AMERICAN BANK OF NEW JERSEY
                   DIRECTORS CONSULTATION AND RETIREMENT PLAN

                             AS AMENDED AND RESTATED


         WHEREAS,  American  Bank of New  Jersey,  Bloomfield,  New Jersey  (the
"Savings Bank") previously  implemented a Directors  Consultation and Retirement
Plan ("Plan") to reward the years of extensive  service  provided by the current
members of the Board of  Directors  and to continue to attract and to retain the
best talent available to serve on its Board of Directors; and

         WHEREAS,  the corporate  structure of the Savings Bank has change since
the initial  implementation  of such Plan to include the mutual holding  company
for the Savings Bank ("American Savings, MHC" or "MHC") and the mid-tier holding
company  ("ASB Holding  Company" or "Company")  and the directors of the Savings
Bank also serve as directors of such other entities and receive compensation for
such services, and

         WHEREAS, the Board of Directors of the Savings Bank has determined that
it is appropriate  and advisable that the  compensation  paid by the Company and
the MHC, if  applicable,  to its directors  also be  considered  in  determining
benefits under the Plan, and

         WHEREAS, the Board of Directors of the Savings Bank has determined such
program may best be  accomplished  by having the  Savings  Bank  sponsor  such a
retirement  plan,  with  benefits to be based upon annual  retainers and regular
Board  meeting  fees paid by the  Savings  Bank,  the  Company  and the MHC,  if
applicable,  and  with  the  applicable  costs of such a  program  and  benefits
thereunder to be allocated to the Company, the Savings Bank and the MHC.

         NOW THEREFORE, BE IT RESOLVED that the Plan, as previously approved and
amended by the Savings  Bank,  be approved,  amended and restated by the Savings
Bank,  and adopted and approved by the Company and the MHC, as of June 28, 2005,
as follows:

                                    ARTICLE I
                                   DEFINITIONS

         The following  words and phrases as used herein shall,  for the purpose
of the Plan and any subsequent  amendment  thereof,  have the following meanings
unless a different meaning is plainly required by the content:

         "Beneficiary" means the surviving spouse of the Participant (if any) as
of the date of death of such  Participant,  and shall  specifically  include the
Participant's  estate, should the Participant have no surviving spouse. The term
Beneficiary  shall  also  specifically  include  the  estate of a  Participant's
spouse, if such spouse shall survive the Participant.

         "Board" means the Board of Directors of the Savings  Bank,  the Company
or the MHC, as constituted from time to time, and successors thereto.

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         "Change in Control"  means:  (i) the  execution of an agreement for the
sale of all, or a material portion,  of the assets of the Company or the Savings
Bank; (ii) the execution of an agreement for a merger or recapitalization of the
Company  or the  Savings  Bank or any  merger or  recapitalization  whereby  the
Company  or the  Savings  Bank is not the  surviving  entity;  (iii) a change of
control of the Company or the Savings Bank,  as otherwise  defined or determined
by the Office of Thrift Supervision,  or regulations  promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section  13(d) of the Exchange Act and the
rules and regulations  promulgated  thereunder) of twenty-five  percent (25%) or
more of the outstanding  voting securities of the Company or the Savings Bank by
any  person,  trust,  entity or group.  This  limitation  shall not apply to the
purchase of shares by  underwriters  in connection with a public offering of the
Company or the Savings Bank stock (or a parent holding  company's stock), or the
purchase of shares of up to 25% of any class of  securities  of the Savings Bank
by a  tax-qualified  employee stock benefit plan. The term "person" refers to an
individual or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically  listed herein. A change in control shall not be
deemed to have occurred as a result of a reorganization of the Savings Bank into
a stock savings  bank,  the  reorganization  of the Savings Bank into the mutual
holding company structure,  or the reorganization of the MHC and the Company and
simultaneous  acquisition  of 100% of the  stock  of the  Savings  Bank by a new
parent savings and loan holding company or bank holding company.

         "Committee" means the Compensation Committee of the Savings Bank or the
administrative  committee  as  appointed  by the Board  pursuant to Section 6.11
herein.

         "Company" means the ASB Holding Company and any successor entity or any
future parent corporation of the Savings Bank.

         "Director" means a member of the Board of the Savings Bank, the Company
or the MHC who is not  otherwise  an employee of the Savings  Bank,  the Company
orthe MHC, or any parent or subsidiary thereof.

         "Disability"  means a mental or physical  disability which prevents the
Director  from  performing  the normal  duties of his or her  position  with the
Savings Bank.  The disability  must have prevented the Director from  performing
his or her duties for at least three  months,  and a physician  satisfactory  to
both the  Director  and the  Savings  Bank must  certify  that the  Director  is
disabled  from  performing  his or her  normal  duties  with  the  Savings  Bank
thereafter.

         "Effective  Date"  means  August  27,  1996,  with such  amendments  as
contained herein.

         "MHC"means  American  Savings,  MHC, the mutual holding  company of the
Savings Bank.

         "Participant"  means a Director  serving on or after the Effective Date
and electing to participate in the Plan. A Director's  participation in the Plan
shall  continue  as  long  as  he or  she  fulfills  all  the  requirements  for
participation subject to the right of termination,  amendment,  and modification
of the Plan set forth herein. A Director who previously served as an employee of

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the Bank and upon  retirement  as an employee  was  eligible  to receive  future
retirement  benefits  under a defined  benefit  pension  plan or a  supplemental
retirement  plan,  executive salary  continuation  agreement or similar deferred
compensation  arrangement  maintained  by the Bank shall not be eligible to be a
Participant in this Plan.

         "Plan" means the American Bank of New Jersey Directors Consultation and
Retirement Plan as set forth herein,  and as may be amended from time to time by
the Board.

         "Retirement Benefit Amount" means the benefit payable under the Plan in
accordance Section 2.4 herein.

         "Retirement  Date"  means  the  date of  termination  of  service  as a
Director  following  a  Participant's  completion  of not less  than 12 years of
service as a Director,  or not less than six years of service following a Change
in Control;  provided  however,  the  Retirement  Date with regard to  Directors
serving as of the Effective  Date who have completed not less than five years of
service as of the Effective  Date shall be the date of termination of service as
a Director without regard to the 12 years of service requirement.  Upon death or
Disability,  a Director  shall be deemed to have  terminated  service as of such
date. A Director  may attain the  Retirement  Date for Service  completed at one
corporate  entity and not yet meet the  requirements for the Retirement Date for
another corporate entity.

         "Savings  Bank"  means  American  Bank of New Jersey,  Bloomfield,  New
Jersey, or any predecessor or successor thereto.

         "Service"  means all years of  Service as a member of the Board and all
predecessor  entities;  provided however,  Service with  "predecessor  entities"
refers only to  predecessors  of the Savings Bank prior to the Effective Date. A
year of  Service  shall  consist of twelve  consecutive  months of  service.  In
calculating  the  Retirement  Benefit  Amount for  Service to the  Company,  the
Savings Bank and the MHC,  years of Service may differ based upon actual Service
as a member of the Board of the Company, the Savings Bank and the MHC.

                                   ARTICLE II
                                    BENEFITS

         2.1  Retirement.  Upon a  Participant's  termination  from service as a
Director  of the  Savings  Bank,  the  Company or the MHC on or after his or her
applicable Retirement Date for such corporate entity, the Savings Bank shall pay
to the Participant the Retirement Benefit Amount, as described and in the amount
set forth at Article II,  Section 2.4;  provided  that such  payments  shall not
commence  prior to such  Director's  attainment  of age 65, except in accordance
with Sections 2.2, 2.3 or 2.5 herein.  Payment of such Retirement Benefit Amount
shall  begin on the first  business  day of the month  immediately  following  a
Participant's Retirement Date or the first business day of the month immediately
following  such  Participant's  attainment of age 65, if later.  The  Retirement
Benefit  Amount  will  continue  to be paid on the  first  business  day of each
subsequent month until all scheduled payments are made to the Participant or the
Beneficiary.  Except as provided  at Article  II,  Sections  2.2,  2.3,  and 2.5
herein, upon a Participant's

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<PAGE>

termination  from service as a Director prior to his or her Retirement Date, the
Savings Bank shall have no financial  obligations to the  Participant  under the
Plan.

         2.2      Change in Control.

                           (a)  Benefits  payable  to  a  Participant  that  has
                  terminated  from service as a Director  prior to the date of a
                  Change in Control shall nevertheless remain payable thereafter
                  without  regard to such  Change in  Control.  However,  upon a
                  Change in Control,  all future  benefits  payable  pursuant to
                  Sections 2.1, 2.2, 2.3, and 2.5 of the Plan,  shall be made in
                  a lump sum payment  equal to the  present  value of all future
                  benefits    payable   to   such   Participant   as   soon   as
                  administratively  feasible as of or immediately following such
                  Change in Control.  The  interest  rate in effect for a 3 year
                  U.S.  Treasury  Note on the date of the lump  sum  payment  as
                  reported in the Wall Street Journal shall be used for purposes
                  of  calculating  the  present  value  of  amounts  payable  in
                  accordance with Section 2.4.

                           (b)  A  Participant  that  has  not  terminated  from
                  service as a Director prior to the date of a Change in Control
                  who as of the date of such Change in Control has reached  such
                  Retirement  Date shall be immediately  eligible to receive the
                  Retirement  Benefit  Amount  specified  at Section  2.4 herein
                  without  regard to the  actual  termination  of  service  as a
                  Director  or the  age of such  Director  at  such  time.  Such
                  Retirement  Benefit Amount shall be paid in the form of a lump
                  sum  payment  equal to the  present  value  of the  Retirement
                  Benefit   Amount  payable  under  Section  2.4  discounted  as
                  provided  at  Section  2.2(a).  Payment of the lump sum amount
                  shall be made to the  Participant as soon as practicable as of
                  or immediately following such Change in Control.

         2.3 Total and Permanent Disability. In the event of the Disability of a
Participant  on or after the  Retirement  Date who as of the date of  Disability
otherwise meets the  requirements set forth at Section 2.1 without regard to the
age of such  Director,  such  Participant  will be paid the  Retirement  Benefit
Amount  specified at Article II,  Section 2.4.  Payment of such  benefits  shall
commence  on the first  business  day of the  month  immediately  following  the
Savings Bank's receipt of a certification of such Participant's Disability.

         2.4 Level of Benefit Payments.  A Participant who retires as a Director
on or after his or her Retirement Date in accordance with Sections 2.1, 2.2, 2.3
or 2.5 herein,  and who enters into an agreement to be a consulting  director of
the  Savings  Bank,  the  Company  and the MHC in  accordance  with  Section 2.6
hereinafter shall receive the Retirement Benefit Amount set forth as follows:

                  The  Retirement  Benefit  Amount  shall be equal to a  monthly
         payment  for a period of the life of the  Participant,  but in no event
         for a period of less than 144 consecutive calendar months, equal to the
         product of (.08333333)  times 100% of the highest aggregate annual fees
         paid to a Participant during the most recently completed three calendar
         year periods ending on or before such  Participant's  Retirement  Date;
         provided  that annual  fees paid for  purposes  of  computation  of the
         Retirement Benefit Amount shall include retainer

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<PAGE>

         fees and fees paid for regular Board  meetings  attended (and excluding
         payment of fees for Special  Meetings  and  Committee  meetings) by the
         Savings Bank, the Company and the MHC.

         2.5  Death of  Participant.  Upon the  death  of a  Participant  who is
receiving  benefit  payments  under  the  Plan  prior to his or her  death,  the
remaining  monthly  payments to be made under the Plan (if any) shall be paid to
the Beneficiary after the Participant's  death. Such remaining payments shall be
made  until  the  total  number  of  monthly  payments  made  directly  to  such
Participant plus the number of monthly  payments made to such Beneficiary  shall
equal a total of 144 monthly  payments.  Upon the death of a Participant  who is
not receiving  benefit  payments under the Plan prior to his or her death who as
of the date of death otherwise meets the  requirements set forth at Section 2.1,
the Savings Bank shall pay to the Beneficiary the Retirement  Benefit Amount set
forth at Article  II,  Section 2.4 for a period of 144  monthly  payments.  If a
Beneficiary  dies prior to  receiving  all  payments of the  Retirement  Benefit
Amount,  then the  remaining  monthly  payments  will continue to be paid to the
Beneficiary's  estate,  and all obligations of the Savings Bank, the Company and
the MHC under the Plan  shall  cease to exist with  respect to such  Beneficiary
only after all such payments have been made.

         2.6 Notice of  Retirement.  A director  electing to  participate in the
Plan shall deliver  written notice  ("Notice") to the Board not less than thirty
days  prior  to  the  actual  Retirement  Date  that  such  Director  elects  to
participate  in the Plan.  Such Notice,  in a form similar to that  contained at
Schedule A hereto, shall specify the date of such retirement from the Board as a
Director  and  the  Participant's  availability  as  a  Consulting  Director.  A
Participant who terminates  service as a Director upon death,  Disability,  or a
Change in Control  shall not be required  to deliver  such Notice in order to be
entitled to receive benefits under the Plan.

                                   ARTICLE III
                         TRUST/NON-FUNDED STATUS OF PLAN

         3.1  Trust/Non-Funded  Status of Plan.  Except  as may be  specifically
provided,  nothing  contained in this Plan and no action  taken  pursuant to the
provisions  of this Plan shall  create or be  construed to create a trust of any
kind, or a fiduciary  relationship  between the Savings Bank, the Company or the
MHC and the  Participant  or any other  person.  Any funds which may be invested
under the  provisions of this Plan shall  continue for all purposes to be a part
of the  general  funds of the  Savings  Bank,  the Company or the MHC. No person
other than the Savings Bank shall by virtue of the  provisions of this Plan have
any interest in such funds.  The Savings Bank shall not be under any  obligation
to use such funds solely to provide benefits  hereunder,  and no representations
have been made to any  Participant  that such  funds can or will be used only to
provide  benefits  hereunder.  To the extent that any person acquires a right to
receive  payments under the Plan, such rights shall be no greater than the right
of any unsecured general creditor.

                                   ARTICLE IV
                                     VESTING

         4.1      Vesting.  All benefits under this Plan are  deemed  non-vested
and forfeitable  prior to a Participant  meeting the  requirements  set forth at
Sections 2.1, 2.2, 2.3 and 2.5 herein. All

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<PAGE>

benefits payable  hereunder shall be deemed 100% vested and  non-forfeitable  by
the Participant  upon his or her meeting the  requirements set forth at Sections
2.1, 2.2, 2.3 or 2.5 herein.  No benefits shall be deemed payable  hereunder for
any period prior to the time that such benefits  shall be deemed 100% vested and
non-forfeitable.

                                    ARTICLE V
                                   TERMINATION

         5.1  Termination.  All the  rights  of a  Participant  shall  terminate
immediately  upon the  Participant  ceasing to be in the  active  service of the
Savings  Bank,  the Company or the MHC prior to the time that  benefits  payable
under  the Plan  shall be  deemed  to be 100%  vested  and non-  forfeitable  in
accordance with Article V. At the sole  discretion of the Committee,  a leave of
absence approved by the Board shall not constitute a cessation of service within
the meaning of this Section 5.1.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         6.1 Other  Benefits.  Nothing in this Plan shall  diminish  or impair a
Participant's eligibility,  participation or benefit entitlement under any other
benefit,  insurance or  compensation  plan or agreement of the Savings Bank, the
Company or the MHC now or hereinafter in effect.

         6.2 No Effect on Employment  or Service.  This Plan shall not be deemed
to give any  Participant or other person in the employ or service of the Savings
Bank,  the  Company or the MHC any right to be  retained  in the  employment  or
service of the Savings  Bank,  the Company or the MHC, or to interfere  with the
right of the Savings Bank,  the Company or the MHC to terminate any  Participant
or such other  person at any time and to treat him or her without  regard to the
effect which such treatment  might have upon him or her as a Participant in this
Plan.

         6.3 Legally Binding. The rights,  privileges,  benefits and obligations
under this Plan are  intended to be legal  obligations  of the Savings  Bank and
binding upon the Savings Bank, its successors and assigns.

         6.4  Modification.  The  Savings  Bank,  by  action  of  the  Board  of
Directors,  reserves the exclusive  right to amend,  modify,  or terminate  this
Plan. Any such  termination,  modification  or amendment  shall not terminate or
diminish any rights or benefits accrued by any Participant prior thereto without
regard to whether  such  rights or  benefits  shall be deemed  vested as of such
date.  The  Savings  Bank shall give  thirty  (30) days notice in writing to any
Participant  prior  to the  effective  date of any  amendment,  modification  or
termination of this Plan.

         6.5 Arbitration. Any controversy or claim arising out of or relating to
the Plan or the breach  thereof  shall be settled by  arbitration  in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
with  such  arbitration  hearing  to be  held  at the  offices  of the  American
Arbitration  Association ("AAA") nearest to the home office of the Savings Bank,
unless otherwise mutually agreed to by the Participant and the Savings Bank, and
judgment  upon the award  rendered  by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.

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         6.6  Limitation.  No rights of any  Participant  are  assignable by any
Participant  or  Beneficiary,  in whole  or in  part,  either  by  voluntary  or
involuntary  act  or by  operation  of  law.  The  rights  of a  Participant  or
Beneficiary  hereunder  are  not  subject  to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  hypothecation,  encumbrance  or  garnishment by
creditors of the Participant or  Beneficiary.  Further,  a Participant's  rights
under  the  Plan  are  not  subject  to  the  debts,   contracts,   liabilities,
engagements,  or torts of any Participant.  No Participant or Beneficiary  shall
have any right  under this Plan or right  against  any assets  held or  acquired
pursuant thereto other than the rights of a general,  unsecured  creditor of the
Savings Bank  pursuant to the  unsecured  promise of the Savings Bank to pay the
benefits  accrued  hereunder  in  accordance  with the terms of this  Plan.  The
Savings Bank has no obligation  under this Plan to fund or otherwise  secure its
obligations to render  payments  hereunder to a Participant or  Beneficiary.  No
Participant or Beneficiary shall have any discretion in the use, disposition, or
investment  of any asset  acquired or set aside by the  Savings  Bank to provide
benefits under this Plan.

         6.7 ERISA and IRC  Disclaimer.  It is intended that the Plan be neither
an "employee  welfare  benefit plan" nor an "employee  pension benefit plan" for
purposes of the Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA").  Further, it is intended that the Plan will not cause the interest of
a  Participant  under  the Plan to be  includable  in the  gross  income of such
Participant prior to the actual receipt of a payment under the Plan for purposes
of the Internal Revenue Code of 1986, as amended ("IRC").

         6.8      Regulatory Matters.

         (a) The  Participant  or  Beneficiary  shall  have no right to  receive
compensation  or other benefits in accordance with the Plan for any period after
termination  of service  for Just  Cause.  Termination  for "Just  Cause"  shall
include   termination   because  of  the  Participant's   personal   dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of the Plan.

         (b) Notwithstanding  anything herein to the contrary, any payments made
to a  Participant  or  Beneficiary  pursuant to the Plan shall be subject to and
conditioned  upon  compliance  with 12 USC  ss.1828(k) and 12 CFR 563.39 and any
regulations promulgated thereunder.

         6.9  Incompetency.  If the  Savings  Bank shall find that any person to
whom any payment is payable  under the Plan is deemed  unable to care for his or
her personal  affairs because of illness or accident,  any payment due (unless a
prior  claim  therefor  shall  have  been  made  by a duly  appointed  guardian,
committee or other legal  representative)  may be paid to the spouse, a child, a
parent,  or a brother or sister,  or to any person deemed by the Savings Bank to
have incurred  expense for such person  otherwise  entitled to payment,  in such
manner and  proportions as the Board may determine in its sole  discretion.  Any
such payments shall  constitute a complete  discharge of the  liabilities of the
Savings Bank under the Plan.

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         6.10 Construction. The Committee shall have full power and authority to
interpret, construe and administer this Plan and the Committee's interpretations
and  construction  thereof,  and  actions  thereunder,   shall  be  binding  and
conclusive on all persons for all purposes.  Directors of the Savings Bank,  the
Company or the MHC shall not be liable to any  person  for any  action  taken or
omitted in connection with the  interpretation  and  administration of this Plan
unless attributable to his or her own willful,  gross misconduct or lack of good
faith.

         6.11  Plan  Administration.   The  Board  shall  administer  the  Plan;
provided, however, that the Board may appoint an administrative committee (i.e.,
the Committee) to provide administrative  services or perform duties required by
this Plan.  The  Committee  shall have only the  authority  granted to it by the
Board.

         6.12 Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the State of New Jersey ("State"),  except to the extent
that federal law shall be deemed to apply.

         6.13  Successors  and  Assigns.  The  Plan  shall be  binding  upon any
successor or successors of the Savings Bank,  and unless  clearly  inapplicable,
reference herein to the Savings Bank shall be deemed to include any successor or
successors of the Savings Bank.

         6.14 Sole Agreement.  The Plan expresses,  embodies, and supersedes all
previous agreements,  understandings,  and commitments, whether written or oral,
between the Savings Bank and any Participants hereto with respect to the subject
matter hereof.

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         IN WITNESS WHEREOF, the Savings Bank has caused the Plan to be executed
by its duly authorized officer.


                                     American Bank of New Jersey



September 14, 2005                   By:      /s/Joseph Kliminski
                                              ----------------------------------
Date                                 Title:   Chief Executive Officer
                                              ----------------------------------


September 14, 2005                            /s/Kathleen E. Walsh
                                              ----------------------------------
Date                                          Witness