Officer 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 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 which do not require any service on his part in the operation
            of such investments.

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


                                       79
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                  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 the Executive's performance, the
                  performance of the Company and competitive compensation
                  levels, all as determined in the discretion of the Board of
                  Directors.

            35. 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.


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<PAGE>

                  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 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.

            36. 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.

            37. Disability. During the Contract Period if the Executive becomes
            permanently disabled, or is unable to perform his 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.


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<PAGE>

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

            39. 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 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 employment
            with the Company, at the Company's cost (subject to standard
            deductibles and co-pays, and the Executive's continuing payment of
            his part of the premium for family coverage, if applicable).


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<PAGE>

            The Executive shall not have a duty to mitigate the damages suffered
by him in connection with the termination by the Company of his 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
reasonable legal fees and expenses incurred in connection with his enforcement
against the Company of the terms of this Agreement. The Executive shall be
denied payment of his 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.

            40. 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.

            41. Non-Disclosure of Confidential Information.

                  a. Non-Disclosure of Confidential Information. Except in the
                  course of his 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


                                       83
<PAGE>

                  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.

            42. 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 Section 12,
                  shall be equal to the payments due to the Executive hereunder
                  and the payments and/or


                                       84
<PAGE>

                  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 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


                                       85
<PAGE>

                  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.

            43. 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


                                       86
<PAGE>

                  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 Agreement shall thereafter be of no further
                  force and effect.

            44. 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.


                                       87
<PAGE>

            45. 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.

            46. 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 parties
            hereto expressly agree that the Severance Agreement between the Bank
            and the Executive dated January 27, 1997, is hereby terminated in
            its entirety. 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 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)


                                       88
<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

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           -----------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


ATTEST:                                 PEAPACK-GLADSTONE BANK

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           -----------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


WITNESS:

ANTOINETTE ROSELL                       CRAIG C. SPENGEMAN
-----------------                       -----------------------------
Antoinette Rosell                       Craig C. Spengeman, Executive


                                       89
<PAGE>

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                              ARTHUR F. BIRMINGHAM

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 11 day of December, 2003, 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 Arthur F. Birmingham (the "Executive"). This
Agreement amends and restates in its entirety the Employment Agreement dated as
of January 1, 1998 by and among the Executive, Peapack, and the Bank.

                                   BACKGROUND

            WHEREAS, the Executive has been continuously employed by the Bank
for many years;

            WHEREAS, the Executive throughout his tenure has worked diligently
in his 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 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 position, and that they be able to receive and
rely upon his


                                       90
<PAGE>

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 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:

            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 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


                                       91
<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 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


                                       92
<PAGE>

                  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 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


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                  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 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;


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                        (4) The Company's transfer of Executive to another
                        geographic location outside of New Jersey or more than
                        25 miles from his 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;

                        (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


                                       95
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                        (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.

            47. 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.

            48. Position. During the Contract Period the Executive shall be
            employed as Executive Vice President & CFO 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 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 which
            do not require any service on his part in the operation of such
            investments.

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


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                  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 the Executive's performance, the
                  performance of the Company and competitive compensation
                  levels, all as determined in the discretion of the Board of
                  Directors.

            50. 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.


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<PAGE>

                  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 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.

            51. 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.

            52. Disability. During the Contract Period if the Executive becomes
            permanently disabled, or is unable to perform his 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.


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<PAGE>

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

            54. 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 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 employment
            with the Company, at the Company's cost (subject to standard
            deductibles and co-pays, and the Executive's continuing payment of
            his part of the premium for family coverage, if applicable).


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<PAGE>

            The Executive shall not have a duty to mitigate the damages suffered
by him in connection with the termination by the Company of his 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
reasonable legal fees and expenses incurred in connection with his enforcement
against the Company of the terms of this Agreement. The Executive shall be
denied payment of his 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.

            55. 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.

            56. Non-Disclosure of Confidential Information.

                  a. Non-Disclosure of Confidential Information. Except in the
                  course of his 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


                                      100
<PAGE>

                  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.

            57. 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 Section 12,
                  shall be equal to the payments due to the Executive hereunder
                  and the payments and/or


                                      101
<PAGE>

                  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 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


                                      102
<PAGE>

                  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.

            58. 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


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                  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 Agreement shall thereafter be of no further
                  force and effect.

            59. 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.


                                      104
<PAGE>

            60. 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.

            61. 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 parties
            hereto expressly agree that the Severance Agreement between the Bank
            and the Executive dated May 6, 1997, is hereby terminated in its
            entirety. 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 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)


                                      105
<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

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ---------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


ATTEST:                                 PEAPACK-GLADSTONE BANK

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ---------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


WITNESS:

ANTOINETTE ROSELL                       ARTHUR F. BIRMINGHAM
-----------------                       ---------------------------
Antoinette Rosell                       Arthur F. Birmingham, Executive


                                      106
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                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                               GARRETT P. BROMLEY

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 11th day of December, 2003, 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 Garrett P. Bromley (the "Executive"). This
Agreement amends and restates in its entirety the Employment Agreement dated as
of April 3, 1998 by and among the Executive, Peapack, and the Bank.

                                   BACKGROUND

            WHEREAS, the Executive has been continuously employed by the Bank
for many years;

            WHEREAS, the Executive throughout his tenure has worked diligently
in his 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 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 position, and that they be able to receive and
rely upon his


                                      107
<PAGE>

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 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:

            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 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


                                      108
<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 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


                                      109
<PAGE>

                  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 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


                                      110
<PAGE>

                  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 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;


                                      111
<PAGE>

                        (4) The Company's transfer of Executive to another
                        geographic location outside of New Jersey or more than
                        25 miles from his 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;

                        (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


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                        (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.

            62. 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.

            63. 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 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 which
            do not require any service on his part in the operation of such
            investments.

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


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                  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 the Executive's performance, the
                  performance of the Company and competitive compensation
                  levels, all as determined in the discretion of the Board of
                  Directors.

            65. 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.


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                  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 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.

            66. 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.

            67. Disability. During the Contract Period if the Executive becomes
            permanently disabled, or is unable to perform his 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.


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

            69. 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 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 employment
            with the Company, at the Company's cost (subject to standard
            deductibles and co-pays, and the Executive's continuing payment of
            his part of the premium for family coverage, if applicable).


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            The Executive shall not have a duty to mitigate the damages suffered
by him in connection with the termination by the Company of his 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
reasonable legal fees and expenses incurred in connection with his enforcement
against the Company of the terms of this Agreement. The Executive shall be
denied payment of his 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.

            70. 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.

            71. Non-Disclosure of Confidential Information.

                  a. Non-Disclosure of Confidential Information. Except in the
                  course of his 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


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                  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.

            72. 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 Section 12,
                  shall be equal to the payments due to the Executive hereunder
                  and the payments and/or


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                  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 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


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                  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.

            73. 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


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                  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 Agreement shall thereafter be of no further
                  force and effect.

            74. 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.


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            75. 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.

            76. 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 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

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ---------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


ATTEST:                                 PEAPACK-GLADSTONE BANK

ANTOINETTE ROSELL                       By: FRANK A. KISSEL
-----------------                           ---------------------------
Antoinette Rosell, Secretary            Frank A. Kissel, Chairman


WITNESS:

ANTOINETTE ROSELL                       GARRETT P. BROMLEY
-----------------                       ---------------------------
Antoinette Rosell                       Garrett P. Bromley, Executive


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