Exhibit 10.3




                         AMENDED AND RESTATED

                     AGREEMENT OF LIMITED PARTNERSHIP


                                  OF
                SEIDMAN INVESTMENT PARTNERSHIP, L.P.


                           JANUARY 5, 1995


                        AMENDED AND RESTATED

                   AGREEMENT OF LIMITED PARTNERSHIP

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                            Table of Contents



         1.
         Definitions............................................................
                  (a)     "Act".................................................
                  (b)     "Affiliate"...........................................
                  (c)     "Agreement"...........................................
                  (d)     "Capital Account"....................................
                  (e)     "Certificate".........................................
                  (f)     "Code"................................................
                  (g)     "Fiscal
                          Period"...............................................
                  (h)     "Fiscal Quarter"......................................
                  (i)     "Fiscal Year".........................................
                  (j)     "General Partner Percentage".........................
                  (k)     "Net Profit".........................................
                  (l)     "Net Loss"........................................
                  (m)     "Partnership Percentage".............................


         2.       Organization.................................................

         3.       Name of
                  Partnership...................................................

         4.       Principal Office, Resident Agent,
                  Registered Office.............................................

         5.       Term of the Partnerships......................................

         6.       Purposes......................................................

         7.       Contributions of the
                     Partners; New Partners.....................................
         8.       Capital
                  Accounts......................................................

         9.       Adjustments to Capital Accounts...............................

         10.      Hot  Issues...................................................

         11.      Valuation.....................................................

         12.      Determination by General Partners of
                  Certain Matters...............................................

         13.      Liability of Partners.........................................

         14.      Rights and Duties of General Partner..........................


         15.      Expensess.....................................................

         16.      Administrative Fee............................................

         17.      Limitation on Power of Limited Partners.......................

         18.      Other Business
                  Ventures......................................................

         19.      Limitation on Assignability of Interests
                  of Limited
                  Partners......................................................

         20.      Withdrawals by the Limited Partners...........................

         21.      Withdrawal by the General Partner and

                  Affiliates....................................................

         22.      Dissolution and Winding Up of the

                  Partnership...................................................

         23.      Accounting and
                  Reports.......................................................

         24.      Books and
                  Records.......................................................

         25.      Indemnification...............................................

         26.      Amendment of Partnership Agreement............................

         27.      Notices.......................................................

         28.      Agreement Binding on Successors
                  and Assigns...................................................

         29.      Governing Law.................................................

         30.      Consents......................................................

         31.      Miscellaneous.................................................

<PAGE>


                                 AMENDED AND RESTATED

                          AGREEMENT OF LIMITED PARTNERSHIP OF

                           SEIDMAN INVESTMENT PARTNERSHIP, L.P.



         THIS AMENDED AND RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP of Seidman
Investment Partnership,  L.P. (the "Partnership"),  dated as of January 5, 1995,
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----------------, 1995.

         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 February 15, 1995, 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.

<PAGE>

                  (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 Partners
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  fiscal  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 cause 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.

<PAGE>

         3.       Name of Partnership.

         The name of the Partnership  shall be Seidman  Investment  Partnership,
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 1235A Route 23 South, Wayne,
 New Jersey
or any other place determined by the General Partner.  The  Partnership's  phone
number is (201)  633-7900.  The name and  address  of the  registered  agent for
service  of process in the State of New Jersey is  Lawrence  B.  Seidman,  1235A
Route 23 South,  Wayne,  NJ 07470.  The address of the registered  office of the
Partnership  in the State of New Jersey is c/o Lawrence B. Seidman,  1235A Route
23 South, Wayne, New Jersey 07470.

         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 all of the General  Partners  ceasing to be general
partners 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

<PAGE>

 after the commencement  thereof;  or the  appointment  of a trustee, receiver,
 or liquidator for such General Partner or all or any substantial part of it
 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 a General Partner; or

                           (K)  the entry by a court of competent jurisdiction
 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 remaining  General
Partner  shall be  permitted to carry on the  business of the  Partnership  upon
written  notice  provided  to all  Partners  of the  decision  to  continue  the
Partnership's  business.  Each Limited Partner shall have the right for a period
of thirty (30) days from the date of the written notice (the "Election  Period")
to elect to withdraw from the Partnership as of ten (10) days after the last day
of the  Election  Period.  The Limited  Partner  will  receive the proceeds of a
withdrawal  made pursuant to this  subsection (b) within ninety (90) days of the
date of  withdrawal.  The amount of such proceeds  will be calculated  after the
adjustments to his capital account provided for in Section 9 hereof,  made as if
the withdrawal date were the end of a Fiscal Year.

         (c) If any one or more of the termination events listed in this Section
5 occurs,  and if the  remaining  General  Partner  chooses  not to carry on the
business of the  Partnership in accordance with the provisions of subsection (b)
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  is  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.

<PAGE>


         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:

         (a) Subject to the  provisions  of  subsections  (c) and (d) and (f) of
this  Section 9, Net  Profit of the  Partnership  for the  Fiscal  Year shall be
credited as follows:

                  (i)  Twenty percent (20%) of the Net Profit shall be
 reallocated to the General Partner for each  Fiscal
Year as a  "Incentive Allocation".

                  (ii)  The  remaining  Net  Profit  shall be  allocated  to the
Partners in proportion to their Capital Accounts.

         (b) Net Loss of the  Partnership  for the Fiscal  Year shall be debited
against the Capital  Account of each Partner in  proportion to and in accordance
with the  balance in the Capital  Account of the Partner  until the value of any
Partners' Capital account becomes zero.  Thereafter,  any remaining Net Loss for
the Fiscal Year shall be debited to Partners having  positive  balances in their
Capital  accounts  in  proportion  to those  balances,  until  the value of each
Partner's Capital Account becomes zero.  Thereafter,  any remaining Net Loss for
the Fiscal Year shall be debited to the General  Partner in accordance with each
General Partner's General Partner Percentage for the Fiscal Period.

<PAGE>

         (c) In the  event  that  the  Capital  Account  of one or more  General
Partner has a negative balance,  one hundred percent (100%) of the Net Profit of
the  Partnership  for the  Fiscal  Period  shall be  credited  to those  General
Partners whose Capital Accounts have negative  balances in accordance with their
respective  General  Partner  Percentages  until no General Partner shall have a
negative Capital Account balance.

         (d) Anything in this Section 9 to the contrary notwithstanding,  if any
Net Losses  are  allocated  to the  account of any  Limited  Partner,  each such
Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net
Profits  of the  Partnership,  in an amount  in  proportion  to his  Partnership
Percentage,  until such Net Loss shall have been  eliminated.  The amount of Net
Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce,
the amount of Net Profits  otherwise  allocable  to the General  Partners as the
Incentive  Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner
who is entitled to a  Recoupment  Allocation  shall  withdraw any portion of his
Capital  Account,  the amount of  Recoupment  Allocation to which he is entitled
shall be reduced in proportion to the amount of capital withdrawn.

         (e) The  amount  of any  withdrawal  made by the  Partner  pursuant  to
Section 21 or Section 22 of this Agreement  shall be debited against the Capital
Account of that Partner.

         (f)  Allocations  of Net  Profit  or Net Loss for a Fiscal  Period,  if
necessary,   shall  be  made  in  accordance  with  each  Partner's  Partnership
percentage,  adjusted as provided in paragraph  (a) of this Section 9 at the end
of the Fiscal Year,  provided  that the  "Incentive  Allocation"  may not exceed
twenty percent (20%) of the Net Profit for the Fiscal Year.

         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)a 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.

<PAGE>

         (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.

<PAGE>

         (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;

<PAGE>

                  (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  Partnership  shall pay the  General  Partner as of the end of each
Fiscal Quarter of the Partnerhship an administrative fee at an annual rate equal
to 1% of the value of the Partnership's assets.

         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.

<PAGE>

         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 one hundred  eighty  (180) 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

<PAGE>


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
one hundred  eighty (180) 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) Each  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
Partners  and  their  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)  Any or all of the  General  Partners  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 Partners 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;

<PAGE>

         (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.

<PAGE>

         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.

<PAGE>

         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.

<PAGE>


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



                                                 GENERAL PARTNER

                                                 VETERI PLACE CORPORATION


                                      By:/s/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




/s/Lawrence B. Seidman

<PAGE>




                                  AMENDMENT #1
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                      SEIDMAN INVESTMENT PARTNERSHIP, L.P.

Section 1                 The Name of the Partnership is Seidman Investment
Partnership, L.P., which was filed with the Secretary of State on
January 17, 1995.

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

NAME                                        CAPITAL CONTRIBUTION

James J. Gallagher, Ph.D,
TTEE Gallagher Living
Trust DTD 11/30/92
3636 Paradise dr.
Tiburon, CA 94920                                    $200,000.00

Robert Kaplus, G.P.
Kaplus Hanover Associates
4 Pewter Lane
New Providence, NJ 07974                             $125,000.00

Russ Ketron, TTEE
The Ketron Family Trust DTD 10/20/89
33 San Miguel Way
Novato, CA 94945                                      $50,000.00

Louis M. Rogow, M.D.  &
Enid Z. Rogow
P. O. Box 57
211 Post Rd.
Bernardsville, NJ 07924                              $100,000.00

Seidman and Associates, L.L.C.                       $100,000.00
100 Misty Lane
Parsippany, NJ 07054
                                                     VETERI PLACE CORPORATION

Dated: November 21, 1996                    By:
                                             /s/Lawrence B. Seidman, President

<PAGE>

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

         On the 21 day of November,  1996, 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 described in and which executed the above instrument; and that
he  signed  such  instrument  by  order  of  the  Board  of  Directors  of  said
Corporation.


                                                       /s/ Ruth W. Rivkind
                                                       A Notary Public of the
                                                       State of New Jersey
                                                       My Commission Expires
                                                       February 14, 2001



                                  AMENDMENT #2
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                      SEIDMAN INVESTMENT PARTNERSHIP, L.P.
                             FILED JANUARY 17, 1995

Section 1          The Name of the Partnership is Seidman Investment
Partnership, L.P., which was filed with the Secretary of State on
January 17, 1995 and Amendment #1 was filed on November 25, 1996.

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

NAME                                        CAPITAL CONTRIBUTION

Richard Greenberg
100 Misty Lane
Parsippany, NJ 07054                                 $250,000.00

Robert Kessler
40 Warren St.
Paterson, NJ 07524                                   $100,000.00

Marci Parejo Irrevocable Trust                       $125,000.00
Sharon E. Sigesmund Trustee U/A/D9/10/92
2859 Queens Courtyard Dr.
Las Vegas,NV 89109

Ross Zeltzer Irrevocable Trust                       $125,000.00
Sharon E. Sigesmund Trustee U/A/D9/10/92
2859 Queens Courtyard Dr.
Las Vegas,NV 89109

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

James J. Gallagher, Ph.D.                            $300,000.00
Gallagher Family Limited
Partnership #1
3636 Paradise Dr
Tiburon, CA 94920
<PAGE>

Robert Kaplus, G.P.                                  $150,000.00
Kaplus Hanover Associates
4 Pewter Lane
New Providence, NJ 07974

Russ Ketron, TTEE                                    $120,000.00
The Ketron Family Trust DTD 10/20/89
33 San Miguel Way
Novato, CA 94945

Louis M. Rogow, M.D.  &                              $200,000.00
Enid Z. Rogow
P. O. Box 57
211 Post Rd.
Bernardsville, NJ 07924

                                            VETERI PLACE CORPORATION

Dated: September 8, 1998                   By:
                                             /s/Lawrence B. Seidman, President
                                             Veteri Place Corporation
                                             Certificate of Incorporation filed
                                             January 6, 1995
<PAGE>

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

     On the 8th 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,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.


                                                       /s/ Ruth W. Rivkind
                                                       A Notary Public of the
                                                       State of New Jersey
                                                       My Commission Expires
                                                       February 14, 2001


                                  AMENDMENT #3    Filed Mar 5 1999
                             TO LIMITED PARTNERSHIP
                                 CERTIFICATE OF
                      SEIDMAN INVESTMENT PARTNERSHIP, L.P.
                             FILED JANUARY 17, 1995

Section 1                  The name of the Partnership is Seidman Investment
                           Partnership, L.P.  Seidman Investment Partnership,
                           L.P. was filed with the Secretary of State on
                           January 17, 1995,
                           Amendment #1 was filed on November 25, 1996
                           and Amendment #2 was filed on September 10, 1998.

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

NAME                                CAPITAL CONTRIBUTION
Debra Rolandelli                    $100,000.00
60 Camilla Dr.
Wayne, NJ 07470

M.C.P./Schatten Investment          $100,000.00
Partnership
12 Vreeland Avenue
Totowa, NJ 07512


                                            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, L.P.

Dated:March 4, 1999








STATE OF NEW JERSEY )
                    ) ss:
COUNTY OF MORRIS    )
                  On the day of , 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,  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.