EXHIBIT 4













                            AMENDMENT NO. FOUR TO THE
                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                       dated as of March 21, 1996 between

                        PENNFED FINANCIAL SERVICES, INC.

                                       and

                         REGISTRAR AND TRANSFER COMPANY

                                 as Rights Agent


     WHEREAS,  the purpose of this document (this  "Amendment")  is to amend the
Stockholder Protection Rights Agreement,  dated as of March 21, 1996 and amended
as of February 10, 1998,  October 13, 1998 and October 30, 2003, between PennFed
Financial  Services,  Inc.,  a Maryland  corporation,  as successor by merger to
PennFed  Financial  Services,  Inc., a Delaware  corporation,  and Registrar and
Transfer Company, as Rights Agent (the "Rights Agreement"); and

     WHEREAS,  this  Amendment is in  accordance  with Section 5.4 of the Rights
Agreement.

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

1.  Section  1.1 of the  Rights  Agreement  is hereby  amended by  revising  the
definition of "Exercise Price" to read in its entirety as follows:

          "Exercise  Price"  shall  mean,  as of any date,  the price at which a
     holder may purchase the securities or assets  issuable upon exercise of one
     whole Right.  Until adjustment thereof in accordance with the terms hereof,
     the Exercise Price shall equal $135.00.

2. Section 1.1 of the Rights Agreement is hereby further amended by revising the
definition of "Expiration Time" to read in its entirety as follows:

          "Expiration  Time" shall mean the earliest of (i) the  Exchange  Time,
     (ii) the  Redemption  Time and (iii) the close of business on February  24,
     2014.

3. Exhibit A to the Rights Agreement (the Form of Rights  Certificate) is hereby
amended by  revising  the first  paragraph  thereof to read in its  entirety  as
follows:


          "This certifies that  ______________,  or registered  assigns,  is the
     registered  holder of the number of Rights set forth  above,  each of which
     entitles the registered  holder thereof,  subject to the terms,  provisions
     and conditions of the Stockholder Protection Rights Agreement,  dated as of
     March 21,  1996 (as  amended,  the  "Rights  Agreement"),  between  PennFed
     Financial  Services,  Inc.  (the  "Company")  and  Registrar  and  Transfer
     Company,  as Rights Agent (the "Rights Agent," which term shall include any
     successor  Rights Agent under the Rights  Agreement),  to purchase






     from the  Company  at any time after the  Separation  Time (as such term is
     defined  in the Rights  Agreement)  and prior to the close of  business  on
     February 24, 2014, one fully paid share of Common Stock, par value $.01 per
     share (the  "Common  Stock"),  of the  Company  (subject to  adjustment  as
     provided in the Rights  Agreement) at the Exercise Price referred to below,
     upon presentation and surrender of this Rights Certificate with the Form of
     Election to Exercise duly  executed at the  principal  office of the Rights
     Agent.  The Exercise  Price shall be $135.00 per Right and shall be subject
     to adjustment in certain events as provided in the Rights Agreement."

4. This Amendment may be executed in counterparts, which together shall
constitute a single instrument.





     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of this
24th day of February, 2004.


ATTEST:                              PENNFED FINANCIAL SERVICES INC.




By:      /s/ Patrick D. McTernan     By:   /s/ Joseph L. LaMonica
         -----------------------           -------------------------------------
         Patrick D. McTernan               Joseph L. LaMonica
         Secretary                         President and Chief Executive Officer



ATTEST:                              REGISTRAR AND TRANSFER COMPANY




By:     /s/ Mary Rose Cascaes        By:   /s/ William P. Tatler
         -----------------------           -------------------------------------
         Name: Mary Rose Cascaes           Name: William P. Tatler
         Title: Exec. Vice President       Title: Vice President
                and Asst. Secretary