Exhibit 10(d). Directors' Retirement Plan



                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                           DIRECTORS' RETIREMENT PLAN
                                (AS AMENDED 2002)


                         Restated as of January 1, 2002





<PAGE>

                                Table of Contents

                                                                          Page
FOREWORD     ............................................................ iii

SECTION 1    DEFINITIONS................................................   1

SECTION 2    PARTICIPATION..............................................   3
   2.1       Commencement of Participation..............................   3
   2.2       Information at Participation...............................   3
   2.3       Continuation of Participation..............................   3

SECTION 3    RETIREMENT BENEFITS........................................   4
   3.1       Entitlement to Benefits....................................   4
   3.2       Amount of Benefits.........................................   4
   3.3       Form of Benefit Payments...................................   5
   3.4       Death Benefit..............................................   6
   3.5       Life Insurance Policies or Annuity Contracts...............   7
   3.6       Unfunded Plan..............................................   7

SECTION 4    MISCELLANEOUS.............................................    8
   4.1       Restriction Against Assignment............................    8
   4.2       Payments in the Event of Incompetence.....................    8
   4.3       No Right to Continue as Director..........................    8
   4.4       Discharge of Plan Obligations.............................    9
   4.5       Successor Company.........................................    9

SECTION 5    ADMINISTRATION OF THE PLAN................................    10
   5.1       Administration of the Plan................................    10
   5.2       Responsibility of Committee...............................    10
   5.3       Claims Procedure..........................................    10
   5.4       Limitation on Liability...................................    11
   5.5       Agent for Service of Process..............................    11

                                       i

<PAGE>

SECTION 6    AMENDMENT OF THE PLAN.....................................    12
   6.1       Plan Amendments...........................................    12

SECTION 7    DISCONTINUANCE OF THE PLAN................................    13
   7.1       Termination of Plan.......................................    13

SECTION 8    CONSTRUCTION OF THE PLAN..................................    14
   8.1       Construction of the Plan..................................    14
   8.2       Headings..................................................    14

                                       ii

<PAGE>



                                    FOREWORD

Effective  as of August 1,  1994,  Interchange  Financial  Services  Corporation
adopted the Interchange  Financial Services  Corporation  Directors'  Retirement
Plan (the "Plan").

The Plan is intended to promote the interest of  Interchange
Financial Services Corporation and its affiliates by providing retiring eligible
members of its Board of  Directors  and the Board of  Directors  of  Interchange
Bank,  a  subsidiary  of  Interchange  Financial  Services   Corporation,   with
retirement income.

The Interchange  Financial Services Corporation  Directors'  Retirement Plan (As
Amended 2002),  hereinafter set forth,  constitutes an amendment in its entirety
to said Plan which is continued  effective as of January 1, 2002 with respect to
Participants who had not yet retired,  terminated  employment or died as of such
date.  The rights of anyone covered under the Plan prior to January 1, 2002, who
retired,  terminated employment or died before that date, shall be determined in
accordance  with the terms and  provisions  of the Plan in effect on the date of
such  retirement,  termination  of  employment  or death,  except  as  otherwise
specifically provided herein.


                                      iii


<PAGE>


                                    SECTION 1
                                   DEFINITIONS

As used  herein,  the  following  terms  shall  have  the  following  respective
meanings, unless a different meaning is required by the context:

1.1  "Appropriate  Form" means the written form  provided or  prescribed  by the
     Committee for the particular purpose.

1.2  "Bank" means Interchange Bank.

1.3  "Beneficiary" means the beneficiary or beneficiaries  designated to receive
     benefits upon the death of the Participant.  The Participant shall have the
     right to name a beneficiary  (and to change such  beneficiary  from time to
     time  without  notice to, or consent  of, the  beneficiary)  to receive the
     deceased  Participant's  benefit under the Plan. Such designation shall not
     be  effective  unless  filed with the  Committee.  In the event there is no
     effective  designation  of a  beneficiary  in  existence at the date of the
     Participan's  death,  the death benefit shall be distributed in accordance
     with  the  Plan  to  the  Participant's  Spouse  or  if  unmarried  to  the
     Participant's estate.

1.4  "Boards of  Directors" means the Board of Directors of the Company and the
     Board of Directors of the Bank.

1.5  "Committee" means the Compensation  Committee of the Board of Directors of
     the  Company.

1.6  "Company" means the Interchange Financial Services Corporation,  the Bank's
     holding company.

1.7  "Director" means a member of either the Board of  Directors of the Company
     or the  Board of  Directors  of the  Bank,  who is not an  employee  of the
     Company or of any  subsidiary  or affiliate of the Company,  including  the
     Bank.

1.8  "Effective Date" Means August 1, 1994.

                                       1

<PAGE>


1.9   "Participant" means a Director or former  Director  who is included in the
      Plan as provided in Section 2 hereof.

1.10  "Pensionable  Amount" means the greatest standard annual retainer fee paid
      to a Director in effect at the Director's retirement, from either the
      Company or the Bank.

1.11 "Plan" means the  Interchange  Financial  Services  Corporation  Directors'
     Retirement  Plan as herein set forth,  or as it may be amended from time to
     time.

1.12 "Plan Year" means:

     (a)  the five consecutive  month period beginning August 1, 1994 and ending
          December 31, 1994;

     (b)  the 12 consecutive  month period  beginning  January 1,1995 and ending
          December 31, 1995; and

     (c)  each calendar year thereafter.

1.13 "Retirement Date" means the date on which the Participant actually retires.


1.14 "Service" means membership on either of the Boards of Directors  (including
     such membership  before the Effective Date) other than while employed as an
     Employee.

1.15 "Spouse" means the spouse of a Participant at the Participant's  Retirement
     Date.


1.16 "Supplemental Effective Date" means January 1, 2002.


1.17 "Vested Accrued Benefit" means the benefit  determined under Section 3.2 of
     the Plan.

                                       2
<PAGE>


                                    SECTION 2
                                  PARTICIPATION

2.1  Commencement of Participation
     -----------------------------
     On and after the Supplemental Effective Date, all Directors shall become
     Participants in the Plan.  Participation shall begin on the later ff the
     Supplemental  Effective Date or the fifth anniversary of the commencement
     of the Directo's Service.

2.2  Information at Participation
     ----------------------------
     Upon becoming a Participant,  a Director shall provide any  information,
     on the Appropriate  Form, that may be requested by the Committee for
     purposes of administering the Plan.

     The Participant, in completing the Appropriate Form as specified above:

     (a)      shall agree to the terms of the Plan;

     (b)      shall elect, in accordance with Section 3.3, the form of his or
              her benefit at retirement; and

     (c)      shall designate a Beneficiary or Beneficiaries to receive any
              benefits payable under the Plan subsequent to his or her death.

     Any such  election  and/or  designation  shall be deemed to be  continuing
     as tocurrent and succeeding years until changed by notice to the Committee
     on the Appropriate Form.


2.3  Continuation of Participation
     -----------------------------
     A Director who has become a Participant  shall continue as a Participant
     as long as he or she  continues  to be a Director or is  entitled to
     benefits  under the Plan.

                                       3
<PAGE>


                                    SECTION 3
                               RETIREMENT BENEFITS

3.1 Entitlement to Benefit
    -----------------------
    A Participant shall have a vested percentage in the retirement benefits
    described  under  Section 3.2 based on his or her years of Service in
    accordance with the following schedule:

                  Number of Years   Vested Percentage
                  ---------------   -----------------
                    5 years or less        0%
                       6 years            20%
                       7 years            40%
                       8 years            60%
                       9 years            80%
                   10 or more years      100%

3.2  Amount of Benefits
     ------------------
     (a) The annual retirement benefit payable to a Participant upon his or her
        Retirement Date shall be equal to one-fifth of the Participant's
        Vested Accrued Benefit.  The Participant's Vested Accrued Benefit shall
        equal the product of (i), (ii) and (iii) below:

        (i)     his or her Pensionable Amount, multiplied by

        (ii)    his or her years of Service, multiplied by

        (iii)   his or her vested percentage as determined in Section 3.1.

    (b) Notwithstanding the foregoing, the benefits payable to a Participant who
        was a Participant on the Supplemental Effective Date shall not be less
        than the greater of (i) or (ii) below:

        (i)     the benefits such Participant had accrued as of such date under
                the terms and provisions of the Plan in effect prior to this
                restatement, or
                                       4

<PAGE>

        (ii)    the cash value of any life insurance policy that was purchased
                and owned by the Company for that  Participant  under the terms
                and provisions of the Plan in effect prior to this restatement
                paid out in five  annual  installment payments.

3.3  Form of Benefit Payments
     ------------------------

     (a)  The  normal  form of payment  shall be the  five-year  period  certain
          annuity   described  in  Section  3.2.  Under  this  form,  after  the
          Participant's  death, his or her Beneficiary shall receive the balance
          of payments (if any) due during the five-year period certain.

          If both the  Participant  and his or her  designated  Beneficiary  die
          before the five-year  period expires,  the balance of the payments due
          shall be paid to the estate of the Participant or the party or parties
          entitled by law to receive such payment.

          If a Participant's  designated Beneficiary predeceases him or her, the
          Participant  may designate  another  Beneficiary.  A  Participant  may
          change  his or her  designated  Beneficiary  at any  time by  filing a
          written  notice of the change with the  Committee.

     (b)  In lieu of the normal form of payment,  the  Participant  may elect to
          receive a single lump sum payment  equal to the  Participant's  Vested
          Accrued  Benefit.  Such election must be made by the  Participant  and
          submitted to the Committee on the Appropriate  Form at the time of his
          or her initial participation.

                                       5
<PAGE>

3.4  Death Benefit
     -------------

     (a) Death of an Active  Participant
     ----------------------------------
     In the event of the death of an active Participant,  his or her Beneficiary
     shall  receive a lump sum death benefit equal to the greater of (i)or (ii),
     subject to the conditions outlined in this Section 3.4(a):

     (i) The Participant's  Vested Accrued Benefit as defined in Section 3.2; or
     (ii) $200,000, if eligible.

     In order for a  Participant  to be  eligible  for the death  benefit  under
     Section  3.4(a)(ii),  the Participant must provide proof of insurability to
     the   Committee  in  the  manner  deemed   acceptable  by  the   Committee.
     Participants  who are  insured as of the  Supplemental  Effective  Date are
     deemed to have provided proof of insurability.  A Participant maintains the
     right to decline the benefit  provided under Section  3.4(a)(ii),  if he or
     she does not wish to  provide  proof of  insurability.  In the event of the
     death of a Participant  who has not provided proof of  insurability  to the
     Committee,the  Beneficiary  will only be entitled  to the benefit  provided
     under   Section   3.4(a)(i).

     (b)  Death of a  Retired  Participant
     -------------------------------------
     If a retired  Participant  was  receiving  his or her benefit under Section
     3.3(a) of the Plan,  the death  benefit  shall be equal to the balance,  if
     any,  of the  five-year  certain  only  annuity.  If a retired  Participant
     received a benefit  under  Section  3.3(b) of the Plan, no death benefit is
     payable.

                                      6
<PAGE>


     Notwithstanding   the  foregoing,   the  death  benefits   payable  to  the
     Beneficiary  of a  Participant  who was a Participant  on the  Supplemental
     Effective  Date  shall not be less than the death  benefits  to which  such
     Beneficiary  would have been entitled had the  Participant  died as of such
     date  under the terms and  provisions  of the Plan in effect  prior to this
     restatement.

3.5  Life Insurance Policies or Annuity Contracts
     --------------------------------------------
     Participants  are  entitled to no benefits  other than those  described  in
     Sections  3.2 and 3.4.  The life  insurance  policies or annuity  contracts
     purchased by the Company shall be owned by the Company.

3.6  Unfunded Plan
     -------------
     Benefits  under the Plan will be paid from the  general  assets of the Bank
     and the Company.  With respect to Participants  who have served only on the
     Board of  Directors  of the Bank or the Board of  Directors of the Company,
     the respective entity shall pay the entire cost of such benefits.

     In the event that the Bank or the Company  establishes  an advance  accrual
     reserve on its books  against the future  expenses  of benefit  payments or
     contributions,  such reserve shall not under any circumstances be deemed to
     be an asset of this  Plan but,  at all  times,  shall  remain a part of the
     general assets of the Bank or the Company,  subject to claims of the Bank's
     or the Company's creditors.

                                       7
<PAGE>


                                    SECTION 4
                                  MISCELLANEOUS

4.1  Restriction Against Assignment
     ------------------------------
     It is a condition of the Plan, and all rights of each Participant  shall be
     subject  thereto,  that no right or interest of any Participant in the Plan
     and no  benefit  payable  under the Plan  shall be subject in any manner to
     anticipation,alienation,  sale, transfer,  assignment, pledge, encumbrance,
     or charge,  and any  action by way of  anticipating,  alienating,  selling,
     transferring,  assigning, pledging, encumbering, or charging the same shall
     be void and of no effect; nor shall any such right,  interest or benefit be
     in any manner liable for or subject to the debts,  contracts,  liabilities,
     engagements,  or torts of the person  entitled to such  right,  interest or
     benefit, except as specifically provided in this Plan.

4.2  Payments in the Event of Incompetence
     -------------------------------------
     If any person entitled to receive any benefits hereunder is,in the judgment
     of the Committee,  legally, physically, or mentally incapable of personally
     receiving and  receipting  for any  distribution,  the Committee may direct
     that any distribution due such person,  unless claim has been made therefor
     by a duly  appointed  legal  representative,  be made to his or her spouse,
     children or other dependents,  or to any other duly designated beneficiary,
     and any other  distribution  so made shall be a complete  discharge  of the
     liabilities of the Plan.

4.3  No Right to Continue as Director
     --------------------------------
     The  establishment  of the Plan shall not be  construed as  conferring  any
     rights upon any Director  for  continuation  of service as a Director,  nor
     shall it be  construed  as  limiting in any way the right of the Company to
     treat him or her without  regard to the effect which such  treatment  might
     have upon him or her as a Participant under the Plan.

                                       8
<PAGE>


4.4  Discharge of Plan Obligations
     -----------------------------
     The  determination  of the Committee as to the identity of the proper payee
     of any benefit payment and the amount properly payable shall be conclusive,
     and  payments in  accordance  with such  determination  shall  constitute a
     complete discharge of all obligations on account thereof.

4.5  Successor Company
     -----------------
     The  provisions of this Plan shall be binding upon and inure to the benefit
     of any successor or assign of the Company. If a successor company amends or
     terminates  this Plan, no such  amendments or termination  shall  adversely
     affect the benefits of Participants that have accrued prior to such action,
     the benefits of any Participant who had previously  retired or the benefits
     of any Beneficiary receiving Plan benefits.

                                       9
<PAGE>

                                    SECTION 5
                           ADMINISTRATION OF THE PLAN

5.1  Administration of the Plan
     --------------------------
     Administration of the Plan shall be the responsibility of the Committee.

5.2  Responsibility of Committee
     ---------------------------
     Subject  to  Section  5.1,  the  Committee  shall  be  responsible  for the
     administration,  operation and  interpretation  of the Plan.  The Committee
     shall  establish  rules  from  time to  time  for  the  transaction  of its
     business.  It shall have the  exclusive  right to interpret the Plan and to
     decide any and all matters  arising  thereunder or in  connection  with the
     administration  of the  Plan,  and it shall  endeavor  to act,  whether  by
     general  rules or by particular  decisions,  so as not to  discriminate  in
     favor of any person or class of person. Such decisions, actions and records
     of the  Committee  shall be  conclusive  and binding  upon the Bank and the
     Company and all persons having or claiming to have any right or interest in
     or under the Plan.

5.3  Claims Procedure
     ----------------
     In the event that any Participant or other payee claims to be entitled to a
     benefit under the Plan and the Committee  determines that such claim should
     be denied in whole or in part, the Committee shall, in writing, notify such
     claimant  within 90 days of  receipt of such claim that his or her claim or
     her claim has been  denied,  setting  forth the  specific  reasons for such
     denial.  Such notification shall be written in a manner reasonably expected
     to be understood by such Participant or other payee and shall set forth the
     pertinent  sections  of the Plan  relied  on,  and  where  appropriate,  an
     explanation of how the claimant can obtain review of such denial. Within 60
     days after receipt of such notice, such claimant may request, by mailing or
     delivery of written notice to the  Committee,  a review by the Committee of
     the decision  denying the claim.  If the  claimant  fails to request such a
     review within such 60-day period,  it shall be conclusively  determined for
     all purposes of this Plan that the denial of such claim by the Committee is
     correct.  If such claimant requests a review within such 60-day period, the
     Participant or other payee shall have 30 days.

                                       10
<PAGE>


     after filing a request for review to submit additional  written material in
     support of the claim.

     Within 60 days after the later of its  receipt of the request for review or
     the request to submit  additional  written  material,  the Committee  shall
     determine  whether  such denial of the claim was  correct and shall  notify
     such claimant in writing of its  determination.  If such  determination  is
     favorable  to the  claimant,  it shall be binding and  conclusive.  If such
     determination  is  adverse  to such  claimant,  it  shall  be  binding  and
     conclusive  unless the claimant notifies the Committee within 90 days after
     the  mailing  or  delivery  to  him  or  her  by  the   Committee   of  its
     determination,  that the claimant  intends to institute  legal  proceedings
     challenging the determination of the Committee and actually institutes such
     legal proceedings within 180 days after such mailing or delivery.

5.4  Limitation on Liability
     -----------------------
     The  Committee  shall not be liable  for any act or  omission  on its part,
     excepting only its own willful  misconduct or gross negligence or except as
     otherwise  expressly provided by applicable law. To the extent permitted by
     applicable law, and not otherwise  covered by insurance,  the Company shall
     indemnify  and save  harmless  the  Committee  members  against any and all
     claims,  demands, suits or proceedings in connection with the Plan that may
     be brought by  Participants  or by any other person,  corporation,  entity,
     government or agency thereof; provided,  however, that such indemnification
     shall not apply with respect to acts or omissions of willful  misconduct or
     gross negligence.  The Boards of Directors,  at the expense of the Company,
     may settle such claim or demand asserted,  or suits or proceedings brought,
     against  the  Committee  when  such  settlement  appears  to be in the best
     interest of the Company.

5.5  Agent for Service of Process
     ----------------------------
     The  Committee or such other person as may from time to time be  designated
     by the Committee shall be the agent for service of process under the Plan.


                                       11
<PAGE>


                                    SECTION 6
                              AMENDMENT OF THE PLAN


6.1  Plan Amendments
     ---------------
     This Plan may be wholly or partially  amended or otherwise  modified at any
     time by the Boards of Directors,  provided,  however,  that no amendment or
     modification  shall have any retroactive effect so as to deprive any person
     of any benefit already accrued.

                                       12

<PAGE>

                                    SECTION 7
                           DISCONTINUANCE OF THE PLAN

7.1  Termination of Plan
     -------------------
     The Plan  may be  terminated  at any time by the  Boards  of  Directors  by
     written  notice  to  the  Committee  at the  time  acting  hereunder.  Upon
     termination  of the plan,  no  amendment  or  modification  shall  have any
     retroactive  effect so as to  deprive  any  person of any  benefit  already
     accrued.
                                       13

<PAGE>


                                    SECTION 8
                             CONTRUCTION OF THE PLAN

8.1  Construction of the Plan
     ------------------------
     The  validity  of  the  Plan  or any of the  provisions  thereof  shall  be
     determined under and shall be construed  according to the laws of the State
     of New Jersey.

8.2  Headings
     --------
     Headings or titles to  sections  or  paragraphs  in this  document  are for
     convenience  of  reference  only and are not part of the Plan for any other
     purposes.

                                       14