Exhibit 10B

                              AMENDED AND RESTATED
                           CHANGE-IN-CONTROL AGREEMENT
                                HUBERT P. CLARKE


         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 Hubert P. Clarke (the  "Executive").  This
Agreement amends and restates in its entirety the Employment  Agreement dated as
of December 12, 2002, 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

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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;

         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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                                     - 3 -


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

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

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                                     - 4 -


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.

                  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

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                                     - 5 -


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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                                     - 6 -


                    (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

                    (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

<PAGE>
                                     - 7 -


requirements  of this Agreement;  and, for purposes of this  Agreement,  no such
purported termination shall be effective.

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

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

         3. Position. During the Contract Period the Executive shall be employed
            --------
as Senior Vice  President  of Peapack and the Bank,  or such other  corporate or
divisional  profit  center  as  shall  then be the  principal  successor  to the
business,  assets and  properties of the Company,  with  substantially  the same
title and the same duties and  responsibilities as before the Change in Control.
The  Executive  shall devote his 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:

                  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.

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                                     - 8 -


                  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.

                  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

<PAGE>
                                     - 9 -


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.

         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.

<PAGE>
                                     - 10 -


         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).
<PAGE>
                                     - 11 -


         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 agrees that, among other things,  all
information

<PAGE>
                                     - 12 -


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  benefits  due to the  Executive  under any
benefit plan of the Company.  Each Gross-Up  Payment

<PAGE>
                                     - 13 -


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 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;

<PAGE>
                                     - 14 -


                           (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 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

<PAGE>
                                     - 15 -


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.

         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

<PAGE>
                                     - 16 -


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)


<PAGE>



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


ATTEST:                                     PEAPACK-GLADSTONE
                                            FINANCIAL CORPORATION

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

ATTEST:                                     PEAPACK-GLADSTONE BANK


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

WITNESS:

   /s/ Antoinette Rosell                      /s/ Hubert P. Clarke
----------------------------                ---------------------------------
Antoinette Rosell, Secretary                Hubert P. Clarke, Executive