Edgar Filing: PEAPACK GLADSTONE FINANCIAL CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the ss. 240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PEAPACK-GLADSTONE FINANCIAL CORPORATION
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
---------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 24, 2007

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Peapack-Gladstone Financial Corporation will be held at Hamilton Farm Golf Club,
1040 Pottersville Road, Gladstone, New Jersey, on Tuesday, April 24, 2007, at
2:00 p.m. local time for the purpose of considering and voting upon the
following matters:

1. Election of eleven directors to serve until the expiration of their
terms and thereafter until their successors shall have been duly
elected and qualified.

2. Such other business as may properly come before the meeting or any
adjournment thereof.

Only shareholders of record at the close of business on March 12, 2007,
are entitled to receive notice of, and to vote at, the meeting.

You are urged to read carefully the attached proxy statement relating
to the meeting.

Shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, we urge you to date and sign
the enclosed proxy form and return it in the enclosed envelope as promptly as
possible. You may revoke your proxy by filing a later-dated proxy or a written
revocation of the proxy with the Corporate Secretary of Peapack-Gladstone prior
to the meeting. If you attend the meeting, you may revoke your proxy by filing a
later-dated proxy or written revocation of the proxy with the Corporate
Secretary of the meeting prior to the voting of such proxy.

By Order of the Board of Directors

ANTOINETTE ROSELL,
CORPORATE SECRETARY

Gladstone, New Jersey
March 23, 2007

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.

PEAPACK-GLADSTONE FINANCIAL CORPORATION
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934

PROXY STATEMENT
DATED MARCH 23, 2007

GENERAL PROXY STATEMENT INFORMATION

This proxy statement is furnished to the shareholders of
Peapack-Gladstone Financial Corporation ("Peapack-Gladstone") in connection with
the solicitation by the Board of Directors of Peapack-Gladstone of proxies for
use at the Annual Meeting of Shareholders to be held at Hamilton Farm Golf Club,
1040 Pottersville Road, Gladstone, New Jersey on Tuesday, April 24, 2007 at 2:00
p.m. local time. This proxy statement is first being mailed to shareholders on
approximately March 23, 2007.

VOTING INFORMATION

Outstanding Securities and Voting Rights

The record date for determining shareholders entitled to notice of, and
to vote at, the meeting is March 12, 2007. Only shareholders of record as of the
record date will be entitled to notice of, and to vote at, the meeting.

On the record date 8,273,335 shares of Peapack-Gladstone's common
stock, no par value, were outstanding and eligible to be voted at the meeting.
Each share of Peapack-Gladstone's common stock is entitled to one vote.

Required Vote

The election of directors requires the affirmative vote of a plurality
of Peapack-Gladstone's common stock voted at the meeting, whether voted in
person or by proxy. At the meeting, inspectors of election will tabulate both
ballots cast by shareholders present and voting in person, and votes cast by
proxy. Under applicable New Jersey law and Peapack-Gladstone's certificate of
incorporation and by-laws, abstentions and broker non-votes are counted for
purpose of establishing a quorum but otherwise do not count.

All shares represented by valid proxies received pursuant to this
solicitation will be voted FOR the election of the 11 nominees for director who
are named in this proxy statement, unless the shareholder specifies a different
choice by means of the proxy or revokes the proxy prior to the time it is
exercised. Should any other matter properly come before the meeting, the persons
named as proxies will vote upon such matters according to their discretion.

Revocability of Proxy

Any shareholder giving a proxy has the right to attend and to vote at
the meeting in person. A proxy may be revoked prior to the meeting by filing a
later-dated proxy or a written revocation if it is sent to the Secretary of
Peapack-Gladstone, Antoinette Rosell, at 158 Route 206 North, Gladstone, New
Jersey, 07934, and is received by Peapack-Gladstone in advance of the meeting. A
proxy may be revoked at the meeting by filing a later-dated proxy or a written
revocation with the Secretary of the meeting prior to the voting of such proxy.

Solicitation of Proxies

This proxy solicitation is being made by the Board of Peapack-Gladstone
and the costs of the solicitation will be borne by Peapack-Gladstone. In
addition to the use of the mails, proxies may be solicited personally or by
telephone, e-mail or facsimile transmission by directors, officers and employees
of Peapack-Gladstone and its subsidiaries who will not be specially compensated
for such solicitation activities. Peapack-Gladstone will also make arrangements
with brokers, dealers, nominees, custodians and fiduciaries to forward proxy
soliciting materials to the beneficial owners of shares held of record by such
persons, and Peapack-Gladstone may reimburse them for their reasonable expenses
incurred in forwarding the materials.

PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTOR INFORMATION

Peapack-Gladstone's certificate of incorporation and by-laws authorize
a minimum of 5 and a maximum of 25 directors, but leave the exact number to be
fixed by resolution of Peapack-Gladstone's Board of Directors. The Board has
currently fixed the number of directors at 11 and the Board is presently
comprised of 11 members. Directors are elected annually by the shareholders for
one-year terms. Peapack-Gladstone's Nominating Committee has recommended to the
Board the 11 current directors for reelection to serve for one-year terms
expiring at Peapack-Gladstone's 2008 Annual Meeting of Shareholders and until
their successors shall have been duly elected and qualified. If, for any reason,
any of the nominees become unavailable for election, the proxy solicited by the
Board will be voted for a substitute nominee selected by the Board. The Board
has no reason to believe that any of the named nominees is not available or will
not serve if elected.

Unless a shareholder indicates otherwise on the proxy, the proxy will
be voted for the persons named in the table below to serve until the expiration
of their terms, and thereafter until their successors have been duly elected and
qualified.

The following table sets forth the names and ages of the Board's
nominees for election, the nominees' position with Peapack-Gladstone (if any),
the principal occupation or employment of each nominee for the past five years
and the period during which each nominee has served as a director of
Peapack-Gladstone. The nominee's prior service as a director includes prior
service as a director of Peapack-Gladstone Bank (the "Bank") prior to the
formation of the holding company.

NOMINEES FOR ELECTION AS DIRECTORS

Name and Position Director Principal Occupation or Employment for the Past Five Years;
With Peapack-Gladstone Age Since Other Company Directorships
=================================================================================================================

Anthony J. Consi, II 61 2000 Senior Vice President of Finance and Operations, Weichert Realtors;

Pamela Hill 69 1991 President of Ferris Corp., a real estate management company; previously
Vice President of Ferris Corp.

Frank A. Kissel 56 1989 Chairman and CEO of Peapack-Gladstone and the Bank
Chairman and CEO

John D. Kissel 54 1987 Real Estate Broker, Turpin Real Estate, Inc.

James R. Lamb 64 1993 Principal of James R. Lamb, P.C., Attorney at Law.

Edward A. Merton 66 1981 President of Merton Excavating and Paving Co.

F. Duffield Meyercord 60 1991 Partner of Carl Marks Advisory Group, LLC; President,
Meyercord Advisors, Inc.; Director of Wayside Technology
Group (formerly Programmer's Paradise, Inc.)

John R. Mulcahy 68 1981 Retired; previously President of Mulcahy Realty and Construction.

Robert M. Rogers, 48 2002 President and COO of Peapack-Gladstone and the Bank
President and COO

Philip W. Smith, III 51 1995 President, Phillary Management, Inc., a real estate management company.

Craig C. Spengeman, 51 2002 President, PGB Trust and Investments, a division of the Bank and
President, PGB Trust Executive Vice President of Peapack-Gladstone
and Investments

Frank A. Kissel and John D. Kissel are brothers.

RECOMMENDATION AND VOTE REQUIRED ON PROPOSAL 1

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE `FOR' THE
NOMINATED SLATE OF DIRECTORS INCLUDED IN PROPOSAL 1. Directors will be elected
by a plurality of the votes cast at the meeting.

CORPORATE GOVERNANCE

General

The business and affairs of Peapack-Gladstone are managed under the
direction of the Board of Directors. Members of the Board are kept informed of
Peapack-Gladstone's business through discussions with the Chairman and
Peapack-Gladstone's other officers, by reviewing materials provided to them and
by participating in meetings of the Board and its committees. All members of the
Board also served as directors of Peapack-Gladstone's subsidiary bank,
Peapack-Gladstone Bank, during 2006. The Board of Directors of Peapack-Gladstone
held 12 meetings during 2006. During 2006, all directors of Peapack-Gladstone
attended no fewer than 75% of the total number of meetings of
Peapack-Gladstone's Board and meetings of committees on which such director
served. It is Peapack-Gladstone's policy to encourage director attendance at the
Annual Meeting absent a compelling reason such as illness. Last year, all but
one director attended the Annual Meeting.

Our Board of Directors believes that the purpose of corporate
governance is to maximize shareholder value in a manner consistent with legal
requirements. The Board has adopted corporate governance principles, which the
Board and senior management believe promote this purpose. We periodically review
these governance principles, the rules and listing standards of the American
Stock Exchange (the "AMEX") and Securities and Exchange Commission (the "SEC")
regulations.

Director Independence

The Board has determined that a majority of the directors and all
current members of the Nominating, Compensation, and Audit Committees are
"independent" for purposes of Section 121 of the American Stock Exchange Company
Guide, and that the members of the Audit Committee are also "independent" for
purposes of Section 10A-3 of the Securities Exchange Act of 1934 and Section 803
of the American Stock Exchange Company Guide. The Board based these
determinations primarily on a review of the responses of the directors and
executive officers to questions regarding employment and transaction history,
affiliations and family and other relationships and on discussions with the
directors. The independent directors are Anthony J. Consi, II, Pamela Hill,
James R. Lamb, Edward A. Merton, F. Duffield Meyercord, John R. Mulcahy, and
Philip W. Smith, III.

To assist it in making determinations of independence, the Board has
concluded that the following relationships are immaterial and that a director
whose only relationships with Peapack-Gladstone fall within these categories is
independent:

o A loan made by the Bank to a director, his or her immediate family
member or an entity affiliated with a director or his or her
immediate family member, or a loan personally guaranteed by such
persons if such loan (i) complies with state and federal regulations
on insider loans, where applicable; and (ii) is not classified by
the Bank's credit committee or by any bank regulatory agency which
supervised the Bank as substandard, doubtful or loss.

o A deposit, trust, insurance brokerage, securities brokerage or
similar customer relationship between Peapack-Gladstone or its
subsidiaries and a director, his or her immediate family member or
an affiliate of his or her immediate family member if such
relationship is on customary and usual market terms and conditions.

o The employment by Peapack-Gladstone or its subsidiaries of any
immediate family member of the director if the employee serves below
the level of a senior vice president.

o Annual contributions by Peapack-Gladstone or its subsidiaries to any
charity or non-profit corporation with which a director is
affiliated if the contributions do not exceed an aggregate of
$20,000 in any calendar year and the contribution is made in the
name of Peapack-Gladstone.

o Purchases of goods or services by Peapack-Gladstone or any of its
subsidiaries from a business in which a director or his or her
immediate family member is a partner, shareholder or officer, if the
director or his or her immediate family member owns five percent or
less of the equity interests of that business and does not serve as
an executive officer of the business.

o Purchases of goods or services by Peapack-Gladstone, or any of its
subsidiaries, from a director or a business in which the director or
his or her immediate family member is a partner, shareholder or
officer if the annual aggregate purchases of goods or services from
the director, his or her immediate family member or such business in
the last calendar year does not exceed the greater of $60,000 or two
percent of the gross revenues of the business.

o Fixed retirement benefits paid or payable to a director either
currently or on retirement.

The following categories or types of transactions, relationships or
arrangements were considered by the Board in determining that each listed
director is independent in accordance with the AMEX listing standards and
Peapack-Gladstone's Corporate Governance Principles.

Independent Director Category or Type
-------------------- ----------------

Mr. Consi Deposits

Ms. Hill Deposits, Trust

Mr. Lamb Loans, Deposits, Trust, Legal Services

Mr. Merton Loans, Deposits, Trust, Paving Services

Mr. Meyercord Loans, Deposits, Trust

Mr. Mulcahy Loans, Deposits, Trust

Mr. Smith Loans, Deposits, Trust, Employment of Immediate Family
Member below level of Senior Vice President

Executive Sessions of Non-Management Directors

Our Corporate Governance Principles require the Board to provide for at
least semi-annual executive sessions to include non-management directors. At
least once a year, the Board holds an executive session including only
independent directors. Peapack-Gladstone's Board has chosen to rotate the
presiding director for each meeting among the Chairperson of the Audit,
Compensation, and Nominating Committees.

Shareholder Communication with Directors

The Board of Directors has established the following procedures for
shareholder communications with the Board of Directors:

o Shareholders wishing to communicate with the Board of Directors
should send any communication to the Board of Directors,
Peapack-Gladstone Financial Corporation, c/o Secretary of
Peapack-Gladstone, Antoinette Rosell, at 158 Route 206 North,
Gladstone, New Jersey, 07934. Any such communication should state
the number of shares owned by the shareholder.

o The Corporate Secretary will forward such communication to the Board
of Directors or as appropriate to the particular Committee Chairman,
unless the communication is a personal or similar grievance, a
shareholder proposal or related communication, an abusive or
inappropriate communication, or a communication not related to the
duties or responsibilities of the Board of Directors, in which case
the Corporate Secretary has the authority to disregard the
communication. All such communications will be kept confidential to
the extent possible.

o The Corporate Secretary will maintain a log of, and copies of, all
communications, for inspection and review by any Board member, and
shall regularly review all such communications with the Board or the
appropriate Committee Chairman.

The Board of Directors has also established the following procedures
for shareholder communications with the rotating chairman of the executive
sessions of the non-management directors of the Board:

o Shareholders wishing to communicate with the presiding director of
executive sessions should send any communication to the presiding
director of executive sessions, Peapack-Gladstone Financial
Corporation, c/o Corporate Secretary of Peapack-Gladstone,
Antoinette Rosell, at 158 Route 206 North, P.O. Box 178, Gladstone,
New Jersey, 07934. Any such communication should state the number of
shares owned by the shareholder.

o The Corporate Secretary will forward such communication to the then
presiding director, unless the communication is a personal or
similar grievance, a shareholder proposal or related communication,
an abusive or inappropriate communication, or a communication not
related to the duties or responsibilities of the non-management
directors, in which case the Corporate Secretary has the authority
to disregard the communication. All such communications will be kept
confidential to the extent possible.

o The Corporate Secretary will maintain a log of, and copies of, all
communications, for inspection and review by the presiding director
of executive sessions, and shall regularly review all such
communications with the presiding director at the next meeting.

Committees of the Board of Directors

In 2006, the Board of Directors maintained an Audit Committee, a
Nominating Committee and a Compensation Committee.

Audit Committee
---------------

Mr. Consi serves as Chair of the Audit Committee. Other members of the
Audit Committee are Messrs. Mulcahy, Smith and, beginning in June of 2006, Ms.
Hill. The Audit Committee met 11 times during 2006.

The Board of Directors has determined that at least one member of the
Audit Committee meets the American Stock Exchange standard of being financially
sophisticated. The Board of Directors has also determined that Mr. Consi meets
the SEC criteria of an "audit committee financial expert."

The Audit Committee operates pursuant to a charter. The charter can be
viewed at the Investor Relations link on our website www.pgbank.com. The charter
gives the Audit Committee the authority and responsibility for the appointment,
retention, compensation and oversight of our independent auditors, including
pre-approval of all audit and non-audit services to be performed by our
independent auditors. Other responsibilities of the Audit Committee pursuant to
the charter include: reviewing the scope and results of the audit with our
independent auditors; reviewing with management and our independent auditors
Peapack-Gladstone's interim and year-end operating results including press
releases; considering the appropriateness of the internal accounting and
auditing procedures of Peapack-Gladstone; considering our outside auditors'
independence; reviewing examination reports by bank regulatory agencies;
reviewing audit reports prepared by the accounting firm which conducts the
internal audit functions for Peapack-Gladstone; and reviewing the response of
management to those reports. The Audit Committee reports to the full Board
concerning pertinent matters coming before it.

Nominating Committee
--------------------

Peapack-Gladstone's Nominating Committee consists of Messrs. Smith
(Chair), Consi, Lamb, Merton, Meyercord, Mulcahy and, beginning in June of 2006,
Ms. Hill. The Nominating Committee met two times during 2006.

The Nominating Committee operates under a written charter setting out
the functions and responsibilities of this committee. The charter can be viewed
at the Investor Relations link on our website www.pgbank.com. The Nominating
Committee reviews qualifications of and recommends to the Board candidates for
election as director of Peapack-Gladstone and the Bank, considers the
composition of the Board, recommends committee assignments, and discusses
management succession for the Chairman and the CEO positions. The Nominating
Committee develops corporate governance principles which include director
qualifications and standards; director responsibilities; director orientation
and continuing education; limitations concerning service on other boards;
director access to management and records, criteria for annual self-assessment
of the Board, its committees, management and the effectiveness of their
functioning. The committee is also charged with reviewing the Board's adherence
to the Corporate Governance Principles and the Code of Business Conduct and
Ethics. The Nominating Committee reviews recommendations from shareholders
regarding corporate governance and director candidates. The procedure for
submitting recommendations of director candidates is set forth below under the
caption "Nomination of Directors."

Compensation Committee
----------------------

Peapack-Gladstone's Compensation Committee consists of Messrs.
Meyercord (Chair), Merton and Consi. During 2006, the Compensation Committee met
two times.

The Compensation Committee operates under a written charter setting out
the functions and responsibilities of this committee. The charter can be viewed
at the Investor Relations link on our website www.pgbank.com. The Compensation
Committee determines CEO compensation, sets general compensation levels for all
officers and employees and sets specific compensation for executive officers. It
also administers our stock option plans and makes awards under those plans. The
Board has approved its charter, which delegates to the Compensation Committee
the responsibility to recommend Board compensation.

The Compensation Committee annually reviews, considers, and approves
all compensation and awards to executive officers, including the CEO, the
President, Executive Vice Presidents, Senior Vice Presidents and First Vice
Presidents. Included in this process is a thorough analysis and consideration of
overall Bank performance, individual job performance, the overall need of the
Bank to attract, retain and incent executive talent, and the total cost of the
compensation programs.

Nomination of Directors

Nominations for director may be made only by the Board of Directors or
a committee of the Board or by a shareholder of record entitled to vote. The
Board of Directors has established minimum criteria for members of the Board.

These include:

o Directors are encouraged to live and/or work in the communities
served by Peapack-Gladstone's subsidiary bank.

o Directors shall beneficially own or agree to acquire at least
$25,000 (market value) of Peapack-Gladstone stock.

o Directors shall be experienced in business, shall be financially
literate and shall be respected members of their communities.

o Directors shall be of high ethical and moral standards and have
sound personal finances.

o A Director may not serve on the board of directors of any other bank
that serves the same market area as Peapack-Gladstone and may only
serve on the boards of three other publicly-traded companies.

o If there is a vacancy, the Nominating Committee shall evaluate the
qualifications of persons who may be recommended to it as potential
candidates based on information the Committee may deem relevant.

The Nominating Committee has adopted a policy regarding consideration
of director candidates recommended by shareholders. The Nominating Committee
will consider nominations made by shareholders. In order for a shareholder to
make a nomination, the shareholder must provide a notice along with the
additional information and supporting materials to our Corporate Secretary not
less than 120 days nor more than 150 days prior to the first anniversary of the
date of the preceding year's annual meeting. The shareholder wishing to propose
a candidate for consideration by the Nominating Committee must have significant
stake in Peapack-Gladstone. To qualify for consideration by the Nominating
Committee, the shareholder submitting the candidate must demonstrate that he or
she has been the beneficial owner of at least one percent of Peapack-Gladstone's
outstanding shares for a minimum of one year prior to the submission of the
request. In addition, the Nominating Committee has the right to require any
additional background or other information from any director candidate or the
recommending shareholder, as it may deem appropriate. For our annual meeting in
the year 2008, we must receive this notice on or after November 26, 2007, and on
or before December 26, 2007. The following factors, at a minimum, are considered
by the Nominating Committee as part of its review of all director candidates and
in recommending potential director candidates to the Board:

o appropriate mix o educational background, professional background
and business experience to make a significant contribution to the
overall composition of the Board;

o if the Committee deems it applicable, whether the candidate would be
able to read and understand fundamental financial statements and
considered to be financially sophisticated as described in the AMEX
rules, or considered to be an audit committee financial expert as
defined pursuant to the Sarbanes-Oxley Act of 2002;

o if the Committee deems it applicable, whether the candidate would be
considered independent under the AMEX rules and the Board's
additional independence guidelines set forth in Peapack-Gladstone's
Corporate Governance Principles;

o demonstrated character and reputation, both personal and
professional, consistent with that required for a bank director;

o willingness to apply sound and independent business judgment;

o ability to work productively with the other members of the Board;

o availability for the substantial duties and responsibilities of a
Peapack-Gladstone director; and

o meets the additional criteria set forth in the Peapack-Gladstone's
Corporate Governance Principles.

You can obtain a copy of the full text of our policy regarding
shareholder nominations by writing to Antoinette Rosell, Secretary,
Peapack-Gladstone Financial Corporation, 158 Route 206 North, P.O. Box 178,
Gladstone, New Jersey 07934.

Code of Business Conduct and Ethics and Corporate Governance Principles

Peapack-Gladstone has adopted a Code of Business Conduct and Ethics,
which applies to Peapack-Gladstone's chief executive officer, principal
financial officer, principal accounting officer and to all other
Peapack-Gladstone directors, officers and employees. The Code of Business
Conduct and Ethics is available in the Investor Relations section of
Peapack-Gladstone's website located at www.pgbank.com. The Code of Business
Conduct and Ethics is also available in print to any shareholder who requests
it. Peapack-Gladstone will disclose any substantive amendments to or waiver from
provisions of the Code of Business Conduct and Ethics made with respect to a
director or executive officer on our website and to the extent required by AMEX
and SEC rules, in a Current Report on Form 8-K.

We have also adopted Corporate Governance Principles, which are
intended to provide guidelines for the governance of Peapack-Gladstone by the
Board and its committees. The Corporate Governance Principles are available at
the Investor Relations section of Peapack-Gladstone's website located at
www.pgbank.com.

DIRECTOR COMPENSATION

The following table summarizes the compensation of the non-employee
directors of Peapack-Gladstone.

---------------------------------------------------------------------------------------------------
Fees Earned or Paid in Change in Pension Value and
Cash (2) Nonqualified Deferred Compensation Total
Name (1) (3) (5) ($) Earnings (4) (6) ($)
(a) (b) (c) (d)
---------------------------------------------------------------------------------------------------

Anthony J. Consi, II 41,800 5,000 46,800
---------------------------------------------------------------------------------------------------
Pamela Hill 26,200 8,000 34,200
---------------------------------------------------------------------------------------------------
T. Leonard Hill 3,800 -- 3,800
---------------------------------------------------------------------------------------------------
John D. Kissel 33,100 2,000 35,100
---------------------------------------------------------------------------------------------------
James R. Lamb, Esq. 22,400 7,000 29,400
---------------------------------------------------------------------------------------------------
Edward A. Merton 19,000 8,000 27,000
---------------------------------------------------------------------------------------------------
F. Duffield Meyercord 25,700 5,000 30,700
---------------------------------------------------------------------------------------------------
John R. Mulcahy 54,100 15,000 69,100
---------------------------------------------------------------------------------------------------
Philip W. Smith, III 34,200 2,000 36,200
---------------------------------------------------------------------------------------------------
Jack D. Stine 25,800 10,000 35,800
---------------------------------------------------------------------------------------------------

(1) Outstanding options held by each director at December 31, 2006
totaled: Consi 19,502 options; P. Hill 26,843; Kissel 20,014 options; Lamb
22,581 options; Merton 22,582 options; Meyercord 22,582 options; Mulcahy 16,952
options; Smith 16,375 options; and Stine 22,582 options.

(2) Peapack-Gladstone pays its directors an $8,000 annual retainer for
service on the Board, and $500 for each regular Bank Board meeting they attend
and $400 for each committee meeting they attend. Committee Chairs and Audit
Committee members receive an additional $2,000 annual retainer. The Audit
Committee Chair receives an additional $16,000 annual retainer. The Compensation
Committee Chair receives an additional $10,000 annual retainer and the
Compensation Committee members receive an additional $1,000 annual retainer.
Frank A. Kissel, Robert M. Rogers and Craig C. Spengeman, as full-time
employees, were not compensated for services rendered as directors.

(3) The 1998 and 2002 Stock Option Plans for Outside Directors provide
for the award of non-qualified stock options to each non-employee director. The
2006 Long-Term Stock Incentive Plan provides for the award of non-qualified
stock options, stock appreciation rights or restricted stock to each
non-employee director. The plans provide that grants are made based upon
recommendations from the Compensation Committee to the Board and a vote from the
full Board. In 2006, there were no awards to the outside directors.

Under each of the plans, the exercise price for the option shares may
not be less than the fair market value of the common stock on the date of grant
of the option. The options granted under these plans are, in general,
exercisable not earlier than one year after the date of grant, at a price equal
to the fair market value of the common stock on the date of grant, and expire
not more than ten years after the date of grant. On December 8, 2005, the Board
of Directors accelerated the vesting of 79,200 of the unvested stock options
awarded to outside directors under the Corporation's 1998 and 2002 Stock Option
Plans for Outside Directors.

(4) Peapack-Gladstone has a retirement plan for eligible non-employee
directors of Peapack-Gladstone and/or its Subsidiaries. The plan provides 5
years of annual benefits to directors with 10 or more years of service, which
commence after a director has retired from the Board. The annual benefit is
equal to 25 percent of the director's final compensation and increases by 5
percent for each year of service in excess of 10. The maximum benefit is limited
to 50 percent of final compensation. No director was credited with more than 10
years of service when the plan became effective, regardless of how long the
person had served as director as of the effective date. If a director with 10
years of service ceases to be a director as a result of death or disability, or
a director with 5 years of service ceases to be a director following a change in
control, the director will be credited with a total of 15 years of service for
plan purposes. In the event that the director dies prior to receipt of all
benefits, the payments continue to the director's beneficiary or estate.

(5) Peapack-Gladstone has a nonqualified deferred compensation plan for
non-employee directors covering retainer fees and the aggregate of all fees for
service and attendance at Board and committee meetings. Participation is
optional. As of January 1, 2005, the plan is frozen and no further contributions
may be made. Interest is paid on the deferred fees equal to that which would
have been credited if such deferred fees were invested in the Peapack-Gladstone
Money Market Account, which yields 5.03 percent as of February 28, 2007. The
provisions of the deferred compensation plan are designed to comply with certain
rulings of the Internal Revenue Service under which the deferred amounts are not
taxed until received. Under the deferred compensation plan, the directors who
elect to defer their fees receive the fees either (i) in a lump sum on the first
day of the calendar quarter following termination of service as director, or on
the first day of a calendar quarter that is at least 5 years following the date
of the original deferral election, or (ii) in substantially equal annual
installments over a period of between 2 to 10 years, commencing in January of
the calendar year following the calendar year during which the director ceases
serving as director. In the event the director dies, within a reasonable period
of time following his or her death, the amount credited to the director's
deferred compensation account shall be paid in a lump sum to the director's
beneficiary or estate.

(6) The amount in this column represents the change in pension value.
There were no nonqualified deferred compensation earnings.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Certain Beneficial Owners

The following table sets forth as of February 28, 2007 certain
information as to beneficial ownership of each person known to Peapack-Gladstone
to own beneficially more than 5 percent of the outstanding common stock of
Peapack-Gladstone. The beneficial owner in the table below has sole voting and
investment power as to all his shares.

Number of Shares
Name of Beneficial Owner Beneficially Owned Percent of Class
================================================================================
James M. Weichert 801,435 9.69%

Stock Ownership of Directors and Executive Officers

The following table sets forth as of February 28, 2007 the number of
shares of Peapack-Gladstone's common stock beneficially owned by each of the
directors/nominees, the executive officers of Peapack-Gladstone for whom
individual information is required to be set forth in this proxy statement (the
"named executive officers") pursuant to the regulations of the SEC, and by all
directors and executive officers as a group.

Number of Shares
Name of Beneficial Owner Beneficially Owned (1) Percent of Class (2)
Arthur F. Birmingham 45,778 (3) *

Garrett P. Bromley 45,539 (4) *

Anthony J. Consi, II 73,503 (5) *

Pamela Hill 119,183 (6) 1.44%

Frank A. Kissel 143,636 (7) 1.72%

John D. Kissel 61,158 (8) *

James R. Lamb 45,827 (9) *

Edward A. Merton 47,806 (10) *

F. Duffield Meyercord 43,673 (11) *

John R. Mulcahy 35,891 (12) *

Robert M. Rogers 55,346 (13) *

Philip W. Smith, III 47,817 (14) *

Craig C. Spengeman 57,518 (15) *

All directors and executive 820,272 9.49%
officers as a group (13 persons)

NOTES:

* Less than one percent

(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared
investment power. It also includes shares owned (i) by a spouse, minor
children or by relatives sharing the same home, (ii) by entities owned
or controlled by the named person and (iii) by other persons if the
named person has the right to acquire such shares within 60 days by the
exercise of any right or option. Unless otherwise noted, all shares are
owned of record or beneficially by the named person.

(2) The number of shares of common stock used in calculating the percentage
of the class owned includes shares of common stock outstanding as of
February 28, 2007, and 395,169 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

(3) This total includes 936 shares owned by Mr. Birmingham's wife, 3,260
shares allocated to Mr. Birmingham under Peapack-Gladstone's Profit
Sharing Plan and 36,508 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

(4) This total includes 2,793 shares allocated to Mr. Bromley under
Peapack-Gladstone's Profit Sharing Plan and 37,349 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2007.

(5) This total includes 19,502 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

(6) This total includes 26,843 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007 and 24,945 shares held
in a trust for which Ms. Hill is a beneficiary.

(7) This total includes 3,348 shares owned by Mr. Frank A. Kissel's wife,
8,670 shares allocated to Mr. Kissel under Peapack-Gladstone's Profit
Sharing Plan and 74,661 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

(8) This total includes 1,609 shares owned by Mr. John D. Kissel's wife,
5,547 shares owned by Mr. Kissel's children and 20,014 shares
purchasable pursuant to options exercisable within 60 days of February
28, 2007.

(9) This total includes 3,232 shares owned by Mr. Lamb's wife, 2,404 shares
owned by Mr. Lamb's son and 22,581 shares purchasable pursuant to
options exercisable within 60 days of February 28, 2007. Mr. Lamb
disclaims beneficial ownership of the shares held by his son.

(10) This total includes 22,582 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

(11) This total includes 22,582 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007 and of this total,
19,705 shares were pledged as security to a loan with Peapack-Gladstone
Bank.

(12) This total includes 2,061 shares owned by Mr. Mulcahy's wife and 13,952
shares purchasable pursuant to options exercisable within 60 days of
February 28, 2007.

(13) This total includes 5,203 shares allocated to Mr. Rogers under
Peapack-Gladstone's Profit Sharing Plan and 43,767 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2007.

(14) This total includes 6,835 shares owned by Mr. Smith's wife, 1,321
shares owned by Mr. Smith's children and 14,164 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2007 and
of this total, 15,102 shares were pledged as security to a loan with
Peapack-Gladstone Bank.

(15) This total includes 859 shares owned by Mr. Spengeman's wife, 5,910
shares allocated to Mr. Spengeman under Peapack-Gladstone's Profit
Sharing Plan and 40,664 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2007.

COMPENSATION DISCUSSION AND ANALYSIS

The fundamental objective of Peapack-Gladstone's named executive
officer compensation program is to fairly compensate our named executive
officers in a way that best advances the interests of the shareholders.
Peapack-Gladstone feels that shareholder interests are best advanced through the
retention of superior executive talent and the alignment of shareholder and
executive interests.

Peapack-Gladstone compensates our named executive officers with a mix
of base salary, bonus and equity compensation designed to be competitive with
comparable employers and to align management's incentives with the interests of
our shareholders.

The base salary we pay our named executives is determined by a
combination of factors, including but not limited to an analysis of market
comparables, skill set, level of responsibility, individual performance and
Peapack-Gladstone's overall performance.

We design the incentive compensation (bonus and equity compensation) to
align the interests of our named executive officers with the short and long-term
interests of shareholders. We align named executive officer and shareholder
short-term interests by linking bonus awards to individual performance and
Peapack-Gladstone's overall performance over the prior year. We align named
executive officer and shareholder long-term interests by awarding equity
compensation to our named executive officers. Both bonus and equity compensation
are awarded on a discretionary basis.

Peapack-Gladstone feels that our salary, bonus and equity compensation
is both fair and reflective of market conditions within our business and
geography.

The Decision Process

The Compensation Committee of the Board of Directors is responsible for
establishing and overseeing policies governing annual and long-term compensation
programs for the named executive officers, and for making recommendations to the
Board of Directors on actual named executive officer compensation levels. The
Chief Executive Officer provides advice to the Compensation Committee relative
the compensation of the four other named executive officers.

After the Compensation Committee makes its recommendations to the Board
of Directors, the Board of Directors (without the presence of the named
executive officers) makes the final determination of compensation paid to
Peapack-Gladstone's named executive officers.

Elements of Compensation

Peapack-Gladstone's direct compensation consists of base salary, an
annual cash award (our bonus), and equity compensation. Our base salaries are
linked to individual performance, level of responsibility, the competitive
market and Peapack-Gladstone's overall performance.

We design our base salaries in significant part to attract and retain
talented executives who can help drive long-term shareholder value. Because the
markets in which we operate present current and potential executives with many
other employment options, we believe we must keep our base salaries competitive,
or risk losing executive talent. The Compensation Committee reviews competitive
pay studies on an annual basis to ensure our base salaries align with the median
of the competitive market. Our competitive market consists of banks of similar
assets and lines of business operating in similar markets. While target salary
is linked to the market median, actual salaries will vary to reflect individual
responsibility and performance as well as Peapack-Gladstone's budget restraints
and performance.

Our cash bonuses are linked to individual performance, level of
responsibility, and Peapack-Gladstone's overall performance. The assessment of
these factors is subjective and is made by the Compensation Committee. On the
basis of this assessment, the Compensation Committee uses its discretion to
determine the amount of the cash bonus. We feel that linking cash bonuses to
individual performance and Peapack-Gladstone's overall performance places a
portion of individual compensation at risk--thereby motivating individual
performance while at the same time correlating Peapack-Gladstone's overall
compensation to Peapack-Gladstone's overall performance.

Our equity compensation is linked to the degree to which the executive
is in a position to influence Peapack-Gladstone's long-term performance. We feel
the rationale behind equity compensation is straightforward: by allowing our
executives to participate in the long-term appreciation of our shares, these
executives will work and make decisions to maximize Peapack-Gladstone's
long-term performance. The Compensation Committee in its discretion determines
the amount, type and timing of our equity compensation. In the past our equity
compensation has consisted of stock options. From this year forward the
Committee intends to make smaller stock option grants every year, as opposed to
the recent practice of larger stock option grants once every two or three years.

Establishing 2006 Compensation

In establishing compensation for named executive officers, the
Compensation Committee considers many factors including, but not limited to,
Peapack-Gladstone's overall performance, individual performance and peer group
compensation practices, all as more specifically set forth in the preceding
section.

During 2006, Mr. Frank A. Kissel served as Chairman and Chief Executive
Officer of the Bank and Chairman and Chief Executive Officer of
Peapack-Gladstone. Mr. Kissel's base salary for 2006 of $311,017 was set by the
Compensation Committee based on his performance in executing his
responsibilities in those positions in 2005 and the performance anticipated from
him in 2006 and future years. The Committee also considered Mr. Kissel's ability
to develop and motivate employees to meet Peapack-Gladstone's short and
long-term objectives. The Committee also considered Peapack-Gladstone's overall
performance. Mr. Kissel was awarded a bonus in 2006 equal to 12% of his base
salary, based on his individual performance and Peapack-Gladstone's overall
performance in 2006. This bonus level was significantly lower than Mr. Kissel's
bonus level in 2005, which equaled 30% of his base salary. The Committee was
pleased with Mr. Kissel's individual performance in 2006, but felt that named
executive officer bonus levels should be reduced significantly to reflect
Peapack-Gladstone's results in the current challenging business conditions. To
further align Mr. Kissel's and the shareholders' long-term interests the Board
voted in 2006 to award Mr. Kissel 5,000 stock options in 2007. This stock option
award was significantly less than Mr. Kissel's prior stock option award, made in
2004, which consisted of 25,000 stock options. The Committee, in its discretion,
felt that Mr. Kissel was in a strong position to positively influence the
long-term performance of Peapack-Gladstone, but also felt that named executive
officer equity compensation awards, including Mr. Kissel's award, should be
reduced in light of currently challenging business conditions and in light of a
change to an accounting rule which requires Peapack-Gladstone to account for the
grant of such options as an expense. The Committee, in its discretion, felt that
the timing of the award, coming three years after the last grant, was
appropriate given Peapack-Gladstone's new practice of granting options each
year, as opposed to the recent practice of larger stock option grants once every
two or three years.

With respect to 2006 salaries for Mr. Robert M. Rogers, Mr. Craig C.
Spengeman, Mr. Arthur F. Birmingham and Mr. Garrett P. Bromley, the Compensation
Committee based its recommendations, and the full Board based its actions, on
the duties and responsibilities of the officer in question, the overall
performance of Peapack-Gladstone and of the performance of the particular
officer in 2005, and the performance anticipated from the officer in 2006 and
future years. Each of Mr. Rogers, Mr. Spengeman, Mr. Birmingham and Mr. Bromley
was awarded a bonus in 2006 equal to 12% of his base salary, based on his
individual performance and Peapack-Gladstone's overall performance in 2006. This
bonus level was significantly lower than the bonus level awarded to these
individuals in 2005, which in each case equaled 30% of base salary. The
Committee was pleased with the individual performance of Mr. Rogers, Mr.
Spengeman, Mr. Birmingham and Mr. Bromley in 2006, but felt that named executive
officer bonus levels should be reduced significantly to reflect
Peapack-Gladstone's results in the current challenging business conditions. To
further align their and the shareholders' long-term interests, and because of
their ability to positively influence Peapack-Gladstone's long-term performance,
the Board voted in 2006 to award Mr. Rogers, Mr. Spengeman, Mr. Birmingham and
Mr. Bromley 4,000, 4,000, 3,500 and 3,500 stock options, respectively, in 2007.
These stock option awards were significantly less than the prior stock option
awards to Mr. Rogers, Mr. Spengeman, Mr. Birmingham and Mr. Bromley, made in
2004, which consisted of 20,000, 20,000, 17,500, and 17,500 stock options,
respectively. The Committee, in its discretion, felt that Mr. Rogers, Mr.
Spengeman, Mr. Birmingham and Mr. Bromley were each in meaningful positions to
positively influence the long-term performance of Peapack-Gladstone, but also
felt that named executive officer equity compensation awards, including awards
to these individuals, should be reduced in light of currently challenging
business conditions and in light of a change to an accounting rule which
requires Peapack-Gladstone to account for the grant of such options as an
expense. The Committee, in its discretion, felt that the timing of the award,
coming three years after the last grant, was appropriate given
Peapack-Gladstone's recent practice of awarding stock options every two or three
years. From this year forward the Committee intends to make smaller stock option
grants every year, as opposed to the recent practice of larger stock option
grants once every two or three years.

Peapack-Gladstone Benefit Plans

Peapack-Gladstone provides bank-sponsored insurance, retirement and
severance benefit plans to our named executive officers. The benefit packages
are designed to assist named executive officers in providing for their own
financial security in a way that recognizes individual needs and preferences.
The basic insurance package includes health, dental, vision, disability and
basic group life insurance. These benefits are available to all
Peapack-Gladstone employees equally.

In addition to providing a term life insurance benefit to each of the
named executive officers, Peapack-Gladstone has also purchased bank owned life
insurance and entered into a split-dollar plan with the named executive officers
and certain other employees to provide current and post-employment life
insurance in an amount which ranges from a minimum benefit of $25,000 to 2.5
times the executive's annual base salary. A life insurance benefit of 2.5 times
a participant's annual base salary vests if prior to the termination of
employment there is a change in control or the participant becomes disabled. A
benefit of 2.5 times the participant's salary is paid if the participant dies
while employed by Peapack-Gladstone. The participant also is entitled to a
vested post-employment life insurance benefit based on years of service and the
participant's age as of the date of termination of employment. This vested
benefit ranges from a minimum of 1.0 times base annual salary at age 50 to a
maximum of 2.5 times annual base salary at age 65, in each case after completion
of 15 years of service. There is a minimum benefit of $25,000 if the participant
does not reach the vesting levels. Bank owned life insurance assists in
offsetting the rising costs of employee benefits by providing current income
prior to the death of an insured, and a lump-sum payment upon the death of an
insured. Peapack-Gladstone owns the cash surrender value of the policies and
records the increases in the cash surrender value as income. Upon the death of
an insured, Peapack-Gladstone will receive cash equal to the cash surrender
value of the policy and excess life insurance over the amount paid to the
insured's beneficiary.

Peapack-Gladstone provides retirement benefits to named executive
officers through a combination of plans that qualify under the Internal Revenue
Code. Peapack-Gladstone maintains a traditional defined benefit pension plan
designed to provide financial security to substantially all salaried employees
in retirement. Named executive officers who are age 21 or older and have
completed one year of service and worked at least 1,000 hours are eligible for
the defined benefit plan. Participants are eligible for monthly benefit payments
upon reaching age 65. The plan permits early retirement at age 50 with 15 years
of service. If a participant terminates employment before he is eligible for
normal or early retirement, he will be entitled to 100% of the accrued benefit,
provided he has completed five or more years of service. Employees with less
than five years of service receive no benefit. Monthly retirement benefits are
equal to the sum of the following: (a) a participant's accrued pension benefit
as of January 1, 1989; (b) 2.2% of the participant's average compensation,
multiplied by his benefit years, on or after January 1, 1989, but not to exceed
25 benefit years; and (c) 0.75% (0.6875% effective January 1, 1994) of a
participant's average excess compensation, multiplied by his benefit years on or
after January 1, 1989, but not to exceed 25 benefit years. The plan also
provides death and disability benefits to or on behalf of eligible participants.
It is the policy of Peapack-Gladstone to fund not less than the minimum-funding
amount required by the Employee Retirement Income Security Act.

Peapack-Gladstone has established a qualified defined contribution plan
under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering
substantially all salaried employees over the age of twenty-one with at least
twelve months of service and whose participation is not prohibited by the 401(k)
plan. Under the savings portion of the 401(k) plan, employees may contribute up
to 15 percent of their pay (up to a maximum of $15,000 in 2006) to their
elective account via payroll withholding. Annually, Peapack-Gladstone adds a
matching contribution equal to fifty percent of the employee contribution, up to
a maximum of $250 per year. In addition, the Board may elect to make a
discretionary contribution to the profit sharing portion of the 401(k) plan. The
profit sharing portion is based on base salary with a cap ($220,000 in 2006) and
is non-contributory. Contributions to the profit sharing portion are invested in
Peapack-Gladstone's common stock.

Change in Control Agreements

We believe it is important to protect our management team in the event
of a change in control so they can devote their time and energy to the business
of Peapack-Gladstone without being distracted by personal concerns.
Peapack-Gladstone also feels these agreements are necessary to encourage our
named executive officers to approach an advantageous acquisition transaction
without regard to immediate loss of salary and benefits. Moreover, change in
control agreements are common in the competitive market and Peapack-Gladstone
feels it would be at a competitive disadvantage, in attracting and retaining
management talent, if it failed to offer change in control agreements to its top
executives.

Peapack-Gladstone has entered into change in control agreements with
the named executive officers. Each of these agreements require Peapack-Gladstone
or its successor to pay certain termination benefits if (a) there is a change in
control and (b) a named executive officer either resigns for good reason (the
term "good reason" means a change in job description, location, compensation or
benefits) or is terminated without cause (the term "cause" means (i) willful and
continued failure by a named executive officer to perform the officer's duties,
(ii) willful misconduct by the named executive officer which causes material
injury to the Corporation or its successor or (iii) the conviction of a crime,
other than a traffic violation, drunkenness, drug abuse, or excessive
absenteeism other than for illness). In these agreements, the term "change in
control" means (i) the acquisition of the Corporation's securities representing
25% or more of the voting power of all its securities, (ii) the first purchase
of the Corporation's common stock pursuant to a tender or exchange offer, (iii)
the shareholder approval of (a) a merger or consolidation of the Corporation
into another corporation wherein the other corporation exercises control over
the Corporation, (b) a sale or disposition of all or substantially all of the
Corporation's assets or (c) a plan of liquidation or dissolution of the
Corporation, (iv) a change in board membership such that over a two year period
the directors constituting the Board at the beginning of such period do not
constitute two thirds of the Board of the Corporation or a successor corporation
at the end of such period, or (v) a sale of (a) the common stock of the
Corporation following which a person or entity other than the Corporation or its
affiliates owns a majority thereof or (b) all or substantially all of the
Corporation's assets. Pursuant to the agreements, under these circumstances
Peapack-Gladstone or its successor would be required to pay aggregate amounts
equal to three times the highest annual salary and bonuses paid during any
calendar year during the three years prior to the change in control plus
continue certain health and other benefits. In the event that the severance
payments and benefits under the agreements, together with any other parachute
payments, would constitute an excess parachute payment under Section 280G of the
Internal Revenue Code, the payments would be increased in an amount sufficient
to pay the excise taxes and other income and payroll taxes necessary to allow
the named executive officers to retain the same net amount, after such taxes, as
each was otherwise entitled to receive.

Employment Contracts

Peapack-Gladstone has entered into employment agreements with each of
the name executive officers, for a one-year term. Employment agreements with
named executive officers are customary in the marketplace, and Peapack-Gladstone
feels it would be at a competitive disadvantage if it did not enter into such
agreements.

The employment agreements provide, among other things, for (i)
participation during the employment term in all compensation and employee
benefits plans for which any salaried employees of Peapack-Gladstone are
eligible, (ii) an annual base salary, (iii) annual increases to base salary, and
(iv) discretionary bonus payments with respect to each calendar year determined
by the Board of Directors. If each executive's employment is terminated without
cause, Peapack-Gladstone shall pay the executive's base salary for a period
equal to the longer of (i) the remainder of the term, or (ii) one year from the
effective date of such termination. In the event that Peapack-Gladstone
terminates a named executive officer's employment for cause or pursuant to
retirement, permanent disability or death, Peapack-Gladstone shall pay the named
executive officer any earned but unpaid base salary as of the date of
termination of employment. In these agreements, the term "cause" means (a) a
material failure to perform duties, and such failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) commission of an act of
dishonesty in the performance of duties or conduct materially detrimental to the
business of the Corporation, (c) conviction of a felony or a misdemeanor
involving moral turpitude, (d) material failure to perform duties, which failure
is not cured within 30 days of written demand by the Corporation, (e) knowing
failure to follow lawful, written directives of the Board of Directors or (f)
commission of a material act or practice, including but not limited to sexual
harassment, forbidden by the Corporation's employment manual. The employment
agreements also include certain non-compete and non-solicitation provisions,
which extend for two years following the executive's termination of employment.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company has reviewed and discussed
with management the Compensation Discussion and Analysis and based on such
review and discussions the Compensation Committee has recommended to the Board
that the Compensation Discussion and Analysis be included in Peapack-Gladstone's
annual report on Form 10-K and the Proxy Statement.

The Compensation Committee
of the Board of Directors

F. Duffield Meyercord, Chairman
Edward A. Merton
Anthony J. Consi, II

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth compensation information for
Peapack-Gladstone's named executive officers.

--------------------------------------------------------------------------------------------------------------------
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
Name and Principal Salary Bonus (1) All Other Total
Position Year ($) ($) ($) Compensation ($) ($)
(a) (b) (c) (d) (e) (f) (g)
--------------------------------------------------------------------------------------------------------------------

Frank A. 2006 311,017 37,322 70,276 8,146 426,761
Kissel
Chairman of the Board
and CEO of
Peapack-Gladstone and
the Bank
--------------------------------------------------------------------------------------------------------------------
Arthur F. 2006 169,646 20,358 59,961 4,559 254,524
Birmingham
Executive Vice
President and CFO of
Peapack-Gladstone and
the Bank
--------------------------------------------------------------------------------------------------------------------
Craig C. 2006 226,195 27,143 51,519 10,018 314,875
Spengeman
President of PGB
Trust and Investments
and Executive Vice
President of
Peapack-Gladstone
--------------------------------------------------------------------------------------------------------------------
Robert M. 2006 197,920 23,750 48,227 9,343 279,240
Rogers
President and COO of
Peapack-Gladstone and
the Bank
--------------------------------------------------------------------------------------------------------------------
Garrett P. 2006 148,234 17,788 73,603 9,942 249,567
Bromley
Executive Vice
President
--------------------------------------------------------------------------------------------------------------------

(1) The amount in this column represents the change in pension value. There were
no nonqualified deferred compensation earnings.

Outstanding Equity Awards at Fiscal Year-End

The following table represents stock options outstanding for each named
executive officer as of December 31, 2006.

----------------------------------------------------------------------------------------------------------

Option Awards
----------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised
Options Exercisable (#) Option Exercise Price
Name (1) ($) Option Expiration Date
(a) (b) (c) (d)
----------------------------------------------------------------------------------------------------------

Frank A. Kissel 12,491 11.85 8/14/2007
29,347 18.28 2/19/2009
5,324 16.86 1/11/2011
27,499 28.89 1/9/2014
----------------------------------------------------------------------------------------------------------
Arthur F. Birmingham 7,396 11.85 8/14/2007
5,870 18.66 2/5/2009
3,993 16.86 1/11/2011
19,249 28.89 1/9/2014
----------------------------------------------------------------------------------------------------------
Craig C. Spengeman 4,744 11.85 8/14/2007
5,870 18.66 2/5/2009
1,398 13.68 9/14/2010
3,992 16.86 1/11/2011
2,661 13.62 5/10/2011
21,999 28.89 1/9/2014
----------------------------------------------------------------------------------------------------------
Robert M. Rogers 9,244 11.85 8/14/2007
5,870 18.66 2/5/2009
3,993 16.86 1/11/2011
2,661 13.62 5/10/2011
21,999 28.89 1/9/2014
----------------------------------------------------------------------------------------------------------
Garrett P. Bromley 8,237 11.85 8/14/2007
5,870 18.66 2/5/2009
3,993 16.86 1/11/2011
19,249 28.89 1/9/2014
----------------------------------------------------------------------------------------------------------

(1) The options granted under these plans are, in general, exercisable
not earlier than one year after the date of grant, at a price equal to the fair
market value of the common stock on the date of grant, and expire not more than
ten years after the date of grant. Stock options may vest during a period of up
to five years after the date of grant; however, some options granted to named
executive officers were immediately exercisable at the date of grant. In the
event of a Change in Control, all Options outstanding on the date of such Change
in Control shall become immediately and fully exercisable.

Option Exercises and Stock Vested

The following table shows the stock options exercised in 2006 and the
value realized upon exercise.

----------------------------------------------------------------------
Option Awards
----------------------------------------------------------------------
Number of Shares Value Realized
Name Acquired on Exercise (#) on Exercise ($)
(a) (b) (c)
----------------------------------------------------------------------
Frank A. Kissel 6,000 80,400
----------------------------------------------------------------------
Arthur F. Birmingham -- --
----------------------------------------------------------------------
Craig C. Spengeman 4,500 71,280
----------------------------------------------------------------------
Robert M. Rogers -- --
----------------------------------------------------------------------
Garrett P. Bromley -- --
----------------------------------------------------------------------

Pension Benefits

The following table shows the pension plan in which each named
executive officer participates, the number of years of credited service and the
present value of the accumulated benefits.

----------------------------------------------------------------------------------------------------------
Number of Years Present Value of
Name Plan Name Credited Service (#) Accumulated Benefit ($)
(a) (b) (c) (d)
----------------------------------------------------------------------------------------------------------

Frank A. Kissel Peapack-Gladstone Bank
Employees' Retirement Plan 17 537,621
----------------------------------------------------------------------------------------------------------
Arthur F. Birmingham Peapack-Gladstone Bank
Employees' Retirement Plan 10 311,241
----------------------------------------------------------------------------------------------------------
Craig C. Spengeman Peapack-Gladstone Bank
Employees' Retirement Plan 21 372,129
----------------------------------------------------------------------------------------------------------
Robert M. Rogers Peapack-Gladstone Bank
Employees' Retirement Plan 19 279,898
----------------------------------------------------------------------------------------------------------
Garrett P. Bromley Peapack-Gladstone Bank
Employees' Retirement Plan 9 367,583
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Peapack-Gladstone maintains a traditional defined benefit pension plan
designed to provide financial security to substantially all salaried employees
in retirement. Named executive officers who are age 21 or older and have
completed one year of service and worked at least 1,000 hours are eligible for
the defined benefit plan. Participants are eligible for monthly benefit payments
upon reaching age 65. The plan permits early retirement at age 50 with 15 years
of service. If a participant terminates employment before he is eligible for
normal or early retirement, he will be entitled to 100% of the accrued benefit,
provided he has completed five or more years of service. Employees with less
than five years of service receive no benefit. Monthly retirement benefits are
equal to the sum of the following: (a) a participant's accrued pension benefit
as of January 1, 1989; (b) 2.2% of the participant's average compensation,
multiplied by his benefit years, on or after January 1, 1989, but not to exceed
25 benefit years; and (c) 0.75% (0.6875% effective January 1, 1994) of a
participant's average excess compensation, multiplied by his benefit years on or
after January 1, 1989, but not to exceed 25 benefit years. The plan also
provides death and disability benefits to or on behalf of eligible participants.

Change-In-Control Arrangements

Peapack-Gladstone and the Bank entered into Amended and Restated
Change-in-Control Agreements with Frank A. Kissel, Craig C. Spengeman, Robert M.
Rogers, Arthur F. Birmingham, and Garrett P. Bromley as of December 11, 2003,
each of which provides for benefits in the event of a termination without
"cause" or for "good reason" following a merger or acquisition of
Peapack-Gladstone. The Change-in-Control Agreements also include certain
non-disclosure provisions, which survive the termination of the Executives'
employment and the expiration of the Agreements.

Each of these agreements require Peapack-Gladstone or its successor to
pay certain termination benefits if (a) there is a change in control and (b) a
named executive officer either resigns for good reason (the term "good reason"
means a change in job description, location, compensation or benefits) or is
terminated without cause (the term "cause" means (i) willful and continued
failure by a named executive officer to perform the officer's duties, (ii)
willful misconduct by the named executive officer which causes material injury
to the Corporation or its successor or (iii) the conviction of a crime, other
than a traffic violation, drunkenness, drug abuse, or excessive absenteeism
other than for illness). In these agreements, the term "change in control" means
(i) the acquisition of the Corporation's securities representing 25% or more of
the voting power of all its securities, (ii) the first purchase of the
Corporation's common stock pursuant to a tender or exchange offer, (iii) the
shareholder approval of (a) a merger or consolidation of the Corporation into
another corporation wherein the other corporation exercises control over the
Corporation, (b) a sale or disposition of all or substantially all of the
Corporation's assets or (c) a plan of liquidation or dissolution of the
Corporation, (iv) a change in board membership such that over a two year period
the directors constituting the Board at the beginning of such period do not
constitute two thirds of the Board of the Corporation or a successor corporation
at the end of such period, or (v) a sale of (a) the common stock of the
Corporation following which a person or entity other than the Corporation or its
affiliates owns a majority thereof or (b) all or substantially all of the
Corporation's assets. Pursuant to the agreements, under these circumstances
Peapack-Gladstone or its successor would be required to pay aggregate amounts
equal to three times the highest annual salary and bonuses paid during any
calendar year during the three years prior to the change in control plus
continue certain health and other benefits.

In the event that the severance payments and benefits under the
agreements, together with any other parachute payments, would constitute an
excess parachute payment under Section 280G of the Code, the payments would be
increased in an amount sufficient to pay the excise taxes and other income and
payroll taxes necessary to allow Messrs. Kissel, Spengeman, Rogers, Birmingham,
and Bromley to retain the same net amount, after such taxes, as each was
otherwise entitled to receive. Section 280G limits payments generally to three
times the last five-year average W-2 compensation. The estimate of Section 280G
gross-up payments does not reflect mitigation for compensation attributable to
non-competition agreements.

The following table shows the potential payments under each executive's
change-in-control agreement at December 31, 2006.

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Potential
Change-in-Control Excise Tax
Name Payment Gross-up Total
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Frank A. Kissel $ 1,350,255 $ 442,188 $ 1,792,443
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Arthur F. Birmingham 689,457 227,127 916,584
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Craig C. Spengeman 951,102 317,441 1,268,543
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Robert M. Rogers 804,366 266,711 1,071,077
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Garrett P. Bromley 602,889 201,318 804,207
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Note: The excise tax gross-up was calculated using marginal tax rate of
57.15% (37.15% income and employment taxes, plus the 20% excise tax).

Under Peapack-Gladstone's various stock option plans, unvested stock
options would immediately vest in the event of a change in control. Named
executive officers would have three years from the date of termination following
a change in control to exercise the vested options.

Employment Agreements

Peapack-Gladstone and the Bank entered into employment agreements (the
"Employment Agreements") with each of Frank A. Kissel, Craig C. Spengeman,
Robert M. Rogers, Arthur F. Birmingham and Garrett P. Bromley as of January 1,
2007 for a period of one year to expire on December 31, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that Peapack-Gladstone's
executive officers, directors and persons who own more than ten percent of a
registered class of Peapack-Gladstone's common stock, file reports of ownership
and changes in ownership with the SEC. Based upon copies of reports furnished by
insiders, all Section 16(a) reporting requirements applicable to insiders during
2006 were satisfied on a timely basis.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

The Bank may purchase an undetermined amount of mortgage loans from
Weichert Mortgage Company ("Weichert Mortgage") during 2007. Weichert Mortgage
is wholly owned by James M. Weichert, who beneficially owns 9.69 percent of
Peapack-Gladstone's outstanding common stock. Anthony J. Consi is not a
shareholder, officer, or director of Weichert Mortgage. Any purchases by the
Bank from Weichert Mortgage will be on terms that are substantially the same, or
at least as favorable to, the Bank as those offered by Weichert Mortgage to
other unaffiliated entities. During 2006, the Bank purchased $26.8 million from
Weichert Mortgage. There are no guarantees that any purchases will be made in
the future.

In addition to the matters discussed above and discussed under the
caption "Compensation Committee Interlocks and Insider Participation," directors
and officers and their associates were customers of and had transactions with
the Bank during the year ended December 31, 2006, and it is expected that such
persons will continue to have such transactions in the future. All deposit
accounts, loans, and commitments comprising such transactions were made in the
ordinary course of business of the Bank on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and, in the opinion of management of
Peapack-Gladstone, did not involve more than normal risks of collectibility or
present other unfavorable features.

REPORT OF THE AUDIT COMMITTEE

To the Board of Directors of Peapack-Gladstone Financial Corporation:

We have reviewed and discussed with management Peapack-Gladstone's
audited consolidated financial statements as of and for the year ended December
31, 2006.

We have discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61, Communication with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter
from the independent registered public accounting firm required by Independence
Standard No. 1, Independence Discussions with Audit Committee, as amended, by
the Independence Standards Board, and have discussed with the auditors the
auditors' independence.

Based on the reviews and discussions referred to above, we recommend to
the Board of Directors that the consolidated financial statements referred to
above be included in Peapack-Gladstone's Annual Report on Form 10-K for the year
ended December 31, 2006.

THE AUDIT COMMITTEE

ANTHONY J. CONSI, II, CHAIRMAN
JOHN R. MULCAHY
PHILIP W. SMITH, III
PAMELA HILL

February 27, 2007

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed KPMG LLP as
independent registered public accounting firm to examine Peapack-Gladstone's
consolidated financial statements for the fiscal year ending December 31, 2006
and to render other professional services as required.

Aggregate fees billed by Peapack-Gladstone's independent registered
public accounting firm, KPMG LLP, for audit services related to the most recent
two fiscal years, and for other professional services billed in the most recent
two fiscal years, were as follows:

Type of Service 2006 2005
------------------------ -------- --------
Audit Fees (1) $222,750 $190,000
Audit-Related Fees (2) 25,000 23,000
Tax Fees (3) -- 4,500
All Other Fees (4) 4,500 --
-------- --------
Total $252,250 $217,500
======== ========

(1) Comprised of the audit of Peapack-Gladstone's annual financial statements
and reviews of Peapack-Gladstone's quarterly financial statements, as well
as statutory audits of Peapack-Gladstone's subsidiaries, attest services,
and consents to SEC filings. Also includes the audit of
Peapack-Gladstone's internal control over financial reporting for 2006.
(2) Comprised of fees for audit of retirement and 401(k) plans.
(3) Comprised of services for tax compliance, tax return preparation, tax
advice, and tax planning.
(4) Comprised of fees for consents.

On November 10, 2006, the Audit Committee of the Board of Directors of
Peapack-Gladstone dismissed KPMG LLP ("KPMG") as the principal accountants for
Peapack-Gladstone upon completion of the audit of Peapack-Gladstone's
consolidated financial statements as of and for the year ended December 31,
2006, and the issuance of their reports thereon. Concurrently, the Audit
Committee appointed Crowe Chizek and Company LLC ("Crowe Chizek") as the
principal accountants for Peapack-Gladstone for the year ending December 31,
2007. The dismissal of KPMG as the principal accountants for Peapack-Gladstone
became effective on March 16, 2007.

The audit reports of KPMG on the consolidated financial statements of
Peapack-Gladstone and subsidiary as of and for the years ended December 31, 2006
and 2005 did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that KPMG's report on the consolidated financial statements
of Peapack-Gladstone and subsidiary as of and for the years ended December 31,
2006 and 2005, contained a separate paragraph stating that "as discussed in Note
14 to the consolidated financial statements, effective January 1, 2006,
Peapack-Gladstone adopted SEC Staff Accounting Bulletin No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements." The audit reports of KPMG on management's assessment
of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December 31,
2006 and 2005 did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.

During the two fiscal years ended December 31, 2006, and the subsequent
interim period through March 16, 2007, there were no (1) disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to KPMG's satisfaction would have caused KPMG to make reference in connection
with their opinion to the subject matter of the disagreements in its audit
reports on the consolidated financial statements of Peapack-Gladstone or (2)
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2006 and 2005, and from
December 31, 2006 to the date of filing of this Form 8-K/A, Peapack-Gladstone
has not consulted with Crowe Chizek regarding either (a) the application of
accounting principles to any completed or contemplated transaction, or the type
of audit opinion that might be rendered on Peapack-Gladstone's consolidated
financial statements; or (b) any of the other matters specified in Item
304(a)(1)(iv) of Regulation S-K.

Peapack-Gladstone has requested and received from KPMG a letter, dated
March 16, 2007, addressed to the Securities and Exchange Commission (the
"Commission") stating whether or not KPMG agrees with the above statements. A
copy of the KPMG letter will be attached to Peapack-Gladstone's Form 8-K/A to be
filed.

Peapack-Gladstone has provided a copy of the disclosures in this report
to Crowe Chizek and offered it the opportunity to furnish a letter to the
Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. Crowe Chizek
has advised that it does not intend to furnish such a letter to the Commission.

AUDIT COMMITTEE PRE-APPROVAL PROCEDURES

The Audit Committee has adopted a formal policy concerning the
pre-approval of audit and non-audit services to be provided by the independent
registered public accounting firm to Peapack-Gladstone. The policy requires that
all services to be performed by KPMG LLP, Peapack-Gladstone's independent
registered public accounting firm, including audit services, audit-related
services and permitted non-audit services, be pre-approved by the Audit
Committee. Specific services being provided by the independent registered public
accounting firm are regularly reviewed in accordance with the pre-approval
policy. At subsequent Audit Committee meetings, the Committee receives updates
on the services actually provided by the independent registered public
accounting firm, and management may present additional services for approval.
All services rendered by KPMG LLP are permissible under applicable laws and
regulations. Each new engagement of KPMG LLP was approved in advance by the
Audit Committee.

SHAREHOLDER PROPOSALS

New Jersey corporate law requires that the notice of shareholders'
meeting (for either a regular or special meeting) specify the purpose or
purposes of such meeting. Thus, any substantive proposals, including shareholder
proposals, must be referred to in Peapack-Gladstone's notice of shareholders'
meeting for such proposal to be properly considered at a meeting of
Peapack-Gladstone.

Proposals of shareholders which are eligible under the rules of the SEC
to be included in Peapack-Gladstone's year 2008 proxy materials must be received
by the Secretary of Peapack-Gladstone no later than November 23, 2007.

If Peapack-Gladstone changes its 2008 Annual Meeting date to a date
more than 30 days from the date of its 2007 Annual Meeting, then the deadline
referred to in the preceding paragraph will be changed to a reasonable time
before Peapack-Gladstone begins to print and mail its proxy materials. If
Peapack-Gladstone changes the date of its 2008 Annual Meeting in a manner that
alters the deadline, Peapack-Gladstone will so state under Item 5 of the first
quarterly report on Form 10-Q it files with the SEC after the date change or
notify its shareholders by another reasonable means.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business that will be presented for
consideration at the meeting other than that stated in this proxy statement.
Should any other matter properly come before the meeting or any adjournment
thereof, it is intended that proxies in the enclosed form will be voted in
respect thereof in accordance with the judgment of the person or persons voting
the proxies.

WHETHER YOU INTEND TO BE PRESENT AT THE MEETING OR NOT, YOU ARE URGED
TO RETURN YOUR SIGNED PROXY PROMPTLY.

By Order of the Board of Directors

FRANK A. KISSEL,
CHAIRMAN

Gladstone, New Jersey
March 23, 2007

PEAPACK-GLADSTONE'S ANNUAL REPORT FOR THE YEAR-ENDED DECEMBER 31, 2006 IS BEING
MAILED TO THE SHAREHOLDERS WITH THIS PROXY STATEMENT. HOWEVER, SUCH ANNUAL
REPORT IS NOT INCORPORATED INTO THIS PROXY STATEMENT AND IS NOT DEEMED TO BE A
PART OF THE PROXY SOLICITING MATERIAL.

[X]PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
PEAPACK-GLADSTONE FINANCIAL CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

The undersigned hereby appoints John D. Kissel, James R. Lamb and Philip W.
Smith, III, or any one of them, as Proxy, each with full power to appoint his
substitute and hereby authorizes them to represent and to vote, as designated
below, all of the shares of common stock of Peapack-Gladstone Financial
Corporation (the "Corporation"), standing in the undersigned's name at the
Annual Meeting of Shareholders of the Corporation to be held on April 24, 2007
at 2:00 p.m. or any adjournment thereof. The undersigned hereby revokes any and
all proxies heretofore given with respect to the meeting.

With- For
hold All
1. ELECTION OF ELEVEN (11) DIRECTORS For Authority Except
[_] [_] [_]

Anthony J. Consi, II Pamela Hill Frank A. Kissel John D. Kissel
James R. Lamb Edward A. Merton F. Duffield Meyercord John R. Mulcahy
Robert M. Rogers Philip W. Smith, III Craig C. Spengeman

INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.

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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.

This Proxy, when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION is made, this Proxy will be voted
"FOR" the election of all eleven nominees for Director.

PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. [_]

Please sign exactly as names appear above. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full corporate names by President or other
authorized officer. If a partnership or limited liability company, please sign
in the entity name by an authorized person.

------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
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| |
| |
-----------Shareholder sign above----------Co-holder (if any) sign above-------

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^Detach above card, sign, date and mail in postage paid envelope provided.^

PEAPACK-GLADSTONE FINANCIAL CORPORATION
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PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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