INTERCHANGE FINANCIAL SERVICES CORPORATION
__________________________________________
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Interchange Financial Services Corporation, organized under the laws of
the State of New Jersey, to amend its Certificate of Incorporation to increase
the number of authorized shares of Common Stock in connection with a division of
its outstanding shares of Common Stock in accordance with N.J.S.A.
14A:7-15.1(3), hereby certifies:
FIRST: The name of the Corporation is Interchange Financial Services
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Corporation.
SECOND: The Board of Directors, at a meeting duly called and held on
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January 18, 2005, authorized and approved a 3 for 2 division of all its issued
and outstanding shares of Common Stock, no par value, effective February 2, 2005
and distributable to shareholders of record as of the close of business on
February 17, 2005. As of the close of business on February 17, 2005 there were
approximately 12,759,928 shares of Common Stock, no par value issued and
outstanding which are divided into approximately 19,139,892 shares of Common
Stock, no par value.
THIRD: To increase the number of authorized shares of the Corporation
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from 22,500,000 to 33,750,000, Article V of the Corporation's Certificate of
Incorporation is amended to delete the first paragraph thereof and replace it
with a paragraph reading as follows:
"ARTICLE V
CAPITAL STOCK
The Corporation is authorized to issue 33,750,000 shares of common
stock, all of which are without nominal or par value, as the Board of
Directors may determine. The Corporation is also authorized to issue
1,000,000 shares of preferred stock, all of
1
which are without nominal or par value, as the Board of Directors may
determine."
Except as set forth in the foregoing amendment, all provisions of the
Corporation's Certificate of Incorporation shall continue in full force and
effect.
FOURTH: The amendment described in Article THIRD will not adversely
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affect the rights or preferences of the holders of outstanding shares of any
class or series and will not result in the percentage of authorized shares that
remains unissued after the share division described in Article SECOND exceeding
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the percentage of authorized shares that was unissued before division of shares.
FIFTH: The within amendment to the Certificate of Incorporation was
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adopted by the Board of Directors of the Corporation at a meeting duly called
and held on January 18, 2005 in accordance with N.J.S.A. 14A:7-15.1(2).
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SIXTH: The foregoing amendment to the Corporation's Certificate of
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Incorporation shall become effective on February 2, 2005 or the date on which
this Certificate of Amendment is filed with the Secretary of State of the State
of New Jersey.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officer to execute this certificate the 12TH day of April, 2005.
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ATTEST: INTERCHANGE FINANCIAL SERVICES
CORPORATION
BY: /s/ Nicholas Marcalus BY: /s/ Charles T. Field
_____________________ ____________________
Nicholas Marcalus Charles T. Field
Secretary Senior Vice President & CFO
2
RESTATED CERTIFICATE OF INCORPORATION
_____________________________________
OF
__
INTERCHANGE FINANCIAL SERVICES CORPORATION
__________________________________________
The above-named Corporation hereby submits for filing this Restated
Certificate of Incorporation pursuant to the provisions of N.J.S.A. 14:9-5:
1. The Corporation's initial Certificate of Incorporation was filed on
October 15, 1984 and was subsequently amended on various dates. This
Restated Certificate of Incorporation restates and integrates in a
single Certificate the provisions of the Corporation's Certificate of
Incorporation as heretofore amended but does not contain any
substantive amendments.
2. This Restated Certificate of Incorporation provides as follows:
ARTICLE I
_________
CORPORATE NAME
The name of the Corporation is Interchange Financial Services Corporation
(hereinafter referred to as the "Corporation").
ARTICLE II
__________
CURRENT REGISTERED OFFICE
AND CURRENT REGISTERED AGENT
The address of the Corporation's current registered office is c/o Andora &
Romano, L.L.C., 15 Essex Road, Paramus, New Jersey 07652. The name of the
Corporation's current registered agent at that address is Anthony D. Andora,
Esq.
ARTICLE III
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BOARD OF DIRECTORS
Number of Directors; Classification. The number of directors of the
Corporation shall be not less than 5 nor more than 15 persons. The exact number
of directors within such minimum and maximum limitations shall be fixed from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors. Directors shall be classified with
respect to the time for which they hold office into three classes as nearly
equal in number as possible. At each annual meeting thereafter, the successors
of the class of directors who term expires in that year shall be elected to hold
office for a term of three years and thereafter until their successors are
elected and qualified.
Newly Created Directorships and Vacancies. Newly created directorships
resulting from any increase in the number of directors may be filled by the
Board of Directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, retirement, removal or other cause may be
filled by the affirmative vote of a majority of the remaining directors even
though less than a quorum of the Board, or by a sole remaining
director. Any director elected by the Board in accordance with the preceding
sentence shall hold office until the next annual meeting of shareholders and
thereafter until his successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
Removal. Any director, or the entire Board of Directors, may be removed at
any time by the shareholders, with or without cause, but only by the affirmative
vote of the holders of at least 80% of the shares of the Corporation entitled to
vote for the election of directors generally. The Board of Directors may remove
any director for cause or suspend a director pending a final determination that
cause exists for removal, but , in either case, only by a majority vote of the
entire Board.
Amendment, Repeal, etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of at least
80% of the shares of the Corporation entitled to vote therein shall be required
to amend or repeal any provision in Article III of this Certificate.
The current Board of Directors of the Corporation is as follows:
Name of Director Address
________________ _______
Anthony S. Abbate 6 Robin Hood Court
Montvale, NJ 07645
Anthony D. Andora, Esq. 211 Sagamore Lane
Franklin Lakes, NJ 07417
Donald L. Correll 746 Wooded Trail
Franklin Lakes, NJ 07417
Anthony Coscia 35 Cypress Avenue
North Caldwell, NJ 07006
John J. Eccleston 32 Devereux Drive
Manchester, NJ 08759
David Ficca 296 Feather Lane
Franklin Lakes, NJ 07417
James E. Healey 5 Briarwood Court
Woodcliff Lake, NJ 07677
Nicholas R. Marcalus 101 Barrister Court
Wyckoff, NJ 07481
Eleanore S. Nissley 145 Phelps Road
Ridgewood, NJ 07450
Jeremiah F. O'Connor 150 River Road - Apt. 4E
Edgewater, NJ 07020
Robert P. Rittereiser 766 Butternut Drive
Franklin Lakes, NJ 07417
Benjamin Rosenzweig 49 East 37th Street
Paterson, NJ 07517
ARTICLE IV
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CORPORATE PURPOSE
The purpose for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act, subject to any restrictions which may be imposed from time to
time by the Laws of the United States or the State or New Jersey with regard to
the activities of a bank holding company.
ARTICLE V
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CAPITAL STOCK
The Corporation is authorized to issue 33,750,000 shares of common stock,
all of which are without nominal or par value, as the Board of Directors may
determine. The Corporation is also authorized to issue 1,000,000 shares of
preferred stock, all of which are without nominal or par value, as the Board of
Directors may determine.
The Board of Directors may, at any time or from time to time, (a) divide any or
all of the preferred shares into series: (b) determine for any series
established by the Board its designation, number of shares, and relative rights,
preferences, and limitations; (c) increase the number of shares of any series
established by the Board, as long as the number, together with the number of
shares of all series of preferred shares, does not exceed number of those shares
authorized pursuant to this certificate of incorporation; (d) decrease the
number of shares of any series established by the Board to a number not less
than the number of shares of that series then outstanding; (e) change the
designation, number of shares, relative rights, preferences, or limitations of
the shares of any series established by the Board, no shares of which have been
issued; and (f) cause to be executed and filed without further approval of the
shareholders of this Corporation, any amendment or amendments to this
certificate of incorporation as may be required to accomplish any of these
amendments.
In particular, but without limiting the generality of the above authority,
the Board of Directors shall have authority to determine the following
concerning any series of preferred stock established by the Board:
1. The dividend rate or rates on shares of the series, any restrictions,
limitations, or conditions on the payment of the dividends, whether
dividends shall be cumulative and, if so, the date or dates from which
dividends shall cumulate, and the dates on which dividends, if
declared, shall be payable.
2. Whether the shares of the series shall be redeemable and, if so, the
time or times, the price or prices, the required notice or notices,
and the other terms and conditions on which the shares may be
redeemed.
3. The rights of the holders of shares of the series in the event of
liquidation, dissolution, or winding up of the Corporation.
4. Whether the shares of the series shall be convertible into shares of
any class, classes, or series, and, if convertible, the price, prices,
rate, or rates of conversion, any method of adjusting these prices or
rates, and any other terms and conditions on which the shares shall be
convertible.
5. The extent of any voting powers of the shares of the series.
ARTICLE VI
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INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees, and agents
and former officers, directors, employees, and agents, and any other person
serving at the request of the Corporation as an officer, director, employee or
agent of another corporation, association, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees, judgments, fines,
and amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, with respect to which such officer, director, employee, agent,
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act. The indemnification
provided herein shall not be deemed exclusive of any other right to which any
person seeking indemnification may be entitled under any by-law, agreement, or
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity, and shall inure
to the benefit of the heirs, executors, and the administrators of any such
person. The Corporation shall have the power to purchase and maintain insurance
on behalf of any persons enumerated above against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of at least 80% of the shares of the Corporation entitled to vote thereon
shall be required to amend or repeal any provision in Article III of this
Certificate.
ARTICLE VII
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Section 1. Vote Required For Certain Business Combinations.
A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or by this Certificate of
Incorporation, and except as otherwise expressly provided in
Section 2 of this Article VII:
(i) Any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested
Shareholder (as hereinafter defined) or (b) any other
corporation or other person (whether or not itself an
Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate of an Interested
Shareholder; or
(ii) Any plan of exchange for all outstanding shares of the
Corporation or any Subsidiary or for any class of either
with (a) any Interested Shareholder or (b) any other
corporation or other person (whether or not itself and
Interested Shareholder) which is, or after such plan of
exchange would be an Affiliate of an Interested Shareholder;
or
(iii) Any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder of any assets of the
Corporation or any Subsidiary having an aggregate Fair
Market Value of $2,000,000 or more; or
(iv) The issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions)
of any securities of the Corporation or any Subsidiary to
any Interested Shareholder or any Affiliate of any
Interested Shareholder in exchange for cash, securities or
other property (or a combination thereof) having an
aggregate Fair Market Value of $2,000,000 or more; or
(v) The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of
an Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(vi) Any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any
merger or consolidation of the Corporation with any of its
subsidiaries or any other transaction(whether or not with or
into or otherwise involving an Interested Shareholder) which
has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or
any Subsidiary which is directly or indirectly owned by any
Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of the holders of at least 80%
of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single
class. Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser
percentage may be specified, by law, by this Certificate of
Incorporation, or otherwise.
B. Definition of "Business Combination". The term "Business
Combination" as used in this Article VII shall mean any
transaction which is referred to in any one or more of clauses
(i) through (vi) of paragraph A of this Section 1.
Section 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article VII shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is
required by law and any other provision of this Certificate of
Incorporation, if either the conditions in paragraph A or all of the
conditions in paragraph B are met:
A Approval by Continuing Directors. The Business Combinations
_ __________________________________
shall have been approved by a majority of the Continuing Directors (as
hereinafter defined).
B Price and Procedure Requirements. All of the following
_ ____________________________________
conditions shall have been met:
(i) The aggregate of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of
the Business Combination of consideration other than cash to
be received per share by holders of Common Stock in such
Business Combination shall be at least equal to the highest
of the following:
(a) (If applicable) the highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers'
fees) paid by the Interested Shareholder for any
shares of Common Stock acquired by it (1) within the
two-year period immediately prior to the first public
announcement of the proposal of the Business
Combination (the "Announcement Date"); or (2) in the
transaction in which it became an Interested
Shareholder, whichever is higher;
(b) The Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder
(such latter date is referred to in this Article as the
"Determination Date"), whichever is higher; and
(c) (If applicable) the price per share equal to the Fair
Market Value per share of Common Stock determined
pursuant to paragraph B(i)(b) above, multiplied by the
ratio of (1) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder for
any shares of Common Stock acquired by it within the
two-year period immediately prior to the Announcement
Date to (2) the Fair Market Value per share of Common
Stock on the first day in such two-year period upon
which the Interested Shareholder acquired any shares of
Common Stock.
(ii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the Interested
Shareholder has previously paid for shares of such class of
Voting Stock. If the Interested Shareholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of
Voting Stock shall be either cash or the form used to
acquire the largest number of shares of such class of Voting
Stock previously acquired by it.
(iii) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business
Combination: (a) except as approved by a majority of the
Continuing Directors, there shall have been no failure to
declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any
outstanding Preferred Stock; (b) there shall have been (1)
no reduction in the annual rate of dividends paid on the
Common Stock except as necessary to reflect any division of
the Common Stock, except as approved by a majority of the
Continuing Directors, and (2) an increase in such annual
rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Continuing Directors; and (c) such Interested Shareholder
shall have not become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction
which results in such Interested Shareholder becoming an
Interested Shareholder.
(iv) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have
received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation,
whether in anticipation of or in connection with such
Business Combination or otherwise.
(v) A proxy or information statement describing the proposed
Business Combination, and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to
public shareholders of the Corporation at least 30 days
prior to the consummation of such Business Combination
(whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent
provisions).
Section 3. Certain Definitions.
For the purpose of this Article VII:
A. A "person" shall mean individual, firm, corporation or other
entity.
B. "Interested Shareholder" shall mean any person (other than
the Corporation, any Subsidiary or any individual who is a
Director of the Corporation on the date this Certificate of
Incorporation is adopted and any Affiliate or Associate of
such Director) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 10% of the outstanding shares of Voting
Stock; or
(ii) is an Affiliate of the corporation and at any time
within the two-year period immediately prior to the
date was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then
outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in
question beneficially owned by any Interested
Shareholder, if such assignment or succession shall
have occurred in the course of a transaction or series
of transactions not involving a public offering within
the meaning of the Securities Act of 1933.
C. A person shall be "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly" or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such
right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange
rights, warrants or options or otherwise, or (b) the
right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such person or any of
its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares
of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this
Section 3, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through
application of paragraph C of this Section 3 but shall not
include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Act of 1934, as
in effect on September 1, 1984.
F. "Subsidiary" means any corporation of which a majority or
any class of equity security is owned, directly or
indirectly, by the Corporation; provided, however, that for
the purposes of the definition of Interested Shareholder set
forth in paragraph B of this Section 3, the term
"Subsidiary" shall mean only a corporation of which a
majority of each class of equity security is owned, directly
or indirectly, by the Corporation.
G. "Continuing Director" means any member of the Board of
Directors of the Corporation (the "Board") who was on the
Board when this Article VII was adopted and any subsequent
member of the Board who is unaffiliated with the Interested
Shareholder and was a member of the Board prior to the time
that the Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing Director who
is unaffiliated with the Interested Shareholder and is
recommended to succeed a Continuing Director by a majority
of Continuing Directors then on the Board.
H. "Fair Market Value" means: (i) in the case of stock, the
highest closing sale price during the 30-day period
immediately preceding the date in question of a share of
such stock on the Composite Tape for New York Stock
Exchange-Listed Stock or if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or if such
stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is
listed, or if such stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of
stock during the 30-day period preceding the date in
question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the fair
market value on the date in question of a share of such
stock as determined by the Board in good faith; and (ii) in
the case of property other than cash or stock, the fair
market value of such property on the date in question as
determined by the Board in good faith.
I. In the event of any Business Combination in which the
Corporation survives, the phrase "other consideration to be
received" as used in paragraphs B(i) and (ii) of Section 2
of this Article VII, shall include the shares of Common
Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
Section 4. Powers of the Board of Directors.
The Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article VII, on the
basis of information known to them after reasonable inquiry, (A)
whether a person is an Interested Shareholder, (B) the number of
shares of Voting Stock beneficially owned by any person, (C)
whether a person is an Affiliate or Associate of another and (D)
whether the assets which are the subject of any Business
Combination has, an aggregate Fair Market Value of $2,000,000 or
more.
Section 5. No Effect on Fiduciary Obligations on Interested
Shareholders.
Nothing contained in this Article VII shall be construed to
relieve any Interested Shareholder from any fiduciary obligation
imposed by law.
Section 6. Amendment, Repeal, etc.
Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the
By-Laws of the Corporation), the affirmative vote of the holders
of 80% or more of the shares of the then outstanding Voting
Stock, voting together as a single class, shall be required to
amend or repeal this Article VII of this Certificate of
Incorporation.
ARTICLE VIII
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SHAREHOLDER ACTION:
SPECIAL MEETINGS
Any action required or permitted to be taken by the shareholders
of the Corporation shall be effected at a duly called annual or
special meeting of shareholders of the Corporation and may not be
effected by any consent in writing by such shareholders unless all the
shareholders entitled to vote thereon consent thereto in writing.
Special meetings of shareholders of the corporation may be called only
by the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors, or by the Chairman of the
Board, the President, or the Executive Committee of the Board of
Directors. Notwithstanding anything contained in the Certificate of
Incorporation to the contrary, the affirmative vote of the holders of
at least 80% of the shares of the corporation entitled to vote thereon
shall be required to amend or repeal this Article VIII.
ARTICLE IX
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
1. Except to the extent prohibited by law, a director or officer of the
Corporation shall not be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the
Corporation or its shareholders, provided that such provision shall
not relieve a director or officer from liability for any breach of
duty based upon an act or omission (i) in breach of such person's duty
of loyalty to the Corporation or its shareholders; (ii) not in good
faith or involving a knowing violation of law; or (iii) resulting in
receipt by such person of an improper personal benefit. If the New
Jersey Business Corporation Act is amended after approval by the
shareholders of this provision to authorize corporate action further
eliminating or limiting the personal liability of directors or
officers, then the liability of a director and/or officer of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the New Jersey Business Corporation Act as to amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation or otherwise shall not adversely
affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification.
ARTICLE X
_________
This Restated Certificate of Incorporation shall become effective
upon filing.
INTERCHANGE FINANCIAL SERVICES CORPORATION
Attest:
/s/ Benjamin Rosenzweig By: /s/ Anthony S. Abbate
______________________________ ____________________________
Benjamin Rosenzweig, Secretary Anthony S. Abbate, President
I HEREBY CERTIFY that the within Restated Certificate of Incorporation
of Interchange Financial Services Corporation was adopted by the Board
of Directors of the Corporation at a regular meeting held on the 14th
day of November 2002.
INTERCHANGE FINANCIAL SERVICES CORPORATION
By: /s/ Benjamin Rosenzweig
--------------------------------
Benjamin Rosenzweig, Secretary