SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1998 Commission File No. 000-23537

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

New Jersey 22-2491488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

158 Route 206
Peapack-Gladstone, New Jersey 07934
(Address of principal executive offices) (Zip Code)

Registrant's telephone number (908) 234-0700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, No par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K .
--

As of February 28, 1999, 2,439,966 shares of Common Stock were outstanding and
the aggregate market value of the shares held by unaffiliated stockholders was
approximately $118,621,514.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation's 1998 Annual Report (the "1998 Annual Report") and
Definitive Proxy Statement for the Corporation's 1999 Annual Meeting of
Shareholders (the "1999 Proxy Statement") are incorporated by reference into
Parts II and III.

FORM 10-K
PEAPACK-GLADSTONE FINANCIAL CORPORATION
For the Year Ended December 31, 1998

Table of Contents

PART I

Item 1 Description of Business................................................................................3

Item 2 Description of Property................................................................................6

Item 3 Legal Proceedings......................................................................................6

Item 4 Submission of Matters to a Vote of Security Holders....................................................6

PART II

Item 5 Market for the Registrant's Common Stock and Related Shareholders Matters..............................7

Item 6 Selected Financial Data................................................................................7

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations..................7

Item 7A Quantitative and Qualitative Disclosure About Market Risk.............................................8

Item 8 Financial Statements and Supplementary Data............................................................8

Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................8

PART III

Item 10 Directors and Executive Officers of the Registrant.....................................................8

Item 11 Executive Compensation.................................................................................9

Item 12 Security Ownership of Certain Beneficial Owners and Management.........................................9

Item 13 Certain Relationships and Related Transactions.........................................................9

PART IV

Item 14 Financial Statements and Exhibits......................................................................9

This document contains certain forward looking statements with respect to the
financial condition, results of operations and business of the Corporation. Such
statements are not historical facts and include expressions about the
Corporation's confidence, strategies and expectations about earnings, new and
existing programs and products, relationships, opportunities, technology and
market conditions. These statements may be identified by forward-looking
terminology such as "expect", "believe", or "anticipate", or expressions of
confidence like "strong" or "on-going", or similar statements or variations of
such terms. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities:

o Competitive pressure in the banking and financial services industry
increases significantly.

o Changes in the interest rate environment may reduce interest rate margins.

o General economic conditions, either nationally or in the state of New
Jersey are less favorable than expected.

o Disruptions of the operations of the Corporation, the Bank, or any other
governmental or private entity may occur as a result of the "Year 2000
Problem."

The Corporation assumes no responsibility to update such forward looking
statements in the future.

PART I

Item 1. DESCRIPTION OF BUSINESS

The Corporation

The Peapack-Gladstone Financial Corporation (the "Corporation"), organized under
the laws of New Jersey in August, 1997, by the Board of Directors of
Peapack-Gladstone Bank (the "Bank") to become a holding company for the Bank.
The Corporation is a registered bank holding company. The Bank, including its
subsidiary, Peapack-Gladstone Investment Company, Inc., is now the wholly-owned
subsidiary of the Corporation, and holding the stock of the Bank represents the
only significant activity of the Corporation at this time. The Bank offers
financial services through ten full-service banking offices located in
Gladstone, Far Hills, Pluckemin, Pottersville, Bernardsville, Califon, Long
Valley, Mendham, Chester and Peapack and one mini-branch located in Fellowship
Village, a retirement community. The Bank maintains seven (7) branches and one
(1) auxiliary office in Somerset County, one (1) in Hunterdon County and three
(3) in Morris County. Peapack-Gladstone Investment Company, Inc. was established
in 1996 and incorporated under the laws of the State of New Jersey and is an
investment company whose portfolio consists primarily of U.S. Treasury
securities, U.S. Government Agency securities and investment-grade corporate
debt securities.

The Bank is primarily dedicated to providing quality, personalized financial,
trust and investment services to individuals and small businesses.

Commercial loan customers of the Bank are business people, including merchants,
landscapers, architects, doctors and dentists, attorneys, building contractors
and restaurateurs as well as various service firms and other local retailers.
Most forms of commercial lending are offered, including working capital lines of
credit, term loans for fixed asset acquisitions, commercial mortgages and other
forms of asset-based financing.

In addition to commercial lending activities, the Bank offers a wide range of
consumer banking services, including: Checking and Savings accounts, Money
Market and Interest-bearing Checking accounts, Certificates of Deposit,
Individual Retirement Accounts held in Certificates of Deposit or self-directed
investment accounts as well as accounts for employers' pension funds. The Bank
also offers residential, commercial and construction mortgages, Home Equity
lines of credit and other second mortgage loans. For children, the Bank offers a
special Pony Club Savings Account. New Jersey Consumer Checking Accounts are
offered to low income customers. In addition, the Bank provides foreign and
domestic Travelers' Checks, Personal Money Orders, Cashier's Checks and Wire
Transfers. Automated Teller Machines are available at nine (9) locations. The
machines serve the Bank customers as well as other area consumers who are
members of the MAC(TM), HONOR(TM) and PLUS(TM) networks. Via the Automatic
Teller Machine access card issued by the Bank, customers may pay for commodities
at Point-of-Sale merchant locations.

The Trust and Investment Department is an important function of the Bank. Since
its inception in 1972, trust assets have increased to more than $549 million.
This Department is committed to sound, conservative management of assets for its
clients and strives to maintain high-quality, specialized services for this
important market segment.

Deposits of the Bank are insured for up to $100,000 per depositor by the Bank
Insurance Fund administered by the FDIC. The Bank is a member of the Federal
Reserve System.

As of December 31, 1998, the Corporation employs 117 full-time and 32 part-time
employees.

Principal Market Areas

The Bank's principal market for its deposit gathering activities include
northern Somerset, northwestern Morris and northeastern Hunterdon Counties. The
area is composed of large estates, upper-income single family homes, moderate
income properties, some low-income housing and a few prosperous farms. There are
numerous small retail businesses in each of the towns as well as offices for
various professionals, i.e. attorneys, architects, interior decorators,
photographers, etc. A portion of the market area is bisected by Interstate
Highways 287 and 78 where numerous corporate offices have relocated over the
past 25 years. The Bank does not have the resource capacity to satisfy the
financial needs of AT&T, Merck & Co., Chubb Insurance Company, or other large
corporations based in the area. However, the Bank has targeted the management
and staff of these companies as potential customers. The corporate decision to
move offices further out of the cities into western New Jersey caused the
relatively rural nature of the Bank's primary trade area to change dramatically.

The Bank has expanded its service areas from one office in 1968 to the present
ten (10) full-service banking locations and one (1) mini-branch location by
steadily opening new branches. All of the communities that the Bank serves are
demographically similar and contiguous to the main office, affording various
management economies.

Prior to 1996, the Corporation's operations facilities limited its ability to
continue to grow and provide superior customer service. In response to this
concern, the Corporation entered into an agreement to lease a 26,882 square foot
building on Route 206 in Peapack-Gladstone, New Jersey. In April of 1996, the
Corporation moved its administrative, loan and operations functions to this new
location.

Competition

Competition in the banking and financial services industry in the Bank's market
area is largely from branches of interstate banks including: First Union Bank;
Fleet Bank NY; PNC Bank, N.A.; and New Jersey regional banks including: United
National Bank, Summit Bank, Hudson United Bank and Valley National Bank; and
Thrift institutions such as Roselle Savings and Loan Association and Hudson City
Savings Bank. The Bank of Somerset Hills, a community bank, opened for business
in January, 1999 in Bernardsville, which is located in the Bank's market area.
Some of the major corporations in the trade area maintain credit unions that
offer competitive financial products.

The Bank attracts new business through direct mail campaigns, newspaper
advertising and personal contact with potential customers. Management encourages
community involvement, supports local charitable events, and reinvests in the
many various communities it serves. Management believes the Bank is
well-positioned to meet the deposit and credit requirements of local businesses
and customers within the trade area by responding to their various needs with
products tailored to their needs.

Governmental Policies and Legislation

The commercial banking business is affected not only by general economic
conditions, but also by the monetary and fiscal policies of the federal
government and the policies of the regulatory agencies, particularly the Federal
Reserve Board. The Federal Reserve Board implements national monetary policies
(with objectives such as curbing inflation and combating recession) by its
open-market operations in United States government securities, by adjusting the
required level of reserves for financial institutions and by varying the
discount rates applicable to borrowings by

financial institutions. The actions of the Federal Reserve Board in these areas
influence the growth of bank loans, investments and deposits, and also affect
prime or reference lending rates and interest rates paid on deposits. The nature
and impact of any future changes in monetary policies implemented by the Federal
Reserve Board cannot be predicted.

From time to time, legislation is enacted which has the effect of increasing the
cost of doing business, limiting or expanding permissible activities or
affecting the competitive balance between banks and other financial
institutions. Proposals to change the laws and regulations governing the
operations and taxation of banks, bank holding companies and other financial
institutions are frequently made in Congress, in state legislatures and before
various bank regulatory agencies. The likelihood of any major changes and the
impact such changes might have on the Bank are impossible to predict. Certain
potentially significant changes which have been enacted are discussed below.

Capital Requirements

The Federal Reserve Board has adopted risk-based capital guidelines for banks
and bank holding companies. The minimum guidelines for the ratio of total
capital to risk-weighted assets is 8%. At least half of the total capital is to
be comprised of common stock, retained earnings, minority interests in the
equity accounts of consolidated subsidiaries, noncumulative perpetual preferred
stock and a limited amount of qualifying cumulative perpetual preferred stock,
less goodwill and certain other intangibles ("Tier 1 Capital"). The remainder
may consist of other preferred stock, certain other instruments and a portion of
the loan loss allowance. At December 31, 1998, the Corporation's Tier 1 Capital
and Total Capital ratios were 20.25% and 21.50%, respectively.

In addition, the Federal Reserve Board has established minimum leverage ratio
guidelines for banks and bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average total assets of 3% for banks that
meet certain specified criteria, including having the highest regulatory rating.
All other banks and bank holding companies generally are required to maintain a
leverage ratio of at least 3% plus an additional cushion of 100 to 200 basis
points. The Corporation's leverage ratio at December 31, 1998 was 9.60%.

Restrictions on the Payment of Dividends

The holders of the Corporation's common stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of the Corporation out of
funds legally available. The only statutory limitation is that such dividends
may not be paid when the Corporation is insolvent. Since the principal source of
income for the Corporation will be dividends on Bank common stock paid the
Corporation by the Bank, the Corporation's ability to pay dividends to its
shareholders will depend on whether the Bank pays dividends to it. As a
practical matter, restrictions on the ability of the Bank to pay dividends act
as restrictions on the amount of funds available for the payment of dividends by
the Corporation. As a New Jersey chartered commercial bank, the Bank is subject
to the restrictions on the payment of dividends contained in the New Jersey
Banking Act of 1948, as amended (the "Banking Act"). Under the Banking Act, the
Bank may pay dividends only out of retained earnings, and out of surplus to the
extent that surplus exceeds 50% of stated capital. Under the Financial
Institutions Supervisory Act, the FDIC has the authority to prohibit a
state-chartered bank from engaging in conduct which, in the FDIC's opinion,
constitutes an unsafe or unsound banking practice. Under certain circumstances,
the FDIC could claim that the payment of a dividend or other distribution by the
Bank to the Corporation constitutes an unsafe or unsound practice. The
Corporation is also subject to FRB policies which may, in certain circumstances,
limit its ability to pay dividends. The FRB policies require, among other
things, that a bank holding company maintain a minimum capital base. The FRB
would most likely seek to prohibit any dividend payment which would reduce a
holding company's capital below these minimum amounts.

FDICIA

On December 19, 1991, the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") was enacted. FDICIA substantially revises the depository
institution regulatory and funding provisions of the FDIC and makes revisions to
several other federal banking statutes. Among other things, FDICIA requires the
federal banking regulators to take prompt corrective action in respect of
depository institutions that do not meet minimum capital

requirements. FDICIA establishes five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized." Under recently adopted regulations, a bank is
defined to be well capitalized if it maintains a leverage ratio of at least 5%,
a risk-adjusted Tier 1 capital ratio of at least 6% and a risk-adjusted total
capital ratio of at least 10% and is not otherwise in a "troubled condition" as
specified by its appropriate federal regulatory agency. A bank is defined to be
adequately capitalized if it is not deemed to be well capitalized and it meets
all of its minimum capital requirements. In addition, a depository institution
will be considered undercapitalized if it fails to meet any minimum required
measure, significantly undercapitalized if it is significantly below such
measure and critically undercapitalized if it fails to maintain a level of
tangible equity equal to not less than 2% of total assets. A depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position if it receives an unsatisfactory
examination rating.

FDICIA further provides that a bank cannot accept brokered deposits unless (i)
it is well capitalized or (ii) it is adequately capitalized and receives a
waiver from the FDIC. A bank that cannot receive brokered deposits also cannot
offer "pass-through" insurance on certain employee benefit accounts. In
addition, a bank that is not well capitalized cannot offer rates of interest on
deposits which are more than 75 basis points above prevailing rates.

Insurance Funds Legislation

The Corporation's wholly-owned subsidiary, the Peapack-Gladstone Bank, is a
member of the Bank Insurance Fund ("BIF") of the FDIC. The FDIC also maintains
another insurance fund, the Savings Association Insurance Fund ("SAIF"), which
primarily covers savings and loan association deposits but also covers deposits
that are acquired by a BIF-insured institution from a savings and loan
association.

The Economic Growth and Regulatory Reduction Act of 1996 (the "1996 Act") signed
into law on September 30, 1996 included The Deposit Insurance Funds Act of 1996
(the "Funds Act") under which the FDIC was required to impose a special
assessment on SAIF-assessable deposits to recapitalize the SAIF. Under the Funds
Act, the FDIC will also charge assessments for SAIF and BIF deposits in a 5 to 1
ratio to pay Financing Corp. ("FICO") bonds until January 1, 2000, at which time
the assessment will be equal. Beginning January 1, 1998, a FICO rate of
approximately 1.25 basis points is charged on BIF deposits, and approximately
6.28 basis points is charged on SAIF deposits. The 1996 Act instituted a number
of other regulatory relief provisions.

Item 2. DESCRIPTION OF PROPERTY

The Corporation owns six branches located in Gladstone, Far Hills, Pottersville,
Bernardsville, Long Valley and Mendham and leases four branches located in
Pluckemin, Califon, Chester and Fellowship Village and leases the land on which
the Far Hills office is built. The Corporation also owns two properties adjacent
to the Main Office in Gladstone, and leases an administrative and operations
office building in Peapack-Gladstone.

Item 3. LEGAL PROCEEDINGS

There is no currently pending litigation against the Corporation which assert
claims, that if adversely decided, would have a material adverse effect on the
Corporation.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock of Peapack-Gladstone Financial Corporation is traded on NASDAQ
as a "bulletin board item" under the symbol of PGFC. Trades on NASDAQ are
infrequent. The following table sets forth, for the periods indicated, the
reported high and low sale prices on known trades and cash dividends declared
per share by the Corporation.

Cash Dividend
High Low Per Share
---- --- ---------
1998
----
First Quarter $54.00 $46.25 $0.11
Second Quarter 60.00 54.00 0.11
Third Quarter 65.00 58.00 0.12
Fourth Quarter 56.75 54.75 0.12

1997
----
First Quarter $28.25 $28.25 $0.10
Second Quarter 28.75 28.75 0.10
Third Quarter 37.50 35.00 0.10
Fourth Quarter 40.50 37.50 0.11

The Corporation's Board approved a 2:1 stock split effective December 29, 1997.
In addition, the Board declared 5% stock dividends in November, 1998 and 1996.
All references to the average number of shares outstanding and related prices
per share amounts have been restated to reflect these actions. As a result, the
average number of shares outstanding was 2.441,358 for 1998 and 2,444,118 for
1997.

Future dividends payable by the Corporation will be determined by the Board of
Directors after consideration of earnings and financial condition of the
Corporation, need for capital and such other matters as the Board of Directors
deems appropriate. The payment of dividends is subject to certain restrictions,
see Part I, Item I, "Description of Business - Restrictions on the Payment of
Dividends."

On December 31, 1998, the last reported sale price of the Common Stock was
$55.00. Also, on February 28, 1999, there were approximately 699 shareholders of
record. Trading activity in the Corporation stock has generally been limited,
and frequently there are no reported daily trades. Ryan, Beck & Co., Inc. of
West Orange, New Jersey is the principal market maker for the common stock.

Item 6. SELECTED CONSOLIDATED FINANCIAL DATA

The information set forth in the 1998 Annual Report under the heading
"Management's Discussion and Analysis" is incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information set forth in the 1998 Annual Report under the heading
"Management's Discussion and Analysis" is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information set forth in the 1998 Annual Report under the heading "Market
Risk Sensitive Instruments" is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements set forth in the 1998 Annual Report,
together with the report thereon by KPMG LLP and the Notes to the Consolidated
Financial Statements are incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and
financial disclosure.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth in the 1999 Proxy Statement with respect to the name
of each nominee or director, his age, his positions and offices with the
Registrant, his service on the Registrant's Board, his business experience and
his family relationships with other directors, nominees for director and
executive officers is incorporated herein by reference.

The following is a list of the Corporation's executive officers and their
positions at December 31, 1998. The age of each executive officer at December
31, 1998 is disclosed in parentheses.

T. Leonard Hill (87)

Chairman of the Board of the Corporation since 1997; Chairman of the Board of
the Bank since 1989; Director of the Bank since 1944.

Frank A. Kissel (48)

President and Chief Executive Officer since 1997; President and Chief Executive
Officer of the Bank since 1989; Senior Vice President of Somerset Trust Company
1973-1988; Engaged in the banking industry since 1973.

Robert M. Rogers (40)

Senior Vice President and Assistant Secretary since 1997; Senior Vice President
and Chief Operating Officer of the Bank since 1996; Senior Vice President and
Comptroller of the Bank from 1992; Engaged in the banking industry since 1981.

Arthur F. Birmingham (47)

Senior Vice President and Treasurer since 1997; Senior Vice President and
Comptroller of the Bank since 1996; Senior Vice President and Chief Financial
Officer of Shrewsbury State Bank 1989-1996; Engaged in the banking industry
since 1979.

Craig C. Spengeman (43)

Senior Vice President Since 1997; Senior Vice President and Senior Trust Officer
of the Bank since 1993; Trust Officer from 1985; Engaged in the banking industry
since 1977.

Item 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation contained in the 1999 Proxy
Statement is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No person is known by the Corporation to be the beneficial owner of more than
five percent of any class of the Corporation's Common Stock.

Information with respect to the security ownership of management contained in
the 1999 Proxy Statement is incorporated herein by reference.

The Corporation knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Corporation.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to certain relationships and related transactions
contained in the 1999 Proxy Statement is incorporated herein by reference.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

(a) Financial Statements

The 1998 Annual Report attached hereto contains all financial statements
incorporated herein by reference.

All financial statement schedules are omitted because they are either
inapplicable or not required, or because the required information is
included in the Consolidated Financial Statements or notes thereto
contained in the 1998 Annual Report.

(b) Exhibits (numbered in accordance with item 601 of Regulations S-K):

(3) Articles of Incorporation and By-Laws:

A. Certificate of Incorporation dated August 14, 1997 incorporated by
reference to the Registrant's Form 10-K Annual Report for the year
ended December 31, 1997 is incorporated herein by reference.

B. By-Laws of the Registrant adopted as of August 14, 1997 incorporated
by reference to the Registrant's Form 10-K Annual Report for the year
ended December 31, 1997 are incorporated herein by reference.

(10) Material Contracts:

A. "Change in Control Agreements" dated as of January 1, 1998 by and
among the Corporation, the Bank and Frank A. Kissel, Paul W. Bell,
Robert M. Rogers, Craig C. Spengeman, Arthur F. Birmingham and Barbara
Greco incorporated by reference to Registrant's Form 10-K Annual
Report for the year ended December 31, 1997 are incorporated herein by
reference.

B. Peapack-Gladstone Financial Corporation 1998 Stock Option Plan and
1998 Stock Option Plan for Outside Directors incorporated by reference
to Registrant's Registration Statement on Form S-8 dated May 19, 1998
are incorporated herein by reference.

C. "Change in Control Agreement" dated April 3, 1998 by and among the
Corporation, the Bank and Garrett P. Bromley.

(13) Annual Report to Shareholders

(21) List of Subsidiaries:

(a) Subsidiaries of the Corporation:

Percentage of Voting
Jurisdiction Securities Owned by the
Name of Incorporation Parent

Peapack-Gladstone Bank New Jersey 100%

(b) Subsidiaries of the Bank:

Percentage of Voting
Jurisdiction Securities Owned by the
Name of Incorporation Parent

Peapack-Gladstone Investment
Company, Inc. New Jersey 100%
Peapack-Gladstone Financial
Services, Inc. (Inactive) New Jersey 100%

(23) Consents of Experts and Counsel:

Consent of KPMG LLP.

(27) Financial Data Schedule

(99) Proxy Statement for the Corporation's 1999 Annual Meeting of Shareholders,
to be filed within 120 days of the end of the fiscal year to which this
Annual Report applies.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Registrant)

By /s/ T. LEONARD HILL
--------------------------------------
T. Leonard Hill, Chairman of the Board

Dated March 11, 1999
--------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature Date
--------- ----

/s/ T. LEONARD HILL March 11, 1999
- ----------------------------------------------------------------
T. Leonard Hill, Chairman of the Board

/s/ FRANK A. KISSEL March 11, 1999
- ----------------------------------------------------------------
Frank A. Kissel, President and CEO (Principal Executive Officer)

/s/ ARTHUR F. BIRMINGHAM March 11, 1999
- ----------------------------------------------------------------
Arthur F. Birmingham, Senior Vice President and Treasurer
(Chief Financial Officer and Comptroller)

/s/ PAMELA HILL March 11, 1999
- ----------------------------------------------------------------
Pamela Hill, Director

/s/ JOHN D. KISSEL March 11, 1999
- ----------------------------------------------------------------
John D. Kissel, Director

/s/ JAMES R. LAMB March 11, 1999
- ----------------------------------------------------------------
James R. Lamb, Director

/s/ GEORGE R. LAYTON March 11, 1999
- ----------------------------------------------------------------
George R. Layton, Director

/s/ EDWARD A. MERTON March 11, 1999
- ----------------------------------------------------------------
Edward A. Merton, Director

/s/ F. DUFFIELD MEYERCORD March 11, 1999
- ----------------------------------------------------------------
F. Duffield Meyercord, Director

/s/ JOHN R. MULCAHY March 11, 1999
- ----------------------------------------------------------------
John R. Mulcahy, Director

/s/ PHILIP W. SMITH March 11, 1999
- ----------------------------------------------------------------
Philip W. Smith III Director

/s/ JACK D. STINE March 11, 1999
- ----------------------------------------------------------------
Jack D. Stine, Director

/s/ WILLIAM TURNBULL March 11, 1999
- ----------------------------------------------------------------
William Turnbull, Director