PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Omitted.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Omitted
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
THE CONTENTS OF INTERCHANGE FINANCIAL SERVICES CORPORATION'S
REGISTRATION STATEMENT ON FORM S-8, REGISTRATION #33-82530, ARE
INCORPORATED HEREIN BY REFERENCE.
The following documents filed by Interchange Financial
Services Corporation (the "Company") with the Commission are also
incorporated herein by reference:
(a) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997;
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(c) The description of the Company's Common Stock contained in
its Registration Statement on Form S-2 dated October 29,
1992. (File 33-49840)
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
4(a) Interchange Financial Services Corporation Stock Option Plan of
1989
4(b) Form of Stock Option Agreement under Stock Option Plan
*4(c) 1995 Amendment (increasing the number of shares from 80,000 to
270,000) and 1997 AMENDMENT (adding restricted stock grant
authority) to Interchange Financial Services Corporation Stock
Option Plan of 1989 (now entitled "Stock Option and Incentive
Stock Plan of 1997")
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of Deloitte & Touche, LLP
23(b) Consent of Norris, McLaughlin & Marcus P.A.(included in Exhibit
5)
24 Power of Attorney (included on signature page)
.........
*Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Saddle Brook, State of New Jersey on the 25th day
of September, 1997.
INTERCHANGE FINANCIAL SERVICES CORPORATION
By: /S/ANTHONY LABOZZETTA
Anthony Labozzetta
Senior Vice President and Treasurer
(Chief Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony S. Abbate and Anthony Labozzetta,
and either of them (with full power in each to act alone), his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registrant Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
/S/ANTHONY D. ANDORA Chairman of the Board September 25, 1997
Anthony D. Andora and Director
/S/ANTHONY S. ABBATE President, Chief Executive September 25, 1997
Anthony S. Abbate Officer and Director
/S/ANTHONY LABOZZETTA Senior Vice President and September 25, 1997
Anthony Labozzetta Treasurer
(Chief Accounting Officer)
/S/DONALD L. CORRELL Director September 25, 1997
Donald L. Correll
/S/ANTHONY R. COSCIA Director September 25, 1997
Anthony R. Coscia
/S/JOHN J ECCLESTON Director September 25, 1997
John J. Eccleston
/S/DAVID R. FICCA Director September 25, 1997
David R. Ficca
/S/JAMES E. HEALEY Director September 25, 1997
James E. Healey
/S/NICHOLAS R. MARCALUS Director September 25, 1997
Nicholas R. Marcalus
/S/ELEANORE S. NISSLEY Director September 25, 1997
Eleanore S. Nissley
/S/JEREMIAH F. O'CONNOR Director September 25, 1997
Jeremiah F. O'Connor
/S/ROBERT P. RITTEREISER Director September 25, 1997
Robert P. Rittereiser
/S/BENJAMIN P. ROSENZWEIG Director September 25, 1997
Benjamin Rosenzweig
INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
FILE 33-82530
EXHIBIT 4(C)
<PAGE>
INTERCHANGE FINANCIAL SERVICES CORPORATION
STOCK OPTION AND INCENTIVE STOCK PLAN OF 1997
1. PURPOSES. This Stock Option and Incentive Stock Plan of 1997 (the "Plan")
of Interchange Financial Services Corporation (the "Company") is
established so that the Company may make available to Key Employees ("Key
Employees") the opportunity to acquire ownership of Company stock pursuant
to options intended to qualify as incentive stock options ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and stock options that do not qualify as
Incentive Stock Options (Non-Qualified Options), as well as other awards of
common stock subject to such restrictions as provided herein. It is
anticipated that such stock options and awards of restricted stock will
materially assist the Company in providing incentives to Key Employees, to
provide long term gain through their outstanding service to the Company and
its stockholders and to assist in retaining people of ability and
initiative in senior management positions.
2. ADMINISTRATION. The Plan shall be administered by the Compensation/Stock
Option Committee (the "Committee"), which shall be appointed, from time to
time, by the Board of Directors, and shall consist of not less than two
non-employee directors of the Company. Any member of the Committee who is
not a non-employee director within the meaning of Rule 16b-3 (or any
successor rule or regulation) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") shall be excluded from all Committee actions
and votes regarding the Plan. The Committee shall have full power and
authority, subject to the terms and conditions of the Plan, to determine
the Key Employees to whom awards may be made under the Plan, the number of
such shares and the type of option (Incentive Stock Option, Non-Qualified
Stock Option, or both) to be awarded to each of such Key Employees, the
applicable terms and conditions of such awards or other grants of
restricted stock and all other matters which may arise in the
administration of the Plan. The determination of the Committee concerning
any matter arising under or with respect to the Plan or any awards granted
shall be final, binding and conclusive on all interested persons. Awards
shall be made only in accordance with the recommendation of the Committee
and with the approval of the Board of Directors. The Committee may, as to
all questions of accounting, rely conclusively upon any determinations made
by the independent auditors of the Company.
3. STOCK AVAILABLE FOR AWARDS. There shall be available for option under the
Plan and for other awards a total of 425,250 shares of the Company's Common
Stock (the "Stock"), subject to any adjustments which may be made pursuant
to Section 4(i). Shares of Stock used for purposes of the Plan may be
either authorized and unissued shares or treasury shares or both. Stock
covered by options which have terminated or expired prior to exercise or
have been surrendered and canceled as contemplated by Section 4(m) or any
stock forfeited as contemplated by Section 5(c) shall be available for
further option.
4. TERMS AND CONDITIONS OF OPTIONS.
(a) GENERAL. Each option granted shall be in writing and shall
contain such terms and conditions as the Committee may determine,
which terms and conditions need not be the same in each case.
Each option shall be designated as an Incentive Stock Option or
as a Non-Qualified Option, as the case may be.
(b) ELIGIBILITY. Key Employees of the Company, and of any subsidiary
corporation of the Company ("Subsidiary"), as defined in Section
424(f) of the Code, shall be eligible to receive awards under the
Plan, provided that no award may be granted to any director who
is not also an employee of the Company or a Subsidiary.
Eligibility to receive options shall be determined by the
Committee.
(c) OPTION PRICE. The price at which each share of Stock covered by
an option granted hereunder may be purchased shall be the price
of a share of Stock on the date of grant as reported by the
American Stock Exchange ("AMEX") or, if there is no reported
trade on that date, on the last preceding date on which a trade
was reported. The "date of grant" shall be the date as of which
an option shall become effective as determined by the Committee
provided that the date of grant cannot precede the date on which
the Committee awards such option.
(d) OPTION PERIOD. The period for exercise of an option shall not
exceed ten years from the date the option is granted. Options
shall become exercisable during the option period at the rate set
by the Committee, provided that: (i) no option may be exercised
prior to one year after date of grant and (ii) the aggregate fair
market value (at time of grant) with respect to which Incentive
Stock Options are exercisable for the first time by any optionee
during any calendar year (under the Plan or any other stock
option plan of the Company or any Subsidiary) shall not exceed
$100,000. Notwithstanding the foregoing, upon a "Change of
Control" (as defined below) options shall become immediately
exercisable to the full extent of the original award. "Change of
Control" shall occur upon:
(i) The acquisition by any person (including a group, within the
meaning of Section 13(d) or 14(d)(2) of the Exchange Act), other
than the Company or any of its Subsidiaries without the prior
written approval of the Company's Board of Directors, of
beneficial ownership (within the meaning of Exchange Act Rule
13d-3) of 20% or more of the then outstanding shares of stock in
a transaction or series of transactions not approved by a vote of
at least a majority of the "Continuing Directors" (as defined
below); or
(ii) Individuals who, as of January 1, 1997, constitute the Board of
Directors of the Company (generally the "Directors" and as of
January 1, 1997, the "Continuing Directors") cease for any reason
to constitute at least a majority thereof, provided that any
person becoming a Director subsequent to January 1, 1997 whose
nomination for election was approved by a vote of at least a
majority of the Continuing Directors (other than a nomination of
an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used
in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be
deemed to be a Continuing Director.
Subject to the provisions of paragraph (f), options that have
become exercisable shall remain exercisable until expiration or
exercise, whichever occurs first.
(e) EXERCISE OF OPTIONS. To exercise an option, the option holder
shall give written notice to the Company specifying the number of
shares to be purchased and accompanied by payment in full of the
purchase price thereof. Such purchase price may be paid in cash,
or, with the consent of the Committee, in whole or in part by the
surrender of shares of Stock held for a period of time as
determined by the Committee and having a fair market value, as
determined by the Committee, equal to such purchase price or the
portion thereof which is not paid in cash. An option holder shall
have none of the rights of a stockholder until the shares are
paid for in full and issued to the option holder.
(f) EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. No option may be
exercised after the termination of employment of an optionee,
except that if such termination occurs by reason of retirement,
disability, or death (as described below) an extended period is
permitted to exercise those options which are exercisable on the
date of termination. Such extended period may not exceed the
original option period or the last day on which options may be
exercised under the Plan. If termination of employment occurs by
reason of: (i) retirement at normal or late retirement age under
any tax-qualified retirement, profit sharing or employee stock
ownership plan maintained by the Company or any Subsidiary in
which the optionee is employed, the extended period shall be 90
days; (ii) disability, which shall mean the inability due to
injury or illness which prevents the optionee from performing the
material duties of his position, and said inability is expected
to last for at least six months, the extended period shall be 90
days; and (iii) death while employed, the extended period is 180
days. Notwithstanding the foregoing, unexercisable options shall
be forfeited unless the Committee, in its sole discretion,
accelerates the exercisability of some or all of such options. In
no event, however, shall any option be exercisable more than ten
years from the date of grant thereof.
(g) Nothing contained in the Plan or in any option granted shall
confer on any employee any right to continue his employment or
interfere in any way with the right of his employer to terminate
his employment at any time.
(h) NONTRANSFERABILITY OF OPTIONS. During an optionee's lifetime his
option shall be exercisable only by him. No option shall be
transferable other than by will or the law of descent and
distribution.
(i) ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of a
stock split, stock dividend, combination of shares,
recapitalization, reorganization, merger, consolidation, rights
offering, or any other change in the corporate structure or
shares of the Company, the Board of Directors shall make such
adjustment, if any, as it deems appropriate for purposes hereof
in the number and kind of shares subject to the Plan, in the
number and kind of shares covered by outstanding options, or in
the option prices.
(j) REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each option
shall be subject to the requirement that if at any time the Board
of Directors of the Company shall determine that registration,
listing or qualification of the shares covered thereby upon any
securities exchange or under federal or state law, or in the
consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with,
the granting of such option or the purchase of shares thereunder,
no such option may be exercised unless and until such
registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Any person exercising an
option shall make such representations and agreements and furnish
such information as the Board of Directors may request to assure
compliance with the foregoing or any other applicable legal
requirements.
(k) DURATION. Unless sooner terminated by the Board of Directors, the
Plan shall terminate on, and no option shall be granted hereunder
after, December 31, 2006.
(l) AMENDMENT. The Board of Directors of the Company may amend the
Plan at any time. No amendment shall, unless approved by
stockholders of the Company: (i) increase the maximum number of
shares for which options or other awards of Stock may be granted
under the Plan; (ii) reduce the minimum option price provided
herein; or (iii) extend the period during which options may be
granted or exercised. Notwithstanding the foregoing, the Board of
Directors shall have the right to accept the surrender of and
cancel options issued under the Plan and reissue those options
and to amend the terms of outstanding options upon the following
terms and conditions.
(m) SURRENDER, CANCELLATION AND REISSUE OF OPTIONS. The Board of
Directors may, upon invitation by it during the term of this Plan
to any holder(s) of options under this Plan to do so, accept the
surrender of outstanding options, cancel such options and issue
in exchange therefor new options under this Plan provided:
(i) the tender of options for surrender is in accordance with
such conditions as the Board of Directors set forth in its
invitation for that surrender;
(ii) the number of shares covered by an option issued in exchange
for a surrendered and canceled option shall not exceed the
number of shares covered by the option surrendered and
canceled;
(iii)the price and all other terms of each option issued in
exchange shall comply with the requirements of this Plan for
the issuance of options; and
(iv) no such invitation for surrender of options shall be made by
the Board of Directors unless it shall have first received a
recommendation of the Committee that it is in the interest
of the Company to provide an opportunity for the surrender
and cancellation of outstanding options and the issue of new
options in exchange therefor upon more appropriate terms and
conditions, including exercise price.
(n) In the case of any person owning more than 10 percent of the
common stock of the Company, such person may not be granted an
Incentive Stock Option with an exercise price lower than 110
percent of the closing price of a share of stock on the date of
grant as reported by the AMEX or, if there is no reported trade
on that date, on the last preceding date on which a trade was
reported. Further, the option received by such person(s) may not
have an exercise period that exceeds five years from the date the
option is granted.
5. TERMS AND CONDITIONS OF RESTRICTED STOCK AND PURCHASED RESTRICTED STOCK
(a) ELIGIBILITY TO RECEIVE RESTRICTED STOCK AND PURCHASED RESTRICTED
STOCK. Certain key executives of the Company, as determined by the
Board of Directors of the Company, shall be eligible to receive Stock
that is subject to the requirements of this Section and such other
restrictions as the Committee deems appropriate or desirable
("Restricted Stock"). Some shares of Restricted Stock may be acquired
in lieu of some or all of certain cash bonus payments otherwise due a
key executive ("Purchased Restricted Stock"). Shares of Purchased
Restricted Stock which a key executive elects to acquire in lieu of
receiving additional cash bonus shall be acquired by the key executive
at a price to be determined by the Committee.
(b) TRANSFER RESTRICTIONS. Except as otherwise provided in this Section,
no shares of Restricted Stock or Purchased Restricted Stock shall be
sold, exchanged, transferred, pledged, or hypothecated for such period
as the Committee shall determine in its discretion (the "Restriction
Period").
(c) TRANSFER RESTRICTIONS ON TERMINATION OF EMPLOYMENT. If a holder of
Restricted Stock or Purchased Restricted Stock terminates employment
for any reason other than retirement, disability, or death within the
Restriction Period, some shares of Restricted Stock or Purchased
Restricted Stock may be subject to forfeiture by the holder, and if
forfeited, shall revert to the Plan. In no event shall any cash be
transferred to a holder of Restricted Stock upon the forfeiture of
Restricted Stock. The holder of Purchased Restricted Stock, upon
forfeiture, shall be entitled to receive a cash amount equal to the
amount paid for such stock. Such forfeited shares of Restricted Stock
or Purchased Restricted Stock shall again become available for award
under the Plan.
(d) OTHER TERMS AND CONDITIONS. The Committee may require under such terms
and conditions as it deems appropriate or desirable that the
certificates for Stock delivered under the Plan may be held in custody
by a bank or other institution, or that the Company itself may hold
such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse and may require, as a condition
of any receipt of Restricted Stock or Purchased Restricted Stock that
the executive shall have delivered a stock power endorsed in blank
relating to the Restricted Stock or Purchased Restricted Stock.
(e) CHANGE OF CONTROL. Notwithstanding any provision of the Plan to the
contrary, upon a "Change of Control" (as defined in Section 4(d)), the
Restriction Period for any holder of Restricted Stock or Purchased
Restricted Stock shall be deemed to end and all restrictions on shares
of Restricted Stock or Purchased Restricted Stock shall lapse.
6. EFFECTIVENESS OF PLAN. This Plan will be effective on the date it is
approved by the holders of not less than a majority of the outstanding
shares of voting stock of the Company represented and entitled to vote
thereon at a meeting thereof duly called and held for such purpose, and no
option granted shall be exercisable prior to such approval.
7. OTHER ACTIONS. This Plan shall not restrict the authority of the Board of
Directors of the Company, for proper corporate purposes, to grant or issue
stock options, other than under the Plan, to or with respect to any
employee or other person.
8. WITHHOLDING. The Company shall have the right to require an optionee or
other person entitled to receive Stock, under a Non-Qualified Option or
under an Incentive Stock Option if the optionee makes a disqualifying
distribution as described in Section 422 of the Code or under any other
award of Stock, to pay to the Company the amount which the Company is or
will be required to withhold with respect to such Stock in order for the
Company to pay taxes or to claim an income tax deduction with respect to
such stock. In lieu of such payment, the Company will be entitled to
retain, or sell upon not less than 10 days' prior written notice to the
optionee, a sufficient amount of such Stock to cover the amount required to
be withheld, such notice to be deemed given when sent first class, postage
prepaid, to the address of the optionee as it appears on the records of the
Company.
9. MISCELLANEOUS. The masculine pronoun wherever used included the feminine
pronoun.
Any notices provided or under this Plan shall be in writing and sent by
certified mail. Notices to the Company shall be addressed to the address of
the Company's principal office in Saddle Brook, New Jersey, Attention:
Compensation/Stock Option Committee. Notices sent by the Company shall be
sufficiently made if sent by certified mail addressed to such person at the
address as it appears in the regular records of the Company.
The Board of Directors and Officers of the Company shall be indemnified by
the Company against reasonable expenses, including attorney's fees,
actually and necessarily incurred in connection with the defense of any
action, suit or proceeding or in connection with any appeal thereof, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any award
thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected
by the Company) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such member of
the Board has breached his duty of loyalty to the Company, committed an act
not of good faith or in knowing violation of law, or has received an
improper personal benefit; provided that within 60 days after institution
of any such action, suit or proceeding a member of the Board of Directors
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.
The Plan shall be construed, administered and enforced according to the
laws of the United States and the laws of the State of New Jersey to the
extent the latter is not preempted by the former. Further, grantees of any
options under this plan shall be requested to consent to the exclusive
jurisdiction of the superior court of the State of New Jersey located in
Bergen County, New Jersey, to the extent such consent is lawful and except
that this consent shall not affect the jurisdiction of any Federal court.
10. This Plan shall be known as the Stock Option and Incentive Stock Plan of
1997.
INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
FILE 33-82530
EXHIBIT 5
<PAGE>
NORRIS, MCLAUGHLIN & MARCUS
A PROFESSIONAL CORPORATION
COUNSELLORS AT LAW
P.O. BOX 1018
SOMERVILLE, NJ 08876-1018
908-722-0700
TELECOPIER (908) 722-0755
September 30, 1997
Interchange Financial Services Corporation
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
Gentlemen:
We refer to the proposed registration for issue and sale by Interchange
Financial Services Corporation (the "Company") of 299,250 shares of the
Company's Common Stock (the "Shares"), no par value per share, to participants
in the Interchange Financial Services Corporation Stock Option Plan of 1989, now
entitled the Stock Option and Incentive Stock Plan of 1997 (the "Plan") upon the
issuance of restricted stock and/or the exercise or stock options, in either
case granted to them pursuant to the Plan.
We have examined copies of Amendment Number 1 to the Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, (the "Act")
which the Company proposes to file with the Securities and Exchange Commission
with respect to the Plan and Shares. We have also examined such corporate
records, certificates of public officials or corporate officers and agents, and
other documents we have deemed necessary in order to enable us to render the
opinion set forth below.
Based on the foregoing examination, it is our opinion that the Shares
are validly authorized and, assuming (a) the Shares issuable will be validly
authorized, in the case of restricted stock, on the dates of issuance, and in
the case of stock options, on the dates of exercise, (b) the above-mentioned
Amendment Number 1 to the Registration Statement on Form S-8 becomes effective
under the Act, (c) in the case of restricted stock the restricted stock will
have been duly issued and delivered pursuant to the Plan, (d) the due execution
of certificates evidencing so many of the Shares as are restricted stock and
delivery of the same certificates upon lapsing of the applicable restrictions
and in the case of Purchased Restricted Stock (as defined in the Plan) against
payment therefor in accordance with the Plan, (e) in the case of stock options,
the stock options will have been duly executed, issued and delivered pursuant to
the Plan on the dates of exercise, (f) in the case of stock options, the stock
options are duly exercised in accordance with the Plan, (g) due execution and
delivery of certificates evidencing so many of the Shares as are Shares acquired
by the exercise of stock options against payment therefor in accordance with the
Plan, and (h) no change occurs in the applicable laws or pertinent facts, the
Shares so issuable will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement and to the reference to this firm under
the heading "Legal Matters", in the prospectus contained therein. In giving this
consent we do not hereby admit that we are within the category of persons whose
consent is required under Section 7(b) of the Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
NORRIS, MCLAUGHLIN & MARCUS
By: /s/Peter D. Hutcheon
-------------------------
PETER D. HUTCHEON
A Member of the Firm
PDH/jfb
INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
FILE 33-82530
EXHIBIT 23
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-82530 of Interchange Financial Services
Corporation on Form S-8 of our report dated January 20, 1997, appearing in the
Annual Report on Form 10-K of Interchange Financial Services Corporation for the
year ended December 31, 1996.
DELOITTE & TOUCHE
September 26, 1997
