AGREEMENT FOR LEGAL SERVICES

THIS  AGREEMENT  for legal  services  made this 22nd day of April,  1999, by and
between:

                           ANDORA, PALMISANO & GEANEY
                           A Professional Corporation
                         303 Molnar Drive, P.O. Box 431
                       Elmwood Park, New Jersey 07407-0431
                     hereinafter referred to as "Attorneys",

                                       and

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                             Park 80 West, Plaza Two
                         Saddle Brook, New Jersey 07663

                                       and

                                INTERCHANGE BANK
                              A Banking Corporation
                             Park 80 West, Plaza Two
                         Saddle Brook, New Jersey 07663
                      hereinafter referred to as "Clients".

     IN  CONSIDERATION  of  the  mutual  promises,  covenants  and  undertakings
contained herein the Attorneys and the Clients agree as follows:


1.   RETAINER

     Clients  hereby  retain the services of  Attorneys to act as its  corporate
counsel for the term and compensation as outlined herein.

2.   TERM

     The  Attorneys   shall  be  retained  by  Clients  until  the  next  annual
reorganization meeting of Clients.

3.   COMPENSATION

     The Clients  shall pay the  Attorneys  for  services  rendered as corporate
counsel an annual retainer of NINETY-FIVE  THOUSAND DOLLARS ($95,000.00) payable
in  equal  monthly  installments  on the  first  day of  each  and  every  month
commencing the first day of the month following the execution of this Agreement.
Clients  shall,  in addition to the annual  retainer,  pay to the  Attorneys all
out-of-pocket  expenses,  filing fees, or disbursements made by the Attorneys on
Clients'  behalf.  Clients  shall,  in  addition  to the  payment  of the annual
retainer and all costs,  pay to the  Attorneys a legal fee based on the rate per
hour as shown on  Schedule A for all legal  services  provided to Clients by the
Attorney  which are "legal  services  rendered in addition to those  rendered as
corporate  counsel." Such fees and costs shall be billed by Attorneys to clients
on a thirty-day basis and Clients shall pay all bills within five (5) days after
each monthly Board of Director's meeting of the Clients.

4.   DEFINITIONS

     The following words and phrases shall have the following meanings:
<PAGE>

  A.  "Legal services rendered as corporate counsel" shall mean and include all
       of the following types of legal work:

     1.  Except as hereinafter set forth in subparagraph B, document review and
         drafting of documents on behalf of the Clients including, but not
         limited to:  leases, notes, contracts, mortgages, commitment letters,
         disclosure statements, modifications, extensions and legal agreements
         not related to third-party borrowers, except residential mortgage
         reviews.

     2.  Providing legal advice required in the usual course of Clients'
         business including compliance analysis.

     3.  Attendance at Board of Director's and Shareholders' Meetings other than
         as a Director.

     4.  Advice regarding levies and executions

     5.  Preparation of annual SEC 10K, 10Q and "ordinary" proxy filings.

  B. "Legal services rendered in addition to those rendered as general corporate
      counsel" shall mean and include, but not be limited to, all of the
      following types of legal work which shall be billed on an hourly basis:

     1.  Litigation in which Clients are named as defendants.

     2.  Litigation or other proceedings in which Clients and another person or
         agency (i.e., Small Business Administration) specially retain Attorney.
         The hourly rate for such legal services shall be specifically agreed
         upon by Clients, the agency, and Attorneys.

     3.  Foreclosure litigation, including lien protection litigation in any
         Court including the Bankruptcy Court.

     4.  Regulatory or administrative law proceedings including but not limited
         to Department of Banking, zoning agencies, N.L.R.B., F.D.I.C., OAL,
         and Tax Court.

     5.  Loan reviews and closings, including modifications and extensions
         thereof, except that the fee shall be based upon $200.00 per hour plus
         costs and such fee shall not exceed 1/2% of the principal amount of the
         loan plus costs but in no event shall such fee be less than $250.00.

     6.  Closings in which the bank is a buyer or seller.

     7.  SEC Filings other than annual 10K, 10Q or "ordinary" proxy filings.

     8.  Mergers and Acquisitions.

     9.  All other legal services not specifically set forth in Paragraph 4A.

5.   BINDING EFFECT

     This agreement  shall be binding upon and shall inure to the benefit of the
parties' successors or assigns.

6.   NO ASSIGNMENT

     This agreement  shall not be assigned or sublet without the express written
consent of the parties.

7.   LAW APPLICABLE

     This agreement shall be governed by the laws of the State of New Jersey.

8.   SEVERABILITY
<PAGE>

     In the event any clause,  section or paragraph of this  agreement  shall be
declared  invalid or unenforceable  by a court of competent  jurisdiction,  such
invalidity or unenforceability shall not affect the remainder of this Agreement.

     IN WITNESS WHEREOF the parties have hereunto signed this agreement the date
first above written.
                                               INTERCHANGE BANK

ATTEST:

/s/Benjamin Rosenzweig                    By: /s/ Anthony S. Abbate
______________________________               __________________________________
Benjamin Rosenzweig, Secretary               Anthony S. Abbate, President


                                    INTERCHANGE FINANCIAL SERVICES CORPORATION

ATTEST:

/s/Benjamin Rosenzweig                    By: /s/ Anthony S. Abbate
______________________________               __________________________________
Benjamin Rosenzweig, Secretary               Anthony S. Abbate, President


ATTEST:                                     ANDORA, PALMISANO & GEANEY

/s/John P. Palmisano,                     By: /s/ Anthony D. Andora
______________________________                _________________________________
John P. Palmisano, Secretary                 Anthony D. Andora, President

<PAGE>

                                   SCHEDULE A


     The hourly rates contained  herein are subject to change on the anniversary
dates of the Agreement of Legal Services.

     Schedule A, reviewed and approved at Annual Reorganization Meeting on April
22, 1999.

                  Anthony D. Andora         $200.00 per hour

                  John P. Palmisano         $200.00 per hour

                  John F. Geaney            $200.00 per hour

                  Other Partners and
                  Senior Associates         $175.00 per hour

                  Other Associates          $150.00 per hour