UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                _________________
                                    FORM 10-K
                                _________________

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                       or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM____ TO ____

                         Commission File number 1-10518

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

       New Jersey                                         22-2553159
-------------------------------                       ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation  or organization)                       Identification No.)

Park 80 West/Plaza Two, Saddle Brook, NJ                            07663
----------------------------------------                            -----
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (201) 703-2265

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

                                                     Name of each exchange on
        Title of Each Class                               which registered
        -------------------                          ------------------------
             None                                          Not Applicable
                           _________________________

           Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                                 --------------
                           Common Stock (no par value)

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

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

     The number of outstanding  shares of the Registrant's  common stock, no par
value per share, as of March 19, 2002, was as follows:


       Class                                  Number of Outstanding Shares
       -----                                  ----------------------------
    Common Stock
    (No par value)                                      6,531,018

The aggregate market value of Registrant's  voting stock (based upon the closing
trade price on March 19, 2002,) held by  non-affiliates  of the  Registrant  was
approximately $127,422,000.

Documents incorporated by reference:

Portions of Registrant's  definitive Proxy Statement for the 2002 Annual Meeting
of Stockholders  are incorporated by reference to Part III of this Annual Report
on Form 10-K.

Portions of Registran's Annual Report to Shareholders for the fiscal year ended
December  31,  2001 are  incorporated  by  reference  to Parts II and IV of this
Annual Report on Form 10-K.


<PAGE>


                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K


PART I                                                                    PAGE

Item 1.   Business.....................................................     1
Item 2.   Properties...................................................     9
Item 3.   Legal Proceedings............................................    10
Item 4.   Submission of Matters to a Vote of Security Holders..........    10

PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters......................................................    11
Item 6.   Selected Consolidated Financial Data.........................    12
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations..........................    14
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk...    14
Item 8.   Financial Statements and Supplementary Data..................    14
Item 9.   Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure....................    14

PART III

Item 10.  Directors and Executive Officers of the Registrant...........    15
Item 11.  Executive Compensation.......................................    16
Item 12.  Security Ownership of Certain Beneficial Owners
            and Management.............................................    16
Item 13.  Certain Relationships and Related Transactions...............    16

PART IV

Item 14.  Exhibits, Financial Statement Schedules
             and Reports on Form 8-K...................................    17

Signatures        .....................................................    18


<PAGE>

                                    PART I
Item 1.  Business

General

     Interchange  Financial Services Corporation (the "Company") is a New Jersey
business  corporation and registered bank holding company under the Bank Holding
Company Act of 1956,  as amended.  It acquired all of the  outstanding  stock of
Interchange Bank (formerly known as Interchange  State Bank), a New Jersey state
chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's
principal  operating  subsidiary.  The Company's  principal  executive office is
located at Park 80 West/ Plaza Two,  Saddle  Brook,  New Jersey  07663,  and the
telephone number is (201) 703-2265.

     As a holding  company,  the Company provides support services to its direct
and indirect  subsidiaries.  These include executive  management,  personnel and
benefits,  risk management,  data  processing,  strategic  planning,  legal, and
accounting and treasury.

     The  Bank,   established  in  1969,  is  a  full-service   commercial  bank
headquartered  in Saddle  Brook,  New  Jersey,  and is a member  of the  Federal
Reserve  System.  It offers  banking  services for  individuals  and  businesses
through its seventeen banking offices and one supermarket  mini-branch in Bergen
County,  New Jersey.  During  2000,  the  Company  opened two  branches,  one in
Waldwick,  New Jersey and another in Ramsey,  New Jersey.  These  newest  branch
locations  link the Company's  service area from Montvale in the east to Oakland
in the west,  giving its northern Bergen County customers  greater access to the
Company's  services.  In 2000,  the Company  closed and  relocated  its Montvale
branch to an improved facility across the street.

     In addition to the Bank,  the Company owns all of the  outstanding  capital
stock of Clover Leaf Mortgage Company, a New Jersey  Corporation  established in
1988,  which is not  currently  engaged in any business  activity.  During 2000,
Washington Interchange  Corporation,  formerly a wholly owned direct subsidiary,
was  merged  into the  Bank.  Subsidiaries  of the  Bank  include:  Clover  Leaf
Investment  Corporation,  established  in 1988 to engage in the  business  of an
investment  company  pursuant to New Jersey law;  Clover Leaf Insurance  Agency,
Inc., established in 1990 to engage in sales of tax-deferred  annuities;  Clover
Leaf  Management  Realty  Corporation,  established  in  1998  as a Real  Estate
Investment  Trust  ("REIT")  which  manages  certain  real estate  assets of the
Company in an effort to take advantage of certain tax benefits;  and Interchange
Capital  Company,  L.L.C.,  established  in 1999 to  engage in  equipment  lease
financing,  specializing in small ticket vendor leasing, and the solicitation of
end users in the  Bank's  current  market.  All of the Bank's  subsidiaries  are
organized  under New Jersey  law and are 100% owned by the Bank,  except for the
REIT which is 99% owned by the Bank.

                                       1

<PAGE>

Banking Operations

     Through  the Bank,  the  Company  offers a wide range of  consumer  banking
products and services,  including:  checking and savings accounts,  money-market
accounts,  certificates of deposit, individual retirement accounts,  residential
mortgages,  home equity lines of credit and other second  mortgage  loans,  home
improvement loans,  automobile loans,  personal loans and overdraft  protection.
The Bank also  offers a VISATM  credit card and  several  convenience  products,
including the Interchange  Check Card,  which permits  customers to access their
checking accounts by using the card when making purchases. The Interchange Check
Card can also be used as an ATM card to perform basic banking transactions.  The
Bank maintains nineteen  automated teller machines  (operating within the MACTM,
PlusTM, HONORTM, CIRRUSTM, VISATM, NYCETM, and MasterCardTM networks), which are
located at eighteen of the banking offices, a supermarket and a college.

     Another  service  offered to customers is Interchange  Bank-Line  Telephone
Banking.  Customers  can perform  basic  banking  transactions,  transfer  money
between  accounts,  make loan  payments  and more by phone from  anywhere in the
world,  at any time of the day or night by calling a toll-free  number - with no
charge for routine services. Also established in 1999, the Interchange Bank-Line
Center is an inbound calling facility  providing  enhanced  customer service via
access to a single source for account and product information,  opening accounts
or even applying for a consumer  loan.  The  Interchange  Bank-Line  Center also
serves as an outbound telemarketing resource, contacting prospective and current
customers for new accounts.

     In July of 2000,  the Bank  announced  the  introduction  of InterBank  for
online  banking.  InterBank,  which is accessed  through the Bank's internet web
site at www.interchangebank.com, allows customers to access account information,
process  transfers between accounts,  generate an account  statement,  pay bills
electronically and more. As discussed herein, the concept of one-stop banking at
InterBank is extended further to include insurance products,  securities trading
and 24 hours a day, 7 days a week loan applications - all of which are available
on the Bank's web site.

     The Bank also is engaged in the  financing of local  business and industry,
providing  credit  facilities  and  related  services  for  smaller  businesses,
typically  those with $1 million to $5 million in annual sales.  Commercial loan
customers of the Bank are businesses ranging from light  manufacturing and local
wholesale and  distribution  companies to  medium-sized  service firms and local
retail businesses.  The Bank offers most forms of commercial lending,  including
working capital lines of credit, small business administration loans, term loans
for fixed asset acquisitions,  commercial  mortgages,  equipment lease financing
and other forms of asset-based financing.

     In addition to its origination  activities,  the Bank purchases packages of
loans.  In 2001 and 2000, the Bank purchased  $18.8 million and $13.5 million of
loans, respectively. These loans were subjected to the Bank's

                                       2

<PAGE>


independent credit analysis prior to purchase.  In the Bank's experience,  there
are  opportunities  to sell  the  Bank's  other  products  and  services  to the
borrowers  whose  loans  are  purchased  by the  Bank.  The Bank  believes  that
purchasing  loans will continue to be a desirable way to augment its  portfolios
as opportunities arise.

     The Bank also  engages in mutual  fund and  annuities  sales and  brokerage
services.  An Investment Services Program is offered through an alliance between
the Bank and the Independent  Community Bankers Association of America Financial
Services Corporation ("ICBAFSC"), under which mutual funds and annuities offered
by ICBAFSC are made  available to the Bank's  customers by Bank  employees.  The
Bank has also expanded its product  offerings by entering into an agreement with
ICBAFSC to offer discount brokerage  services to its customers.  The Bank offers
securities  trading through its web site, which is hyperlinked to U.S.  Clearing
Corp., so that customers can access their  brokerage  accounts via the Internet.
There is also a direct link from the Company's  web site to the NASDAQ  National
Market to allow  investors  to keep  informed  of the daily  quotes  and  market
activity for the Company's  common stock.  The Company's  common stock is listed
for quotation on the NASDAQ National Market System under the symbol IFCJ.

     Deposits of the Bank are insured up to $100,000  per  depositor by the Bank
Insurance  Fund  administered  by  the  Federal  Deposit  Insurance  Corporation
("FDIC").

     Additional information about the Bank and the Company, our core purpose and
values,  and  our  products  and  services  may be  found  on our  web  site  at
www.Interchangebank.com.  Information  contained on our Internet web site is not
part of this  Annual  Report  on Form  10-K  and is not  being  incorporated  by
reference into this report.

Market Areas

     The  Company's   principal  market  for  its  deposit  gathering  and  loan
origination   activities   covers  major   portions  of  Bergen  County  in  the
northeastern corner of New Jersey adjacent to New York City. Bergen County has a
relatively large affluent base for the Company's services. The principal service
areas of the Company is characterized by a diversified mix of stable residential
neighborhoods with a wide range of per household income levels; offices, service
industries and light industrial  facilities;  and large shopping malls and small
retail outlets.

     Over the  years - and most  recently  in 2001- the Bank  conducts  periodic
market research,  utilizing customer satisfaction studies and an outside firm to
shop our branches to keep aware of market trends.  The  information  provided by
the  research is used by the Bank to design new products and services or improve
on existing products and services in order to satisfy our customers' needs.


     Interchange  maintains a  relational  database,  which  enhances the Bank's
internal   marketing   analysis   by   providing   information   about   account
relationships, their activity and their relative value to the Bank.

                                       3

<PAGE>

     Sales quotas and incentives for employees are linked  directly to Bank-wide
goals and are used to motivate  employees  to sell the "right"  products to the
"right" customers.

Competition

     Competition  in the  banking and  financial  services  industry  within the
Company's  primary  market  area is  strong.  The Bank  actively  competes  with
national and state-chartered commercial banks, operating on a local and national
scale,   and  other   financial   institutions,   including   savings  and  loan
associations,  mutual savings banks,  and credit unions.  In addition,  the Bank
faces  competition  from  less  heavily  regulated  entities  such as  brokerage
institutions, money management firms, consumer finance and credit card companies
and  various  other  types  of  financial  services  companies.  Many  of  these
institutions  are larger than the Bank,  and a number pursue  community  banking
strategies similar to those of the Bank.

     Management  believes  that  opportunities  continue to exist to satisfy the
deposit and borrowing needs of small and middle market businesses located in the
Bank's primary  market.  Larger banks continued to show an interest for only the
largest  loans,  and may be challenged to administer  smaller loans  profitably.
Interchange has the desire and the ability to give smaller  businesses the level
of  service  they  require.  Many small  businesses  eventually  become  midsize
businesses,  with a  corresponding  change in their financial  requirements.  As
these businesses grow, they do not outgrow Interchange because of its ability to
be responsive to both small and midsize business  constituencies.  Businesses of
all sizes and professionals of all disciplines have benefited from our extensive
selection of commercial services and products.  For example,  the Business Class
Banking  Account  offers  checking  with a variety of extra  services  including
Interbanking  - a proprietary  product which allows the business  customer to do
routine  business  banking  right from their  office  computer.  And through our
subsidiary,   Interchange  Capital  Company,  L.L.C.,  we  are  able  to  extend
cost-effective  equipment  leasing  solutions  for a variety  of  expansion  and
upgrading  projects.  By designing programs to accommodate the changing needs of
growing businesses,  Interchange is extending the longevity of valuable customer
relationships.

Personnel

     The Company had 217  full-time-equivalent  employees at year-end  2001. The
Company believes its relationship with employees to be good.

Regulation and Supervision

     Banking is a complex,  highly regulated industry.  The primary goals of the
bank  regulatory  scheme are to maintain a safe and sound banking  system and to
facilitate the conduct of sound monetary policy.  In furtherance of those goals,
Congress has created several largely autonomous  regulatory agencies and enacted
myriad  legislation that governs banks,  bank holding  companies and the banking
industry.  Descriptions and references to

                                       4

<PAGE>

the  statutes  and  regulations  below are brief  summaries  thereof  and do not
purport to be complete.  The  descriptions  are  qualified in their  entirety by
reference to the specific statutes and regulations discussed.

The Company

     The Company is a  registered  bank holding  company  under the Bank Holding
Company Act of 1956, as amended (the  "Holding  Company  Act"),  and as such, is
subject to  supervision  and regulation by the Board of Governors of the Federal
Reserve System (the "Federal Reserve "). As a bank holding company,  the Company
is  required  to file an  annual  report  with  the  Federal  Reserve  and  such
additional  information  as the  Federal  Reserve  may  require  pursuant to the
Holding  Company Act and Federal  Regulation Y. The Federal  Reserve may conduct
examinations of the Company or any of its subsidiaries.

     The Holding  Company Act requires every bank holding  company to obtain the
prior approval of the Federal Reserve before it may acquire all or substantially
all of the  assets of any bank  (although  the  Federal  Reserve  may not assert
jurisdiction  in certain bank mergers that are  regulated  under the Bank Merger
Act),  or  ownership  or control of any voting  shares of any bank if after such
acquisition it would own or control  directly or indirectly  more than 5% of the
voting shares of such bank.

     The  Holding   Company  Act  also  provides  that,   with  certain  limited
exceptions,  a bank holding  company may not (i) engage in any activities  other
than those of banking or  managing  or  controlling  banks and other  authorized
subsidiaries  or (ii) own or control  more than five  percent (5%) of the voting
shares of any company that is not a bank,  including any foreign company. A bank
holding  company is  permitted,  however,  to acquire  shares of any company the
activities of which the Federal  Reserve,  after due notice and  opportunity for
hearing,  has  determined  to be so closely  related to banking or  managing  or
controlling  banks as to be a proper incident  thereto.  The Federal Reserve has
issued regulations  setting forth specific activities that are permissible under
the exception.  A bank holding company and its  subsidiaries are also prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.

     Under  certain  circumstances,  prior  approval of the  Federal  Reserve is
required  under the  Holding  Company  Act  before a bank  holding  company  may
purchase or redeem any of its equity securities.

     Traditionally,  the activities of bank holding  companies have been limited
to the  business of banking and  activities  closely  related or  incidental  to
banking.  The  Gramm-Leach-Bliley  Financial Services  Modernization Act of 1999
(the "Modernization  Act"), enacted on November 11, 1999, with an effective date
of March 11,  2000,  expanded  the types of  activities  in which a bank holding
company  may  engage.  Subject to various  limitations,  the  Modernization  Act
generally permits a bank holding company to elect to become a "financial holding
company." A financial  holding company may affiliate with  securities  firms and
insurance  companies

                                       5

<PAGE>

and  engage  in other  activities  that are  "financial  in  nature."  Among the
activities that are deemed "financial in nature" are, in addition to traditional
lending activities,  securities  underwriting,  dealing in or making a market in
securities,   sponsoring  mutual  funds  and  investment  companies,   insurance
underwriting and agency  activities,  certain merchant banking  activities,  and
activities that the Federal Reserve  considers to be closely related to banking.
A bank  holding  company  may  become a  financial  holding  company  under  the
Modernization  Act if each of its subsidiary banks is "well  capitalized"  under
the Federal Reserve  guidelines (See "Capital  Adequacy  Guidelines"  below), is
well  managed  and has at  least  a  satisfactory  rating  under  the  Community
Reinvestment Act. In addition,  the bank holding company must file a declaration
with the  Federal  Reserve  that the bank  holding  company  wishes  to become a
financial  holding company.  A bank holding company that falls out of compliance
with such  requirements may be required to cease engaging in certain  activities
permitted only for financial  holding  companies.  Any bank holding company that
does not elect to become a  financial  holding  company  remains  subject to the
current  restrictions  of the Holding  Company Act.  Presently,  the Company has
chosen not to become a financial holding company.

     In a similar manner, a bank may establish one or more  subsidiaries,  which
subsidiaries  may then  engage  in  activities  that are  financial  in  nature.
Applicable  law and  regulations  provide,  however,  that  the  amount  of such
investments  are generally  limited to 45% of the total assets of the bank,  and
such  investments are not aggregated  with the bank for  determining  compliance
with capital adequacy guidelines. Further, the transactions between the bank and
such a  subsidiary  are  subject to certain  limitations.  (See  generally,  the
discussion of "Transactions with Affiliates" below.)

     Under the  Modernization  Act,  the Federal  Reserve  serves as the primary
"umbrella" regulator of financial holding companies,  with supervisory authority
over each parent company and limited authority over its  subsidiaries.  Expanded
financial  activities of financial holding companies will generally be regulated
according to the type of such financial activity:  banking activities by banking
regulators,  securities  activities  by  securities  regulators,  and  insurance
activities  by  insurance   regulators.   The  Modernization  Act  also  imposes
additional restrictions and heightened disclosure requirements regarding private
information collected by financial institutions. Many, but not all, implementing
regulations under the Modernization Act have been promulgated in final form. The
Company cannot predict the full effect of the new legislation.

Transactions with Affiliates

     The  provisions  of Section  23A of the  Federal  Reserve  Act and  related
statutes place limits on all insured banks (including the Bank) as to the amount
of loans or  extensions  of  credit  to, or  investment  in,  or  certain  other
transactions  with,  their  parent bank  holding  companies  and certain of such
holding  companies'  subsidiaries  and as

                                       6

<PAGE>

to the amount of advances to third parties  collateralized  by the securities or
obligations of bank holding companies or their subsidiaries.  In addition, loans
and  extensions of credit to affiliates of the Bank generally must be secured in
the prescribed amounts.

Capital Adequacy Guidelines

     The Federal  Reserve  issued  guidelines  establishing  risk-based  capital
requirements for bank holding  companies having more than $150 million in assets
and member banks of the Federal  Reserve  System.  The guidelines  established a
risk-based capital framework consisting of (1) a definition of capital and (2) a
system for assigning  risk weights.  Capital  consists of Tier I capital,  which
includes   common   shareholders'   equity  less  certain   intangibles   and  a
supplementary  component  called  Tier  II,  which  includes  a  portion  of the
allowance  for loan  losses.  Effective  October 1, 1998,  the  Federal  Reserve
adopted an amendment to its risk-based  capital  guidelines that permits insured
depository  institutions  to  include  in their Tier II capital up to 45% of the
pre-tax net unrealized  gains on certain  available for sale equity  securities.
All assets and off-balance-sheet items are assigned to one of four weighted risk
categories  ranging from 0% to 100%.  Higher  levels of capital are required for
the categories  perceived as representing the greater risks. The Federal Reserve
established a minimum  risk-based capital ratio of 8% (of which at least 4% must
be Tier I). An institution's  risk-based capital ratio is determined by dividing
its  qualifying  capital  by  its  risk-weighted  assets.  The  guidelines  make
regulatory  capital  requirements more sensitive to differences in risk profiles
among  banking  institutions,  take  off-balance  sheet  items  into  account in
assessing  capital  adequacy,  and  minimize  disincentives  to holding  liquid,
low-risk assets.  Banking  organizations are generally  expected to operate with
capital positions well above the minimum rates.  Institutions with higher levels
of risk, or which experience or anticipate significant growth, are also expected
to operate well above minimum capital  standards.  In addition to the risk-based
guidelines  discussed  above,  the Federal Reserve  requires that a bank holding
company and bank which meet the regulator's  highest performance and operational
standards and which are not  contemplating  or experiencing  significant  growth
maintain a minimum  leverage  ratio  (Tier I capital  as a percent of  quarterly
average  adjusted  assets) of 3%. For those financial  institutions  with higher
levels of risk or that are experiencing or anticipating  significant growth, the
minimum  leverage ratio will be increased.  At December 31, 2001 the Company and
the Bank satisfied these ratios and has been  categorized as a  well-capitalized
institution,  which in the  regulatory  framework for prompt  corrective  action
imposes the lowest level of supervisory restraints. See Note 13 to the Company's
audited Consolidated  Financial Statements for additional  information regarding
the Company's and the Bank's capital adequacy.

Capital adequacy guidelines focus principally on broad categories of credit risk
although the framework for assigning assets and off-balance  sheet items to risk
categories does incorporate elements of transfer risk. The

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<PAGE>


risk-based  capital ratio does not, however,  incorporate other factors that may
affect a company's financial condition,  such as overall interest rate exposure,
liquidity,  funding  and  market  risks,  the  quality  and  level of  earnings,
investment or loan  concentrations,  the quality of loans and  investments,  the
effectiveness  of loan and  investment  policies  and  management's  ability  to
monitor and control financial and operating risks.

     The  Federal  Reserve is vested  with broad  enforcement  powers  over bank
holding  companies  to forestall  activities  that  represent  unsafe or unsound
practices or constitute violations of law. These powers may be exercised through
the issuance of cease and desist orders or other actions. The Federal Reserve is
also empowered to assess civil money penalties  against companies or individuals
that  violate  the Holding  Company  Act, to order  termination  of  non-banking
activities of non-banking  subsidiaries  of bank holding  companies and to order
termination of ownership and control of non-banking subsidiaries by bank holding
companies.  Neither  the  Company  nor any of its  affiliates  has ever been the
subject of any such actions by the Federal Reserve.

The Bank

     As a New Jersey  state-chartered bank, the Bank's operations are subject to
various  requirements  and  restrictions of state law pertaining to, among other
things,  lending limits,  reserves,  interest rates payable on deposits,  loans,
investments,  mergers and  acquisitions,  borrowings,  dividends,  locations  of
branch offices and capital adequacy. The Bank is subject to primary supervision,
periodic  examination and regulation by the New Jersey Department of Banking and
Insurance  ("NJDBI").  If, as a result of an  examination  of a bank,  the NJDBI
determines  that the financial  condition,  capital  resources,  asset  quality,
earnings  prospects,  management,  liquidity,  or other  aspects  of the  bank's
operations are unsatisfactory or that the bank or its management is violating or
has violated any law or regulation, various remedies are available to the NJDBI.
Such remedies  include the power to enjoin  "unsafe and unsound"  practices,  to
require  affirmative  action  to  correct  any  conditions  resulting  from  any
violation or practice,  to issue an administrative  order that can be judicially
enforced, to, among other things, direct an increase in capital, to restrict the
growth of the Bank,  to  assess  civil  penalties  and to  remove  officers  and
directors.  The Bank has never been the  subject of any  administrative  orders,
memoranda of understanding or any other regulatory action by the NJDBI. The Bank
also is a  member  of the  Federal  Reserve  System  and  therefore  subject  to
supervisory  examination by and  regulations of the Federal  Reserve Bank of New
York.

     The  Bank's  deposits  are  insured  by the  Bank  Insurance  Fund  ("BIF")
administered  by the FDIC up to a maximum of $100,000  per  depositor.  For this
protection, the Bank pays a quarterly statutory deposit insurance assessment to,
and is subject to the rules and regulations of, the FDIC.

     The Bank's  ability to pay  dividends is subject to certain  statutory  and
regulatory  restrictions.  The New  Jersey  Banking  Act of  1948,  as  amended,
provides  that no  state-chartered  bank may pay a dividend on its capital

                                       8
<PAGE>


stock unless,  following the payment of each such dividend, the capital stock of
the bank will be  unimpaired,  and the bank will have a surplus of not less than
50% of its capital, or, if not, the payment of such dividend will not reduce the
surplus of the bank.  In  addition,  the payment of  dividends is limited by the
requirement  to meet the  risk-based  capital  guidelines  issued by the Federal
Reserve Board and other regulations.

     Under the FDIC's risk-based  insurance assessment system, each insured bank
is placed in one of nine "assessment risk classifications"  based on its capital
classification and the FDIC's consideration of supervisory  evaluations provided
by the institution's  primary federal  regulator.  Each insured bank's insurance
assessment  rate is then  determined  by the risk  category in which it has been
classified by the FDIC.  There is currently a 27 basis point spread  between the
highest and lowest  assessment  rates, so that banks  classified as strongest by
the FDIC are subject in 2002 to 0% assessment,  and banks  classified as weakest
by the FDIC are subject to an  assessment  rate of 0.27% of total  deposits.  In
addition to its  insurance  assessment,  each  insured bank is subject to a debt
service  assessment  of $0.0182 per one hundred  dollars of deposits  during the
first and  second  quarters  of 2002,  respectively,  to help  recapitalize  the
Savings Association Insurance Fund of the FDIC. During 2001, the Bank's BIF debt
service  assessment rates ranged between 1.84 and 1.96 basis points.  The Bank's
deposit insurance  assessments may increase or decrease  depending upon the risk
assessment  classification  to  which  the Bank is  assigned  by the  FDIC.  Any
increase in  insurance  assessments  could have an adverse  effect on the Bank's
earnings.

     The foregoing is an attempt to summarize some of the relevant  laws,  rules
and regulations governing banks and bank holding companies, but does not purport
to be a complete summary of all applicable laws, rules and regulations governing
banks and bank holding companies.

Item 2.  Properties

     The  Company  leases  twelve  banking  offices,  one  mini-branch  within a
supermarket,  one operations/support  facility and one  administrative/executive
facility.  It also  leases  two  locations  for the sole  purpose  of  operating
Automated Teller Machines. It owns four banking offices and leases land on which
it owns one bank  building.  All of the facilities are located in Bergen County,
New Jersey, which constitutes the Company's primary market area.

     Net investment in premises and equipment  totaled $10.2 million at December
31, 2001. Annual rental payments with respect to the Company's leased facilities
were $1.5 million for the year ended December 31, 2001.

     In the opinion of  management,  the physical  properties of the Company and
its subsidiaries are suitable and adequate and, except for those facilities that
have been secured for future expansion, are being fully utilized.

                                       9
<PAGE>

Item 3.  Legal Proceedings

     In the  ordinary  course of  business,  the  Company is involved in routine
litigation   involving   various  aspects  of  its  business,   none  of  which,
individually  or in the  aggregate,  in the opinion of management  and its legal
counsel,  is  expected  to have a material  adverse  impact on the  consolidated
financial condition, results of operations or liquidity of the Company.

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

     No matters  were  submitted  to a vote of the  Company's  security  holders
through the  solicitation of proxies or otherwise  during the three months ended
December 31, 2001.


                                       10

<PAGE>
                                     Part II
Forward Looking Information

     In  addition  to  discussing  historical  information,  certain  statements
included in or incorporated into this report relate to the financial  condition,
results of  operations  and  business  of the Company  which are not  historical
facts,  but which are "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation Reform Act of 1995. When used herein,  the words
"anticipate,"   "believe,"   "estimate,"  "expect,"  "will"  and  other  similar
expressions are generally intended to identify such forward-looking  statements.
Such  statements  are intended to be covered by the safe harbor  provisions  for
forward-looking  statements  contained  in such Act, and we are  including  this
statement  for  purposes  of  invoking  these  safe  harbor  provisions.   These
forward-looking statements include, but are not limited to, statements about the
operations of the Company,  the adequacy of the  Company's  allowance for losses
associated with the loan portfolio,  the prospects of continued loan and deposit
growth,  and improved credit  quality.  The  forward-looking  statements in this
report involve  certain  estimates or  assumptions,  known and unknown risks and
uncertainties,  many of which are beyond the control of the Company, and reflect
what we currently  anticipate  will happen in each case.  What actually  happens
could differ  materially from what we currently  anticipate will happen due to a
variety of factors, including, among others, (i) increased competitive pressures
among  financial  services   companies;   (ii)  changes  in  the  interest  rate
environment,  reducing interest margins or increasing  interest rate risk; (iii)
deterioration in general economic conditions, internationally, nationally, or in
the State of New Jersey;  (iv) the occurrence of acts of terrorism,  such as the
events of September  11, 2001,  or acts of war; (v)  legislation  or  regulatory
requirements  or changes  adversely  affecting the business of the Company,  and
(vi)  losses  in  the  Company's  leasing  subsidiary   exceeding   management's
expectations,  and (vii)  other risks  detailed in reports  filed by the Company
with the  Securities  and Exchange  Commission.  Readers  should not place undue
expectations on any forward-looking statements. We are not promising to make any
public announcement when we consider forward-looking statements in this document
to be no longer accurate, whether as a result of new information,  what actually
happens in the future or for any other reason.


Item 5.Market for the Registrant's Common Equity and Related Stockholder Matters

     The Company's  common stock is presently listed for quotation on the NASDAQ
National Market System under the symbol "IFCJ."  Effective January 17, 2001, the
Company  de-listed its common stock from trading on the American Stock Exchange,
which had been trading under the symbol "IFC". Contemporaneous with this action,
the Company's  common stock became  listed for quotation on the NASDAQ  National
Market

                                       11
<PAGE>

System. On January 16, 2001, the Company issued a press release to report
this change. At February 15, 2002, there were  approximately  1,129 shareholders
of record.  A portion of the Company's  common stock is held in "street name" by
nominees for beneficial owners, so the actual number of shareholders is probably
higher. The following table sets forth, for the periods indicated,  the reported
high and low sales prices by quarter:

<PAGE>
<TABLE>
<CAPTION>

Table 13
--------------------------------------------------------------------------------
Quarterly Common Stock Price Range
for the years ended December 31,
--------------------------------------------------------------------------------

The Company's common stock is quoted on the NASDAQ National Market System under
the symbol "IFCJ."


                                    High          Low         Cash
                                    Sales        Sales      Dividends
                                    Price        Price      Declared
                                   -------      -------     ----------
<S>                                <C>           <C>       <C>
1999
          First quarter  . . . .    $17.50       $16.00         $0.120
          Second quarter . . . .     17.38        15.50          0.120
          Third quarter  . . . .     19.63        16.63          0.120
          Fourth quarter . . . .     18.13        16.13          0.120

2000
          First quarter  . . . .    $17.50       $13.63         $0.125
          Second quarter . . . .     14.38        12.13          0.125
          Third quarter  . . . .     13.75        12.00          0.125
          Fourth quarter . . . .     15.00        12.94          0.125

2001
          First quarter  . . . .    $18.88        $13.75        $0.135
          Second quarter . . . .     18.35         14.94         0.135
          Third quarter  . . . .     18.62         17.36         0.135
          Fourth quarter . . . .     19.72         17.55         0.135

The number of stockholders of record as of February 15, 2002 was 1,129.
-----------------------------------------------------------------------

</TABLE>

     A cash  dividend of $0.125 and $0.135 was  declared  on each  common  share
outstanding in each quarter during 2000 and 2001, respectively.  In 2000, a cash
dividend  of $0.12  was paid in the first  quarter  and  $0.125  was paid in the
second, third and fourth quarters.

     The Company intends, subject to its financial results, contractual,  legal,
and regulatory  restrictions,  and other factors that its Board of Directors may
deem relevant,  to declare and pay a quarterly cash dividend on its common stock
in the future.  The  principal  source of the funds to pay any  dividends on the
Company's common stock is dividends  received from the Bank. Certain federal and
state regulators  impose  restrictions on the payment of dividends by banks. See
"Business - Supervision and Regulation" for a discussion of these restrictions.

Item 6. Selected Consolidated Financial Data

     The  following  selected  financial  data are  derived  from the  Company's
audited  Consolidated  Financial  Statements.  The  information  set forth below
should be read in conjunction with the Consolidated Financial Statements and the
Notes thereto and "Management's  Discussion and Analysis of Financial  Condition
and

                                       12

<PAGE>


Results of Operations." The Consolidated  Statements of Financial  Condition
as of December 31, 2001 and 2000,  and the  Consolidated  Statements  of Income,
Changes  in  Stockholders'  Equity  and Cash  Flows for each of the years in the
three-year  period ended  December 31, 2001 and the report thereon of Deloitte &
Touche LLP are  included  on pages 28 through 47 of the  Company's  2001  Annual
Report to Shareholders filed as Exhibit 13 hereto,  which pages are incorporated
herein by reference.

<PAGE>

Item 6. Selected Consolidated Financial Data
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Years Ended December 31,
----------------------------------------------------------------------------------------------------------------------------
                                                                        2001        2000       1999        1998       1997
                                                                      --------    --------   --------    --------   --------
<S>                                                                   <C>         <C>        <C>         <C>        <C>
Income Statement Data (in thousands)
     Interest income                                                   $57,402     $55,621    $49,054     $48,766    $45,265
     Interest expense                                                   23,444      24,227     18,783      19,864     18,566
                                                                      --------    --------   --------    --------   --------
       Net interest income                                              33,958      31,394     30,271      28,902     26,699
     Provision for loan losses                                           1,075         750      1,200         951      1,653
                                                                      --------    --------   --------    --------   --------
       Net interest income after provision for losses                   32,883      30,644     29,071      27,951     25,046
     Non-interest income                                                 5,578       4,381      5,586       4,982      4,819
     Non-interest expenses                                              22,873      21,177     20,063      19,416     17,655
                                                                      --------    --------   --------    --------   --------
       Income before income taxes                                       15,588      13,848     14,594      13,517     12,210
     Income Taxes                                                        5,048       4,592      4,959       4,908      4,285
                                                                      --------    --------   --------    --------   --------
     Net income                                                        $10,540     $ 9,256    $ 9,635     $ 8,609    $ 7,925
                                                                      =========   ========   ========    ========   ========

Per Share Data
    Before acquisition costs
     Basic earnings per common share                                     $1.62       $1.42      $1.37       $1.32      $1.11
     Diluted earnings per common share                                    1.61        1.41       1.36        1.31       1.10
    After acquisition costs
     Basic earnings per common share                                      1.62        1.42       1.37        1.20       1.11
     Diluted earnings per common share                                    1.61        1.41       1.36        1.19       1.10
     Cash dividends declared                                              0.54        0.50       0.48        0.40       0.36
     Book value--end of year                                             10.56        9.49       8.66        8.66       7.86
     Tangible book value--end of year                                    10.56        9.48       8.60        8.56       7.71
     Weighted average shares outstanding (in thousands)
       Basic                                                             6,519       6,540      7,031       7,189      7,132
       Diluted                                                           6,548       6,558      7,062       7,237      7,222

Balance Sheet Data--end of year (in thousands)
     Total assets                                                     $830,949    $770,244   $706,125    $685,364   $625,050
     Securities held to maturity and securities available for sale     193,902     l61,354    161,889     149,930    135,997
     Loans                                                             581,323     560,879    511,976     478,717    438,273
     Allowance for loan losses                                           6,569       6,154      5,476       5,645      5,231
     Total deposits                                                    726,483     668,860    598,992     598,732    540,765
     Securities sold under agreements to repurchase                      6,700      18,500     16,431       8,780     13,028
     Short-term borrowings                                              18,100      13,000     13,975       9,768          -
     Long-term borrowings                                                    -           -     13,000           -      9,876
     Total stockholders' equity                                         68,233      61,984     58,276      62,372     56,130

Selected Performance Ratios
    Before acquisition costs
     Return on average total assets                                       1.31 %      1.24 %     1.39 %      1.44 %     1.33 %
     Return on average total stockholders' equity                        16.06       16.18      15.52       16.05      14.95
    After acquisition costs
     Return on average total assets                                       1.31        1.24       1.39        1.31       1.33
     Return on average total stockholders' equity                        16.06       16.18      15.52       14.53      14.95
    Dividend Payout                                                      33.37       35.24      35.04       32.81      30.08
    Average total stockholders' equity to average total assets            8.13        7.64       8.99        9.00       8.89
    Net yield on interest earning assets (taxable equivalent)             4.49        4.41       4.61        4.61       4.77
    Efficiency ratio (1)                                                 57.46       58.52      56.81       53.59      56.47
    Non-interest income to average total assets                           0.69        0.56       0.77        0.75       0.80
    Non-interest expenses to average total assets                         2.83        2.83       2.90         .95       2.96

Asset Quality--end of year (in thousands)
     Nonaccrual loans to total loans                                      0.37 %      0.25 %     0.22 %      0.25 %     0.35 %
     Nonperforming assets to total assets                                 0.34        0.21       0.22        0.26       0.33
     Allowance for loan losses to nonaccrual loans--end of year         304.12      441.15     491.12      471.20     345.51
     Allowance for loan losses to total loans--end of year                1.13        1.10       1.07        1.18       1.19
     Net charge-offs to average loans                                     0.11        0.01       0.28        0.12       0.10

Liquidity and Capital
     Average loans to average deposits                                   81.77 %     82.81 %    81.79 %     81.06 %    78.09 %
     Total stockholders' equity to total assets                           8.21        8.05       8.25        9.10        8.9
     Tier I capital to risk weighted assets                              11.74       11.75      12.72       13.80      13.19
     Total capital to risk weighted assets                               12.89       12.92      13.91       15.12      14.44
     Tier I capital to average assets                                     8.09        8.02       8.32        9.08       8.79

<FN>
----------------------------------------------------------------------------------------------------------------------------
(1)  Information for this period has been restated to reflect the Company's acquisition of The Jersey Bank for Savings, which
     was completed on May 31, 1998 and was accounted for as a pooling of interests.

(2) The efficiency ratio is calculated by dividing  non-interest  expenses, excluding merger-related charges, amortization of
    intangibles and net expense of foreclosed  real estate by net interest  income (on a fully taxable equivalent basis) and
    non-interest  income,  excluding gains on sales of loans, securities and loan servicing.
</FN>

</TABLE>

                                       13


<PAGE>

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

     The information contained in the section entitled "Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations"  on pages 13
through 27 of the Company's 2001 Annual Report to Shareholders  filed as Exhibit
13 hereto is incorporated herein by reference.


Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

     The  information  regarding  the  market  risk of the  Company's  financial
instruments,  contained in  "Management's  Discussion  and Analysis of Financial
Condition and Results of  Operations"  on page 24 of the  Company's  2001 Annual
Report to  Shareholders  filed as  Exhibit 13 hereto is  incorporated  herein by
reference.

Item 8.  Financial Statements and Supplemental Data

     The  financial  statements  required  by  this  Item  are  included  in the
Company's  2001 Annual Report to  Shareholders  on pages 28 through 47, filed as
Exhibit 13 hereto and incorporated herein by reference.

                                                                Page of Annual
                                                                   Report to
                                                                 Stockholders
                                                                --------------
    Report of Independent Public Accountants                          28
    Interchange Financial Services Corporation and Subsidiaries
       Consolidated Balance Sheets                                    29
       Consolidated Statements of Income                              30
       Consolidated Statements of Changes in Stockholders' Equity     31
       Consolidated Statements of Cash Flows                          32
       Notes to Consolidated Financial Statements (Notes 1 - 21)    33 - 47

     No supplementary data is included in this report as it is inapplicable, not
required,  or the information is included elsewhere in the financial  statements
or notes thereto.

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

         Not applicable

                                       14

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers
         a.  Directors

               The  information  contained  in the  section  entitled  "Nominees
         and Directors" in the Company's  definitive  Proxy  Statement for its
         2002 Annual  Meeting of  Stockholders,  to be filed not later than 120
         days after the close of the Company's  fiscal year, is incorporated
         herein by reference in response to this item.

         b.  Executive Officers

               The following table sets forth the names,  ages, and present
         positions of the Company's and the Bank's principal executive officers:

Name                   Age  Positions Held with the Company and the Bank
----                   ---  -----------------------------------------------
ANTHONY S. ABBATE...... 62  President and Chief Executive Officer
ANTHONY J. LABOZZETTA.. 38  Executive Vice President and Chief Financial Officer
FRANK R. GIANCOLA ..... 48  Senior Vice President--Operations
PATRICIA  D. ARNOLD ... 43  Senior Vice Presiden--Chief Credit Officer

Business Experience

     ANTHONY S. ABBATE,  President and Chief Executive Officer of the Bank since
1981;  Senior Vice  President and Controller  from October 1980.  Engaged in the
banking industry since 1959.

     ANTHONY J. LABOZZETTA, Executive Vice President and Chief Financial Officer
since September 1997; Treasurer from 1995. Engaged in the banking industry since
1989.  Formerly  a  senior  manager  with  an  international   accounting  firm,
specializing in the financial services industry.

     FRANK R. GIANCOLA, Senior Vice President - Operations since September 1997;
Senior Vice President-Retail Banking from 1993; Senior Vice President-Operations
of  the  Bank  from  1984;   Senior   Operations   Officer   from   1982;   Vice
President/Branch  Administrator from 1981. Engaged in the banking industry since
1971.

     PATRICIA D. ARNOLD, Senior Vice President - Commercial Lending since August
1997; First Vice President from 1995;  Department Head Vice President from 1986;
Assistant Vice President from 1985; Commercial Loan Officer-Assistant  Treasurer
from 1983. Engaged in the banking industry since 1981.

     Officers are elected  annually by the Board of  Directors  and serve at the
discretion  of the Board of  Directors.  Management  is not aware of any  family
relationship between any director or executive officer. No executive officer was
selected to his or her position  pursuant to any  arrangement  or  understanding

                                       15

<PAGE>

with any other person.

         c.  Compliance  with  Section  16(a)
               Information  contained in the section entitled "Compliance with
         Section 16(a) of the Securities Exchange Act of 1934" in the  Company's
         definitive  Proxy  Statement  for its 2002 Annual  Meeting of
         Stockholders,  to be  filed  not  later  than 120 days  after  the
         close of the Company's fiscal year, is incorporated herein by reference
         in response to this item.

Item 11. Executive Compensation

     Information  contained in the section entitled "Executive  Compensation" in
the  Company's  definitive  Proxy  Statement  for its  2002  Annual  Meeting  of
Stockholders,  to be  filed  not  later  than 120 days  after  the  close of the
Company's  fiscal year, is incorporated  herein by reference in response to this
item.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  contained in the section  entitled  "Amount and Nature of
Beneficial  Ownership" in the Company's  definitive Proxy Statement for its 2002
Annual  Meeting of  Stockholders,  to be filed not later than 120 days after the
close of the  Company's  fiscal  year,  is  incorporated  herein by reference in
response to this item.

Item 13.  Certain Relationships and Related Transactions

     The  information  contained  in the  section  entitled  "Transactions  with
Management"  in the  Company's  definitive  Proxy  Statement for its 2002 Annual
Meeting of Stockholders,  to be filed not later than 120 days after the close of
the Company's  fiscal year, is  incorporated  herein by reference in response to
this item.

                                       16
<PAGE>

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a)  The following documents are filed as part of this Report:

              1. Financial Statements:  The Financial Statements listed under
                 Item 8 to this Report are set forth at pages 29 through 32,and
                 the Notes to Consolidated Financial Statements are set forth
                 at pages 33 through 47,of the Annual Report to Shareholders for
                 2001 (See Exhibit 13 under paragraph(a)3 of this Item 14).

              2. Financial Statement Schedules:  All required schedules for the
                 Company and its subsidiaries have been included in the
                 Consolidated Financial Statements or related Notes thereto.

              3. Exhibits:  Exhibits followed by a parenthetical reference are
                 incorporated by reference herein from the document described in
                 such parenthetical reference.

                 Exhibit 3(a) Certificate of Incorporation of Registrant,
                              as amended (Incorporated by reference to Exhibit 3
                              to Form S-4,filed April 27, 1998, Registration
                              Statement No. 333-50065)

                 Exhibit 3(b) Bylaws of registrant (Incorporated by reference
                              to Exhibit 3(b) to Form S-2, filed July 22, 1992,
                              Registration Statement No. 33-49840)

               * Exhibit 10(a) Agreement for legal services between Andora and
                               Romano and Registrant,dated April 26, 2001

              (1) Exhibit 10(b) Outside Director Incentive Compensation Plan
                  Form S-8, filed June 26, 2000, Registration Statement
                  No. 33-40098

              (1) Exhibit 10(c) Stock Option and Incentive Plan of 1997
                  (Incorporate by reference to Exhibit 4(c) to Form S-8, filed
                  September 30, 1997, Registration Statement No. 33-82530)

               *  Exhibit 10(d) Directors' Retirement Plan (as Amended 2002)

              (1) Exhibit 10(e)  Executives' Supplemental Pension Plan
                  (Incorporated by reference to Exhibit 10(i)(4) to Annual
                  Report on Form 10-K for fiscal year ended December 31, 1994)

               *  Exhibit 10(f) Change-in-Control Agreements for the
                  Registrant's principal executive officers, and Amendment dated
                  June 14, 2001

               *  Exhibit 11  Statement regarding Computation of per share
                  earnings

               *  Exhibit 13  Portion of the Annual Report to Shareholders for
                  the year ended December 31, 2001

               *  Exhibit 21  Subsidiaries of Registrant

               *  Exhibit 23  Independent Auditors' Consent of Deloitte &
                  Touche LLP

         (b) Reports on Form 8-K during the quarter ended December 31, 2001:

                  The Company filed a Current Report on Form 8-K on December 28,
                  2001. Item 5 of  the referenced Current Report contained  the
                  press release announcing  that it has signed a definitive
                  agreement with Monarch Capital Corporation ("Monarch"), to
                  purchase substantially all of Monarch's assets and liabilities

         ______________________________
         (1)  Pursuant to Item 14(a) - 3 of Form 10-K, this exhibit represents a
              management contract or compensatory plan or arrangement required
              to be filed as an exhibit to this Form 10-K pursuant to Item 14(c)
              of this item.

  *    Filed herewith

                                       17

<PAGE>

                                   SIGNATURES

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

                   Interchange Financial Services Corporation

By: /s/ Anthony S. Abbate                  By: /s/ Anthony Labozzetta
-------------------------------------      ------------------------------
Anthony S. Abbate                          Anthony Labozzetta
President and Chief Executive Officer      Executive Vice President and
                                           Chief Financial Officer
(principal executive officer)              (principal financial and accounting
                                           officer)


March 28, 2002

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

/s/Anthony S. Abbate                      /s/Anthony Labozzetta
-------------------------------------     -------------------------------------
Anthony S. Abbate      March 28, 2002     Anthony Labozzetta      March 28, 2002
  Director                                  Executive Vice President and
  President and Chief Executive Officer     Chief Financial Officer

/s/Anthony D. Andora                      /s/Nicholas R. Marcalus
-------------------------------------     --------------------------------------
Anthony D. Andora      March 28, 2002     Nicholas R. Marcalus    March 28, 2002
  Director                                  Director
  Chairman of the Board

/s/Donald L. Correll                      /s/Eleanore S. Nissley
-------------------------------------     --------------------------------------
Donald L. Correll      March 28, 2002     Eleanore S. Nissley     March 28, 2002
  Director                                  Director

/s/Anthony R. Coscia                      /s/Jeremiah F. O'Connor
-------------------------------------     --------------------------------------
Anthony R. Coscia      March 28, 2002     Jeremiah F. O'Connor    March 28, 2002
  Director                                  Director

/s/John J. Eccleston                      /s/Robert P. Rittereiser
-------------------------------------     --------------------------------------
John J. Eccleston      March 28, 2002     Robert P. Rittereiser   March 28, 2002
  Director                                 Director

/s/David R. Ficca                         /s/Benjamin Rosenzweig
------------------------------------      --------------------------------------
David R. Ficca         March 28, 2002     Benjamin Rosenzweig     March 28, 2002
  Director                                 Director

/s/James E. Healey
-------------------------------------
James E. Healey        March 28, 2002
  Director


                                       18