PRRN14A 1 if60322.txt SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 (Amendment No.1 ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: Preliminary Proxy Statement [X] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 INTERCHANGE FINANCIAL SERVICES CORPORATION ------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) COMMITTEE TO PRESERVE SHAREHOLDER VALUE ------------------------------------------------------------------------- (Name of Person (s) filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 5) Total Fee Paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------------------ INTERCHANGE FINANCIAL SERVICES CORPORATION ---------- ANNUAL MEETING OF SHAREHOLDERS May , 2006 ---------- PROXY STATEMENT OF THE INTERCHANGE FINANCIAL SERVICES CORPORATION COMMITTEE TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE") [OPPOSES THE BOARD OF DIRECTORS OF INTERCHANGE FINANCIAL SERVICES CORPORATION] This Proxy Statement and WHITE proxy card are being furnished to holders of the common stock (the "Shareholders"),(the "Common Stock") of Interchange Financial Services Corporation (the "Company") a New Jersey Corporation, in connection with the solicitation of proxies (the "Proxy Solicitation") by the Interchange Financial Services Corporation Committee to Preserve Shareholder Value (the "Committee"). The Annual Meeting of Shareholders is to be held on May _____, 2006. Please refer to the Company's proxy statement for the time and location of this meeting (the "Annual Meeting"). Shareholders who own the Common Stock on March 3, 2006 will be entitled to vote ("Annual Meeting Record Date"). The Company's principal executive offices are located at Park 80 West/Plaza Two, Saddle Brook, New Jersey 07663. At the Annual Meeting, the Company will be seeking (i) the election of five Directors for a term of three years or until a successor has been elected and qualified and (ii) ratification of the appointment of Deloitte & Touche, LLP independent auditors. The Committee members own approximately 1,024,405 shares, which represents _._% of the Company's outstanding Common Stock, as of __________, 2006, based upon the Company's Form 10-K filed for the period ending December 31, 2005 and are soliciting the votes of other Shareholders to elect two Directors for a three-year term at this year's Annual Meeting in opposition to the five (5) directors nominated for election by the Company. The Committee is soliciting your proxy in support of the election of Neal Axelrod (Axelrod) and Raymond Vanaria (Vanaria)(the "Committee Nominees") to the Company's Board of Directors. The Committee consists of the Committee Nominees, Seidman and Associates, L.L.C.("SAL"), a New Jersey Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II"), a New Jersey Limited Partnership; Broad Park Investors, L.L.C., a New Jersey limited liability company ("Broad Park"), Federal Holdings, LLC ("Federal"), a New York Limited Liability Company; Pollack Investment Partnership, LP ("PIP"), a New Jersey Limited Partnership, Dennis Pollack ("Pollack"), and Lawrence Seidman ("Seidman"). This Proxy Statement and WHITE proxy card are being first mailed or furnished to Shareholders on or about April ______, 2006. The Committee's goal is to preserve shareholder value. It is the opinion of the Committee that one of the best ways to accomplish this goal is through the representation of a significant shareholder on the Board of Directors. Mr. Seidman requested that the Board be expanded by one (1) and that a Committee representative be added to the Board. This would have avoided the need for a time-consuming and expensive proxy contest. The Company refused this request. Through representation on the Board of Directors, the Committee's Nominees would attempt to persuade the Board of Directors to: (i) accelerate the Company's share repurchase program; and (ii) retain an investment banker to determine the value of the Company in a sale versus remaining independent. Remember, your last dated proxy is the only one that counts, so return the WHITE card even if you delivered a prior proxy. We urge you not to return any proxy card sent to you by the Company. 1 Your vote is important, no matter how many or how few shares you hold. If your shares are held in the name of a brokerage firm, bank, or nominee, only they can vote your shares, and only upon receipt of your specific instructions. Accordingly, please return the WHITE proxy card in the envelope provided by your Bank or Broker, or contact the person responsible for your account and give instructions for such shares to be voted for the Committee Nominees. If your shares are registered in more than one name, the WHITE proxy card should be signed by all such persons to ensure that all shares are voted for the Committee's Nominees. Please refer to the Company's proxy statement for a full description of management's proposals, the securities ownership of the Company, the share vote required to ratify each proposal, information about the Company's Officers and Directors, including compensation, information about the ratification of the appointment of Deloitte & Touche, LLP, as independent auditors and the date by which Shareholders must submit proposals for inclusion at the next Annual Meeting. Holders of record of shares of Common Stock on the Annual Meeting Record Date are urged to submit a proxy even if such shares have been sold after that date. The number of shares of Common Stock outstanding as of the Annual Meeting Record Date is disclosed in the Company's proxy statement. Each share of Common Stock is entitled to one vote at the Annual Meeting. If you have any questions or need assistance in voting your shares, please call: D. F. King & Co. Attn: Richard Grubaugh 48 Wall Street New York, New York 10005 (Call Toll Free (888)628-8208) 2 THE COMMITTEE'S GOAL: MAXIMIZE THE VALUE OF THE COMPANY'S STOCK FOR ALL The Committee believes its fellow Shareholders have the same goal: to maximize the value of the Company's stock they purchased. The Committee believes that the Company should immediately retain an investment banker to analyze the Company's value in a sale versus remaining independent to assist the Company's Board in reaching an informed decision on how to maximize shareholder value. An investment banking firm would be able to provide the Board with invaluable statistical and market data that the Company could not obtain on its own. This information should assist the Board in making an informed financial decision. In addition, the investment banker would be asked to evaluate whether the Company can make in-market acquisitions that are accretive (acquisitions that will add to the earnings per share of the Company within one year) and hopefully suggest ways to improve the Company's efficiency ratio. The only way the Committee can be assured that its proposals receive appropriate consideration is through Board representation. The Committee has urged management to pursue acquisition/merger discussions with potentially interested banks so the Company could properly compare the economic benefits of an acquisition of other financial institutions to a sale of the Company. Mr. Anthony Abbate, (Abbate), President and Chief Executive Officer of the Company, at a breakfast meeting with Mr. Seidman, admitted that he was aware of several financial institutions willing to pay a significant premium to the Company's then trading price of approximately $17.00 per share. It was also discussed that at least one of the most interested possible buyers most likely would be acquired within the next two to three years. Such a transaction would provide the Shareholders with an opportunity for a second acquisition premium, or a "double dip." Mr. Abbate admitted that he was not interested in pursuing a sale of the Company because he just was not ready to retire. No guarantee, or assurance, can be given that the Committee's proposals will result in a maximization of Shareholder value. It is simply, and solely, the Committee's opinion that these proposals are likely to produce positive results for all Shareholders. MR. SEIDMAN'S BREAKFAST MEETING WITH MR. ABBATE Prior to Mr. Seidman's filing of the original Schedule 13D on April 13, 2005, he had a breakfast meeting with Mr. Abbate. At this meeting, Messrs. Seidman and Abbate discussed ways to enhance shareholder value. Mr. Seidman requested that the size of the Company's Board be enlarged by one seat and that Mr. Seidman's representative be added to the Board. Mr. Abbate stated that he thought that in a sale, the Company was worth more than Mr. Seidman's $23 to $24 per share valuation. Mr. Abbate also admitted that a sale of the Company was the best way to maximize shareholder value. Unfortunately, he said he would not pursue a sale at this time because he was not ready to retire. MR. SEIDMAN'S MAY MEETING WITH MESSRS. ABBATE AND ANTHONY D. ANDORA ("ANDORA") In May 2005, Mr. Seidman and his attorney met with Messrs. Abbate and Andora, and the Company's attorney. Mr. Seidman again requested that the Company's Board be enlarged by one (1) seat, and that Mr. Seidman's representative be added to the Board. Mr. Seidman also re-stated his position that the Company's earning per share had not materially increased in the past 21/2years. Mr. Seidman suggested that the Board conduct a comprehensive study to determine if a sale of the Company would be more advantageous to the Shareholders than the Company remaining an independent financial institution, especially since certain financial institutions 3 may be interested in purchasing the Company at a reasonable premium to its present market price. Shortly after the meeting, the Company notified Mr. Seidman that his request for Board representation was denied. MR. SEIDMAN'S LETTERS TO MR. ABBATE AND ALL OF THE COMPANY BOARD MEMBERS On June 28, 2005, Mr. Seidman sent a letter to Mr. Abbate, a copy of which was attached to a filed Schedule 13D, Amendment #1. The June 28, 2005 letter conveyed Mr. Seidman's disappointment with: (i) the Company's refusal to enter into meaningful and substantive discussions concerning the best ways to enhance shareholder value; (ii) the Board's refusal to increase the Board's size to accommodate Mr. Seidman's representative on the Board; and (iii) the Company's inability to grow its earnings per share (EPS). Mr. Seidman pointed out that the Company earned the same $.23 per share for the quarter ended September 2003 and March 2005. Therefore, the Company's increased stock price did not correspond to any earnings increase. On August 22, 2005, Mr. Seidman sent another letter to Mr. Abbate, a copy of which was attached to a filed Schedule 13D, Amendment #2. This letter again complained about the lack of EPS growth. In addition, the letter also complained about the Company's failure to hold the line on the net interest margin. As an attachment to the letter, Mr. Seidman included exhibits that compared the Company's peer group ranking for EPS growth, net interest margin growth and net interest margin. In addition, Mr. Seidman suggested that because of the stagnant EPS growth, that if Mr. Abbate was serious about maximizing shareholder value, the Company should hire an investment bank and solicit bids from potential acquirers. The basis of Mr. Seidman's complaints about the lack of EPS growth and failure to hold the line on the net interest margin are based upon the data contained in the Exhibits attached to the letter. On November 11, 2005, Mr. Seidman sent another letter to Mr. Abbate, a copy of which was attached to a filed Scheduled 13D, Amendment #3. In the letter, Mr. Seidman complained about the Company's lagging stock price compared to its peers and again noted that the Company had no core earnings growth. It was Mr. Seidman's opinion that there were a handful of companies willing to pay a significant premium to the Company's November 8, 2005 trading price of $17.71. In addition, it was also Mr. Seidman's opinion that some of these potential acquirers would be acquired in the next two to three years, providing the Company Shareholders an opportunity for a second acquisition premium or a "double dip." Mr. Seidman does not have any binding offer from any financial institution. In addition, there is no assurance that any bid for the Company above the current market price would be forth coming from any financial institution in the event the Company chose to implement the Committee's recommendations. In addition, there is no assurance that the specific company discussed would be acquired within the next two to three years. As stated above, each letter has been filed with the Securities and Exchange Commission and they are publicly available to be read in their entirety by any Shareholder. Mr. Seidman, upon request, will provide copies of any of the letters to any Shareholder. TWO CANDIDATES ARE NOMINATED FOR THE COMPANY'S BOARD OF DIRECTORS By letter dated December 9, 2005, SAL nominated Messrs. Vanaria and Axelrod for election to the Company's Board of Directors at the Company's 2006 Annual Meeting in opposition to the directors to be proposed by the Company's management. (See Schedule 13D, Amendment #4 filed on December 12, 2005). By letter dated December 19, 2005, Mr. Abbate informed Seidman that the Nominating Committee of the Board of Directors determined that Messrs. Axelrod and Vanaria were not eligible to 4 serve on the Board of Directors pursuant to Article II, Section 10 of the Company's bylaws. Mr. Seidman and his counsel disagreed with the Company's position but to avoid costly litigation, Mr. Axelrod, by letter dated January 9, 2006, nominated himself and Vanaria for election to the Company's Board of Directors. The Company, by letter dated January 26, 2006, also rejected Mr. Axelrod's attempt to nominate Mr. Vanaria and himself. On January 17, 2006, the Company amended its bylaws to establish procedural and informational requirements with respect to shareholder nominations of individuals for election to the Company's Board of Directors (See Form 8-K filed on January 23, 2006). The nomination of Messrs. Vanaria and Axelrod was not submitted in compliance with the procedural and informational requirements of the January 17, 2006 amendments to the Company's By-laws. On February 2, 2006, SAL and Axelrod filed suit by way of Order to Show Cause and Complaint (Superior Court of New Jersey, Chancery Division, Passaic County, (Docket No. C-25-06) against the Company and all its directors, requesting, in part, that the Court declare the nomination of Vanaria and Axelrod to be proper and for an order directing the Company to provide SAL and Axelrod, or their representatives, with the appropriate shareholder lists. THE COMPANY HAS HIT A PER SHARE EARNINGS WALL The following chart demonstrates that the Company's EPS has been basically flat since the end of the September 2002 quarter. YEAR Q1-MAR Q2-JUN Q3-SEP Q4-DEC ---------- ------ ------ ------ ------ 2005 .23 .23 .24 .30* 2004 .20 .22 .24 .27 2003 .23 .23 .23 .22 2002 .23 .23 * Approximately $.04 of the EPS increase is from a onetime gain from the curtailment of the Defined Benefit Pension Plans. Therefore, the appreciation in the Company's stock price can only be attributed to an increase in the Company's Price to Earnings Ratio, and not an increase in its EPS. It is Mr. Seidman's opinion based upon approximately 20 years as an investor in financial institutions that if the management of the Company cannot increase core operating revenues and EPS, exclusive of one-time expense reductions, then management should seek a sale or merger for the Company. THE PRICE RECEIVED BY ALL NEW JERSEY BANKS IN THE LAST TWO CALENDAR YEARS COMPARED TO THE COMPANY'S FINANCIAL RESULTS The Company's stock, based upon its closing price of $18.36 on February 3, 2006, is trading at 2.06 times its December 31, 2005 approximate $8.89 book value and 18.54 times its diluted earnings per share of $.99 for the twelve months ended December 31, 2005. The Company's return on average equity for calendar year 2005 was 12.38%. In the opinion of the Committee, unless the Company can do a material accretive acquisition, or significantly increase its earnings per share and return on equity, a sale of the Company at this time may be more economically beneficial than the Company remaining an independent financial institution. These facts are supported by the following charts, which reflect the announced mean and median price to book value, price to last twelve months earnings multiple and deposit premium paid for New Jersey commercial banks acquired in 2004 and 2005. 5 NEW JERSEY MERGER ACTIVITY 2004 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE PRICE/ PREMIUM/ DEAL PRICE/ LTM (1)PRICE/ CORE Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3) ------------------------------------------------------- --------- --------- --------- --------- --------- --------- 1. Sun Bancorp Inc./Community Bancorp of NJ 2/16/04 83.2 316.15 33.36 25.53 20.23 Fulton Financial Corp./First Washington Fin. Corp. 6/14/04 127.2 318.15 25.51 31.76 23.42 Monmouth Community Bancorp/Allaire Community Bank 6/30/04 53.0 NM NM NM NM Valley National Bancorp/NorCrown Bank 11/9/04 141.0 317.30 24.15 25.49 19.70 Valley National Bancorp/Shrewsbury Bancorp 12/2/04 136.0 213.24 22.99 40.10 22.90 Center Bancorp Inc./Red Oak Bank 12/17/04 27.0 221.32 40.27 36.25 24.79 MEAN 94.6 277.2 29.3 31.8 22.2 MEDIAN 105.2 316.2 25.5 31.8 22.9
NEW JERSEY MERGER ACTIVITY 2005 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE PRICE/ PREMIUM/ DEAL PRICE/ LTM (1)PRICE/ CORE Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3) ------------------------------------------------------- --------- --------- --------- --------- --------- --------- 1. Fulton Financial Corp./SVB Financial Services Inc. 1/11/05 89.6 302.28 25.88 21.29 15.90 Interchange Financial Svcs./Franklin Bank 6/23/05 25.3 241.72 18.22 36.18 22.93 TD Banknorth, Inc./Hudson United Bancorp 7/11/05 1,898.7 360.35 15.12 30.36 27.34 Two River Community Bank/Town Bank 8/16/05 39.0 258.65 25.00 29.93 23.30 Sun Bancorp, Inc./Advantage Bank 8/25/05 37.0 244.20 42.85 24.42 17.99 Susquehanna Bancshares,Inc./Minotola National Bank 11/04/05 166.1 205.68 25.48 30.80 17.23 MEAN 376.0 268.8 25.4 28.8 20.8 MEDIAN 64.3 251.4 25.2 30.1 20.5
The source of the above ratios is SNL Financial Datasource. The Committee has used SNL Financial instead of the ratios provided by individual financial institutions, or its own calculations, because of SNL Financial's standardized methodology for calculating the ratios in contrast to various methods to calculate the ratios used by different individuals and institutions. The Committee has not independently verified the accuracy of the SNL Financial ratios. Based upon the bank 2004 mean and median valuations shown above, as well as the Company's approximate $8.89 book value, $.99 diluted earnings per share, $1.260 billion in total deposits and $1.224 billion in core deposits* for the Calendar Year ending 2005, the Company is worth the following per share dollar amounts: 6 Price/ Franchise Premium/ Deposit Core Deposits Book Value LTM Earning (1)(3) (2)(3) ----------- ----------- ----------- ------------------ MEAN 24.65 28.96 19.58 18.69 MEDIAN 28.11 25.25 19.90 19.12 *estimated $ amount Based upon the bank 2005 mean and median valuations shown above, as well as the Company's approximate $8.89 book value, $.99 diluted earnings per share, $1.260 billion in total deposits and $1.224 billion in core deposits* for the Calendar Year 2005, the Company is worth the following per share dollar amounts: Price/ Franchise Premium/ Deposit Core Deposits Book Value LTM Earning (1)(3) (2)(3) ----------- ----------- ----------- ------------------ MEAN 23.90 25.17 18.02 17.84 MEDIAN 22.35 24.99 18.83 17.66 *estimated $ amount ---------- (1)PRICE/DEPOSIT - Deal Value as a percentage of the Entity Sold's total deposits. If the Buyer acquires less than 100% of the Entity Sold's Equity, the denominator of the ratio is multiplied by the percent acquired. DEAL VALUE -- Aggregate price paid for the equity of the Entity Sold in the transaction, as of the event in question. Where available, Deal Value is calculated as the number of fully diluted shares outstanding, less the number of shares excluded from the transaction, multiplied by the deal value per share, less the number of "in the money" options/warrants/stock appreciation rights times the weighted average strike price of the options/warrants/stock appreciation rights. Deal Value excludes debt assumed and employee retention pools. (2)FRANCHISE PREMIUM/CORE DEPOSITS - (Deal Value - Entity Sold's Tangible Book) /Entity Sold's Core Deposits. CORE DEPOSITS - Federally insured Bank deposits, excluding accounts with balances over $100,000 and brokered deposits. TANGIBLE EQUITY - Total Equity less Total Intangible Assets. (3) The source for the above ratios and definitions is SNL Financial. There can be no assurance or guarantee that the Company would receive a price equal to or greater than the mean or median ratio stated above. THEREFORE A VOTE FOR THE COMMITTEE NOMINEES IS A VOTE TO START THE PROCESS TO ACCELERATE THE SHARE REPURCHASE PROGRAM, LOOK AT POTENTIAL ACCRETIVE ACQUISITIONS AND IF UNFEASIBLE TO SELL THE COMPANY FOR A PREMIUM PRICE, WHICH IS OPPOSED BY THE PRESENT BOARD AND MANAGEMENT Each Shareholder should be aware that the present election is only to elect five Directors to the Board of Directors of the Company (the Committee is running two nominees) and has nothing to do with the election of Directors for Interchange Bank (the "Association"), the principal operating subsidiary of the Company. The present Directors of the Company, even if the Committee Nominees win this election, will still be able to appoint the Board of Directors of the Association, including the Company Nominees, even if they lose the election. If a sale of the Company is not possible at a satisfactory price, the Committee Nominees, if elected, will (i) review in detail the Company's business plan, 7 (ii) discuss the Company's business plan with the Company's management, advisors, and the other directors and (iii) based upon their past business experience, make recommendations they feel will have the effect of increasing the Company's net income, earnings per share, earning assets and deposits. There is no assurance that the Committee Nominees will have any suggestions that the Company had not already considered. Furthermore, there is no assurance that any suggestions made by the Committee Nominees would be approved by a majority of the Company's Board. The Committee Nominees would however, request that the Company aggressively pursue its publicly announced stock repurchase program. In addition, the Committee Nominees will attempt to persuade the Company to pursue an accretive acquisition. The Board of Directors of the Company would have to determine a satisfactory price, which could be either all cash or stock or a combination of cash and stock. (The Board would have to make the same determination with respect to the consideration to be received in connection with a sale of the Company.) To accomplish the Committee's goal, the Committee Nominees, if elected, will need the cooperation of five of the other Directors. Furthermore, the Committee Nominees' plans could change, subject to the fiduciary duty they will owe to all Shareholders, if elected. The Committee bases its position that the Board of Directors and Management of the Company oppose a sale of the Company upon statements by Mr. Abbate to Mr. Seidman at their breakfast and subsequent phone conversations. Mr. Abbate stated that at the present time the Board is not interested in pursuing a sale of the Company and would prefer remaining independent. Shareholders will not be afforded a separate opportunity to vote on the implementation of a stock repurchase program. Shareholders will be required to vote on certain sales or mergers involving stock, but a cash acquisition may not require Shareholder approval. On July 26, 2005, the Company announced that the Board of Directors had authorized a stock repurchase program until July 31, 2006 for 950,000 shares, or approximately 5%, of the Company's outstanding stock. As of February 3, 2006, there has been no public announcement that the Company has purchased any stock pursuant to this authorization. What is the Company waiting for? COST CONTROL On October 27, 2005, the Association's Board of Directors adopted a resolution to "freeze" all future benefit accruals and the Association's Pension Plan, a non- contributory defined benefit pension plan, effective December 31, 2005. The Company recognized a one-time pre-tax gain of approximately $1.2 million in connection with the freezing of the retirement plan. In 2006, it is anticipated that the freezing of the benefit accruals will result in annual pre-tax service cost savings of approximately $500,000. The Association amended its 401(k) plan, increasing the fixed contribution to employees to 2% from 1%. In 2006, it is anticipated that the annual pre-tax cost of the increase in the fixed contribution will be approximately $140,000. In its Form 10-Q for the quarter ended September 30, 2005 (page 29), the Company disclosed that it has "eliminated or curtailed certain positions in October which should produce estimated annual cost savings of $400 thousand. However, the cost savings realized will likely be somewhat offset by an increase in personnel in other revenue producing areas such as lending or new branch personnel." 8 MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE MAXIMIZATION OF SHAREHOLDER VALUE Seidman has been involved in proxy contests in connection with the following ten separate companies since 1995: Wayne Bancorp, Inc. ("WYNE"), IBS Financial Corp. ("IBSF"), South Jersey Financial Corp., Inc. ("SJFC"), First Federal Savings and Loan Association of East Hartford ("FFES"), Citizens First Financial Corp. ("CFSB"), Vista Bancorp, Inc. ("Vista"), United National Bancorp ("UNBJ"), GA Financial, Inc. ("GAF"), Yonkers Financial Corp. ("YFCB") and Kankakee Bancorp, Inc. ("KNK"), seeking to maximize Shareholder value by either an accretive acquisition or sale of the respective companies. WYNE, ISBF, SJFC, FFES, VBNJ, UNBJ, GAF and YFCB were sold at significant premiums to their book value and earnings, as shown by the following chart:
LTM Multiples [X] EPS Seller Buyer Book Value % [X] Director Nominees ---------- ---------------------------- ------------- ------ ------------------------------------ WYNE Valley National Bancorp 2.00 35.1 Seidman nominee on Board IBSF Hudson United Bancorp 1.87 38.4 No Seidman director on Board SJFC Richmond Cty. Fin. Corp. 1.16 24.7 Seidman and Seidman nominee on Board FFES Connecticut Bancshares, Inc. 1.37 13.5 Seidman on Board by consent VBNJ United National Bancorp 2.52 19.6 No Seidman director on Board UNBJ PNC Fin. Svcs. Group, Inc. 2.37 21.9 No Seidman director on Board GAF First Commonwealth Financial 1.84 24.3 No Seidman director on Board YFCB Atlantic Bank of New York 1.52 16.2 No Seidman director on Board
Seidman was not successful in his proxy contest with CFSB, VBNJ, UNBJ, YFCB or KNK. However, Seidman was successful in having CFSB conduct a Dutch Auction for 15% of its outstanding shares. Seidman had proposed this Dutch Auction, and in an agreement with CFSB, agreed to tender the shares he controlled into the auction and to execute a standstill agreement. CFSB's counsel told Mr. Seidman that unless he was willing to tender his shares and enter into the Standstill Agreement, CFSB would not conduct the Dutch Auction. Thus, the Dutch Auction resulted in large measure from proposals made by, and actions undertaken, by Seidman. With respect to YFCB, Seidman continually pushed YFCB to sell. On November 14, 2001 YFCB announced a sale to Atlantic Bank of New York at $29.00 cash per share, based upon the above ratios. The Board of Directors of FFES, CNY Financial Corp. ("CNYF") and Ambanc Holding Company ("AHCI"), each agreed voluntarily to increase by one (1) the size of the Board and Seidman was added to each respective Board. With respect to FFES, Seidman conducted a proxy contest to have the FFES shareholders vote to rescind certain By-laws amendments. This proxy contest was successful. Thereafter, Seidman was added to the Board. CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and 27.6 times its last twelve (12) month earnings. AHCI was sold to Hudson River Bancorp, Inc. at a premium price of 1.25 times book and 25.6 times its last twelve (12) months earnings. In addition, Seidman filed a Schedule 13D disclosing a plan to maximize shareholder value through an accretive acquisition or sale of 1st Bergen Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), Jade Financial Corporation ("IGAF") and Alliance Bancorp of New England, Inc. ("ANE"). All four institutions were sold after the respective announcements. FBER was sold to Kearney Savings Bank for 1.78 times book value and 28.6 times earnings. EGLB was sold to First Busey Corporation ("FBC") for 1.41 times book value and 30.3 times earnings. IGAF was sold to PSB Bancorp, Inc. for 0.92 times book value and 26.1 times earnings. ANE was sold to New Alliance Bancshares, Inc. for 2.46 times book value and 19.4 times earnings. Except for IGAF, these companies were sold at a significant premium to book value and earnings and its prevailing stock price. In addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize shareholder value through an accretive acquisition or sale of First Federal 9 Bancshares, Inc. ("FFBI") and Central Bancorp, Inc. ("CEBK"). FFBI conducted a Dutch Auction for approximately 30% of its outstanding shares at $33.50. Mr. Seidman tendered his shares into the Dutch Auction, selling a significant percentage of his position at a significant profit, and therefore was no longer required to file a Schedule 13D. Mr. Seidman, after significant litigation with CEBK, sold his entire position through public market sales at an approximate break-even price. Both companies are still publicly traded today. On December 6, 2002, Michael A. Griffith was appointed to the KNK Board of Directors. His appointment was part of an agreement with an investor group led by Jeffrey L. Gendell, which owned apprximately 9.8% of KNK's outstanding shares. On January 17, 2003, KNK announced, among other things, the resignation of Larry Huffman, the President and Chief Executive Officer, and the election of Mr. Griffith as the new KNK Chairman. Mr. Seidman conducted a vote "No" campaign against SE Financial Corp. ("SEFL"). SEFL was seeking approval of the SE Financial Corp. 2005 Stock Option Plan and SE Financial Corp. 2005 Restricted Stock Plan. SEFL withdrew those matters from consideration the morning of the annual shareholders meeting at which these matters were to be voted upon. The source of the above ratios is SNL Financial Datasource. The Committee has used SNL Financial instead of the ratios provided by individual financial institutions, or its own calculations, because of SNL Financial's standardized methodology for calculating the ratios in contrast to various methods to calculate the ratios used by different individuals and institutions. The Committee has not independently verified the accuracy of the SNL Financial ratios. There is no guarantee or representation made by Mr. Seidman or the Committee that the Company can be sold for a premium equal to or greater than the premium paid for the commercial banks and thrifts mentioned in this proxy statement. Furthermore, there can be no assurance that the Company could obtain a similar sales price to any of the above companies in the event the Company pursued a sale. There is also no assurance that the Committee Nominee's election to the Board will, on its own, enhance Shareholder value. However, it will send an appropriate message to the Company's management and present Board that the Shareholders desire representation on the Board by significant Shareholders. ELECTION OF COMMITTEE NOMINEES When you return the Committee's proxy card, you are only voting for Axelrod and Vanaria. Messrs. Axelrod and Vanaria have consented to being named in this Proxy statement and have agreed to serve as a Director, if elected. Raymond Vanaria is forty seven years of age and his residence address is 140 Pines Lake Drive East, Wayne, New Jersey 07470. He graduated from Fairleigh Dickinson University in 1980 with a Bachelor of Science degree in accounting and a Master of Business Administration in Finance in 1983. He is a New Jersey licensed Certified Public Accountant. From 1980-1983, he was an accountant with Price Waterhouse. From 1983 to the present, he has been employed by Malesardi, Quackenbush, Swift & Company, LLC, and has been a partner since 1988. He is currently a member of the American Institute of Certified Public Accountants, New Jersey Society of Certified Public Accountants, Lakeland Bank Advisory Board (he will resign if he is elected to the Company's Board) and Wayne Boys and Girls Club Board of Trustees. He was previously a member of the Bergen Commercial Bank Accounting Advisory Board, and St. Mary's Church Finance Committee. From 1983 to 1991, Mr. Vanaria was an Adjunct Professor of Accounting at Ramapo College of New Jersey. Neal Axelrod is fifty two years of age and his residence address is 3 Marigold Court, Edison, New Jersey 08820. He graduated from Lehigh University in 1974 with a Bachelor of Science degree in Business and Economics with majors in Accounting and Management. From 1975-1978, he was employed as an accountant with Berenson 10 Berenson Adler & Co., and from 1978 to the present, he has operated his own accounting practice through Neal Axelrod, CPA. From 1989 to 2000, he was the Executive Vice President of North Edison Baseball and Softball League, and from 1986-2002, was Executive Vice President of CJ Mustangs. From 1998 to the present, he has been Executive Vice President of Israel Sports Exchange, and from 1998 to the present, he has been a member of the New Jersey State Federation of Baseball Umpires and Interscholastic Athletic Association and Union County Amateur Softball Association. The members of the Committee have agreed to act in concert; however, they have expressly reserved the right to terminate their agreement to act in concert. During the last ten (10) years: (i) none of the Committee members has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) none of the Committee members has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or finding any violation with respect to such laws; (iii) the Committee members, other than SIPII, Pollack, PIP, Broad Park and the Committee Nominees were parties to a civil proceeding that ultimately mandated activities that were subject to federal securities laws. Specifically, a civil action was filed by IBSF during a proxy contest with certain members of the Committee, in the U.S. District Court. This litigation named the members of the Committee, as Defendants; except SIPII, Pollack, PIP, Broad Park and the Committee Nominees. The claim was made that three members on the Committee did not make all of the disclosures required by the Securities Exchange Act of 1934. The District Court entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed in part, and remanded the matter, determining that two (2) additional disclosures should have been made. Pending the remand, an Amended Schedule 13D was filed making additional disclosures with regard to Seidcal Associates and Kevin Moore concerning the background, biographical and employment information on Brant Cali of Seidcal and Kevin Moore of Federal. Thereafter, the District Court entered a Judgment After Remand, which directed the inclusion of these disclosures in the Schedule 13D. None of the Committee members is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. In addition, none of the Committee members or any associates of the Committee members have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party. Mr. Seidman is the manager of SAL, General Partner of PIP, and is the President of the Corporate General Partner of SIP and SIPII and the investment manager for Broad Park and Federal; and, in that capacity, Mr. Seidman has the authority to cause those entities to acquire, hold, trade, and vote these securities. SAL, SIP, SIPII, Broad Park, PIP and Federal were all created to acquire, hold, and sell publicly-traded securities. None of these entities was formed to solely acquire, hold, and sell the Company's securities. Each of these entities owns securities issued by one or more companies other than the Company. The members and limited partners in SIP, SIPII, SAL, Broad Park, PIP and Federal are all passive investors, who do not - and cannot - directly, or indirectly, participate in the management of these entities, including without limitation proxy contests. Seidman's total compensation is dependent upon the profitability of the operations of these entities, but no provision is made to compensate Seidman solely based upon the profits resulting from transactions from the Company's securities. In SAL, Seidman receives an approximate $1,100,000 annual salary and a percentage of the profits, after the Members receive a return on their investment. In SIP, SIP II, Broad Park, Federal and PIP, Seidman receives an annual fee, which is payable 11 quarterly, based upon a valuation of the assets, and he receives a percentage of the profits. On November 8, 1995, the acting Director of the Office of Thrift Supervision ("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding that Seidman recklessly engaged in unsafe and unsound practices in the business of an insured institution. The C & D actions complained of were Seidman allegedly obstructing an OTS investigation. The C & D ordered him to cease and desist from (i) any attempts to hinder the OTS in the discharge of its regulatory responsibilities, including the conduct of any OTS examination or investigation; and (ii) any attempts to induce any person to withhold material information from the OTS related to the performance of its regulatory responsibilities. The Order also provides that for a period of no less than three (3) years if Seidman becomes an institution-affiliated party of any insured depository institution subject to the jurisdiction of the OTS, to the extent that his responsibilities include the preparation or review of any reports, documents, or other information that would be submitted or reviewed by the OTS in the discharge of its regulatory functions, all such reports, documents, and other information shall, prior to submission to, or review by the OTS, be independently reviewed by the Board of Directors or a duly appointed committee of the Board to ensure that all material information and facts have been fully and adequately disclosed. In addition, a civil money penalty in the amount of $20,812 was assessed. The voting power over the Company's securities is not subject to any contingencies beyond standard provisions for entities of this nature (i.e., limited partnerships and limited liability companies) that govern the replacement of a manager or a general partner. Specifically, the shares held by each of the named entities are voted in the manner that Seidman elects, in his non-reviewable discretion. Additional information concerning the Committee is set forth in Appendices A and B hereto. Each of the individuals listed on Appendix A attached hereto is a citizen of the United States. AUDITORS The Committee has no objection to the ratification of the appointment of Deloitte & Touche, LLP, as independent accountants for the Company for the fiscal year ending December 31, 2006. SOLICITATION; EXPENSES Proxies may be solicited by the Committee by mail, advertisement, telephone, facsimile, telegraph, and personal solicitation. Phone calls will be made to individual Shareholders by all the individual Committee members, and employees of D. F. King & Co. Certain of Seidman's employees will perform secretarial work in connection with the solicitation of proxies, for which no additional compensation will be paid. Banks, brokerage houses, and other custodians, nominees and fiduciaries will be requested to forward the Committee's solicitation material to their customers for whom they hold shares and the Committee will reimburse them for their reasonable out-of-pocket expenses. The Committee has retained D. F. King & Co. to assist in the solicitation of proxies and for related services. The Committee will pay D. F. King & Co. a fee of up to $25,000 and has agreed to reimburse it for its reasonable out-of-pocket expenses. In addition, the Committee has also agreed to indemnify D. F. King & Co. against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. The Securities and Exchange Commission deems such an indemnification to be against public policy. Approximately ten (10) persons will be used by D. F. King & Co. in its solicitation efforts. The entire expense of preparing, assembling, printing, and mailing this Proxy Statement and related materials and the cost of soliciting proxies will be borne 12 by SAL, SIP, PIP, Federal, Broad Park and SIP II. (The Committee does not intend to solicit proxies via the Internet.) Although no precise estimate can be made at the present time, the Committee currently estimates that the total expenditures relating to the Proxy Solicitation incurred by the Committee will be approximately $50,000, of which - 0 - has been incurred to date. The Committee intends to seek reimbursement from the Company for those expenses incurred by the Committee, if the Committee's Nominees are elected, but does not intend to submit the question of such reimbursement to a vote of the Shareholders. For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must be signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in the enclosed envelope in time to be voted at the Annual Meeting. If you wish to vote for the Committee Nominees, you must submit the enclosed WHITE proxy card and must NOT submit the Company's proxy card. If you have already returned the Company's proxy card, you have the right to revoke it as to all matters covered thereby and may do so by subsequently signing, dating, and mailing the enclosed WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING. Execution of a WHITE proxy card will not affect your right to attend the Annual Meeting and to vote in person. Any proxy may be revoked as to all matters covered thereby at any time prior to the time a vote is taken by (i) filing with the Secretary of the Company a later dated written revocation; (ii) submitting a duly executed proxy bearing a later date to the Committee; or (iii) attending and voting at the Annual Meeting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation. Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will be voted as specified. You may vote for the Committee's Nominees or withhold authority to vote for the Committee's Nominees by marking the proper box on the WHITE proxy card. Shares represented by a WHITE proxy card where no specification has been made will be voted for the Committee's Nominees and for Deloitte & Touche, LLP. Except as set forth in this Proxy Statement, the Committee is not aware of any other matter to be considered at the Annual Meeting. The persons named as proxies on the enclosed WHITE proxy card will, however, have discretionary voting authority as such proxies regarding any other business that may properly come before the Annual Meeting. If your shares are held in the name of a brokerage firm, bank, or nominee, only they can vote such shares, and only upon receipt of your specific instructions. Accordingly, please return the proxy in the envelope provided to you, or contact the person responsible for your account and instruct that person to execute on your behalf the WHITE proxy card. Only holders of record of Common Stock on the Annual Meeting Record Date will be entitled to vote at the Annual Meeting. If you are a Shareholder of record on the Annual Meeting Record Date, you will retain the voting rights in connection with the Annual Meeting even if you sell such shares after the Annual Meeting Record Date. Accordingly, it is important that you vote the shares of Common Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote such shares on the WHITE proxy card, even if you sell such shares after such date. The Committee believes that it is in your best interest to elect the Committee's Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS. INTERCHANGE FINANCIAL SERVICES CORPORATION COMMITTEE TO PRESERVE SHAREHOLDER VALUE. 13 I M P O R T A N T !!! If your shares are held in "Street Name," only your bank or broker can vote your shares, and only upon receipt of your specific instructions. Please return the proxy provided to you, or contact the person responsible for your account and instruct them to vote for the Committee's Nominees on the WHITE proxy card. If you have any questions, or need further assistance, please call Lawrence Seidman at 973-952-0405, or our proxy solicitor: D. F. King & Co., Attn: Richard Grubaugh, 48 Wall Street, New York, New York 10005, at (888) 628-8208. APPENDIX A THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE AND ITS NOMINEES The participants who comprise the Committee own in the aggregate 1,024,405 shares of Common Stock, representing approximately __________% of the shares outstanding and are as follows: Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Lawrence Seidman is the Manager of SAL and has sole investment discretion and voting authority with respect to such securities. Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited partnership, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole General Partner of SIP and Lawrence Seidman is the only Shareholder director and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited partnership, whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole General Partner of SIPII and Lawrence Seidman is the only Shareholder director and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. Broad Park Investors, L.L.C. ("Broad Park") is a New Jersey limited liability company, formed, in part, to invest in stock of public companies whose principal and executive offices are located at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole investment discretion and voting authority with respect to such securities until August 31, 2007. Federal Holdings L.L.C. ("Federal"), is a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at One Rockefeller Plaza, 31st Floor, New York, New York 10020. Lawrence B. Seidman is the Manager of Federal and has sole investment discretion and voting authority with respect to such securities. Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose principal and executive offices are located at 100 Misty Lane, Parsippany, New Jersey 07054. Seidman is the general partner of PIP and has the investment discretion and voting authority with respect to such securities. Lawrence Seidman is a private investor, with discretion over certain client accounts and is the Manager of SAL, the President of the Corporate General Partner of SIP and SIP II, general partner of PIP and the investment manager of Federal and Broad Park. See Footnote No. 1 below for information concerning regulatory action. 14 Dennis Pollack is a businessman and a private investor. In addition, Mr. Pollack is the President and Chief Executive Officer of Pegasus Funding Group, Inc. and Chief Operating Officer of Paulson & Company. Raymond Vanaria is a private investor with sole discretion on all shares he owns. See "Election of Committee Nominees" for complete resume. Neal Axelrod is a private investor with sole discretion over all shares he owns. See "Election of Committee Nominees" for complete resume. The following sets forth the name, business address, and the number of shares of Common Stock of the Company beneficially owned as of February 3, 2006, by each of the Committee Members [The actual stock purchase transactions are set forth on Exhibit B.]
Number of Shares of Common Stock Beneficially Owned & Owned Percent Name Class Business Address in Record Name of ------------------------------ --------------------------- ---------------- ------- 1. Seidman and Associates Lanidex Center, 314,120 1.56 L.L.C.(SAL) 100 Misty Lane Parsippany, NJ 07054 2. Seidman Investment Lanidex Center, 262,647 1.30 Partnership, L.P.(SIP) 100 Misty Lane Parsippany, NJ 07054 3. Seidman Investment Lanidex Center 126,891 (3) Partnership II, L.P. 100 Misty Lane (SIPII) Parsippany, NJ 07054 996,905 4.95 4. Lawrence Seidman and 19 Veteri Place discretionary clients Wayne, NJ 07470 (1) 5. Federal Holdings, LLC One Rockefeller Plaza 97,110 (3) (Federal) New York, NY 10020 6. Broad Park Investor, LLC 80 Main St. 81,450 (3) (Broad Park) West Orange, NJ 07052 7. Pollack Investment 47 Blueberry Drive 82,436 (3) Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677 8. Dennis Pollack 47 Blueberry Drive 25,000 (3) (Pollack) Woodcliff Lake, NJ 07677 10. Raymond Vanaria (2) 140 Pines Lake Drive East 2,000 (3) Wayne, NJ 07470 11. Neal Axelrod (2) 3 Marigold Court 500 (3) Edison, NJ 08820
---------- (1) Includes all shares owed by SAL, SIP, SIPII, Federal, Broad Park, and PIP. (2) The individual has sole voting and dispositive power for the shares he owns. (3) Less than 1%. Seidman may be deemed to have sole voting power and dispositive power as to 996,905 shares beneficially owned by SIP, SIP II, SAL, Broad Park, PIP, Federal, and his discretionary clients. On November 8, 1995, the acting director of the Office of Thrift Supervision (OTS) issued a Cease and Desist Order against Seidman ("C & D") after finding that Seidman recklessly engaged in unsafe and unsound practices in the business of an insured institution. The C & D actions complained of were Seidman allegedly obstructing an OTS investigation. The C & D ordered him to cease and desist from (i) any attempts to hinder the OTS in the discharge of its regulatory responsibilities, including the conduct of any OTS examination or investigation; and (ii) any attempts to induce any person to withhold material information from the OTS related to the performance of its regulatory responsibilities. The Order also provides that for a period of no less than three (3) years if Seidman becomes an institution-affiliated party of any insured 15 depository institution subject to the jurisdiction of the OTS, to the extent that his responsibilities include the preparation or review of any reports, documents, or other information that would be submitted or reviewed by the OTS in the discharge of its regulatory functions, all such reports, documents, and other information shall, prior to submission to, or review by the OTS, be independently reviewed by the Board of Directors or a duly appointed committee of the Board to ensure that all material information and facts have been fully and adequately disclosed. In addition, a civil money penalty in the amount of $20,812 was assessed. EXHIBIT B
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ SAL 12/27/2001 8.3603 10,617.60 1,270 SAL 1/7/2002 8.4453 42,750.00 5,062 SAL 2/12/2002 9.0000 40,581.00 4,509 SAL 2/14/2002 8.9556 24,180.00 2,700 SAL 3/11/2004 14.9953 48,809.59 3,255 SAL 4/14/2004 15.1764 264,631.50 17,437 SAL 4/15/2004 15.1800 70,587.00 4,650 SAL 4/29/2004 15.0367 55,936.40 3,720 SAL 4/30/2004 15.0267 54,501.72 3,627 SAL 5/6/2004 14.9950 66,233.05 4,417 SAL 5/7/2004 15.0046 90,702.81 6,045 SAL 5/12/2004 14.9438 31,964.79 2,139 SAL 5/17/2004 14.9236 31,220.10 2,092 SAL 5/18/2004 14.9236 86,735.68 5,812 SAL 5/19/2004 14.9200 34,689.00 2,325 SAL 5/20/2004 14.8900 69,238.50 4,650 SAL 6/1/2004 15.1899 30,364.54 1,999 SAL 6/9/2004 15.3333 35,650.00 2,325 SAL 6/10/2004 15.3047 24,900.75 1,627 SAL 6/14/2004 15.2781 76,726.45 5,022 SAL 6/18/2004 15.6200 476,472.48 30,504 SAL 6/22/2004 15.5000 36,037.50 2,325 SAL 7/1/2004 15.9212 18,500.41 1,162 SAL 7/7/2004 15.9333 222,270.00 13,950 SAL 7/8/2004 15.8285 80,962.61 5,115 SAL 7/14/2004 15.9000 36,967.50 2,325 SAL 7/14/2004 15.9333 481,585.00 30,225 SAL 7/19/2004 15.8735 18,445.00 1,162 SAL 7/22/2004 15.8578 55,296.17 3,487 SAL 7/26/2004 15.8250 15,825.00 1,000 SAL 7/26/2004 15.8250 27,772.88 1,755 SAL 7/26/2004 15.8250 7,912.50 500 SAL 7/29/2004 15.7000 58,404.00 3,720 SAL 8/4/2004 15.6667 135,360.00 8,640 SAL 8/6/2004 15.5333 33,552.00 2,160 SAL 8/9/2004 15.4067 33,278.40 2,160 SAL 8/9/2004 15.4484 28,703.05 1,858 SAL 8/31/2004 16.0333 13,852.80 864 SAL 9/23/2004 16.1520 84,313.44 5,220 SAL 9/28/2004 15.9740 17,363.75 1,087 SAL 9/30/2004 16.0200 48,780.90 3,045 SAL 11/18/2004 16.6679 54,104.00 3,246 SAL 11/19/2004 16.6649 54,994.10 3,300 SAL 12/7/2004 17.0000 72,675.00 4,275 SAL 12/15/2004 17.6333 251,275.00 14,250 SAL 12/17/2004 17.4200 74,470.50 4,275 SAL 1/3/2005 17.0853 81,958.02 4,797
16
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ SAL 1/4/2005 17.0014 48,454.00 2,850 SAL 1/4/2005 17.0333 24,272.50 1,425 SAL 1/5/2005 16.8667 72,105.00 4,275 SAL 1/5/2005 16.8680 50,604.00 3,000 SAL 1/5/2005 16.9333 48,260.00 2,850 SAL 1/7/2005 16.7333 23,845.00 1,425 SAL 1/11/2005 16.7000 38,076.00 2,280 SAL 1/12/2005 16.6917 28,542.75 1,710 SAL 1/13/2005 16.6325 28,441.63 1,710 SAL 2/22/2005 17.3800 33,891.00 1,950 SAL 2/24/2005 17.2500 21,528.00 1,248 SAL 2/28/2005 17.1500 22,295.00 1,300 SAL 3/22/2005 17.2026 89,229.89 5,187 SAL 3/23/2005 17.1000 55,352.70 3,237 SAL 3/24/2005 17.1000 14,535.00 850 SAL 3/29/2005 17.0903 42,657.39 2,496 SAL 4/1/2005 17.0727 79,900.24 4,680 SAL 4/5/2005 17.0000 364,650.00 21,450 SAL 10/10/2005 16.2025 66,349.17 4,095 SAL 10/11/2005 16.0777 56,272.00 3,500 SAL 10/12/2005 15.8632 23,985.20 1,512 Total 4,945,398.96 314,120 SIP 1/7/2002 8.4098 15,390.00 1,830 SIP 1/25/2002 8.8133 19,830.00 2,250 SIP 3/11/2004 14.9953 39,362.58 2,625 SIP 4/14/2004 15.1765 213,412.50 14,062 SIP 4/15/2004 15.1800 56,925.00 3,750 SIP 4/29/2004 15.0367 45,110.00 3,000 SIP 4/30/2004 15.0267 43,953.00 2,925 SIP 5/6/2004 14.9954 53,413.75 3,562 SIP 5/7/2004 15.0046 73,147.43 4,875 SIP 5/12/2004 14.9438 25,778.06 1,725 SIP 5/17/2004 14.9244 25,177.50 1,687 SIP 5/18/2004 14.9239 69,948.13 4,687 SIP 5/19/2004 14.9200 27,975.00 1,875 SIP 5/20/2004 14.8900 55,837.50 3,750 SIP 6/1/2004 15.1908 24,487.53 1,612 SIP 6/9/2004 15.3333 28,750.00 1,875 SIP 6/10/2004 15.3058 20,081.25 1,312 SIP 6/14/2004 15.2781 61,876.17 4,050 SIP 6/18/2004 15.6200 384,252.00 24,600 SIP 6/22/2004 15.5000 29,062.50 1,875 SIP 7/1/2004 15.9228 14,919.69 937 SIP 7/7/2004 15.9333 179,250.00 11,250 SIP 7/8/2004 15.8285 65,292.43 4,125 SIP 7/14/2004 15.9000 29,812.50 1,875 SIP 7/14/2004 15.9333 388,375.00 24,375 SIP 7/19/2004 15.8751 14,875.00 937 SIP 7/22/2004 15.8584 44,593.69 2,812 SIP 7/26/2004 15.8250 41,540.63 2,625 SIP 7/29/2004 15.7000 47,100.00 3,000 SIP 8/4/2004 15.6667 115,244.00 7,356 SIP 8/6/2004 15.5333 28,565.80 1,839 SIP 8/9/2004 15.4067 28,332.86 1,839 SIP 8/9/2004 15.4491 24,440.45 1,582 SIP 8/31/2004 16.0333 11,784.50 735 SIP 9/23/2004 16.1520 69,776.64 4,320
17
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ SIP 9/28/2004 15.9667 14,370.00 900 SIP 9/30/2004 16.0200 40,370.40 2,520 SIP 12/7/2004 17.0036 40,162.50 2,362 SIP 12/15/2004 17.6333 138,844.87 7,874 SIP 12/17/2004 17.4237 41,154.75 2,362 SIP 1/3/2005 17.0853 42,029.76 2,460 SIP 1/4/2005 17.0025 26,779.00 1,575 SIP 1/4/2005 17.0442 13,413.75 787 SIP 1/5/2005 16.8702 39,847.50 2,362 SIP 1/5/2005 16.8687 32,894.00 1,950 SIP 1/5/2005 16.9333 26,670.00 1,575 SIP 1/7/2005 16.7440 13,177.50 787 SIP 1/11/2005 16.7000 21,042.00 1,260 SIP 1/12/2005 16.6917 15,773.63 945 SIP 1/13/2005 16.6325 15,717.74 945 SIP 2/22/2005 17.3800 18,249.00 1,050 SIP 2/24/2005 17.2500 11,592.00 672 SIP 3/22/2005 17.2026 48,046.86 2,793 SIP 3/23/2005 17.1000 29,805.30 1,743 SIP 3/24/2005 17.1000 14,535.00 850 SIP 3/29/2005 17.0903 22,969.36 1,344 SIP 4/1/2005 17.0727 43,023.20 2,520 SIP 4/5/2005 17.0000 196,350.00 11,550 SIP 10/10/2005 16.2067 35,735.71 2,205 SIP 10/11/2005 16.0803 38,592.80 2,400 SIP 10/12/2005 15.8698 15,996.80 1,008 SIP 1/3/2006 17.2501 798,921.13 46,314 Total 4,213,737.65 262,647 SIPII 12/27/2001 8.3636 9,166.50 1,096 SIPII 1/7/2002 8.4453 21,375.00 2,531 SIPII 1/25/2002 8.8133 19,830.00 2,250 SIPII 3/11/2004 14.9953 22,043.04 1,470 SIPII 4/14/2004 15.1760 119,511.00 7,875 SIPII 4/15/2004 15.1800 31,878.00 2,100 SIPII 4/29/2004 15.0367 25,261.60 1,680 SIPII 4/30/2004 15.0267 24,613.68 1,638 SIPII 5/6/2004 14.9933 29,911.70 1,995 SIPII 5/7/2004 15.0046 40,962.56 2,730 SIPII 5/12/2004 14.9438 14,435.71 966 SIPII 5/17/2004 14.9200 14,099.40 945 SIPII 5/18/2004 14.9223 39,170.95 2,625 SIPII 5/19/2004 14.9200 15,666.00 1,050 SIPII 5/20/2004 14.8900 31,269.00 2,100 SIPII 6/1/2004 15.1861 13,713.02 903 SIPII 6/9/2004 15.3333 16,100.00 1,050 SIPII 6/10/2004 15.3000 11,245.50 735 SIPII 6/14/2004 15.2781 34,650.66 2,268 SIPII 6/18/2004 15.6200 215,181.12 13,776 SIPII 6/22/2004 15.5000 16,275.00 1,050 SIPII 7/1/2004 15.9143 8,355.03 525 SIPII 7/7/2004 15.9333 100,380.00 6,300 SIPII 7/8/2004 15.8285 36,563.76 2,310 SIPII 7/14/2004 15.9000 16,695.00 1,050 SIPII 7/14/2004 15.9333 217,490.00 13,650 SIPII 7/19/2004 15.8667 8,330.00 525 SIPII 7/22/2004 15.8555 24,972.47 1,575 SIPII 7/26/2004 15.8250 23,262.75 1,470
18
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ SIPII 7/29/2004 15.7000 26,376.00 1,680 SIPII 8/4/2004 15.6667 58,938.00 3,762 SIPII 8/6/2004 15.5333 14,601.33 940 SIPII 8/9/2004 15.4149 14,489.97 940 SIPII 8/9/2004 15.4538 12,486.64 808 SIPII 8/31/2004 16.0547 6,036.55 376 SIPII 9/23/2004 16.1520 37,795.68 2,340 SIPII 9/28/2004 15.9831 7,783.75 487 SIPII 9/30/2004 16.0200 21,867.30 1,365 SIPII 12/7/2004 17.0058 24,862.50 1,462 SIPII 12/15/2004 17.6333 85,962.50 4,875 SIPII 12/17/2004 17.4260 25,476.75 1,462 SIPII 1/3/2005 17.0853 27,319.34 1,599 SIPII 1/4/2005 17.0041 16,579.00 975 SIPII 1/4/2005 17.0508 8,303.75 487 SIPII 1/5/2005 16.8724 24,667.50 1,462 SIPII 1/5/2005 16.8700 20,244.00 1,200 SIPII 1/5/2005 16.9333 16,510.00 975 SIPII 1/7/2005 16.7505 8,157.50 487 SIPII 1/11/2005 16.7000 13,026.00 780 SIPII 1/12/2005 16.6917 9,764.63 585 SIPII 1/13/2005 16.6325 9,730.03 585 SIPII 2/22/2005 17.3800 11,297.00 650 SIPII 2/24/2005 17.2500 7,176.00 416 SIPII 3/22/2005 17.2026 29,743.30 1,729 SIPII 3/23/2005 17.1000 18,450.90 1,079 SIPII 3/29/2005 17.0903 14,219.13 832 SIPII 4/1/2005 17.0727 26,633.41 1,560 SIPII 4/5/2005 17.0000 121,550.00 7,150 SIPII 10/10/2005 16.2122 22,129.72 1,365 SIPII 10/11/2005 16.0838 27,342.40 1,700 SIPII 10/12/2005 15.8870 8,579.00 540 Total 1,980,508.03 126,891 SEIDMAN & CLIENTS 1/7/2002 8.4444 15,917.78 1,885 SEIDMAN & CLIENTS 2/12/2002 9.0000 10,044.00 1,116 SEIDMAN & CLIENTS 5/26/2004 15.3333 89,700.00 5,850 SEIDMAN & CLIENTS 6/15/2004 15.2333 31,990.00 2,100 SEIDMAN & CLIENTS 7/6/2004 15.8333 30,875.00 1,950 SEIDMAN & CLIENTS 3/20/2001 6.9351 15,604.00 2,250 SEIDMAN & CLIENTS 10/17/2005 16.0308 32,061.55 2,000 SEIDMAN & CLIENTS 10/17/2005 16.0298 48,089.35 3,000 SEIDMAN & CLIENTS 10/17/2005 16.0298 48,089.35 3,000 SEIDMAN & CLIENTS 10/17/2005 16.1048 16,104.75 1,000 SEIDMAN & CLIENTS 8/4/2004 15.9343 95,605.95 6,000 SEIDMAN & CLIENTS 1/18/2005 16.8800 25,319.95 1,500 SEIDMAN & CLIENTS 1/6/2005 16.8533 7,584.00 450 SEIDMAN & CLIENTS 1/6/2005 16.8533 2,528.00 150 Total 469,513.68 32,251 Broad Park 10/20/2004 16.1204 60,500.00 3,753 Broad Park 10/25/2004 16.1064 40,652.66 2,524 Broad Park 10/26/2004 16.1335 133,101.25 8,250 Broad Park 10/28/2004 16.1387 12,104.00 750 Broad Park 11/16/2004 16.6758 7,304.00 438 Broad Park 12/7/2004 17.0108 13,387.50 787 Broad Park 12/15/2004 17.6333 46,287.50 2,625 Broad Park 12/17/2004 17.4311 13,718.25 787 Broad Park 1/3/2005 17.0853 14,710.41 861
19
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ Broad Park 1/4/2005 17.0658 4,471.25 262 Broad Park 1/4/2005 17.0178 3,829.00 225 Broad Park 1/5/2005 16.8774 13,282.50 787 Broad Park 1/5/2005 16.9333 8,890.00 525 Broad Park 1/7/2005 16.7653 4,392.50 262 Broad Park 1/11/2005 16.7000 7,014.00 420 Broad Park 1/12/2005 16.6917 5,257.88 315 Broad Park 1/13/2005 16.6325 5,239.25 315 Broad Park 2/22/2005 17.3800 5,214.00 300 Broad Park 2/24/2005 17.2500 3,312.00 192 Broad Park 3/22/2005 17.1000 8,515.80 498 Broad Park 3/22/2005 17.2026 13,727.67 798 Broad Park 3/29/2005 17.0903 6,562.68 384 Broad Park 4/1/2005 17.0727 12,292.34 720 Broad Park 4/5/2005 17.0000 56,100.00 3,300 Broad Park 4/8/2005 17.4700 117,765.27 6,741 Broad Park 7/1/2005 18.3500 381,624.95 20,797 Broad Park 10/5/2005 16.0900 360,802.00 22,424 Broad Park 10/10/2005 16.2293 10,224.49 630 Broad Park 10/11/2005 16.1053 9,663.20 600 Broad Park 10/12/2005 15.9611 2,873.00 180 Total 1,382,819.35 81,450 Federal 12/27/2001 8.3535 11,686.50 1,399 Federal 1/7/2002 8.4453 21,375.00 2,531 Federal 1/25/2002 8.8133 19,830.00 2,250 Federal 3/11/2004 14.9953 17,319.53 1,155 Federal 4/14/2004 15.1760 93,893.91 6,187 Federal 4/15/2004 15.1800 25,047.00 1,650 Federal 4/29/2004 15.0367 19,848.40 1,320 Federal 4/30/2004 15.0267 19,339.32 1,287 Federal 5/6/2004 14.9981 23,502.05 1,567 Federal 5/7/2004 15.0046 32,184.87 2,145 Federal 5/12/2004 14.9438 11,342.34 759 Federal 5/17/2004 14.9301 11,078.10 742 Federal 5/18/2004 14.9259 30,777.18 2,062 Federal 5/19/2004 14.9200 12,309.00 825 Federal 5/20/2004 14.8900 24,568.50 1,650 Federal 6/1/2004 15.1968 10,774.51 709 Federal 6/9/2004 15.3333 12,650.00 825 Federal 6/10/2004 15.3133 8,835.75 577 Federal 6/14/2004 15.2781 27,225.51 1,782 Federal 6/18/2004 15.6200 169,070.88 10,824 Federal 6/22/2004 15.5000 12,787.50 825 Federal 7/1/2004 15.9336 6,564.66 412 Federal 7/7/2004 15.9333 78,870.00 4,950 Federal 7/8/2004 15.8285 28,728.67 1,815 Federal 7/14/2004 15.9000 13,117.50 825 Federal 7/14/2004 15.9333 170,885.00 10,725 Federal 7/19/2004 15.8859 6,545.00 412 Federal 7/22/2004 15.8619 19,621.22 1,237 Federal 7/26/2004 15.8250 18,277.88 1,155 Federal 7/29/2004 15.7000 20,724.00 1,320 Federal 8/4/2004 15.6667 49,021.00 3,129 Federal 8/6/2004 15.5433 12,139.30 781 Federal 8/9/2004 15.4067 12,063.42 783 Federal 8/9/2004 15.4442 10,378.50 672 Federal 8/31/2004 16.0589 5,026.45 313
20
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ Federal 9/23/2004 16.1520 29,073.60 1,800 Federal 9/28/2004 15.9667 5,987.50 375 Federal 9/30/2004 16.0200 16,821.00 1,050 Federal 12/7/2004 17.0084 17,212.50 1,012 Federal 12/15/2004 17.6333 59,512.50 3,375 Federal 12/17/2004 17.4286 17,637.75 1,012 Federal 1/3/2005 17.0853 18,913.39 1,107 Federal 1/4/2005 17.0059 11,479.00 675 Federal 1/4/2005 17.0586 5,748.75 337 Federal 1/5/2005 16.8750 17,077.50 1,012 Federal 1/5/2005 16.9333 11,430.00 675 Federal 1/7/2005 16.7582 5,647.50 337 Federal 1/11/2005 16.7000 9,018.00 540 Federal 1/12/2005 16.6917 6,760.13 405 Federal 1/13/2005 16.6325 6,736.18 405 Federal 2/22/2005 17.3800 7,821.00 450 Federal 2/24/2005 17.2500 4,968.00 288 Federal 3/22/2005 17.2026 20,591.51 1,197 Federal 3/23/2005 17.1000 12,773.70 747 Federal 3/29/2005 17.0903 9,844.01 576 Federal 4/1/2005 17.0727 18,438.52 1,080 Federal 4/5/2005 17.0000 84,150.00 4,950 Federal 10/10/2005 16.2188 15,326.73 945 Federal 10/11/2005 16.0970 12,877.60 800 Federal 10/12/2005 15.9056 5,726.00 360 Total 1,498,980.82 97,110 PIP 12/27/2001 8.3382 5,386.50 646 PIP 1/7/2002 8.4453 21,375.00 2,531 PIP 1/25/2002 8.8133 19,830.00 2,250 PIP 3/11/2004 14.9953 23,617.55 1,575 PIP 4/14/2004 15.1760 128,039.91 8,437 PIP 4/15/2004 15.1800 34,155.00 2,250 PIP 4/29/2004 15.0367 27,066.00 1,800 PIP 4/30/2004 15.0267 26,371.80 1,755 PIP 5/6/2004 14.9968 32,048.25 2,137 PIP 5/7/2004 15.0046 43,888.46 2,925 PIP 5/12/2004 14.9438 15,466.83 1,035 PIP 5/17/2004 14.9274 15,106.50 1,012 PIP 5/18/2004 14.9249 41,968.88 2,812 PIP 5/20/2004 14.9200 16,785.00 1,125 PIP 5/20/2004 14.8900 33,502.50 2,250 PIP 6/1/2004 15.1939 14,692.52 967 PIP 6/9/2004 15.3333 17,250.00 1,125 PIP 6/10/2004 15.3097 12,048.75 787 PIP 6/14/2004 15.2781 37,125.70 2,430 PIP 6/18/2004 15.6200 230,551.20 14,760 PIP 6/22/2004 15.5000 17,437.50 1,125 PIP 7/1/2004 15.9285 8,951.81 562 PIP 7/7/2004 15.9333 107,550.00 6,750 PIP 7/8/2004 15.8285 39,175.46 2,475 PIP 7/14/2004 15.9000 17,887.50 1,125 PIP 7/14/2004 15.9333 233,025.00 14,625 PIP 7/19/2004 15.8808 8,925.00 562 PIP 7/22/2004 15.8602 26,756.21 1,687 PIP 7/26/2004 15.8250 24,924.38 1,575 PIP 7/29/2004 15.7000 28,260.00 1,800 PIP 8/4/2004 15.6667 61,664.00 3,936
21
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ PIP 8/6/2004 15.5333 15,284.80 984 PIP 8/9/2004 15.4067 15,160.16 984 PIP 8/9/2004 15.4442 13,065.79 846 PIP 8/31/2004 16.0333 6,301.10 393 PIP 9/23/2004 16.1520 37,795.68 2,340 PIP 9/28/2004 15.9831 7,783.75 487 PIP 9/30/2004 16.0200 21,867.30 1,365 PIP 12/7/2004 17.0000 22,950.00 1,350 PIP 12/15/2004 17.6333 79,350.00 4,500 PIP 12/17/2004 17.4200 23,517.00 1,350 PIP 1/3/2005 17.0853 25,217.85 1,476 PIP 1/4/2005 17.0044 15,304.00 900 PIP 1/4/2005 17.0333 7,665.00 450 PIP 1/5/2005 16.8667 22,770.00 1,350 PIP 1/5/2005 16.8696 22,774.00 1,350 PIP 1/5/2005 16.9333 15,240.00 900 PIP 1/7/2005 16.7333 7,530.00 450 PIP 1/11/2005 16.7000 12,024.00 720 PIP 1/12/2005 16.6917 9,013.50 540 PIP 1/13/2005 16.6325 8,981.57 540 PIP 2/22/2005 17.3800 10,428.00 600 PIP 2/24/2005 17.2500 6,624.00 384 PIP 3/22/2005 17.2026 27,455.35 1,596 PIP 3/23/2005 17.1000 17,031.60 996 PIP 3/29/2005 17.0903 13,125.35 768 PIP 4/1/2005 17.0727 24,584.69 1,440 PIP 4/5/2005 17.0000 112,200.00 6,600 PIP 10/10/2005 16.2135 20,428.98 1,260 PIP 10/11/2005 16.0920 16,092.00 1,000 PIP 1/3/2006 17.2501 (666,710.00) (46,314) Total 1,341,688.68 82,436 Dennis Pollack & Family 4/21/2004 15.3323 5,872.29 383 Dennis Pollack & Family 4/28/2004 15.2067 11,405.00 750 Dennis Pollack & Family 4/28/2004 15.2933 11,470.00 750 Dennis Pollack & Family 4/28/2004 15.5470 11,660.25 750 Dennis Pollack & Family 5/7/2004 15.0228 6,760.25 450 Dennis Pollack & Family 5/12/2004 15.0067 8,553.80 570 Dennis Pollack & Family 5/12/2004 15.0384 21,143.97 1,406 Dennis Pollack & Family 5/12/2004 15.0400 11,280.00 750 Dennis Pollack & Family 5/13/2004 14.9102 22,365.25 1,500 Dennis Pollack & Family 5/14/2004 15.0435 22,565.25 1,500 Dennis Pollack & Family 5/18/2004 14.9768 22,465.25 1,500 Dennis Pollack & Family 5/20/2004 14.9104 21,023.65 1,410 Dennis Pollack & Family 5/20/2004 15.1472 1,363.25 90 Dennis Pollack & Family 7/9/2004 15.8967 4,149.05 261 Dennis Pollack & Family 7/14/2004 15.8842 4,765.25 300 Dennis Pollack & Family 7/22/2004 15.8450 16,637.25 1,050 Dennis Pollack & Family 7/23/2004 15.8383 25,024.53 1,580 Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750 Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750 Dennis Pollack & Family 7/23/2004 15.8803 11,910.25 750 Dennis Pollack & Family 8/12/2004 15.5725 14,015.25 900 Dennis Pollack & Family 8/12/2004 15.6004 9,360.25 600 Dennis Pollack & Family 8/12/2004 15.5842 4,675.25 300 Dennis Pollack & Family 8/12/2004 15.5803 11,685.25 750 Dennis Pollack & Family 10/22/2004 16.3313 12,248.50 750 Dennis Pollack & Family 12/20/2004 17.2667 33,670.00 1,950
22
DATE COST PER ENTITY PURCH SHARE COST SHARES ------------------------------ ------------ ------------ ------------ ------------ Dennis Pollack & Family 3/18/2005 17.1729 17,172.94 1,000 Dennis Pollack & Family 3/18/2005 17.1786 17,178.57 1,000 Dennis Pollack & Family 3/18/2005 17.1800 8,590.00 500 Total 392,831.05 25,000 Axelrod Neal 11/10/2005 17.9259 8,962.95 500 Total 8,962.95 500 Vanaria Raymond* 11/9/2005 17.7707 17,825.95 1,000 Vanaria Raymond 12/12/2005 18.1957 18,195.65 1,000 Total 36,021.60 2,000
*Purchased in Mr. Vanaria's wife's name. Mr. Vanaria has sole dispositive and voting discretion regarding these shares. 23 P R O X Y THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF INTERCHANGE FINANCIAL SERVICES CORPORATION BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE. ANNUAL MEETING OF SHAREHOLDERS The undersigned hereby appoints Lawrence Seidman and Neal Axelrod, with full power of substitution as proxy for the undersigned, to vote all shares of common stock, of Interchange Financial Services Corporation, (the "Company"), which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April , 2006, or any adjournment(s) or postponement(s) thereof (the "Meeting"), as follows: 1. ELECTION OF DIRECTORS - To elect NEAL AXELROD RAYMOND VANARIA -- FOR -- WITHHOLD -- FOR -- WITHHOLD TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF NEAL AXELROD OR RAYMOND VANARIA, WRITE THE RESPECTIVE NAME IN THE FOLLOWING SPACE OR WITHHOLD AUTHORITY FOR EITHER BY PLACING AN X NEXT TO WITHHOLD. -------------------- -------------------- The Committee intends to use this proxy to vote for three persons who have been nominated by the Company to serve as directors other than the Company Nominees noted below. You should refer to the Company's proxy statement and form of proxy distributed by the Company for the names, backgrounds, qualifications and other information concerning the Company's Nominees. The Committee is NOT seeking authority to vote for and will NOT exercise any authority for Jeremiah F. O'Connor and James E. Healey, two of the Company's five Nominees. There is no assurance that any of the Company's Nominees will serve if elected with the Committee's Nominees. You may withhold authority to vote for an additional Company Nominee, by writing the name of the Company Nominee in the following space below: ---------- 2. APPOINTMENT OF DELOITTE & TOUCHE, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006: For ___ Against ___ Abstain ___ IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE COMMITTEE'S NOMINEES AS A DIRECTOR AND "FOR" THE APPOINTMENT OF DELOITTE & TOUCHE, LLP, THE INDEPENDENT ACCOUNTANTS. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. In his discretion, the proxy is authorized to vote upon such other business as may properly come before the meeting, or any adjournments or postponements thereof, as provided in the proxy statement provided herewith. Please sign exactly as your name appears hereon or on your proxy cards previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. 24 This proxy card votes all shares held in all capacities. Dated: ---------------------------------- ----------------------------------------- (Signature) ----------------------------------------- (Signature, if jointly held) Title: ---------------------------------- PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY. 25