Exhibit 10.4
                              AMENDED AND RESTATED

                       AGREEMENT OF LIMITED PARTNERSHIP OF

                     SEIDMAN INVESTMENT PARTNERSHIP II, L.P.



     THIS  AMENDED AND  RESTATED  AGREEMENT  OF LIMITED  PARTNERSHIP  of Seidman
Investment  Partnership  II, L.P.  (the  "Partnership"),  dated as of August __,
1998,  by and between  Veteri  Place  Corporation,  as the General  Partner (the
"General  Partner") and the persons and  entities,  referred to in schedule A on
file at the offices of the  Partnership,  who have executed,  either directly or
indirectly by an attorney-in-fact, as limited partners (the "Limited Partners").
                                    PREMISES:

     A. The  Partnership was organized in accordance with the New Jersey revised
Uniform  Limited  Partnership  Act by the  filing by the  General  Partner  of a
Certificate of Limited  Partnership with the office of the Secretary of State of
the State of New Jersey on August __ , 1998.

     B. The  General  Partner,  pursuant to the  authority  granted to him under
section 26 of the  Agreement,  desires to amend the Agreement and to restate the
same.
     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
hereinafter  contained,  effective as of August __, 1998, it is hereby agreed as
follows:

     The  following  terms shall have the  following  meaning  when used in this
Agreement:
     (a) "Act" shall mean the New Jersey  Revised  Uniform  Limited  Partnership
Act, amended from time to time.

     (b) "Affiliate" shall mean any person performing  services on behalf of the
Partnership  who (i) directly or indirectly  controls,  is controlled  by, or is
under  common  control  with a General  Partner;  (ii) is any company of which a
General Partner or its controlling shareholder is an officer,  director, partner
or trustee;  (iii) a member of the family of the controlling  shareholder of the
General Partner;  or (iv) an Individual  Retirement account or similar trust for
the benefit of one or more General Partner or its affiliates.

     (c)  "Agreement"  shall  mean this  agreement  of Limited  Partnership,  as
originally executed and as amended, modified, supplemented or restated from time
to time.
     (d) "Capital account" shall mean the account described in Section 8 of this
Agreement.
     (e)  "Certificate"  shall  mean the  Partnership's  certificate  of Limited
Partnership as defined in section 2 of this Agreement.

     (f) "Code"  shall mean the  Internal  Revenue  code of 1986,  or  successor
provision of law, and the regulations issued thereunder.


     (g) "Fiscal Period" shall mean the period  beginning on the day immediately
succeeding the last day of the immediately preceding fiscal Period and ending on
the earliest occurring of the following:

                           (i)  The last day of the Fiscal Year;

                           (ii)  The day immediately preceding the day on which
a new Partner is admitted to the Partnership;

                           (iii) the day  immediately  preceding  the date on
which a  Partner  makes an  additional  capital contribution to the Partner's
capital account;

                           (iv) The day on which a Partner  withdraws,  in
whole or in part, the amount of his or its Capital account;

                           (v)  The date of dissolution of the Partnership in
accordance with Section 5 of this Agreement.

                  (h)  "Fiscal "Quarter" shall mean a fiscal quarter of the
Partnership.

                  (i)  "Fiscal Year" shall mean the fiscal year of the
Partnership, which shall be the calendar year.

                  (j) "General  Partner  Percentage"  shall mean a  percentage
established  by the General  Partner for each General  Partner on the
Partnership's  books as of the first day of each Fiscal  Period.  The sum of
the  General  Partner's Percentages for each Fiscal Period shall equal one
hundred percent (100%).

                  (k) "Net  Profit" of the  Partnership  shall mean,  with
respect to any Fiscal  Period,  the excess of the aggregate  revenue,  income
and gains  (realized and  unrealized)  earned on an accrual basis during the
fiscal Period by the Partnership from all sources over the expenses and losses
(realized and unrealized)  incurred on an accrual basis during the fiscal
Period by the Partnership.

                  (l) "Net  Loss" of the  Partnership  shall  mean,  with
respect to any  fiscal  Period,  the excess of all expenses and losses
(realized and unrealized)  incurred on an accrual basis during the fiscal
Period by the Partnership over the aggregate  revenue,  income and gains
(realized and  unrealized)  earned on the accrual basis during the fisca
period by the Partnership from all sources.

                  (m)  "Partnership  Percentage"  shall mean a percentage
established  for each partner on the  Partnership'books as of the first day of
each  Fiscal  Period.  The  Partnership  Percentage  of a Partner for a Fiscal
Period  shall be determined  by dividing the amount of the  Partner's  capital
account as of the beginning of the Fiscal Period by the sum of the  capital
accounts  of all  of the  Partners  as of the  beginning  of the  fiscal
Period.  The  sum of the  Partnership Percentage for each fiscal Period shall
equal one hundred percent (100%).

         2.       Organization.

     The  General  Partner has  executed a  Certificate  of Limited  Partnership
pursuant to the  provisions  of the Act (the  "Certificate")  and has caused the
certificate  to be filed as required by the Act. The General  Partner shall also
execute and record all amendments to the Certificate or additional  certificates
as may be required by this Agreement or by law.

         3.       Name of Partnership.

     The name of the  Partnership  shall be Seidman  Investment  Partnership II,
L.P. or such other name as the General Partner may from time to time designate.

         4.       Principal Office, Resident Agent, Registered Office.

     The principal office of the Partnership is 100 Misty Lane, Parsippany,  New
Jersey  07054  or any  other  place  determined  by  the  General  Partner.  The
Partnership's phone number is (973) 560-1400,  Ext. 108. The name and address of
the  registered  agent for  service  of  process  in the State of New  Jersey is
Lawrence B. Seidman,  100 Misty Lane,  Parsippany,  NJ 07054. The address of the
registered  office of the Partnership in the State of New Jersey is c/o Lawrence
B. Seidman,100 Misty Lane, Parsippany, NJ 07054.

         5.       Term of the Partnership.

     (a)  The  term  of  the  Partnership,  having  commenced  on the  date  the
Certificate  was filed shall  continue  until the first of the following  events
occurs:

                  (i)  December 31, 2014;

                  (ii)  a written consent to dissolution of the Partnership by
all Partners;

                  (iii) upon the General  Partner  ceasing to be a general
partner as a result of doing or being  subject to one or more of the following:

                           (A)  withdrawing from the Partnership in accordance
with Section 21 of this Agreement;

                           (B)  assigning all of its interest in the
Partnership;

                           (C)  making an assignment for the benefit of its
creditors;

                           (D)  filing a voluntary petition in bankruptcy;

                           (E)  being adjudged bankrupt or insolvent or having
entered against it an order of  relief in any bankruptcy or insolvency
proceeding;

                           (F)  filing a petition or answer seeking for itself
any reorganization, arrangement,composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

                           (G)  filling an answer or other pleading admitting
or failing to contest the material allegations of a petition filed against
it in any proceeding seeking reorganization, arrangement,composition,
readjustment, liquidation, dissolution, or similar relief under any
statute, law or regulation;

                           (H)  seeking, consenting to, or acquiescing in the
appointment of a trustee or receiver, or liquidator of all or any substantial
part of its properties;

                           (I)  being the subject of any proceeding seeking
reorganization, arrangement,composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation,which
proceeding shall have continued for one hundred and twenty (120) days after the
commencement thereof; or the appointment of a trustee, receiver, or liquidator
for such General Partner or all or any substantial part of its properties
without its consent or acquiescence,  which appointment is not vacated or
stayed for ninety (90) days after the expiration of the stay during which period
the appointment is not vacated;

                           (J)  the death of the General Partner; or

                           (K)  the entry by a court of competent jurisdictio
adjudicating such General  Partner incompetent to manage his person or his
property; or

                  (iv) upon issuance of a  non-appealable  decree of
dissolution of the  Partnership by a New Jersey Court of competent
jurisdiction.

     (b) In the event a General  Partner  does or becomes  subject to any of the
provisions of subsection  (a)(iii) of this Section 5, the  Partnership  shall be
dissolved and its affairs wound up as provided in Section 22 of this Agreement.

         6.  Purposes

         The Partnership is organized for the following purposes:

     (a) to invest and trade, on margin or otherwise,  in  "Securities," as that
term is defined in Section 2(1) of the  Securities  Act of 1933, as amended (the
"1933 Act");

     (b) to sell Securities short and cover short sales;

     (c) to lend funds or properties of the Partnership,  either with or without
security; and

     (d) to execute,  deliver and perform all contracts and other  undertakings,
and engage in all activities and transactions, that the General Partner believes
are  necessary  or  advisable  in  carrying  out  the  purposes   specified  all
subsections (a), (b), and (c) of this Section 6, including without limitation:

                  (i)  to purchase, transfer or acquire in any manner and
exercise all rights, powers, privileges and other incidents of ownership or
possession with respect to the investments described in subsection (a) of this
Section 6; and

                  (ii)  to register or qualify the Partnership under any
applicable Federal or state laws, or to obtain exemptions under those laws, if
registration, qualification, or exemption is deemed necessary by  the  General
Partner.

         7.  Contributions of the Partners; New Partners.

               (a) Each Partner shall make a contribution  to the  Partnership's
capital  ("Capital  Contribution")  in the amount set out opposite the
Limited Partner's name in Schedule A attached to this Agreement.

          (b) Any Partner may elect,  with the consent of the General Partner to
make an additional Capital Contribution,  as of the first day of any fiscal
Quarter. The General Partner may, in its sole discretion, permit additional
Capital Contributions to be made more frequently than quarterly.

          (c) No  Partner  shall  be  required  to make any  additional  Capital
Contributions.

          (d) Capital Contributions made by Limited Partners must be in cash.

          (e) The General Partner shall have the right,  but not the obligation,
to admit new Partners to the  Partnership as of the first day of any Fiscal
quarter.  The General Partner may, however,  in its sole discretion,  admit
new Partners more frequently than quarterly.

         8.  Capital Accounts.

          A Capital  account  shall be  established  for each  Partner.  For the
     Fiscal Period during which a Partner is admitted to the Partnership, his or
     its capital  account  shall equal the amount of his or its initial  Capital
     Contribution.  For each  subsequent  Fiscal Period,  the Partner's  Capital
     account  will equal the sum of the amount of his or its Capital  account as
     finally adjusted for the immediately preceding fiscal Period and the amount
     of any additional Capital  Contribution made by the Partner as of the first
     day of the current Fiscal Period.

         9.  Adjustments to Capital Accounts.

          At the end of each Fiscal Period, the Capital Accounts of the Partners
     shall be adjusted in the following manner:

          Net Profits for each year (as defined  below)  shall be  allocated  as
     follows:

          (a) First,  to the extent of any net losses  allocated  to the Limited
     Partners,  ninety-nine  (99%) percent of the Net Profits shall be allocated
     to the Limited Partners,  and one percent (1%) to the General Partner until
     the Limited Partners have recouped any Net Losses  previously  allocated to
     them.

          (b)   Thereafter,   any   remaining  Net  Profit  shall  be  allocated
     seventy-five  (75%) percent to the Limited  Partners and twenty-five  (25%)
     percent to the General Partner (the "Incentive Allocation").

         Net Losses for each calendar year shall be allocated as follows:

          (a) First, to the extent that the General Partner's capital account is
     positive,  seventy-five  (75%) percent of the Net Losses shall be allocated
     to the  Limited  Partner  and  twenty-five  (25%)  percent  to the  General
     Partner.

          (b) From and after the General  Partner's capital account is zero, the
     Net Losses  shall be  allocated  ninety-nine  (99%)  percent to the Limited
     Partner and one percent (1%) to the General Partner.

          The portion of the Net Profit and Net Losses  allocated to the Limited
     Partner  shall be  allocated  between  the  Limited  Partners  based on the
     proportion that such Limited Partner's capital account bears to the capital
     account of all limited partners.


         Notwithstanding the preceding provisions of this Article 4:

          (a) Except as provided in sub-section (e) below, no allocation of loss
     or deduction shall be made to a Partner if such  allocation  would cause at
     the end of any taxable year a deficit in such  Partner's  Adjusted  Capital
     Account to exceed his or its allocable share of Minimum Gain (as defined in
     Treasury  Regulation  Section  1.704-1(b)(iv)(e);  and  any  such  loss  or
     deduction  not  allocated to a Partner by reason of this  Section  shall be
     allocated  pro-rata  to each other  Partner if and to the extent  that such
     allocation  shall not  create a deficit in such  other  Partner's  Adjusted
     Capital Account in excess of his allocable share of Minimum Gain; provided,
     however, that if such allocation would create such deficit in all Partner'
     Adjusted  Capital  Accounts in excess of their share of Minimum Gain,  then
     such allocation shall be made in accordance with the principles of Treasury
     Regulation Section 1.704-1(b).

          (b) If,  during any taxable  year,  there is a net decrease in Minimum
     Gain then each Partner  shall,  before any other  allocations  are made for
     such year,  be allocated in a manner so as to satisfy the  requirements  of
     Treasury  Regulation  Section  1.704-2(f),  items of Partnership income and
     gain for such year (and, if necessary, subsequent years) in an amount equal
     to each  Partner's  share of the net decrease in  Partnership  Minimum Gain
     (within the meaning of Treasury Regulation Section 1.704-2(g)(2).

          (c)  If,  during  any  taxable  year,  there  is  a  net  decrease  in
     Partnership  Minimum Gain  Attributable to Partner  Nonrecourse  Debt, then
     each Partner with a share of the Partnership  Minimum Gain  Attributable to
     Partner  Nonrecourse  debt at the  beginning of the year shall , before any
     other  allocations  are made for such year  other than  those  pursuant  to
     Section  (b)  above,  be  allocated  in a  manner  so  as  to  satisfy  the
     requirements  of  Treasury  Regulation  Section  1.704-2(i)(4),   items  of
     Partnership  income  and  gain  for  such  year  (and,  if  necessary,  for
     subsequent  years) in an amount  equal to each  Partner's  share of the net
     decrease  in  Minimum  Gain  Attributable  to Partner  Nonrecourse  Debt as
     determined in accordance with Treasury Regulation Section 1.704-2(i)(4).

          (d) If during any taxable year a Partner  unexpectedly  receives (i) a
     distribution of cash or property from the Partnership or (ii) an adjustment
     or allocation  described in Treasury  Regulation Section  1.704-1(b)(2)(ii)
     (d) (5) as in effect on the date hereof (concerning allocations of loss and
     deduction if Partners'  interests  change during the year, if a Partnership
     interest is acquired by gift or if a Partner receives  certain  Partnership
     property  in  redemption  of  part  or all of  his or its  interest  in the
     Company),  and if such adjustment , allocation or distribution  would cause
     at the end of the taxable year a deficit balance in such Partner's Adjusted
     Capital  Account in excess of his allocable  share of Minimum Gain,  then a
     pro-rata  portion  of each  item of  partnership  income,  including  gross
     income,  and gain for such  taxable  year (and,  if  necessary,  subsequent
     taxable  years)  shall be  allocated  to such Partner in an amount and in a
     manner  sufficient to eliminate  such excess balance as quickly as possible
     before any other  allocation  is made for such year other than  pursuant to
     Subsection  (b)  hereof  so as to  satisfy  the  requirements  of  Treasury
     Regulation Section 1.704-1(b)(2)(ii)(d) (qualified income offset).

          (e)  To  the  extent   required   by   Treasury   Regulation   Section
     1.704-2(i)(1),  Partner  Nonrecourse  Debt  Deductions for any taxable year
     shall be  allocated to the Partner (or  Partners)  who bear(s) the economic
     risk of loss of such Partner Nonrecourse Debt.

          (f) In the event that any  allocation is or has been made to a Partner
     pursuant to Subsections (a), (b), (c) (d) or (e) above, subsequent items of
     income,  deduction,  gain and loss  shall be  allocated  before  any  other
     allocations  are made (subject to the provisions of  Subsections  (a), (b),
     (c) (d) or (e)) to the  Partners in the manner  which would  result in each
     Partner having a Capital  Account  balance equal to what it would have been
     had the  allocation  pursuant to  subsections  (a), (b), (c) (d) or (e) not
     occurred.

          (g) For purposes of this Article,  each  Partners  "Adjusted  Capital
     Account" shall equal the Capital Account of each Partner (1) reduced at the
     end of each  taxable  year by the sum of (x) the  excess  of  distributions
     reasonably  expected  to be  made  to  such  Partner  over  the  offsetting
     increases to such Partner's Capital Account reasonably  expected to be made
     in  the  same  taxable  year  as  the  aforesaid  distributions,   and  (y)
     allocations  expected to be made described in Treasury  Regulations Section
     1.704-1(b)(2)(ii)(d)(5)  as  in  effect  on  the  date  hereof  (concerning
     allocations of loss and deduction if Partners'  interests change during the
     year,  if a  Partnership  interest  is  acquired  by gift  or if a  Partner
     receives certain  Partnership  property in redemption of part or all of his
     interest  in the  Partnership),  and  (2)  increased  by the sum of (i) the
     amount,  if  any,  which  the  Partner  is  obligated  to  restore  to  the
     Partnership  upon  liquidation of his interest therein if a deficit balance
     exists in his Capital Account at such time, (ii) the outstanding  principal
     balance of any promissory  note made by such Partner and contributed to the
     Partnership  if  such  note  is  not  readily  tradable  on an  established
     securities  market and if such note must be satisfied  within 90 days after
     the date said  Partner's  interest is  liquidated,  (iii) the amount of any
     unconditional  obligation of such Partner to make subsequent  contributions
     to the Partnership  (whether imposed by this Agreement or by law), and (iv)
     the sum of (a) the amount the Partner would be personally liable for either
     as a Partner or in his individual capacity as a guarantor or otherwise, and
     (b) the economic  risk of loss the Partner would bear  attributable  to any
     Partnership liability (as determined in accordance with Treasury Regulation
     Section 1.752-2).

          (h) In  accordance  with  Section  704(b)  and  (c) of  the  Code  and
     Regulations  thereunder,  income,  gain, loss and deduction with respect to
     any property  contributed to the capital of the Partnership  (including all
     or part of any deemed capital  contribution  under Section 708 of the Code)
     shall,  solely for tax purposes,  be allocated  among the Partners so as to
     take account of any variation  between the adjusted  basis of such property
     to the Partnership and its agreed value. In the event that Capital Accounts
     are ever adjusted pursuant to Treasury Regulation Section  1.704-1(b)(2) to
     reflect  the fair  market  value of any  Partnership  property,  subsequent
     allocations  of income gain,  loss and deduction with respect to such asset
     shall take  account of any  variation  between the  adjusted  basis of such
     asset and its  value as  adjusted  in the same  manner  as  required  under
     Section 704(c) of the Code and the Regulations thereunder.

          (i) The  allocations  provided in Sections  4.5(a)-(h) are intended to
     comply  with  the  provisions  of  Section  704(b)  of  the  Code  and  the
     Regulations thereunder. However, If any such allocation causes a distortion
     in the Partner's  Partnership  Interest in  contravention  of the Partners'
     economic arrangement as reflected in Article 4, the General Partner has the
     authority  to make  curative  allocations  to  bring  such  allocations  in
     accordance with such Partner' Partnership Interest, as if such allocations
     which caused the distortion had not occurred.

          (j) The  allocations  provided in this  Section are intended to comply
     with the  provisions  of  Section  704(b)  of the Code and the  Regulations
     thereunder.  If any such  allocation  under this  Section  is  inconsistent
     therewith,  the  General  Partner  has the  authority  to  make a  curative
     allocation to bring such  allocations in compliance  with Section 704(b) of
     the Code and Regulations thereunder.

          For purposes of this  Agreement,  the  following  terms shall have the
     definitions set forth below:

          "Nonrecourse  Liability."  Any debt of the  Partnership  for  which no
     Partner  has any  economic  risk of loss,  determined  in  accordance  with
     Internal Revenue Regulation Section 1.704-2(b)(3).

          "Partner  Nonrecourse  Debt." Any nonrecourse  debt of the Partnership
     for  which a  Partner  bears  the  economic  risk of  loss,  determined  in
     accordance with Treasury Regulation Section 1.704-2(b)(4).

          "Partner  Nonrecourse  Debt  Deductions."  With  regard to any Partner
     Nonrecouse  Debt,  the amount of the net  increase  during any  Partnership
     taxable  year  in the  amount  of  Minimum  Gain  Attributable  to  Partner
     Nonrecourse  Debt, over the aggregate  amount of any  distributions  during
     such year to the Partner who bears the economic  risk of loss for such debt
     that are allocable to an increase in the Minimum Gain  Attributable to such
     Partner  Nonrecourse  Debt.  Such amounts shall be determined in accordance
     with Treasury Regulation Section 1.704-2(I) (2).

         "Recourse Debt." All Partnership debt other than Nonrecourse Liability.

         10.  Hot Issues.

          In the event the General Partner decides to invest in securities which
     are the subject of a public  distribution and which the General Partner, in
     his sole  discretion,  believes  may  become a "hot  issue" as that term is
     defined  in Article  III,  Section 1 of the Rules of Fair  Practice  of the
     National Association of Securities Dealers, Inc. (the "Association"),  such
     investment shall be made in accordance with the following provisions:

          (a) any such  investment  made in a particular  Fiscal Period shall be
     made in a special account (the "Hot Issues account");

          (b) only those  Partners  who do not fall within the  proscription  of
     Article  III,  section  1 of said  Rules  of Fair  Practice  ("Unrestricted
     Partners") shall have any beneficial interest in the Hot Issues Account;

          (c) each Unrestricted  Partner shall have a beneficial interest in the
     Hot Issues Account for any Fiscal Period in the  proportion  which (i) such
     Unrestricted  Partner's  Capital  account as of the beginning of the Fiscal
     Period  bore to (ii) the sum of the Capital  Accounts  of all  Unrestricted
     Partners as of the beginning of such fiscal Period.

          (d)  Funds   required  to  make  a  particular  investment  shall  be
     transferred  to the Hot  Issues  account  from the  regular  account of the
     Partnership;  securities  involved  in the  public  distribution  shall  be
     purchased  in the Hot Issues  Account,  held in the Hot Issues  Account and
     eventually  sold from the Hot Issues  Account or transferred to the regular
     account at fair market value as of the day of transfer as determined by the
     General  Partner  with  such  transfer  being  treated  as a sale;  if such
     securities are sold from the Hot Issues  account,  the proceeds of the sale
     shall be transferred  from the Hot Issues account to the regular account of
     the Partnership.

          (e) as of the last day of each  Fiscal  Period  in which a  particular
     investment or investments are held in the Hot Issues Account:  (A) interest
     shall be debited to the Capital  Accounts of the  Unrestricted  Partners in
     accordance with their beneficial  interest in the Hot Issues Account at the
     interest rate being paid by the Partnership  from time to time for borrowed
     funds  during the period in that Fiscal  Period that funds from the regular
     account have been held in or made  available to the  particular  Hot Issues
     Account or, if no such funds are being  borrowed  during such  period,  the
     interest rate that the General Partner  determines  would have been paid if
     funds had been  borrowed by the  Partnership  during such period;  and such
     interest  shall be credited to the  Capital  Accounts of all the  Partners,
     both  General and  Limited,  in the  proportions  which (i) each  Partner's
     Capital Account as of the beginning of such Fiscal Period bore to (iii) the
     sum of the Capital  Accounts of all  Partners as of the  beginning  of such
     Fiscal  Period and (B) any Net  Profits or Net Losses  during  such  Fiscal
     Period with  respect to the Hot Issues  Account  shall be  allocated to the
     Capital  accounts of the  Unrestricted  Partners in  accordance  with their
     beneficial  interest in the Hot Issues  Account  during such Fiscal Period;
     provided,  however,  that the amount of such interest  shall not exceed the
     amount of profit accrued in the Hot Issues Account; and

          (f)  the  determination  of  the  General  Partners  as to  whether  a
     particular  Partner falls within the proscription of Article III, Section I
     of said Rules of Fair Practice shall be final.

         11.  Valuation.

          The  Partnership's  assets  shall be  valued  in  accordance  with the
     following principles:

          (a) Any Security that is listed on a national securities exchange will
     be valued at its last sale price on the date of  determination  as recorded
     by the composite  tape system,  or if no sales occurred on that day, at the
     mean between the closing  "bid" and "asked"  prices on that day as recorded
     by the system or the exchange, as the case may be;

          (b) Any Security that is a National  Market Security will be valued at
     its last  sale  price  on the  date of  determination  as  reported  by the
     National  Association of Securities  dealers  automated  quotations  system
     ("NASDAQ")  or if no sale  occurred  on that day,  at the mean  between the
     closing "bid" and "asked" prices on that day as reported by NASDAQ:

          (c) Any Security not listed on a national  securities exchange and not
     a National  Market  Security will be valued at the mean between the closing
     "bid" and "asked" prices on the date of determination as reported by NASDAQ
     or, if not so reported,  as reported in the over-the-counter  market in the
     United States;

          (d) An  option  shall be  valued  at the last  sales  price or, in the
     absence of a last sales price, the last offer price; and

          (e) All other  Securities shall be assigned the value that the General
     Partner in good faith determine.

         12.  Determination by General Partner of Certain Matters.

          (a) All matters concerning the valuation of Securities, the allocation
     of profits,  gains and losses among the  Partners,  including  the taxes on
     them and accounting procedures, not specifically and expressly provided for
     by the terms of this  Agreement,  shall be  determined in good faith by the
     General Partner, whose determination shall be final, binding and conclusive
     upon all of the Partners.

          (b) gains,  losses,  and expenses of the  Partnership  for each Fiscal
     Period shall be  allocated  among the Partners for income tax purposes in a
     manner so as to reflect,  as nearly as  possible,  the amounts  credited or
     charged to each  Partner's  Capital  Account  pursuant to Section 9 of this
     Agreement.

          (c) The General Partner shall have the power to make all tax elections
     and  determinations  for the  Partnership,  and to take any and all  action
     necessary under the Code or other  applicable law to effect those elections
     and  determinations.  All such elections and  determinations by the General
     Partner shall be final, binding and conclusive upon all Partners.

         13.  Liability of Partners.

          (a) The General  Partner shall not be obligated to contribute  cash or
     other  assets  to the  Partnership  to make up  deficits  in their  Capital
     accounts or in the Capital  Accounts of the Limited  Partners either during
     the term of the Partnership or upon liquidation.  The General Partner shall
     be liable for all debts and  obligations  of the  partnership to the extent
     that the  Partnership is unable to pay such debts and obligations up to the
     extent of Veteri's capital.

          (b) The  doing of any act or the  failure  to do any act by a  General
     Partner, the effect of which may cause or result in loss, liability, damage
     or expense to the  Partnership  or any Partner  shall not subject a General
     Partner to any liability to the Partnership or to any Partner,  except that
     a General  Partner may be so liable if it has not acted in good  faith,  or
     has committed gross misconduct or was grossly negligent.

          (c) A Limited Partner will not be liable for any debts or bound by any
     obligations  of  the  Partnership   except  to  the  extent  set  forth  in
     subsections (d), (e) and (f) of this Section 13.

          (d) A Limited  Partner who has  received the return of any part of his
     or its Capital  contribution without violation of this Agreement or the Act
     shall not therefore be labile to the Partnership or its creditors.

          (e) A Limited Partner  receiving a return of any portion of his or its
     Capital  Contribution in violation the Act or this Agreement will be Liable
     to the Partnership for a period of six (6) years  thereafter for the amount
     of the contribution wrongfully returned.

          (f) A Limited Partner may be liable to the Partnership or creditors of
     the Partnership for any amounts  distributed if, and to the extent that, at
     the time of the distribution, he actually knew that, after giving effect to
     the   distribution,   all  liabilities  of  the  Partnership,   other  than
     liabilities  to Partners on account of their  interest in the  Partnership,
     exceeded the fair value of the Partnership's assets.

         14.  Rights and Duties of the General Partner

          (a) The General  Partner shall have the exclusive  right to manage and
     control  the  affairs  of the  Partnership,  and  shall  have the power and
     authority to do all things necessary or proper to carry out the purposes of
     the  Partnership.  The General  Partner  shall devote an amount of time and
     attention that the General Partner in its sole  discretion  deems necessary
     or appropriate.

          (b) Without  limiting the  generality  of the  foregoing,  the General
     Partner shall have full power and authority:

               (i) to engage independent agents, investment advisors, attorneys,
          accountants  and custodians as the General  Partner deems necessary or
          advisable for the affairs of the Partnership;

               (ii) to receive, buy sell, exchange, trade, and otherwise deal in
          and with Securities and other property of the Partnership;

               (iii) to open,  conduct and close accounts with brokers on behalf
          of  the  Partnership  and  to  pay  the  customary  fees  and  charges
          applicable to transactions in those accounts;

               (iv) to open,  maintain  and  close  accounts,  including  margin
          accounts,  with brokers and banks, and to draw checks and other orders
          for the payment of money by the Partnership;

               (v) to file, on behalf of the  Partnership,  all required  local,
          state and Federal tax and other returns relating to the Partnership;

               (vi) to cause the Partnership to purchase or bear the cost of any
          insurance  covering the potential  liabilities of the General  Partner
          and any associate,  employee or agent of the General  Partner  arising
          out of the General  Partner's  actions as General  Partner  under this
          Agreement;

               (vii) to cause the  Partnership  to  purchase or bear the cost of
          any insurance covering the potential liabilities of any person serving
          as a  director,  officer  or  employee  of  an  entity  in  which  the
          Partnership  has  an  investment  or of  which  the  Partnership  is a
          creditor;

               (viii) to commence or defend  litigation or submit to arbitration
          any claim or cause of action that pertains to the  Partnership  or any
          Partnership assets;

               (ix) to enter into,  make and perform  contracts,  agreements and
          other  undertakings,  and to do any other acts, as the General Partner
          deems  necessary or  advisable  for, or as may be  incidental  to, the
          conduct  of  the  business  of  the  Partnership,  including,  without
          limiting  the  generality  of the  foregoing,  contracts,  agreements,
          undertakings  and  transactions  with any  Partner  or with any  other
          person,  firm or corporation  having any business,  financial or other
          relationship with any Partner or Partners:

               (x) to make or revoke  elections  pursuant  to Section 754 of the
          Code to adjust the basis of the Partnership's property as permitted by
          Sections 734(b) and 743(b) of the Code; and

               (xi) to designate a Tax Matters  Partner for all  purposes  under
          the Code

         15.  Expenses.

               The  Partnership   shall  bear  all  expenses   relating  to  its
          organization.   The   Partnership   will  bear  the  expenses  of  its
          administration,   accountant,  its  legal  counsel,  and  expenses  of
          investments.

         16.      Administrative Fee.

         The General Partner will not charge an administrative fee.

         17.  Limitation on Powers of Limited Partners.

               No  Limited  Partner  shall  participate  in the  control  of the
          Partnership's  business,  transact any  business in the  Partnership's
          name or have the power to sign  documents  for the  Partnership  or to
          bind the Partnership in any other way.

         18.  Other  Business ventures.

               Each Partner agrees that each General  Partner and its affiliates
          and  associates  may engage in other  business  activities  or possess
          interest in other business  activities of every kind and  description,
          independently or with others.  These  activities may include,  without
          limitation,  establishing a broker-dealer and investing in real estate
          and real estate related partnerships,  or in investing,  in financing,
          acquiring  and  disposing  of  interest  in  securities  in which  the
          Partnership may from time to time invest,  or in which the Partnership
          is able to invest or otherwise have any interest. The Limited Partners
          agree that the General  Partner and its  affiliates may act as general
          partner of other partnerships, including investment partnerships.

         19.  Limitation on Assignability of Interest of Limited Partners.

               (a) No  Limited  Partner  may  assign or  otherwise  transfer  or
          encumber his or its interest in the Partnership,  in whole or in part,
          without  the  consent of the  General  Partner  and  without a written
          opinion of counsel to or  approved  by the  General  Partner  that the
          proposed transfer (i) is consistent with all applicable  provisions of
          the 1933 Act, and the rules and regulations  thereunder,  as from time
          to time in effect,  as well as any applicable  provisions of any state
          "blue sky" law; and (ii) would not result in the Partnership's  having
          to register as an investment  company under the Investment Company Act
          of 1940, as amended.

               (b)  Notwithstanding  any other provision of this Agreement,  any
          successor to any Limited  Partner shall be bound by the  provisions of
          this Agreement.  Prior to recognizing any assignment of an interest in
          the  Partnership  that has been  transferred  in accordance  with this
          Section 19, the General Partner may require the  transferring  Limited
          Partner to execute and acknowledge an instrument of assignment in form
          and substance satisfactory to the General Partner, and may require the
          assignee  to  agree  in  writing  to be  bound  by all the  terms  and
          provisions of this Agreement,  to assume all of the obligations of the
          assigning Limited Partner and to execute whatever other instruments or
          documents  the  General   Partner  deems  necessary  or  desirable  in
          connection with the assignment.

               (c) No  Limited  Partner  shall have the right to have his or its
          assignee  admitted as a substitute  Limited  Partner,  except upon the
          written consent of the General Partner,  which consent may be withheld
          in the sole discretion of the General Partner.

               (d) Each Limited  Partner hereby approves of the admission to the
          Partnership  as a Limited  Partner of any  assignee who succeed to the
          interest in the  Partnership of a Limited  Partner in accordance  with
          the provisions of this Section 19.

         20.  Withdrawals by a Limited Partner.

               (a) (i) A Limited  Partner who shall have been a Limited  Partner
          for at least eight full Fiscal  Quarters  shall have the right,  as of
          the end of any Fiscal Year, or at other times at the discretion of the
          General Partner,  to withdraw all or a portion of the amount of his or
          its Capital  Account,  so long as the General Partner receives written
          notice of the intended withdrawal not less than ninety (90) days prior
          to the  withdrawal,  stating the amount to be withdrawn.  In no event,
          however,  shall a Limited Partner be permitted to withdraw any amounts
          from his or its Capital  Account in excess of the positive  balance of
          his or its  Capital  Account.  If the  amount of a  Limited  Partner's
          withdrawal  represents  less than  seventy-five  (75%) of the  Limited
          Partner's  Capital  Account,  the  Limited  Partner  will  receive the
          proceeds of the  withdrawal  within thirty (30) days after the date of
          withdrawal. If the amount of a Limited Partner's withdrawal represents
          seventy-five  (75%) or more of the Limited  Partner's Capital Account,
          the Limited  Partner will receive  seventy-five  percent  (75%) of his
          Capital  account  within thirty (30) days after the date of withdrawal
          and the remainder of the amount  withdrawn  within ten (10) days after
          the Partnership has received financial statements from its independent
          certified  public  accountants  pursuant  to  Section  23(c)  of  this
          Agreement.  If a Limited Partner requests  withdrawal of capital which
          would  reduce his  Capital  Account  below the  amount of his  initial
          Capital Contribution,  the General Partner may treat such request as a
          request for withdrawal of all of such Partner's  Capital Account.  The
          distribution of any amount withdrawn by a Limited Partner may take the
          form of cash and/or marketable securities as determined by the General
          Partner in his sole discretion.

               (ii) In the event of a proposed  withdrawal  of capital by one or
          more General  Partner or Affiliates  pursuant to Section  21(a)(ii) of
          this  Agreement,  as a result of which the  aggregate  of the  Capital
          Accounts  of the  General  Partner  and  Affiliates  will be less than
          $50,000 (fifty  thousand  dollars),  a Limited  Partner shall have the
          right to withdraw all or a portion of the amount of his or its Capital
          Account, so long as the General Partner receives written notice of the
          intended  withdrawal not more than fifteen (15) days after the date of
          the notice of withdrawal by such General Partner or General Partner or
          Affiliate or Affiliates  pursuant to said Section  21(a)(ii),  stating
          the  amount to be  withdrawn.  In such  event the  withdrawal  by such
          Limited  Partner  shall be effective as of the  effective  date of the
          withdrawal by the General Partner or General Partners pursuant to said
          Section  21(a)(ii).  The  amount  available  for  withdrawal  shall be
          calculated  in the same manner as provided for in the last sentence of
          paragraph (b) of Section 5 hereof.

               (b) Any  Limited  Partner's  interest in the  Partnership  may be
          terminated  by the  Partnership  as of the end of any Fiscal Year upon
          prior written notice,  so long as the General  Partner  determines the
          termination  to be in the best  interest  of the  Partnership.  In the
          event  that  a  Limited  Partner's  interest  in  the  Partnership  is
          terminated  pursuant to this  Section 20, the  Limited  Partner  shall
          receive  ninety  percent  (90%) of the  value of his  Capital  Account
          within ninety (90) days after written  notice of  termination is given
          by the Partnership and the remaining ten percent (10%) within ten (10)
          business days after receipt by the Partnership of financial statements
          with  respect to the Fiscal  Year in which his or its  interest in the
          Partnership is terminated.

         21.  Withdrawals by the General Partners and Affiliates.

               (a) (i) The General  Partner shall have the right to withdraw any
          amount of cash from his  Capital  Account  as of the end of any Fiscal
          Year,  without prior  notification to the Limited  Partners,  provided
          that,  after giving effect to such withdrawal,  the aggregate  Capital
          accounts of the General  Partner and his  Affiliates are not less than
          $50,000 (fifty thousand dollars).

               (ii) Upon  forty-five  (45)  days'  prior  notice to the  Limited
          Partners,  a General  Partner or an Affiliate  may withdraw any amount
          from his Capital Account contributed to the Partnership as a result of
          which withdrawal the aggregate Capital Accounts of the General Partner
          and their Affiliates  would be reduced below $50,000.  (fifty thousand
          dollars).

               (b) The General Partner may  voluntarily  resign or withdraw from
          the Partnership as of the end of any Fiscal Year upon sixty (60) days'
          written notice sent to all Partners.

         22.  Dissolution and Winding Up of the Partnership.

               On  dissolution  of the  Partnership,  the General  Partner or if
          there is no General  Partner,  one or more persons approved by Limited
          Partners holding a majority in interest of the Capital Accounts of the
          Limited  Partners) shall wind up the  Partnership's  affairs and shall
          distribute the Partnership's assets in the following manner and order:
               (a)  in  satisfaction  of the  claims  of  all  creditors  of the
          Partnership, other than the General Partners;
               (b) in  satisfaction  of the claims of the  General  Partners  as
          creditors of the Partnership; and
               (c) any balance to the Partners in the relative  proportions that
          their respective  Capital  Accounts bear to each other,  those Capital
          Accounts to be  determined  as if the Fiscal Year ended on the date of
          the dissolution.

         23.  Accounting and Reports.

               (a) The records and books of account of the Partnership  shall be
          reviewed as of the end of each fiscal  Year by  independent  certified
          public  accountants  selected  by the  General  Partner  in  his  sole
          discretion.

               (b) As soon as practicable after the end of each Fiscal Year, the
          General  Partner  shall cause to be delivered to each person who was a
          Partner at any time during that  Fiscal  Year all  information  deemed
          necessary  by the  General  Partner  in his  sole  discretion  for the
          preparation  of the  Partner's  income tax  returns,  including a Form
          1065/Schedule  K-1 statement showing the Partner's share of Net Profit
          or Net Loss,  deductions  and credits for the year Federal  income tax
          purposes,  and  the  amount  of any  distributions  made to or for the
          account of the Partner pursuant to this Agreement.

               (c) The independent  certified  public  accounts  selected by the
          General  Partner in accordance  with subsection (a) of this Section 23
          shall prepare and mail to each Partner,  within ninety (90) days after
          the end of each fiscal Year,  an income  statement for the Fiscal Year
          and a balance sheet as of the end of the Fiscal Year.

               (d) The Partnership shall cause to be prepared and mailed to each
          Partner  a report  setting  out as of the end of each  fiscal  quarter
          information determined by the General Partner to be appropriate.

               (e)  The  General   Partner  shall  cause  tax  returns  for  the
          Partnership  to be  prepared  and timely  filed  with the  appropriate
          authorities.

         24.  Books and Records.

               The General  Partner  shall keep at the  Partnership's  principal
          office:

               (a) books and records  pertaining to the  Partnership's  business
          showing all of its assets and liabilities, receipts and disbursements,
          realized  profits  and  losses,  Partners'  Capital  Accounts  and all
          transactions enter into by the Partnership;

               (b) a current list of the full name and last known home, business
          or mailing address of each Partner set out in alphabetical order;

               (c) a copy of the  Certificate and all amendments to it, together
          with executed  copies of any powers of attorney  pursuant to which the
          Certificate and any amendments to it have been executed;

               (d) copies of the Partnership's  Federal,  state and local income
          tax returns and reports,  if any, for the three (3) most recent years;
          and

         (e)  copies of this Agreement as may be amended from time to time.

               All books and  records  of the  Partnership  required  to be kept
          under this Section 24 shall be available  for  inspection by a Partner
          of the Partnership at the offices of the  Partnership  during ordinary
          business  hours for any purpose  reasonably  related to the  Partner's
          interest as a Partner in the Partnership.

         25.  Indemnification.

               (a) The Partnership  shall indemnify each General Partner and any
          of  his  Affiliates  (each  an  "Indemnitee")  to the  fullest  extent
          permitted by law and will hold each  harmless from and with respect to
          (i) all fees,  costs and  expenses  incurred in  connection  with,  or
          resulting  from,  any claim,  action or demand  against any indemnitee
          that  arises  out of or in any way  relates  to the  Partnership,  its
          properties,  business  or  affairs,  and (ii) any  losses  or  damages
          resulting  from any such claim,  action or demand,  including  amounts
          paid in settlement or compromise of the claim, action or demand.

               (b) No Indemnitee  shall be indemnified by the  Partnership  with
          respect to any action or failure to act that does not constitute  good
          faith, or that constitutes willful misfeasance.

               (c)  The  Partnership  may  pay  the  expenses   incurred  by  an
          Indemnitee in defending a civil or criminal action, suit or proceeding
          brought by a party against the Indemnitee  that arises out of or is in
          any way  related  to the  Partnership,  its  properties,  business  or
          affairs, upon receipt of an undertaking by the Indemnitee to repay the
          amount advanced by the Partnership if an adjudication or determination
          is  subsequently  made by a court of competent  jurisdiction  that the
          Indemnitee  is not  entitled  to  indemnification  as provided in this
          Agreement.

               (d) The right of  indemnification  provided  in this  Section  25
          shall  be in  addition  to any  rights  to  which  an  Indemnitee  may
          otherwise be entitled and shall inure to the benefit of the executors,
          administrators,  personal  representatives,  successors  or assigns of
          each Indemnitee.

               (e) The rights to indemnification and reimbursement  provided for
          in this  Section  25 may be  satisfied  only out of the  assets of the
          Partnership.  No Partner shall be personally  liable for any claim for
          indemnification or reimbursement under this Section 25.

         26.  Amendment of Partnership Agreement.

               This  Agreement  may be  amended,  in whole  or in  part,  by the
          written consent of (a) the General Partner, and (b) Partners the value
          of whose Capital Account  constitute not less than fifty percent (50%)
          of  the  total  value  of all  Capital  Accounts  of the  Partnership,
          provided  that no such  amendment  shall affect the  allocation of Net
          Profit  or Net  Loss to any  Partner  who has  not  consented  to such
          amendment.  In addition,  any provision of this Agreement,  other than
          Section 9, may be amended by the  General  Partner in any manner  that
          does not, in the sole  discretion  of the General  Partner,  adversely
          affect any Limited Partner.

         27.  Notices.

               Notices that may or are required to be given under this Agreement
          by any part to another shall be in writing and deposited in the United
          States mail,  certified or registered,  postage prepaid,  addressed to
          the  respective  parties at their  addresses  set out in Schedule A to
          this Agreement or to any other addressee  designated by any Partner by
          notice addressed to the Partnership in the case of any Limited Partner
          and to the  General  Partner  in the  case  of the  General  Partners.
          Notices  shall be deemed  to have been  given  when  deposited  in the
          United States mail within the continental United States.

         28.  Agreement Binding Upon Successors and Assigns.

               This Agreement shall inure to the benefit of and shall be binding
          upon the heirs,  executors,  administrators or other  representatives,
          successors and assigns of the Partners.

         29.  Governing Law.

               This Agreement, and the rights of the Partners under it, shall be
          governed by and construed in  accordance  with the law of the State of
          New Jersey.

         30.  Consents.

               Any and all  consents,  agreements  or approvals  provided for or
          permitted by this  Agreement  shall be in writing and signed copies of
          them shall be filed and kept with the books of the Partnership.

         31.  Miscellaneous.

               (a)  This  Agreement,   including  Schedule  A  appended  to  it,
          constitutes the entire  understanding and Agreement of the Partners as
          to the operation of the Partnership.

               (b) This agreement may be executed in counterparts, each of which
          shall be deemed to be an original.

               (c) Each provision of this Agreement is intended to be severable.
          A  determination  that a  particular  provision  of this  Agreement is
          illegal or invalid  shall not affect the validity of the  remainder of
          the Agreement.

               (d) Nothing  contained  in this  Agreement  shall be construed to
          constitute  any  Partner  the  agent of  another  Partner,  except  as
          specifically provided in this Agreement, or in any manner to limit the
          partners  in the  carrying  on of their  own  respective  business  or
          activities.

               (e) If there is a conflict  between the terms and  conditions  of
          the  Partnership  Agreement and Offering  Memorandum,  the Partnership
          Agreement shall be controlling.


               IN WITNESS WHEREOF,  the Partners have executed this Agreement as
          of the date first above written.


                                                     GENERAL PARTNER

                                                     VETERI PLACE CORPORATION


                                             By:  Lawrence B. Seidman, President



LIMITED PARTNERS:

All Limited Partners now and
hereafter admitted as Limited
Partners of the Partnership,
pursuant to Powers of Attorney
now and hereafter executed in
favor of, and delivered to the
General Partner.

LAWRENCE B. SEIDMAN
Attorney-in-Fact







Lawrence B. Seidman

  AMENDMENT #1
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                     SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
                              FILED AUGUST 13, 1998




Section 1            The name of the Partnership is Seidman Investment
                     Partnership II, L.P.

Section 6            Section 6 is hereby amended to add the following people
                     and entities as limited partners:



NAME                                CAPITAL CONTRIBUTION
Dr. John Tafel                              $150,000.00
2604 South Hayden
Amarillo, Texas 79109

Hawthorne Financial                          $179,284.87
c/o Eric Nettere
560 West Hawthorne Place
Chicago, Illinois 60657

Eric & Julie Nettere JTWROS                  $ 70,715.13
560 West Hawthorne Place
Chicago, Illinois 60657

Stephen Chaleff                              $100,000.00
20 Norman Drive
Rye, New York 10580

Chaleff Family Irrevocable Trust            $ 150,000.00
20 Norman Drive
Rye, New York 10580

Urban West Capital Partners,L.P.            $ 250,000.00
Att: Stephen Gunther
520 Broadway, Suite 100
Santa Monica, California 90401

Cordell Consultants, Inc.                   $  22,000.00
Money Purchase Plan
5540 Laurel Ridge Road
Ruckersville, Virginia 22968

Amalgamated Sludge LLC                      $ 178,000.00
5540 Laurel Ridge Road
Ruckersville, Virginia 22968


                                            VETERI PLACE CORPORATION, G.P.


                                      By:
                         Lawrence B. Seidman, President
                                                   Veteri Place Corporation
                       Certificate of Incorporation filed
        January 6, 1995

Dated: September  4, 1998

STATE OF NEW JERSEY)
                   ) ss:
COUNTY OF MORRIS   )


                  On the 4th day of September,  1998,  before me personally came
Lawrence B. Seidman, to me known, who being by me sworn, did depose and say that
he resides at 19 Veteri Place, Wayne, New Jersey 07470, that he is the President
of  Veteri  Place  Corporation,   the  General  Partner  of  Seidman  Investment
Partnership II, L.P.  described in and which executed the above instrument;  and
that he  signed  such  instrument  by order of the  Board of  Directors  of said
Corporation.

 AMENDMENT #2                                    Filed Mar 5 19999
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                     SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
                              FILED AUGUST 13, 1998




Section 1                  The name of the Partnership is Seidman Investment
                           Partnership, LP
                           Seidman Investment Partnership II, LP
                           was filed on August 13, 1998, Amendment #1 to Seidman
                           Investment  Partnership II, LP was filed on was filed
                           on September 8, 1998.

Section 6                  Section 6 is hereby amended to add the following
                           people and entities as limited partners:



NAME                                CAPITAL CONTRIBUTION
Valerie Westheimer                          $200,000.
840 Park Avenue
New York, NY 10021

Dr. Thomas Kalman                           $100,000
11 East 87th Street, Apt. 1B
New York, NY 10128


Mr. David F. Halvorsen                      $100,000
Halvorsen Family Partnership, Ltd.
276 Old Kingston Rd.
New Paltz, NY 12561

Jacques Pomeranz                            $200,000
Pound Hollow Rd.
Old Brookville, NY 11545
Chicago, Illinois 60657





Ellen Rosenberg                             $100,000
550 Chestnut Street
#202
Winnetka, IL 60093


Tom Blew                                    $100,000
1409 H South Prairie Ave.
Chicago, IL 60605

Metalle & Weiche Rohstoffe                $1,300,000
Guioliettstrasse 54
Frankfurt D60325

Stephen Sherwin, Living                     $100,000
Trust  dtd 8/5/91
2295 Gulf of Mexico Drive
Apt. 102S
Longboat Key, FL 342228-3258



Section 6                  Section 6 is hereby amended to revise the amount of
                           Capital Contribution for the following people and
                           entities as limited partners:

Eric & Julie Nettere JTWROS                 $250,000.00
36987 Mountville Road
Middleburg, VA


                                            VETERI PLACE CORPORATION, G.P.


                                      By:
                                                  Lawrence B. Seidman, President
                                                  Veteri Place Corporation,
                                                  Certificate of Incorporation
                                                  filed January 6, 1995,
                                                  General Partner of Seidman
                                                 Investment Partnership II, L.P.
Dated:March 4, 1999

STATE OF NEW JERSEY )
                    ) ss:
COUNTY OF MORRIS    )


                  On the day of March,  before me  personally  came  Lawrence B.
Seidman,  to me known, who being by me sworn, did depose and say that he resides
at 19 Veteri Place,  Wayne, New Jersey 07470, that he is the President of Veteri
Place  Corporation,  the General Partner of Seidman  Investment  Partnership II,
L.P.  described in, and which executed the above instrument;  and that he signed
such instrument by order of the Board of Directors of said Corporation.