Exhibit 10.9
                                                    Amended as of June 28, 2005
                                            Further amended as of June 17, 2008

                           AMERICAN BANK OF NEW JERSEY

                   DIRECTORS CONSULTATION AND RETIREMENT PLAN

                             AS AMENDED AND RESTATED

     WHEREAS, American Bank of New Jersey,  Bloomfield,  New Jersey (the "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 Bank has changed since the initial
implementation  of  such  Plan to  include  the  holding  company  for the  Bank
("American  Bancorp of New Jersey,  Inc." or the "Company") and the directors of
the Bank also serve as  directors  of the Company and receive  compensation  for
such services; and

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

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

     WHEREAS,  the Plan must be further  amended to comply with  Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code").

     NOW  THEREFORE,  BE IT RESOLVED that the Plan,  as previously  approved and
amended by the Bank,  be approved,  amended and restated by the Bank and adopted
and approved by the Company as of June 17, 2008, 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 Bank or the  Company,  as
<PAGE>

constituted from time to time, and successors thereto.

     "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 Bank;  (ii)
the execution of an agreement for a merger or recapitalization of the Company or
the Bank or any merger or  recapitalization  whereby  the Company or the Bank is
not the surviving entity;  (iii) a change of control of the Company or the 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  Securities  and  Exchange  Act of 1934 and the  rules and
regulations  promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding  voting securities of the Company or the 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 Bank
stock,  or the purchase of shares of up to 25% of any class of securities of the
Company or the 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.
Effective  January 1, 2008, no transaction or event shall be considered a Change
in Control  unless such  transaction  or event also qualifies as a change in the
ownership or effective  control,  or a change in the  ownership of a substantial
portion  of the assets of,  the  Company  or a related  corporation,  within the
meaning of Section 409A.

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

     "Company"  means  American  Bancorp of New Jersey,  Inc. and any  successor
entity or any future parent corporation of the Bank.

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

     "Disability" means a mental or physical disability as defined under Section
409A.

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

     "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
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 with Section 2.4 herein.

     "Retirement  Date" means the date of  termination  of service as a Director

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<PAGE>

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.  For purposes of this Plan,  effective  January 1, 2005,  the
phrases  "termination of service" and "termination  from service" shall have the
same meaning as "separation from service",  as that phrase is defined in Section
409A,  taking into account all rules and presumptions  provided for therein.  No
termination of service or  termination  from service shall be considered to have
occurred  unless it also  qualifies  as a  separation  from  service,  as herein
defined.

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

     "Section  409A"  means  Section  409A of the Code and the  regulations  and
guidance of general applicability issued thereunder.

     "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 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 and the Bank, years of
Service  may differ  based upon  actual  Service as a member of the Board of the
Company and the Bank.

                                   ARTICLE II

                                    BENEFITS

     2.1 Retirement. Upon a Participant's termination from service as a Director
of the Bank and the Company on or after his or her  applicable  Retirement  Date
for such corporate entity,  the 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 termination from service
as a Director  prior to his or her  Retirement  Date,  the Bank and the  Company
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

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<PAGE>
present  value of all future  benefits  payable to such  Participant  as soon as
administratively feasible as of or immediately following such Change in Control,
but in no event  later  than  the  earlier  of the end of the year in which  the
Change in Control occurs, or if later, the 15th day of the third month following
the date the Change in Control  occurred.  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,  but in no
event  later  than the  earlier  of the end of the year in which  the  Change in
Control occurs,  or if later, the 15th day of the third month following date the
Change in Control occurred.

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

     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 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

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<PAGE>
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 Bank and the Company 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.

     2.7 Delay of Payments.  In the event the Director is a "specified employee"
as defined in Section 409A at the time of his  termination  from  service,  then
payments  to the  Director  shall  not  commence  until  six  months  after  the
Directors's termination from service, or his death if earlier. Any payments that
are delayed  because of the  preceding  sentence  shall be  accumulated  without
interest  and paid to the  Director or his  Beneficiary  as soon as  practicable
after the end of the six-month period.

                                   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  Bank,  the  Company  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 Bank. No person other than the Bank shall by virtue of the
provisions  of this Plan have any interest in such funds.  The 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 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

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<PAGE>
immediately upon the Participant ceasing to be in the active service of the Bank
or the Company prior to the time that  benefits  payable under the Plan shall be
deemed to be 100% vested and  non-forfeitable  in accordance with Article IV. 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 Bank or the Company
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 Bank or the
Company any right to be retained in the employment or service of the Bank or the
Company,  or to interfere with the right of the Bank or the Company 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 Bank and binding upon the
Bank, its successors and assigns.

     6.4 Modifications.  The 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 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.
Notwithstanding  the  foregoing,  the  Plan  may not be  terminated  unless  the
termination complies with the applicable requirements of Section 409A.

     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 Bank,  unless  otherwise
mutually  agreed to by the Participant and the Bank, and judgment upon the award
rendered by the  arbitrator(s)  may be entered in any court having  jurisdiction
thereof.

     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
Bank pursuant to the unsecured  promise of the Bank to pay the benefits  accrued
hereunder in accordance  with the terms of this Plan. The 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

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<PAGE>

have any discretion in the use, disposition, or investment of any asset acquired
or set aside by the Bank to provide benefits under this Plan.

     6.7 ERISA and IRS 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 Code.

     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 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 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 Bank under the Plan.

     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 Bank or the Company 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,  except to the  extent  that
federal law shall be deemed to apply.

     6.13 Section 409A.  The Plan shall be  administered  and  interpreted  in a

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<PAGE>
manner consistent with Section 409A.

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

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

                                       8

<PAGE>


     IN WITNESS  WHEREOF,  the Bank and the  Company  have caused the Plan to be
executed by its duly authorized officer.

                                             American Bank of New Jersey

6/19/2008                           By:      /s/ W. George Parker
-----------------------------                ----------------------------------
Date
                                    Title:   Chairman of the Board of Directors



6/19/2008                                   /s/ Kathleen Walsh
-----------------------------                ----------------------------------
Date                                        Witness






                                            American Bancorp of New Jersey, Inc.


6/19/2008                           By:      /s/ W. George Parker
----------------------------                 ----------------------------------
Date
                                    Title:   Chairman of the Board of Directors


6/19/2008                                    /s/ Kathleen Walsh
-----------------------------                ----------------------------------
Date                                         Witness


                                       9

<PAGE>




                                   SCHEDULE A

                           AMERICAN BANK OF NEW JERSEY
                             BLOOMFIELD, NEW JERSEY

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                   DIRECTORS' CONSULTATION AND RETIREMENT PLAN

                     NOTICE OF RETIREMENT AND PARTICIPATION

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     WHEREAS, the Board of Directors of American Bank of New Jersey, Bloomfield,
New Jersey  ("Bank")  has  previously  adopted the  American  Bank of New Jersey
Directors Consultation and Retirement Plan ("Plan"); and

     WHEREAS,  upon  retirement  as  a  Director,  I am  eligible  to  elect  to
participate in the Plan.

     My signature  below hereby  evidences my request to the Bank of my election
to participate in the Plan, as follows:

1.   This  election to  participate  in the Plan is being  delivered to the Bank
     effective ---------------------------;

2.   I hereby  resign  as a  director  of both the  Bank and the  Company  as of
     ___________________________ ("Retirement Date");

3.   Upon  retirement  from the  Board  as of the  Retirement  Date,  I shall be
     appointed as a Consulting Director to the Bank and the Company and shall be
     available  to advise the Bank and the Company from time to time on business
     and community relations matters as may be requested;

4.   As  a  Consulting  Director,  I  will  not  have  any  specific  duties  or
     responsibilities, except as may be specifically requested from time to time
     by the Board;

5.   Compensation  as a Consulting  Director shall be as specified at Article II
     of the Plan as a consulting retainer and retirement benefit;

6.   Any benefits payable in accordance with the Plan on or after my death shall
     be payable to my spouse if then living,  and my spouse's estate thereafter.
     If my spouse  should  predecease  me,  then upon my  death,  all  remaining
     benefit payments shall be payable to my estate;

7.   I understand that the above listed items  constitute the only benefits that
     shall be delivered to me as a Participant  in the Plan as further  detailed
     in the Plan.

                                      A-1

<PAGE>


Entered into on such date as noted below:





Accepted:         ___________________________________        __________________
                  Retiring Director                           Date



Accepted:         ___________________________________        __________________
                  For the Bank                                Date



Accepted:         ___________________________________        __________________
                  For the Company                             Date



                                      A-2