Exhibit 10(d)









                                   INTERCHANGE
                         FINANCIAL SERVICES CORPORATION
                           DIRECTORS' RETIREMENT PLAN
                                (AS AMENDED 2003)



                           Restated as of July 1, 2003































<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




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



<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 2003),  hereinafter set forth,  constitutes an amendment in its entirety
to said Plan which is  continued  effective  as of July 1, 2003 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 July 1, 2003,  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.









<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
     Participant'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.

1.9  "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 July 1, 2003.  1.17  "Vested  Accrued
     Benefit" means the benefit determined under Section 3.2 of the Plan.

<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  of  the  Supplemental  Effective  Date  or the  fifth
     anniversary  of  the  commencement  of the  Director's  Service,  with  the
     exception of the former directors of Bridge View Bancorp ("BVB Directors"),
     now directors of the Company and/or the Bank. The BVB Directors'  tenure on
     past years of service at Bridge View  Bancorp  will be honored for purposes
     of determining their respective Vested Percentage.  The benefits accrued to
     the BVB  Directors  who enter the Plan will be  prospective  only.  No past
     service credit will accrue towards their benefits.

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 to
current 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.

<PAGE>

                                    SECTION 3
                               RETIREMENT BENEFITS

3.1  Entitlement to Benefits
     =======================
     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

     (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.



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.
<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.

<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.
<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.

                                    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 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.

<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.
<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.

<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.