Exhibit 10C
\
                           CHANGE-IN-CONTROL AGREEMENT
                              Michael J. Giacobello


         THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made as of this 9th day
of January,  2004,  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 MICHAEL J. GIACOBELLO (the "Executive").

                                   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

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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;

         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:

         1. Definitions
            -----------

                  a. Cause. For purposes of this Agreement  "Cause" with respect
                     -----
to the  termination  by the  Company of  Executive's  employment  shall mean (i)
willful and  continued  failure by the  Executive  to perform his 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

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absenteeism other than for illness, after a warning (with respect to drunkenness
or absenteeism only) in writing from the Board of Directors to refrain from such
behavior.  No act or  failure  to act on the  part  of the  Executive  shall  be
considered  willful  unless done, or omitted to be done, by the Executive not in
good faith and without  reasonable belief that the action or omission was in the
best interest of the Company.

                  b.  Change in Control.  "Change in  Control"  means any of the
                      -----------------
following  events:  (i) when Peapack or a Subsidiary  acquires actual  knowledge
that any  person (as such term is used in  Sections  13(d) and  14(d)(2)  of the
Exchange Act), other than an affiliate of Peapack or a Subsidiary or an employee
benefit plan established or maintained by Peapack,  a Subsidiary or any of their
respective  affiliates,  is or becomes the beneficial  owner (as defined in Rule
13d-3 of the Exchange  Act)  directly or  indirectly,  of  securities of Peapack
representing more than twenty-five percent (25%) of the combined voting power of
Peapack's then outstanding securities (a "Control Person"),  (ii) upon the first
purchase of Peapack's common stock pursuant to a tender or exchange offer (other
than a tender or exchange  offer made by Peapack,  a  Subsidiary  or an employee
benefit plan established or maintained by Peapack,  a Subsidiary or any of their
respective affiliates), (iii) upon the approval by Peapack's stockholders of (A)
a merger or  consolidation  of Peapack with or into another  corporation  (other
than a merger or  consolidation  which is approved by at least two-thirds of the
Continuing  Directors (as hereinafter  defined) and the definitive agreement for
which  provides  that at least  two-thirds  of the directors of the surviving or
resulting corporation immediately after the transaction are Continuing Directors
(a   "Non-Control   Transaction")),   (B)  a  sale  or  disposition  of  all  or
substantially  all  of  Peapack's  assets  or  (C)  a  plan  of  liquidation  or

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dissolution of Peapack,  (iv) if during any period of two (2) consecutive years,
individuals  who at the  beginning  of such  period  constitute  the Board  (the
"Continuing  Directors")  cease for any reason to constitute at least two-thirds
thereof or,  following a  Non-Control  Transaction,  two-thirds  of the board of
directors  of  the  surviving  or  resulting  corporation;   provided  that  any
individual  whose  election or nomination  for election as a member of the Board
(or,  following  a  Non-Control  Transaction,  the  board  of  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.

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                  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 date
the Executive  would attain age 65 or (iii) the death of the Executive.  For the
purpose of this Agreement,  a Change in Control shall be deemed to have occurred
at the date specified in the definition of Change-in-Control.

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

                  e.  Good  Reason.  When  used with  reference  to a  voluntary
                      ------------
termination by Executive of his 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;

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                    (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 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;

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

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

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

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

         3. Position. During the Contract Period the Executive shall be employed
            --------
as 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

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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:

                  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.

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

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

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

                  c. Club Membership and  Automobile.  If prior to the Change in
                     -------------------------------
Control,  the  Executive was entitled to membership in a country club and/or 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

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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.

         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

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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; 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).

         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 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

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

         12. Certain Reduction of Payments by the Company.
             --------------------------------------------

                  a. Anything in this Agreement to the contrary notwithstanding,
prior to the payment of any lump sum amount  payable  hereunder,  the  certified
public accountants of the Company  immediately prior to a Change of Control (the
"Certified Public  Accountants)  shall determine as promptly as practical and in
any event within 20 business  days  following the  termination  of employment of
Executive  whether  any  payment or  distribution  by the  Company to or for the
benefit  of  the  Executive   (whether  paid  or  payable  or   distributed   or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise)  (a
"Payment")  would more  likely  than not be  nondeductible  by the  Company  for
Federal income purposes  because of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"),  and if it is then the aggregate present value of
amounts payable or distributable to or for the benefit of Executive  pursuant to
this Agreement  (such payments or  distributions  pursuant to this Agreement are
thereinafter  referred to as  "Agreement  Payments")  shall be reduced  (but not
below zero) to the reduced Amount. For purposes of this paragraph,  the "Reduced
Amount"  shall be an amount  expressed  in present  value  which  maximizes  the
aggregate present value of Agreement  Payments without causing any Payment to be
nondeductible by the Company because of said Section 280G of the Code.

                  b. If under paragraph (a) of this section the Certified Public
Accountants   determine   that  any  Payment  would  more  likely  than  not  be
nondeductible  by the Company  because of Section 280G of the Code,  the Company
shall  promptly  give the  Executive

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notice to that effect and a copy of the detailed  calculation thereof and of the
Reduced Amount, and the Executive may then elect, in his sole discretion,  which
and how much of the Agreement  Payments  shall be eliminated or reduced (as long
as after such  election the aggregate  present  value of the Agreement  Payments
equals the  Reduced  Amount),  and shall  advise  the  Company in writing of his
election  within 20 business days of his receipt of notice.  If no such election
is made by the Executive within such 20-day period,  the Company may elect which
and how much of the Agreement  Payments  shall be eliminated or reduced (as long
as after such  election the Aggregate  present  Value of the Agreement  Payments
equals the  Reduced  Amount)  and shall  notify the  Executive  promptly of such
election.  For purposes of this paragraph,  present Value shall be determined in
accordance with Section 280G(d)(4) of the Code. All  determinations  made by the
Certified  Public  Accountants  shall be binding upon the Company and  Executive
shall  be made  within  20  business  days of a  termination  of  employment  of
Executive.  With the consent of the  Executive,  the Company may suspend part or
all of the lump sum  payment due under  Section 9 hereof and any other  payments
due to the Executive hereunder until the Certified Public Accountants finish the
determination  and the Executive (or the Company,  as the case may be) elect how
to reduce the  Agreement  Payments,  if  necessary.  As promptly as  practicable
following such determination and the elections hereunder,  the Company shall pay
to or distribute to or for the benefit of Executive such amounts as are then due
to Executive  under this  Agreement and shall  promptly pay to or distribute for
the benefit of  Executive  in the future such amounts as become due to Executive
under this Agreement.

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                  c.  As a  result  of the  uncertainty  in the  application  of
Section 280G of the Code, it is possible that  Agreement  Payments may have been
made by the  Company  which  should not have been made  ("Overpayment")  or that
additional Agreement Payments which will have not been made by the Company could
have been made  ("Underpayment"),  in each case, consistent with the calculation
of the  Reduced  Amount  hereunder.  In the  event  that  the  Certified  Public
Accountants,  based upon the assertion of a deficiency  by the Internal  Revenue
Service against the Company or Executive which said Certified Public Accountants
believe has a high  probability of success,  determines  that an Overpayment has
been made, any such  Overpayment  shall be treated for all purposes as a loan to
Executive which  Executive shall repay to the Company  together with interest at
the applicable  Federal rate provided for in Section  7872(f)(2)(A) of the Code;
provided,  however,  that no amount shall be payable by Executive to the Company
in and for the extent such payment  would not reduce the amount which is subject
to taxation  under  Section  4999 of the Code.  In the event that the  Certified
Public  Accountants,   based  upon  controlling  precedent,  determine  that  an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Company to or for the benefit of the  Executive  together  with  interest at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

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

                  a. Term.  Except as  otherwise  provided for  hereunder,  this
                     ----
Agreement  shall  commence on the date  hereof and shall  remain in effect for a
period of 3 years from the date hereof (the "Initial  Term") or until the end of
the Contract Period, whichever is later. The Initial Term shall be automatically
extended for an additional  one year period on the  anniversary  date hereof (so
that the Initial Term is always 3 years)  unless,  prior to a Change in Control,
the  Chairman of the Board of Directors  of Peapack  notifies  the  Executive in
writing  at any time that the  Contract  is not so  extended,  in which case the
Initial Term shall end upon the later of (i) 3 years after the date  hereof,  or
(ii) 2 years after the date of such written notice.  Notwithstanding anything to
the contrary  contained herein,  the Initial Term shall cease when the Executive
attains age 65.

                  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
<PAGE>
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received any payment  hereunder,  he shall not be entitled to any payment  under
the Company's severance policies for officers and employees.

         15.  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.

<PAGE>
                                     - 18 -


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


ATTEST:                                     PEAPACK-GLADSTONE
                                            FINANCIAL CORPORATION

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

ATTEST:                                     PEAPACK-GLADSTONE BANK


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

WITNESS:

   /s/ Antoinette Rosell                      /s/ Michael J. Giacobello
----------------------------                ---------------------------------
Antoinette Rosell, Secretary                Michael J. Giacobello, Executive