EXHIBIT 10










                               FIRST SAVINGS BANK

                      NON-EMPLOYEE DIRECTOR RETIREMENT PLAN
                  (AMENDED AND RESTATED EFFECTIVE MAY 21, 2002)



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                                    ARTICLE I
                                     PURPOSE

SECTION 1.01  PURPOSE.

The purpose of this plan is to recognize the valuable services provided to First
Savings Bank by its non-employee directors and to assist it in retaining present
non-employee  directors and attracting new non-employee  directors in the future
by providing  such  individuals  with  retirement  benefits  under the terms and
conditions set forth in this document.

                                   ARTICLE II
                                   DEFINITIONS

SECTION 2.01  DEFINITIONS.

In this document,  whenever the context so indicates, the singular or the plural
number and the  masculine  or  feminine  gender  shall be deemed to include  the
other,  the terms  "he,"  "his," and "him,"  shall refer to a  Participant  or a
beneficiary  of a  Participant,  as the case may be,  and,  except as  otherwise
provided, or unless the context otherwise requires,  the capitalized terms shall
have the following meanings:

(a)  "Annual Director Retainer" means the annual retainer paid to a Non-Employee
     Director for service as a member of the Board of Directors for the calendar
     year in which the Non-Employee Director's Retirement Date occurs.

(b)  "Bank" means First Savings Bank, Woodbridge, New Jersey.

(c)  "Board of Directors" means the Board of Directors of the Bank.

(d)  "Change in  Control"  of the Bank or the  Company  shall mean an event of a
     nature that:  (i) would be required to be reported in response to Item 1(a)
     of the  current  report  on Form  8-K,  as in  effect  on the date  hereof,
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
     "Exchange  Act"); or (ii) results in a Change in Control of the Bank or the
     Company  within the meaning of the Change in Bank Control Act and the Rules
     and Regulations  promulgated by the Federal Deposit  Insurance  Corporation
     ("FDIC") at 12 C.F.R. ss. 303.4(a), with respect to the Bank, and the Rules
     and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or
     its predecessor  agency),  with respect to the Company, as in effect on the
     date of this  Agreement;  or (iii)  without  limitation  such a  Change  in
     Control  shall be deemed to have  occurred at such time as (A) any "person"
     (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
     becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
     Act),  directly  or  indirectly,  of voting  securities  of the Bank or the
     Company representing 20% or more of the Bank's or the Company's outstanding
     voting securities or right to acquire such securities except for any voting
     securities of the Bank  purchased by the Company and any voting  securities
     purchased by any employee benefit plan of the Company or its  Subsidiaries,
     or (B) individuals who constitute the Board on the date



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     hereof (the "Incumbent  Board") cease for any reason to constitute at least
     a majority thereof, provided that any person becoming a director subsequent
     to the  date  hereof  whose  election  was  approved  by a vote of at least
     three-quarters  of the directors  comprising the Incumbent  Board, or whose
     nomination  for election by the  Company's  stockholders  was approved by a
     Nominating  Committee  solely  composed of members who are Incumbent  Board
     members, shall be, for purposes of this clause (B), considered as though he
     were a member  of the  Incumbent  Board,  or (C) a plan of  reorganization,
     merger,  consolidation,  sale of all or substantially all the assets of the
     Bank or the  Company or similar  transaction  occurs or is  effectuated  in
     which  the Bank or  Company  is not the  resulting  entity,  or (D) a proxy
     statement has been distributed  soliciting proxies from stockholders of the
     Company,  by someone  other than the  current  management  of the  Company,
     seeking  stockholder  approval  of a  plan  of  reorganization,  merger  or
     consolidation  of the  Company or Bank with one or more  corporations  as a
     result of which the  outstanding  shares  of the class of  securities  then
     subject to such plan or  transaction  are exchanged  for or converted  into
     cash or property or  securities  not issued by the Bank or the Company,  or
     (E) a tender offer is made for 20% or more of the voting  securities of the
     Bank or Company then outstanding.

(e)  "Company" means First Sentinel Bancorp, Inc.

(f)  "Non-Employee  Director"  means  a  non-employee  member  of the  Board  of
     Directors serving on the Board of Directors on May 21, 2002.

(g)  "Participant"  means a Non-Employee  Director who satisfies the eligibility
     requirements set forth in Section 3.01(a) of the Plan.

(h)  "Plan" means this First Savings Bank Non-Employee Director Retirement Plan,
     as amended and restated.

(i)  "Retirement  Date" means the date on which a Non-Employee  Director retires
     from the Board of Directors.  For this  purpose,  a  Non-Employee  Director
     shall be  considered  to have retired from the Board of Directors  upon his
     termination of service with the Board of Directors, unless such termination
     of service is as a result of the Board of Directors  having  "just  cause,"
     which  shall be  determined  by the Board of  Directors  and shall  include
     fraud,  misappropriation of or other intentional misconduct damaging to the
     property  or business of the Bank,  the  Company or any  subsidiary  of the
     Bank, or commission of a crime.

                                   ARTICLE III
                            ELIGIBILITY AND BENEFITS

SECTION 3.01   ELIGIBILITY.

(A)  All  Non-Employee  Directors  with at least  five (5)  continuous  years of
     service on the Board of Directors  shall be eligible to participate in this
     Plan. Service with the board of



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     directors  of any entity  other than the Bank shall not be credited for any
     purpose under this Plan.

(b)  A Non-Employee  Director's  participation  in the Plan shall terminate upon
     his death or upon his  ceasing  to be a member  of the Board of  Directors,
     unless a benefit is otherwise payable pursuant to the terms of the Plan.

SECTION 3.02   DETERMINATION OF BENEFITS.

(a)  A  Non-Employee  Director  who  retires at or after age 70 with ten (10) or
     more years of  continuous  service on the Board of Directors  shall receive
     100% of his or her Annual Director Retainer.

(b)  If a  Non-Employee  Director  retires  at age 55 with  five  (5)  years  of
     continuous  service on the Board of  Directors,  he or she shall receive an
     annual  retirement  benefit  equal  to 50% of  his or her  Annual  Director
     Retainer.  The annual retirement  benefit provided under this paragraph (b)
     shall increase by 10% of the Annual  Director  Retainer for each additional
     year of  continuous  service a  Non-Employee  Director  has on the Board of
     Directors  in excess of five (5) years,  with a maximum  annual  retirement
     benefit  equal  to  100% of the  Non-Employee  Director's  Annual  Director
     Retainer.

(c)  Non-Employee  Directors who retire before age 55 receive no benefits  under
     this Plan, regardless of years of service.

(d)  If a Non-Employee Director incurs a Disability, he shall be entitled to the
     annual  retirement  benefit  provided for in paragraph  (b) of this Section
     3.02 upon his termination of service with the Board of Directors.  For this
     purpose,  "Disability"  shall mean a Non-Employee  Director's  inability to
     serve as a member of the Board of Directors by reason of physical or mental
     illness or condition.

(e)  In the event a Non-Employee Director dies prior to receiving all his or her
     benefits  due and  payable  under the  Plan,  the  Non-Employee  Director's
     surviving  spouse  shall  receive  75% of the  remaining  benefits  due the
     deceased  Non-Employee  Director  as of the date of his or her  death.  The
     benefit  shall be  distributed  in accordance  with Section  3.03(c) of the
     Plan.

SECTION 3.03  TIME AND MANNER OF PAYMENT.

(a)  The annual retirement benefits provided in Section 3.02(a),  (b) and (d) of
     the Plan shall be  payable  for the lesser of seven (7) years or the number
     of years the Non-Employee  Director served on the Board of Directors.  Said
     benefit  shall  be  paid to the  Non-Employee  Director  (or his  surviving
     spouse)  no more  frequently  than  quarterly,  commencing  upon the  first
     business day of the calendar quarter following the Non-Employee  Director's
     Retirement Date.



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(b)  If an individual  who is receiving  benefits under the Plan again becomes a
     Non-Employee  Director, all benefit payments to such individual shall cease
     during  the  period  of  service  as a member  of the  Board of  Directors.
     Payments  shall resume upon  subsequent  termination  of  membership on the
     Board of Directors, without adjustment for the period during which payments
     were not made.

(c)  Subject to Section  4.01(a) of this Plan,  during any period when  benefits
     are  payable  under  this  Plan to a  Non-Employee  Director  or his or her
     surviving  spouse (as  provided  in  Section  3.02(e)  of this  Plan),  the
     Compensation Committee,  may in its sole discretion,  authorize the payment
     of a lump  sum  which is the  equivalent  to the  then  remaining  benefits
     otherwise  payable to the  Non-Employee  Director or surviving spouse under
     this Plan.  Such lump sum  payment  shall be in lieu of the  benefits  that
     would otherwise be payable to a Non-Employee  Director or surviving spouse.
     Lump sum payments  made under this Section  3.03(c)  shall be determined in
     the same manner as set forth in Section 4.01(a).

                                   ARTICLE IV
                                CHANGE IN CONTROL

SECTION 4.01   CHANGE IN CONTROL.

(a)  Notwithstanding  any other  provision in this Plan to the contrary,  in the
     event of a Change in Control, each Non-Employee Director listed on Appendix
     B attached  hereto  shall be  entitled  to an annual  benefit  equal to the
     highest annual retainer paid to the Non-Employee Director during his or her
     term on the Board of Directors. The annual benefit shall be payable for the
     lesser of seven (7) years or the number of years the Non-Employee  Director
     served on the Board of Directors.  Each  Non-Employee  Director who has not
     yet begun to collect retirement  benefits under this Plan shall be entitled
     to receive a benefit in the time and manner  selected on a form  similar to
     that  attached  to this  Plan as  Appendix  A;  provided  that such form is
     delivered to the Bank within 30 days of the effective time of the Change in
     Control.  If the form is not  returned  to the Bank within this time frame,
     the  Non-Employee  Director  shall  receive,  at the effective  time of the
     Change in  Control,  a lump sum payment  equal to the present  value of the
     payments  otherwise  due  using  a  discount  rate  equal  to  120%  of the
     applicable federal mid-term rate compounded semi-annually.

(b)  Within thirty days following a Change in Control,  the Bank shall establish
     a grantor trust, as described in Section 6.01(b). The Bank shall contribute
     to such trust the amount  necessary in cash or cash equivalents to fund all
     benefits accrued as of the Change in Control.

(c)  No  remuneration  paid  to a  Non-Employee  Director  by  the  Bank  or its
     successor  following a Change in Control shall reduce the benefits  payable
     under this Plan.



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                                    ARTICLE V
                            ADMINISTRATION AND CLAIM

SECTION 5.01   ADMINISTRATION.

The  administration  of the Plan,  the exclusive  power to interpret it, and the
responsibility  for  carrying out its  provisions  are vested in the Bank or its
designee.  The Bank or its  designee  shall have the  authority  to resolve  any
question under the Plan. The determination of the Bank or its designee as to the
interpretation  of the Plan or any disputed  question  shall be  conclusive  and
final to the extent permitted by applicable law.

SECTION 5.02   CLAIMS PROCEDURES.

(a)  Claims for  benefits  under the Plan shall be  submitted  in writing to the
     Bank or to an individual designated by the Bank for this purpose.

(b)  If any claim for benefits is wholly or partially denied, the claimant shall
     be given written  notice within a reasonable  period  following the date on
     which the claim is filed, which notice shall set forth:

     (i)    the specific reason or reasons for the denial;

     (ii)   specific  reference to pertinent Plan provisions on which the denial
            is based;

     (iii)  adescription of any additional material or information necessary for
            the  claimant  to perfect the claim and an  explanation  of why such
            material or information is necessary; and

     (iv)   an explanation of the Plan's claim review procedure.

     If the claim has not been  granted and written  notice of the denial of the
     claim is not furnished in a timely  manner  following the date on which the
     claim is  filed,  the claim  shall be  deemed  denied  for the  purpose  of
     proceeding to the claim review procedure.

(c)  The  claimant  or his  authorized  representative  shall have 30 days after
     receipt of written notification of denial of a claim to request a review of
     the denial by making written request to the Bank, and may review  pertinent
     documents  and submit  issues and  comments  in writing  within such 30-day
     period.

     After receipt of the request for review, the Bank or its designee shall, in
     a timely  manner,  render and furnish to the  claimant a written  decision,
     which  shall  include  specific  reasons  for the  decision  and shall make
     specific references to pertinent Plan provisions on which it is based. Such
     decision by the Bank shall not be subject to further review.  If a decision
     on review is not furnished to a claimant, the claim shall be deemed to have
     been denied on review.



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(d)  No  claimant  shall  institute  any  action or  proceeding  in any state or
     federal  court of law or equity or before any  administrative  tribunal  or
     arbitrator  for a claim for benefits  under the Plan until the claimant has
     first exhausted the provisions set forth in this section.

SECTION 5.03   EXPENSES.

Expenses  attributable to the  administration of the Plan shall be paid directly
by the Bank.

                                   ARTICLE VI
                               GENERAL PROVISIONS

SECTION 6.01   NO FUNDING.

(a)  All amounts payable in accordance with the Plan shall  constitute a general
     unsecured   obligation  of  the  Bank.   Such  amounts,   as  well  as  any
     administrative costs relating to the Plan, shall be paid out of the general
     assets of the Bank,  to the  extent  not paid from the  assets of any trust
     established pursuant to paragraph (b) of this Section 6.01.

(b)  The Bank may, for administrative reasons, establish a grantor trust with an
     independent  trustee  for the  benefit  of  Participants  in the Plan.  The
     assets,  if any, placed in said trust shall be held separate and apart from
     other Bank funds and shall be used  exclusively  for the purposes set forth
     in the Plan and the applicable  trust  agreement,  subject to the following
     conditions:

     (i)    the Bank shall be treated as "grantor" of said trust for purposes of
            Section 677 of the Code; and

     (ii)   the  agreement  of said trust shall  provide  that its assets may be
            used upon the insolvency or bankruptcy of the Bank to satisfy claims
            of the Bank's general  creditors and that the rights of such general
            creditors are enforceable by them under federal and state law.

SECTION 6.02   AMENDMENT OF THE PLAN.

The Bank reserves the right to modify or amend the Plan, in whole or in part, at
any time, and from time to time.  However,  no  modification  or amendment shall
adversely  affect the right of any  Participant who has retired and is receiving
benefits  to continue  to receive  the  benefits  accrued as of the date of such
modification,  amendment  or  discontinuance  without  their  unanimous  written
consent.

Notwithstanding  the foregoing,  no amendment or modification to the Plan may be
made in  connection  with, or after,  a Change in Control  without the unanimous
written consent of the Non-Employee Directors who are entitled to benefits under
the Plan.



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SECTION 6.03   TERMINATION OF THE PLAN.

The Bank  reserves  the  right to  terminate  the  Plan at any  time,  provided,
however,  that  no  termination  shall  be  effective  retroactively.  As of the
effective date of termination of the Plan, the benefits of any Participant whose
benefit payments have commenced shall continue to be paid.

Notwithstanding  the  foregoing,  the Plan may not be  terminated  in connection
with, or after, a Change in Control  without the unanimous,  written  consent of
the Participants who are entitled to benefits under the Plan.

SECTION 6.04   PLAN NOT A DIRECTORSHIP AGREEMENT.

The Plan is not a directorship  agreement,  and the  Participant's  service as a
Non-Employee  Director  shall not be  affected in any way by the Plan or related
instruments,  except as specifically  provided therein. The establishment of the
Plan shall not be construed as conferring any legal rights upon any person for a
continuation  of service as a Non-Employee  Director.  Each  Participant and all
persons who may have or claim any right by reason of his participation  shall be
bound by the terms of the Plan and all agreements entered into pursuant thereto.

SECTION 6.05   FACILITY OF PAYMENT.

In the event that the Bank shall find that a  Participant  is unable to care for
his affairs  because of illness or accident,  the Bank may, unless a claim shall
have been made therefor by a duly appointed  legal  representative,  direct that
any benefit  payment due him be paid on his behalf to his  surviving  spouse and
any such payment so made shall be a complete discharge of the liabilities of the
Bank and the Plan therefor. If a Participant does not have a surviving spouse at
the time of his death,  then no other  payments shall be due under the Plan with
respect to the Participant.

SECTION 6.06   NON-ALIENATION.

Subject to any applicable law, no benefit under the Plan shall be subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance  or charge,  and any  attempt to do so shall be void.  Nor shall any
such benefit be in any manner liable for or subject to garnishment,  attachment,
execution  or  levy,  or  liable  for  or  subject  to  the  debts,   contracts,
liabilities, engagements or torts of the person entitled to such benefits.

SECTION 6.07   FORFEITURE FOR CAUSE.

In the event that the Non-Employee Director's service as a Non-Employee Director
is involuntarily  terminated for reason of serious misconduct,  including by way
of  example,  dishonesty  or  fraud  on the  part  of  such  Participant  in his
relationship  with the Bank, all benefits that would otherwise be payable to him
under the Plan shall be forfeited.  Notwithstanding the foregoing, no forfeiture
shall  take  place  following  a Change in Control  unless  the  Participant  is



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convicted  of a  felony  involving  dishonesty  or  fraud  on the  part  of such
Participant in his relationship with the Bank.

SECTION 6.08   CONSTRUCTION.

(a)   The Plan shall be construed,  regulated and enforced under the laws of the
      State of New Jersey.

(b)   The masculine pronoun shall mean the feminine wherever appropriate.

(c)   The  illegality of any  particular  provision of this  document  shall not
      affect the other  provisions  and the  document  shall be construed in all
      respects as if such invalid provision were omitted.

(d)   The  headings  and   subheadings  in  the  Plan  have  been  inserted  for
      convenience of reference  only, and are to be ignored in any  construction
      of the provisions thereof.

SECTION 6.9    EFFECTIVE DATE.

The  effective  date of the Plan is August 1,  1989.  The Plan was  amended  and
restated in its entirety as of May 21, 2002.







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                                   APPENDIX A


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                                                                     Exhibit "A"

                               FIRST SAVINGS BANK
                      NON-EMPLOYEE DIRECTOR RETIREMENT PLAN

                           --------------------------

                           ELECTION OF PAYMENT METHOD
                            AFTER A CHANGE IN CONTROL

                           --------------------------

      AGREEMENT,  made  this  ______  day of  _________,  ____,  by and  between
__________________  (the  "Non-Employee  Director")  and First Savings Bank (the
"Bank"),  with respect to distribution  of the  Non-Employee  Director's  annual
retirement  benefits  ("Retirement  Benefits") that have accrued under the First
Savings Bank  Non-Employee  Director  Retirement Plan and have or become payable
due to a change in control.

      NOW THEREFORE, it is mutually agreed as follows:

      1.    FORM OF  PAYMENT.  The  Participant  shall  receive  his  Retirement
            Benefits in cash that is paid--

            [ ]   in one lump sum equal to the present  value of his accrued but
                  unpaid Retirement Benefits.

            [ ]   in  substantially  equal  annual  payments  over a  period  of
                  _______ years (no more than 7), on the unpaid present value of
                  his Retirement Benefits.


      2.    TIME OF PAYMENT.  The Participant shall begin to receive  Retirement
            Benefits as soon as practicable after--

            [ ]   a change in control closes.

            [ ]   the January 1st after a change in control closes.

            [ ]   the _____________  annual anniversary of the January 1st after
                  a change in control closes.

      3.    FREQUENCY  OF  PAYMENT.  Unless paid in a lump sum,  the  Retirement
            Benefits shall be paid on a _____________  quarterly,  _____________
            semi-annual, or _____________ annual basis.


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      4.    EFFECT OF ELECTION.  The  elections  made in  paragraphs 1, 2, and 3
            hereof  shall  become  irrevocable  on the date 30 days  before  the
            closing of a change in control.

      5.    MUTUAL  COMMITMENTS.  The Bank agrees to make payment of all amounts
            due the  Non-Employee  Director in accordance  with the terms of the
            plan and the elections made by the Non-Employee Director herein. The
            Non-Employee  Director  agrees to be bound by the terms of the plan,
            as in effect on the date hereof and as properly  amended  hereafter.
            The parties  recognize and agree that this Agreement  supersedes and
            nullifies  any  prior  distribution  election  to the  extent  it is
            inconsistent herewith.


      IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands the
day and year first above-written.


Witnessed by:                               NON-EMPLOYEE DIRECTOR



---------------------------                 ------------------------------







Witnessed by:                               FIRST SAVINGS BANK



                                            By
---------------------------                    ---------------------------
                                               For the Entire Board of Directors


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                                   APPENDIX B


PARTICIPANTS

Philip T. Ruegger, Jr.

Joseph Chadwick

George T. Hornyak, Jr.

Keith H. McLaughlin

Jeffries Shein

Walter K. Timpson