Edgar Filing: PEAPACK GLADSTONE FINANCIAL CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 26, 2005

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Peapack-Gladstone Financial Corporation will be held at Fiddler's Elbow Country
Club, 811 Rattlesnake Bridge Road, Bedminster Township, New Jersey, on Tuesday,
April 26, 2005, at 2:00 p.m. local time for the purpose of considering and
voting upon the following matters:

1. Election of thirteen 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 14, 2005,
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 do so, 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 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 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 25, 2005

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 25, 2005

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 Fiddler's Elbow Country
Club, 811 Rattlesnake Bridge Road, Bedminster Township, New Jersey on Tuesday,
April 26, 2005 at 2:00 p.m. local time. This proxy statement is first being
mailed to shareholders on approximately March 25, 2005.

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 14, 2005. 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, 8,268,612 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 13 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 13 and the Board is presently
comprised of 13 members. Directors are elected annually by the shareholders for
one-year terms. Peapack-Gladstone's Nominating Committee has recommended to the
Board the 13 current directors for reelection to serve for one-year terms
expiring at Peapack-Gladstone's 2006 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
With Peapack-Gladstone Age Since Employment for Past Five Years
------------------------------------------------------------------------------------------------------------------------------------

Anthony J. Consi, II 59 2000 Senior Vice President of Finance and Operations, Weichert Realtors;
Previously Chairman of Chatham Savings, FSB.

Pamela Hill 67 1991 President of Ferris Corp., a real estate management company; previously
Vice President of Ferris Corp.

T. Leonard Hill 93 1944 Chairman Emeritus of the Board of Peapack-Gladstone and the Bank;
previously Chairman of Peapack-Gladstone and the Bank; Chairman of
Ferris Corp., a real estate management company.

Frank A. Kissel 54 1989 Chairman and CEO of Peapack-Gladstone and the Bank; previously
Chairman and CEO President and CEO of Peapack-Gladstone and the Bank.

John D. Kissel 52 1987 Real Estate Broker, Turpin Real Estate, Inc.

James R. Lamb 62 1993 Principal of James R. Lamb, P.C., Attorney at Law.

Edward A. Merton 64 1981 President of Merton Excavating and Paving Co.

F. Duffield Meyercord 58 1991 Managing Director and Partner of Carl Marks Consulting Group, LLC;
Managing Director, Meyercord Advisors, Inc.; Director of Programmer's
Paradise, Inc.

John R. Mulcahy 66 1981 Retired; previously President of Mulcahy Realty and Construction.

Robert M. Rogers, 46 2002 President and COO of Peapack-Gladstone and the Bank; previously
President and COO Executive Vice President and COO of Peapack-Gladstone and the Bank;
previously Senior Vice President and COO of Peapack-Gladstone and the
Bank.

Philip W. Smith, III 49 1995 President, Phillary Management, Inc., a real estate management company.

Craig C. Spengeman, 49 2002 President, PGB Trust and Investments, a division of the Bank and
President, PGB Trust and Executive Vice President of Peapack-Gladstone; previously Executive
Investments Vice President and Senior Trust Officer of Peapack-Gladstone and the
Bank; previously Senior Vice President and Senior Trust Officer of
Peapack-Gladstone and the Bank.

Jack D. Stine 83 1976 Retired. Trustee, Proprietary House Association.

T. Leonard Hill is the father of Pamela Hill. Frank A. Kissel and John D. Kissel
are brothers.

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 2004. The Board of Directors of Peapack-Gladstone
held five meetings during 2004. During 2004, 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(m)(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, James R. Lamb,
Edward A. Merton, F. Duffield Meyercord, John R. Mulcahy, Philip W. Smith, III,
and Jack D. Stine.

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 own five percent or
less of the equity interests of that business and do 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.

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 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 2004, 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. Stine, Mulcahy and Smith. The Audit Committee met
eleven times during 2004.

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 Stine. 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." The
Nominating Committee met two times during 2004.

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

Peapack-Gladstone's Compensation Committee consists of Messrs.
Meyercord (Chair), Stine, Merton and Consi. 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. During 2004, the Compensation Committee met four
times.

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 2006, we must receive this notice on or after November 27, 2005, and on
or before December 27, 2005. 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 of 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 Financial Corporation 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, 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

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.

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
plans provide that grants are made based upon recommendations from the
Compensation Committee to the Board and a vote from the full Board. In 2004,
each outside director was awarded 11,000 stock options at an exercise price of
$28.89.

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. The stock options vest during a
period of up to five years after the date of grant. All options granted under
these plans are exercisable in cumulative installments of 20 percent for each
year after the date of grant such that 100 percent of the options will be
exercisable after five years.

Effective March 31, 2001, Peapack-Gladstone established 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.

Effective March 31, 2001, Peapack-Gladstone established 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
temporarily frozen and no further contributions may be made. Peapack-Gladstone
is awaiting further guidance from the Internal Revenue Service. 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 2.14 percent as of February 28, 2005. 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.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Certain Beneficial Owners

The following table sets forth as of February 28, 2005 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 9.70%

Stock Ownership of Directors and Executive Officers

The following table sets forth as of February 28, 2005 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 44,010 (3) *
Garrett P. Bromley 45,105 (4) *
Anthony J. Consi, II 63,927 (5) *
Pamela Hill 79,237 (6) *
T. Leonard Hill 155,215 (7) 1.88%
Frank A. Kissel 145,858 (8) 1.75%
John D. Kissel 57,759 (9) *
James R. Lamb 34,280 (10) *
Edward A. Merton 38,230 (11) *
F. Duffield Meyercord 33,560 (12) *
John R. Mulcahy 31,879 (13) *
Robert M. Rogers 58,185 (14) *
Philip W. Smith, III 39,457 (15) *
Craig C. Spengeman 60,625 (16) *
Jack D. Stine 38,038 (17) *
All directors and executive officers
as a group (15 persons) 926,570 10.72%

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, 2005, and 379,658 shares purchasable pursuant to options exercisable
within 60 days of February 28, 2005.

(3) This total includes 2,892 shares allocated to Mr. Birmingham under
Peapack-Gladstone's Profit Sharing Plan and 36,194 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2005.

(4) This total includes 2,469 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, 2005.

(5) This total includes 9,926 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2005.

(6) This total includes 13,006 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2005.

(7) This total includes 114,595 shares owned by the Hill Family Trusts and
6,458 shares purchasable pursuant to options exercisable within 60 days of
February 28, 2005.

(8) This total includes 3,348 shares owned by Mr. Frank A. Kissel's wife,
2,827 shares owned by Mr. Kissel's child, 8,165 shares allocated to Mr.
Kissel under Peapack-Gladstone's Profit Sharing Plan and 80,661 shares
purchasable pursuant to options exercisable within 60 days of February 28,
2005.

(9) This total includes 1,609 shares owned by Mr. John D. Kissel's wife, 5,547
shares owned by Mr. Kissel's children and 13,006 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2005.

(10) This total includes 3,232 shares owned by Mr. Lamb's wife and 15,050
shares purchasable pursuant to options exercisable within 60 days of
February 28, 2005.

(11) This total includes 13,006 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2005.

(12) This total includes 29,185 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2005.

(13) This total includes 1,400 shares owned by Mr. Mulcahy's wife and 8,928
shares purchasable pursuant to options exercisable within 60 days of
February 28, 2005.

(14) This total includes 4,822 shares allocated to Mr. Rogers under
Peapack-Gladstone's Profit Sharing Plan and 49,763 shares purchasable
pursuant to options exercisable within 60 days of February 28, 2005.

(15) This total includes 6,562 shares owned by Mr. Smith's wife, 1,274 shares
owned by Mr. Smith's children and 8,956 shares purchasable pursuant to
options exercisable within 60 days of February 28, 2005.

(16) This total includes 826 shares owned by Mr. Spengeman's wife, 5,464 shares
allocated to Mr. Spengeman under Peapack-Gladstone's Profit Sharing Plan
and 45,164 shares purchasable pursuant to options exercisable within 60
days of February 28, 2005.

(17) This total includes 13,006 shares purchasable pursuant to options
exercisable within 60 days of February 28, 2005.

EXECUTIVE COMPENSATION

General

Executive compensation is described below in the tabular format
mandated by the SEC. All share amounts have been restated to give effect to
stock dividends and splits.

Summary Compensation Table

The following table summarizes all compensation earned in the past
three years for services performed in all capacities for Peapack-Gladstone and
its subsidiaries with respect to the named executive officers.

SUMMARY COMPENSATION TABLE

Long Term Compensation
Annual Compensation Awards
----------------------------- --------------------------------
Securities Under- All Other
Name and Lying Options/ Compensation
Principal Position Year Salary ($) Bonus ($) SARs(#) ($) (1)
--------------------------------- ---------- ------------ -------------- -------------------------------- ---------------

Frank A. Kissel,
Chairman of the Board and 2004 291,748 158,337 27,499 12,316
CEO of Peapack-Gladstone and 2003 283,250 127,463 -- 10,791
the Bank 2002 275,778 137,500 -- 12,313

Craig C. Spengeman,
President of PGB Trust and
Investments and Executive 2004 212,180 104,854 21,999 12,316
Vice President of 2003 206,000 82,400 -- 10,791
Peapack-Gladstone 2002 200,904 80,000 -- 12,201

Robert M. Rogers,
President and COO of 2004 185,658 82,464 21,999 11,178
Peapack-Gladstone and the 2003 180,250 72,100 -- 9,750
Bank 2002 175,856 70,000 -- 10,689

Arthur F. Birmingham,
Executive Vice President and 2004 159,135 70,684 19,249 9,617
CFO of Peapack-Gladstone and 2003 155,200 61,800 -- 8,430
the Bank 2002 149,675 60,000 -- 9,204

Garrett P. Bromley, 2004 139,200 61,763 19,249 8,435
Executive Vice President of 2003 134,423 54,000 -- 7,335
the Bank 2002 123,899 26,400 -- 7,464

NOTES:

(1) For 2004, consists of contributions made to Peapack-Gladstone's Savings
and Profit Sharing Plan.

Stock Option Grants in 2004

Stock Option Grants/SARs in Last Fiscal Year

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term (1)
--------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) (2) Fiscal Year ($/Sh) (2) Date 5% ($) 10% ($)
--------------------------- -------------------- ----------------- --------------- ------------- ----------- -----------

Frank A. Kissel 27,499 12.22 28.89 1/9/2014 397,223 794,446

Craig C. Spengeman 21,999 9.78 28.89 1/9/2014 317,776 635,551

Robert M. Rogers 21,999 9.78 28.89 1/9/2014 317,776 635,551

Arthur F. Birmingham 19,249 8.56 28.89 1/9/2014 278,052 556,104

Garrett P. Bromley 19,249 8.56 28.89 1/9/2014 278,052 556,104

NOTES:

(1) The dollar amounts under these columns are the results of calculations at
the 5 percent and the 10 percent rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of Peapack-Gladstone's common stock price. Based
upon 8,246,042 common shares outstanding as of December 31, 2004, all
shareholders as a group would receive future appreciation of $130,081,313
with 5 percent growth, and $260,162,625 with 10 percent growth, over a
10-year period.

(2) The number of shares subject to the options, and the exercise price per
share, have been adjusted to reflect a subsequent stock dividend.

(3) These stock options became exercisable immediately on the date of grant,
January 9, 2004.

Aggregated Option Exercises in 2004 and Year-End Option Value

The following table shows options exercised during 2004, and the value
of unexercised options held at year-end 2004, by the named executive officers.
Peapack-Gladstone did not use SARs as compensation in 2004.

AGGREGATED OPTION/SAR EXERCISES IN THE
LAST FISCAL YEAR AND FY-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-End (#) Year-End ($) (1)
------------------------- ------------------------
Shares Acquired On
Name Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------------- ------------------ ----------------- ------------------------- -------------------------

Frank A. Kissel 7,400 152,810 80,661/0 905,064/0

Craig C. Spengeman 2,565 64,074 45,164/0 447,625/0

Robert M. Rogers -- -- 49,763/0 578,493/0

Arthur F. Birmingham -- -- 36,508/0 331,225/0

Garrett P. Bromley 4,237 90,230 37,349/0 347,793/0

(1) Calculated on the basis of the closing price of Peapack-Gladstone common
stock at December 31, 2004 of $31.55 per share, less the per share exercise
price.

Savings and Profit Sharing Plans

Peapack-Gladstone has established a qualified defined contribution plan
under Section 401(k) (the "401(k) Plan") of the Internal Revenue Code of 1986,
as amended (the "Code"), covering substantially all salaried employees over the
age of twenty-one with at least twelve months' 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 fifteen percent of their pay to their
elective account via payroll withholding. Annually, Peapack-Gladstone adds a
matching contribution equal to fifty percent up to a maximum of $250 of the
employee contribution. In addition, the Board may elect to make a discretionary
contribution to the profit sharing part of the 401(k) Plan. The profit sharing
portion is non-contributory and funds are invested in Peapack-Gladstone's common
stock.

Pension Plan

Peapack-Gladstone sponsors a non-contributory defined benefit pension
plan that covers substantially all of Peapack-Gladstone's salaried employees.
The benefits are based on an employee's compensation, age at retirement and
years of service. It is the policy of Peapack-Gladstone to fund not less than
the minimum funding amount required by the Employee Retirement Income Security
Act.

The following table sets forth the estimated annual benefits that an
eligible employee would receive under Peapack-Gladstone's qualified defined
benefit pension plan, assuming retirement at age 65 in 2004 and a straight life
annuity benefit, for the remuneration levels (subject to an annual compensation
limit of $210,000) and years of service shown.

Years of Credited Service
--------------------------------------------------------------------------------------------------------
Renumeration 10 15 20 25 30 35
---------------------- ------------- -------------- -------------- ------------- -------------- -----------

$50,000 $ 11,127 $ 16,691 $ 22,149 $ 27,581 $ 30,415 $ 32,548
100,000 25,313 37,969 51,006 64,138 69,485 76,144
150,000 39,498 59,246 79,862 100,694 108,555 119,740
210,000 and higher 53,683 80,524 108,718 137,250 147,626 163,336

Messrs. Kissel, Spengeman, Rogers, Birmingham and Bromley have
approximately 16, 20, 18, 9 and 8 years of credited service, respectively, under
the pension plan as of January 1, 2005, and at age 65, would have 27, 36, 37, 21
and 13 years of credited service, respectively.

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 and Arthur F. Birmingham as of January 1, 2002 for a period of
three years to expire on December 31, 2004. Peapack-Gladstone and the Bank have
since entered into extensions of these agreements, in their original form, until
June 30, 2005. Peapack-Gladstone and the Bank also entered into an employment
agreement (the "Employment Agreement") with Garrett P. Bromley as of January 1,
2003 for a period of three years to expire on December 31, 2005.

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) bonus payments with respect to each calendar year based on budgeted goals.
If the Executive's employment is terminated without cause, Peapack-Gladstone
shall pay the executive's base salary for a period equal to the longer of (A)
the remainder of the term, or (B) one year from the effective date of such
termination. The Employment Agreements also include certain non-compete and
non-solicitation provisions, which extend for two years following the
executive's termination of employment.

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 termination benefits in the event of a change in
control of Peapack-Gladstone (as defined in the agreements). Pursuant to the
agreements, under certain circumstances, Peapack-Gladstone and the Bank 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 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.

Life Insurance

In addition to providing a term life insurance benefit to each of the
named executive officers, Peapack-Gladstone also purchased bank owned life
insurance ("BOLI") and entered into a Split-Dollar Plan, dated September 7,
2001, with the 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. Except if the benefit vests
because of a change in control, the participant's vested benefit may be
forfeited if the participant solicits Peapack-Gladstone's employees or divulges
certain confidential information.

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
2004 were satisfied on a timely basis, except that Mr. Rogers filed one late
form reporting a single transaction.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors established a Compensation Committee, which has
been charged with overseeing executive compensation practices at
Peapack-Gladstone. Members of the Compensation Committee are Messrs. Meyercord
(Chair), Stine, Merton and Consi. Decisions on compensation of executive
officers have been made by the full Board of Directors based upon the
recommendations of the Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank intends to purchase an undetermined amount of mortgage loans
from Weichert Mortgage Company ("Weichert Mortgage") during 2005. Weichert
Mortgage is wholly-owned by James M. Weichert, who beneficially owns 9.70
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 2004, the Bank purchased $74.5 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, 2004, 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.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following report was prepared by the Compensation Committee of
Peapack-Gladstone regarding executive compensation policy and its relation to
Peapack-Gladstone's performance.

Compensation Review 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 officers named in the compensation tables shown above and other
executive officers of Peapack-Gladstone.

In establishing compensation for executive officers, the Compensation
Committee considers many factors including, but not limited to, Corporation
performance, individual performance and peer group compensation practices. In
considering Corporation performance, the Compensation Committee reviews the
actual performance of Peapack-Gladstone in light of its annual budget, which
includes expense items, deposit levels, loan growth, fee income and trust
department management. Annual performance reviews of each officer together with
salary studies prepared by the New Jersey Community Bankers Association are some
of the sources of compensation information, which are utilized in determining
executive compensation. Base salaries approximate the average base salaries paid
by similar financial institutions for similar positions.

During 2004, 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 2004 of $283,733 was set by the
Board based on his performance in executing his responsibilities in those
positions in 2003 and the performance anticipated from him in 2004 and future
years. The Board also considered the objectives set by the Compensation
Committee for 2004, the overall performance of Peapack-Gladstone and Mr.
Kissel's ability to develop and motivate employees to meet Peapack-Gladstone's
short and long-term objectives. Mr. Kissel's 2004 bonus of $158,337 was based on
the completion of specified corporate projects for 2004 within a specified time
and budget, the achievement of specified minimum financial ratios and the
achievement of specified goals with respect to the Bank's financial performance
and growth. Mr. Kissel was awarded 27,499 stock options at an exercise price of
$28.89 in 2004.

With respect to 2004 compensation for executive officers, the
Compensation Committee based its recommendations, and the full Board based its
actions, on the duties and responsibilities of the officer in question, the
performance of Peapack-Gladstone and of the particular officer in 2003, and the
performance anticipated from the officer in 2004 and future years. Bonuses for
each executive officer were set based on goals set for the executive officer and
for Peapack-Gladstone as a whole. The Chief Executive Officer set goals for each
executive officer. During 2004, other named executive officers received
qualified incentive stock options.

Based upon current levels of compensation, Peapack-Gladstone is not
affected by the provisions of Section 162(m) of the Internal Revenue Code, which
limits the deductibility of compensation above $1 million for each of the five
highest paid officers of Peapack-Gladstone. Certain forms of compensation are
exempt from this deductibility limit, primarily performance based compensation,
which has been approved by shareholders. Compensation under the 1998 Stock
Incentive Plan and the 2002 Stock Incentive Plan (but not restricted stock
awards) is expected to be exempt.

Detailed information relating to the named executive officers is shown
in the compensation tables above.

F. DUFFIELD MEYERCORD, CHAIRMAN
ANTHONY J. CONSI, II
EDWARD A. MERTON
JACK D. STINE

The following graph compares the cumulative total return on a
hypothetical $100 investment made on January 1, 2000 in: (a) Peapack-Gladstone's
common stock; (b) the Russell 3000 Stock Index, and (c) the Keefe, Bruyette &
Woods KBW 50 Index (top 50 U.S. banks). The graph is calculated assuming that
all dividends are reinvested during the relevant periods. The graph shows how a
$100 investment would increase or decrease in value over time, based on
dividends (stock or cash) and increases or decreases in the market price of the
stock.

Total Return Performance

[LINE GRAPH OMITTED]

Period Ending
-------------------------------------------------------------------------
Index 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
-------------------------------------------------------------------------------------------------------------------------

Peapack-Gladstone Financial Corp. 100.00 104.63 97.50 183.39 184.86 209.70
Russell 3000 100.00 92.54 81.94 64.29 84.25 94.32
KBW 50 100.00 120.06 115.11 107.00 143.36 157.83

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 financial statements as of and for the year ended December 31, 2004.

We have discussed with the independent auditors 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 financial statements referred to above be
included in Peapack-Gladstone's Annual Report on Form 10-K for the year ended
December 31, 2004.

THE AUDIT COMMITTEE

ANTHONY J. CONSI, II, CHAIRMAN
JOHN R. MULCAHY
PHILIP W. SMITH, III
JACK D. STINE

March 2, 2005

RECOMMENDATION AND VOTE REQUIRED ON PROPOSAL 1

Directors will be elected by a plurality of the votes cast at the
Annual Meeting, whether in person or by proxy. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE `FOR' THE NOMINATED SLATE OF DIRECTORS INCLUDED IN
PROPOSAL 1.

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, 2004
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 2004 2003
--------------- ---- ----

Audit Fees (1) $245,000 $130,500
Audit-Related Fees (2) 22,000 18,000
Tax Fees (3) 36,900 38,000
All Other Fees - -
---------- ----------
Total $303,900 $186,500
========== ==========

(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 2004.

(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.

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 2006 proxy materials must be received
by the Secretary of Peapack-Gladstone no later than November 25, 2005.

If Peapack-Gladstone changes its 2006 Annual Meeting date to a date
more than 30 days from the date of its 2005 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 2006 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 25, 2005

PEAPACK-GLADSTONE'S ANNUAL REPORT FOR THE YEAR-ENDED DECEMBER 31, 2004 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 Jack D.
Stine, 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 26, 2005
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 THIRTEEN (13) DIRECTORS For Authority Except
[_] [_] [_]

Anthony J. Consi, II Pamela Hill T. Leonard 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
Jack D. Stine

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.

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

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 thirteen 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.
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Please be sure to sign and date | Date |
this Proxy in the box below. | |
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| |
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-----------Stockholder 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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