AGREEMENT FOR LEGAL SERVICES

         THIS AGREEMENT for legal services made this 24th day of April, 1997, 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 07662

                                       and

                             INTERCHANGE STATE BANK
                              A Banking Corporation
                             Park 80 West, Plaza Two
                         Saddle Brook, New Jersey 07662
                      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:

          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
                    $250.00  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

         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.


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

                                                        INTERCHANGE STATE BANK

ATTEST:

/S/BENJAMIN ROSENZWEIG                                   /S/ ANTHONY S. ABBATE
Benjamin Rosenzweig, Secretary                    Anthony S. Abbate, President

                                    INTERCHANGE FINANCIAL SERVICES CORPORATION

ATTEST:

/S/BENJAMIN ROSENZWEIG                                   /S/ ANTHONY S. ABBATE
Benjamin Rosenzweig, Secretary                    Anthony S. Abbate, President

ATTEST:                                              ANDORA, PALMISANO & GEANEY

JOHN P. PALMISANO,                                       /S/  ANTHONY D. ANDORA
John P. Palmisano, Secretary                        Anthony D. Andora, President


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                                   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 24, 1997.

                  Andora 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