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                                                                   EXHIBIT 10.9


                              CLIFTON SAVINGS BANK
                           DIRECTORS' RETIREMENT PLAN
            (As Amended and Restated Effective as of January 1, 2005)


         Section 1. Purposes. The purposes of the Clifton Savings Bank
Directors' Retirement Plan are to recognize the valuable and faithful years of
service provided by Directors, to assist the Bank in attracting and retaining
highly-qualified individuals to serve as members of the Board of Directors, and
to encourage Directors to relinquish their membership on the Board of Directors
while providing advice as Directors Emeriti, thereby ensuring the efficient
transfer of responsibility to their successors. The Bank has amended and
restated the Plan in its entirety, effective as of January 1, 2005, to comply
with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.

         Section 2.  Definitions.

         (a)    "Actuarial Equivalent" means an actuarial equivalent sum
determined using the mortality table prescribed by the Internal Revenue Service
pursuant to Section 417(e)(3) of the Internal Revenue Code of 1986, as amended,
and applicable Treasury regulations issued thereunder, and a discount rate equal
to the mid-term Applicable Federal Rate as determined under Section 1274(d) of
the Internal Revenue Code of 1986, as amended, compounded monthly.

         (b)    "Annual Fees and Retainer" means, for non-employee directors,
the sum of (i) the annual retainer and (ii) the annual fees paid to a Director
assuming the Director attended all meetings of the Board of Directors. In the
case of an employee director, "Annual Fees and Retainer" means the sum of (i)
the annual retainer and (ii) the annual fees that would have been paid to a
non-employee director who attended all meetings of the Board of Directors. In
the case of a Chairman of the Board of Directors who is also an employee,
"Annual Fees and Retainer" means 137.5% of (i) the annual retainer and (ii) the
annual fees that would have been paid to a non-employee director who attended
all meetings of the Board of Directors.

         (c)    "Bank" means Clifton Savings Bank.

         (d)    "Beneficiary" means the person, persons or entity designated by
the Participant or, in the absence of such designation, as determined under
Section 9, to receive any benefits payable under the Plan.

         (e)    "Board of Directors," for purposes of this Plan, means the Board
of Directors of the Bank, or any affiliate of the Bank including, but not
necessarily limited to, any holding company or wholly-owned subsidiary of the
Bank.

         (f)    "Change in Control" means a "change in ownership", or "change in
effective control", or "change in ownership of a substantial portion of assets"
for purposes of Section 409A of the Code.

                A Change in Control shall not occur solely as a result of a
conversion of the Bank from the mutual to the stock form of organization
("Conversion").

         (g)    "Change in Control Benefit" means the benefit provided upon a
         Change in Control, pursuant to Section 7 of the Plan.

         (h)    "Death Benefit" means the benefit  provided upon the death of a
Participant,  pursuant to Section 5 of the Plan.

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         (i)    "Director" means any employee or non-employee member of the
Board of Directors.

         (j)    "Director Emeritus" means a Participant who, following
retirement, provides such consultation and advice on matters related to the
operations and business of the Bank as may be requested from time to time by
management or the Board of Directors. A Director Emeritus shall have no
obligation to attend meetings of the Board of Directors but may do so. A
Director Emeritus attending meetings of the Board of Directors shall have no
right to vote and shall receive no additional compensation for attendance. A
Director Emeritus shall not perform services for the Company or the Bank
following his retirement at a level in excess of twenty percent (20%) of the
average level of bona fide services performed over the immediately preceding
thirty-six (36) month period.

         (k)    "Disability" means the Participant is unable to engage in any
substantial activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months.

         (l)    "Disability Benefit" means the benefit provided upon the
Disability of a Participant, pursuant to Section 6 of the Plan.

         (m)    "Effective Date" means June 11, 2003, as amended and restated as
of January 1, 2005.

         (n)    "Participant" means a Director who participates in the Plan
pursuant to Section 3  of the Plan.

         (o)    "Plan" means this Clifton Savings Bank Directors Retirement
Plan, as amended and restated, and as may be amended from time to time.

         (p)    "Retirement Benefit" means the benefit determined in accordance
with Section 4 of the Plan.

         (q)    "Separation from Service" means a termination of a Participant's
services, for any reason, (whether as an employee or as an independent
contractor) to Clifton Savings Bancorp, Inc. (the "Company") and the Bank.
Whether a Separation from Service has occurred shall be determined in accordance
with the requirements of Section 409A of the Code based on whether the facts and
circumstances indicate that the Company, the Bank and the Participant reasonably
anticipated that no further services would be performed after a certain date or
that the level of bona fide services the Participant would perform after such
date (whether as an employee or as an independent contractor) would permanently
decrease to no more than twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent contractor) over
the immediately preceding thirty-six (36) month period.

         (r)    "Vested Participant" means, for purposes of the Retirement
Benefit under the Plan, a Participant who has completed a minimum of three (3)
Years of Service and has attained age 68. For purposes of the Disability and
Death Benefits under the Plan, "Vested Participant" means a Participant who has
completed a minimum of three (3) Years of Service, regardless of age. For
purposes of the Change in Control Benefit under the Plan, "Vested Participant"
means a Participant who has completed at least one (1) Year of Service,
regardless of age.

         (s)    "Year of Service" generally means the completion of 12 months of
service during the calendar year. However, for purposes of the Plan, a Director
shall be deemed to have completed a Year of Service provided the Director has
served as a Director for a minimum of one (1) full month during the calendar

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year. All service as a Director, including periods of service prior to the
Effective Date of the Plan, shall be considered in determining completed Years
of Service under the Plan.

         Section 3. Eligibility and Participation. Any Director of the Bank may
be eligible to participate in the Plan. All Directors serving as of the
Effective Date of the Plan and listed in Exhibit A shall be Participants in the
Plan. Directors who commence service following the Effective Date shall become
Participants only upon designation as such in a resolution of the Board of
Directors.

         Section 4. Retirement Benefit. A Vested Participant who incurs a
Separation from Service and agrees to serve as a Director Emeritus if requested
shall be entitled to receive an annual Retirement Benefit, payable for the life
of the Vested Participant, or in accordance with Section 8 of the Plan. The
annual Retirement Benefit amount shall equal a percentage of the sum of the
Annual Fees and Retainer (as defined in Section 2(b) of the Plan) paid (or that
would have been paid) to the Vested Participant during the twelve (12) month
period ending on the last day of the month immediately preceding the date of
retirement. This percentage shall be determined by multiplying the Vested
Participant's Years of Service (up to a maximum of ten (10)) by ten percent
(10%).

         Section 5.  Death Benefit.

         (a)    If a Vested Participant dies prior to commencement of the
Retirement Benefit under the Plan, the Beneficiary shall be entitled to receive
an annual Death Benefit, payable in accordance with Section 8 of the Plan, equal
to the sum of 100% of the Annual Fees and Retainer (as defined in Section 2(b)
of the Plan) paid (or that would have been paid) to the Vested Participant
during the twelve (12) month period ending on the last day of the month
immediately preceding the date of death. This amount shall be paid to the
Beneficiary for a period of ten (10) years.

         (b)    If a Vested Participant dies after commencement of the
Retirement Benefit under the Plan, the Beneficiary shall be entitled to receive
an annual Death Benefit, payable in accordance with Section 8 of the Plan, equal
to the amount of the annual Retirement Benefit that was being paid to the
Participant prior to the date of death. This amount shall be paid to the
Beneficiary for a period of years equal to ten (10) minus the number of years
the Vested Participant had already received an annual Retirement Benefit under
the Plan prior to death.

         (c)    Notwithstanding the vesting provisions of Section 4 of the Plan,
a Vested Participant shall always be 100% vested in the Death Benefits provided
for under this Section 5 of the Plan. Amounts payable under Section 5 of the
Plan shall be paid to the Participant's surviving spouse, or to such other
Beneficiary(ies) as the Participant may designate in writing pursuant to Section
9 of the Plan. Notwithstanding anything contained herein to the contrary, any
benefits payable to a surviving spouse or a designated Beneficiary under the
Plan shall cease upon the death of such spouse or designated Beneficiary.

         Section 6. Disability Benefit. A Vested Participant who incurs a
Disability prior to commencement of the Retirement Benefit shall be entitled to
receive a Disability Benefit, payable for life, or in accordance with Section 8
of the Plan, equal to the sum of 100% of the Annual Fees and Retainer (as
defined in Section 2(b) of the Plan) paid (or, for an employee Director, the
Annual Fees and Retainer that would have been paid) to the Participant during
the twelve month period ending on the last day of the month immediately
preceding the date of termination of service due to Disability. If a Vested
Participant dies after commencement of the Disability Benefit under the Plan,
the Vested Participant's Beneficiary shall continue to receive the annual
Disability Benefit for a period of Years equal to ten (10) minus the number of
years the Vested Participant had already received an annual Disability Benefit
under the Plan (the "Disability Death Benefit"). Notwithstanding the vesting
provisions of Section 4 of the Plan, a Vested Participant shall always be 100%
vested in the Disability Benefit provided for under this Section 6 of the Plan.

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         Section 7. Change in Control Benefit. Upon a Change in Control, each
Vested Participant shall be entitled to receive an annual Change in Control
Benefit, payable for the life of the Participant, or in accordance with Section
8 of the Plan, equal to the sum of 100% of the Annual Fees and Retainer (as
defined in Section 2(b) of the Plan) paid (or that would have been paid) to the
Vested Participant during the twelve (12) month period immediately preceding the
date of termination of service due to a Change in Control. Upon a Vested
Participant's death following a Change in Control, the Vested Participant's
Beneficiary shall continue to receive the annual Change in Control Benefit for a
period of years equal to fifteen (15) minus the number of years the Vested
Participant had already received an annual Change in Control Benefit under the
Plan (the "Change in Control Death Benefit"). Notwithstanding the vesting
provisions of Section 4 of the Plan, a Vested Participant shall always be 100%
vested in the benefits provided for under this Section 7 of the Plan.

         Section 8.  Form and Time of Payment.

         (a)    The standard form of benefit under the Plan shall be paid in
equal monthly installments, computed as one-twelfth (1/12th) of the annual
benefit payable pursuant to Sections 4, 5, or 6 or 7 of the Plan. Monthly
payments shall commence on the first business day of the month following the
date the Participant first becomes entitled to receive a benefit under the Plan.
However, at the election of a Participant, benefits shall be paid in the form of
an Actuarial Equivalent lump sum payment. On or after January 1, 2009, if a
Participant wishes to change his payment election as to the form of payment, the
Participant may do so by completing a payment election form approved by the
Board of Directors, provided that any such election (i) must be made prior to
the Participant's Separation from Service, (ii) must be made at least 12 months
before the date on which any benefit payments are scheduled to commence, (iii)
shall not take effect until at least 12 months after the date the election is
made, and (iv) for payments to be made other than upon death or Disability, must
provide an additional deferral period of at least five years from the date such
payment would otherwise have been made (or in the case of any installment
payments treated as a single payment, five years from the date the first amount
was scheduled to be paid). For purposes of this Plan and clause (iv) above, all
installment payments under this Plan shall be treated as a single payment. On or
before December 31, 2008, if a Participant wishes to change his payment election
as to the form of payment, the Participant may do so by completing a payment
election form, provided that any such election (i) must be made prior to the
Participant's Separation form Service, (ii) shall not take effect before the
date that is 12 months after the date the election is made, (iii) cannot apply
to amounts that would otherwise be payable in 2008 and may not cause an amount
to be paid in 2008 that would otherwise be paid in a later year. A lump sum
payment shall be made within sixty (60) days following the date the Participant
becomes entitled to receive a benefit under the Plan.

         (b)    Notwithstanding any provision of this Plan to the contrary, if
the Participant is considered a Specified Employee at Separation from Service
under such procedures as established by the Bank in accordance with Section 409A
of the Code, benefit distributions that are made upon Separation from Service
may not commence earlier than six (6) months after the date of such Separation
from Service. Therefore, in the event this Section 8(b) is applicable to the
Participant, any distribution which would otherwise be paid to the Participant
within the first six months following the Separation from Service shall be
accumulated and paid to the Participant in a lump sum on the first day of the
seventh month following the Separation from Service. All subsequent
distributions shall be paid in the manner specified under Section 8(a) of the
Plan with respect to the applicable benefit. A Specified Employee generally
means a key employee (as defined in Section 416(i) of the Code without regard to
paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on
an established securities market or otherwise or if the Bank is the subsidiary
of a publicly-traded holding company.

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         Section 9. Designation of Beneficiary. Each Director may designate in
writing on a form supplied by and filed with the Bank the individual, trust or
estate that shall be the Beneficiary of a Death Benefit or Change in Control
Death Benefit payable under the Plan. If a Director fails to effectively
designate a Beneficiary, the Director's spouse, if any, will be deemed to be the
Beneficiary under the Plan. If the Director fails to effectively designate a
Beneficiary and has no spouse, the Director's estate will be the Beneficiary
under the Plan. A Beneficiary designation may be changed at any time during the
lifetime of the Director by the Director or the Director's authorized agent upon
completion of a new Beneficiary designation form in accordance with the terms of
the Plan.

         Section 10. Bank Obligations. The obligations of the Bank hereunder
constitute merely the promise of the Bank to make the payments provided for in
the Plan. No Director, his or her spouse or his or her designated Beneficiary
shall have, by reason of the Plan, any right, title or interest of any kind in
or to any property of the Bank and will be relying on the unsecured promise of
the Bank to make payments under the Plan. To the extent any Director has a right
to receive payments under the Plan, such right shall be no greater than the
right of any unsecured general creditor of the Bank.

         Section 11. Plan Administration. The Plan shall be administered by the
Board of Directors of the Bank. The Board of Directors shall have the power from
time to time to construe and interpret the Plan and to establish, amend and
revoke guidelines and practices for the administration of the Plan as it shall,
from time to time, consider advisable. All decisions and determinations by the
Board of Directors in the exercise of this power shall be final, conclusive and
binding upon the Bank, Participants and their designated Beneficiaries. The
Board of Directors may employ such legal counsel and consultants as it may deem
desirable for the administration of the Plan and may rely upon any opinion
received from such counsel or consultation.

         Section 12.  Amendment and Termination.

         (a)    The Board of Directors of the Bank may at any time amend or
terminate the Plan; provided, however, that no amendment or termination shall
impair the vested rights of a Participant or Beneficiary to receive the payments
which would have been made under the Plan had the Plan not been amended or
terminated (based upon Years of Service as a Director prior to the date of such
amendment or termination).

         (b)    Except as otherwise provided in Sections 8.03, the Bank in its
discretion may terminate the Plan and distribute benefits to Participants
subject to the following requirements and any others specified under Section
409A of the Code:

                (i)     All arrangements sponsored by the Bank that would be
aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations
are terminated.

                (ii)    No payments other than payments that would be payable
under the terms of the Plan if the termination had not occurred are made within
12 months of the termination date.

                (iii)   All benefits under the Plan are paid within 24 months of
the termination date.

                (iv)    The Bank does not adopt a new arrangement that would be
aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations
providing for the deferral of compensation at any time within 3 years following
the date of termination of the Plan.

                (v)     The termination  does not occur  proximate to a downturn
in the financial  health of the Bank.

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         (c)    If the Bank terminates the Plan within thirty days preceding or
twelve months following a Change in Control, benefits of each Participant shall
become fully vested and payable to the Participant in a lump sum within twelve
months following the date of termination, subject to the requirements of Section
409A of the Code.

         Section 13.  Miscellaneous Provisions.

         (a)    Non-Transferability. Neither Participants nor their designated
Beneficiaries under this Plan shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or otherwise encumber or
transfer in advance any of the benefits payable under the Plan, nor shall such
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event a Participant or Beneficiary
attempts assignment, commutation, hypothecation, transfer or disposal of the
benefits provided for under the Plan, the Bank's liabilities and obligations
under the Plan shall immediately terminate.

         (b)    Source of Funds. This Plan is unfunded, and all benefit payments
under the Plan shall be made solely from the general assets of the Bank. The
Bank shall not be required to set aside funds for the payment of its obligations
under the Plan. No Participant shall be permitted to make any contributions to
the Plan.

         (c)    No Guarantee of Continued Service. Nothing in the Plan shall be
deemed to create any obligation on the part of the Bank or the Board of
Directors to nominate any Director for reelection to the Board of Directors.

         (d)    Required Regulatory Provision. No payments will be made under
the Plan which would be in violation of 12 U.S.C. Sec. 1828(k) or 12 U.S.C. Sec.
1818(e) or any regulation promulgated thereunder.

         (e)    Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of New Jersey to the extent such state
laws are not preempted by federal law.

         (f)    Successors. The Plan shall be binding on any successors or
assigns to the Bank, including, but not limited to, the conversion of the Bank
to a capital stock savings association. All successors or assigns shall assume
the Plan to the extent permitted by law and in a manner that will not impair or
diminish any Participant's rights under the Plan.

         (g)    Not a Fee Reduction Plan or Deferral Arrangement. The benefits
provided by the Plan are granted by the Bank as a fringe benefit to the Director
and are not part of any fee reduction plan or an arrangement deferring a bonus
or a fee increase.

         Section 14.  Aggregation of Employers.

         To the extent required under Section 409A of the Code, if the Bank is a
member of a controlled group of corporations or a group of trades or business
under common control (as described in Section 414(b) or (c) of the Code), all
members of the group shall be treated as a single employer for purposes of
whether there has occurred a Separation from Service and for any other purposes
under the Plan as Section 409A of the Code shall require.

         Section 15.  409A Application.

         References in this Plan to Section 409A of the Code include rules,
regulations, and guidance of general application issued by the Department of the
Treasury under Section 409A of the Code.

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