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                                                                    EXHIBIT 10.7


                          CLIFTON SAVINGS BANK, S.L.A.
                           CHANGE IN CONTROL AGREEMENT

This AGREEMENT  ("Agreement")  is hereby entered into as of March 17th, 2004, by
and between CLIFTON SAVINGS BANK,  S.L.A. (the "Bank"),  a New  Jersey-chartered
financial  institution,  with its principal  offices at 1433 Van Houten  Avenue,
Clifton, New Jersey 07015, and BART D'AMBRA ("Executive").

WHEREAS,  the Bank  recognizes the  substantial  contributions  of Executive and
wishes to protect his position with the Bank in the event of a change in control
of  the  Bank  or   Clifton   Savings   Bancorp,   Inc.   (the   "Company"),   a
federally-chartered  corporation  and the holding  company of the Bank,  for the
period provided for in this Agreement; and

WHEREAS,  Executive  and the Board of Directors of the Bank desire to enter into
an agreement setting forth the terms and conditions of payments due to Executive
in the event of a change in control and the related  rights and  obligations  of
each of the parties.

NOW,  THEREFORE,  in  consideration  of the promises and mutual covenants herein
contained, it is hereby agreed as follows:

1.   TERM OF AGREEMENT.

(a) The term of this Agreement shall be (i) the initial term,  consisting of the
period  commencing  on the date of this  Agreement  (the  "Effective  Date") and
ending on the second  anniversary of the Effective  Date,  plus (ii) any and all
extensions of the initial term made pursuant to this Section 1.

(b)  Commencing on the first  anniversary  of the Effective  Date and as of each
anniversary  thereafter,  the  Board of  Directors  of the Bank  (the  "Board of
Directors") may extend the term of this Agreement for an additional one (1) year
period beyond the then effective  expiration date, provided that Executive shall
not have given at least sixty (60) days'  written  notice of his desire that the
term not be extended.

2.   CHANGE IN CONTROL.

(a) Upon the  occurrence  of a Change in Control of the Bank or the  Company (as
herein  defined)  followed at any time during the term of this  Agreement by the
termination  of  Executive's  employment  in  accordance  with the terms of this
Agreement,  other  than for Just  Cause,  as  defined  in  Section  2(c) of this
Agreement,  the provisions of Section 3 of this Agreement shall apply.  Upon the
occurrence  of a Change in Control,  Executive  shall have the right to elect to
voluntarily  terminate  his  employment  at any  time  during  the  term of this
Agreement  following  any  demotion,   loss  of  title,  office  or  significant
authority,  material  reduction  in his  annual  compensation  or  benefits,  or
relocation of his principal  place of employment by more than  twenty-five  (25)
miles from its location immediately prior to the


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Change in Control;  provided,  however,  Executive may consent in writing to any
such demotion, loss, reduction or relocation.  The effect of any written consent
of  Executive  under this  Section  2(a) shall be strictly  limited to the terms
specified in such written consent.

(b) For purposes of this Agreement, a "Change in Control" of the Bank or Company
shall mean one of the following events:  (i) there occurs a change in control of
the Bank,  as  defined  or  determined  either  by the  Bank's  primary  federal
regulator or under regulations  promulgated by such regulator;  (ii) as a result
of, or in  connection  with,  a merger or other  business  combination,  sale of
assets or contested election,  the persons who were directors of the Bank before
such  transaction  or event  cease to  constitute  a  majority  of the  Board of
Directors  of the  Bank  or its  successor;  (iii)  the  Bank  transfers  all or
substantially all of its assets to another corporation or entity which is not an
affiliate  of the Bank;  (iv) the Bank is merged or  consolidated  with  another
corporation  or entity and, as a result of such  merger or  consolidation,  less
than 60% of the equity  interest in the  surviving or resulting  corporation  is
owned by the former  shareholders  or  depositors  of the Bank;  (v) the Company
merges  into  or  consolidates  with  another  corporation,  or  merges  another
corporation  into the  Company  and,  as a result,  less than a majority  of the
combined voting power of the resulting corporation  immediately after the merger
or  consolidation  is held by  persons  who  were  stockholders  of the  Company
immediately  before the merger or  consolidation;  (vi) the Company files, or is
required to file, a report on Schedule 13D, or another form or schedule required
under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, disclosing
that the filing  person or  persons  acting in  concert  has or have  become the
beneficial  owner(s)  of  25%  or  more  of a  class  of  the  Company's  voting
securities,  except for beneficial  ownership of Company voting shares held in a
fiduciary capacity by an entity of which the Company directly or indirectly owns
50% or more of its outstanding voting securities; (vii) during any period of two
consecutive  years,  individuals who constitute the Company's Board of Directors
at the  beginning of the two-year  period 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
two-thirds  (?) of the  directors  who were  directors  at the  beginning of the
two-year period shall be deemed to have also been a director at the beginning of
such period;  or (viii) the Company sells to a third party all or  substantially
all of its assets.

(c) Executive shall not have the right to receive termination  benefits pursuant
to Section 3 hereof upon termination for Just Cause. The term "Just Cause" shall
mean  termination  because of  Executive's  personal  dishonesty,  incompetence,
willful  misconduct,  any breach of fiduciary  duty involving  personal  profit,
intentional  failure to perform  stated  duties,  willful  violation of any law,
rule,  regulation  (other than traffic  violations or similar  offenses),  final
cease  and  desist  order,  or any  material  breach  of any  provision  of this
Agreement.  Notwithstanding the foregoing, Executive shall not be deemed to have
been  terminated for Just Cause unless and until there shall have been delivered
to him a copy of a resolution duly adopted by the  affirmative  vote of not less
than  three-fourths  (3/4) of the members of the Board of Directors at a meeting
of the Board of  Directors  called and held for that purpose  (after  reasonable
notice to Executive and an  opportunity  for him,  together with counsel,  to be
heard before the Board of Directors), finding that, in the good faith opinion of
the Board of Directors,  Executive was guilty of conduct justifying  termination
for Just Cause and specifying the particulars thereof in detail. Executive shall
not have the right to  receive  compensation  or other  benefits  for any period
after termination


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for Just  Cause.  During  the  period  beginning  on the date of the  Notice  of
Termination  for Just Cause  pursuant  to Section 4 hereof  through  the Date of
Termination,  stock  options  granted to  Executive  under any stock option plan
shall not be  exercisable  nor shall any  unvested  awards  granted to Executive
under any stock  benefit  plan of the Bank,  the  Company or any  subsidiary  or
affiliate  thereof,  vest.  At the Date of  Termination,  such stock options and
related limited rights and any such unvested awards,  shall become null and void
and shall not be exercisable by or delivered to Executive at any time subsequent
to such termination for Just Cause.

3.   TERMINATION BENEFITS.

(a) Upon the occurrence of a Change in Control,  followed at any time during the
term of this Agreement by the voluntary (in accordance with Section 2(a) of this
Agreement) or involuntary  termination of Executive's  employment,  other than a
termination for Just Cause, the Bank shall be obligated to pay Executive,  or in
the event of his subsequent  death,  his  beneficiary or  beneficiaries,  or his
estate, as the case may be, a sum equal to two (2) times the following items:

         (i) the  average  of any  taxable  income  included  by the Bank or the
         Company on Executive's Form W-2 or reflected on a Form 1099 provided by
         the Bank or the Company to Executive,  excluding A) income attributable
         to  Executive's  exercise of a  non-statutory  stock option,  B) income
         related to Executive's  disqualifying disposition of an incentive stock
         option to acquire  Company  common stock,  or C) income  related to the
         distribution of benefits under any  tax-qualified or  non-tax-qualified
         retirement or deferred  compensation  plan or arrangement  sponsored by
         the  Company  or the Bank,  during  each of the five (5) most  recently
         completed calendar years preceding the Change in Control.

         (ii) the sum of the average of the value of the deferrals, allocations,
         or  contributions  made by  Executive  or on behalf of Executive by the
         Bank,  during  each of the five (5) most  recently  completed  calendar
         years preceding the Change in Control,  under the Bank's employee stock
         ownership and 401(k) savings  plans.  For purposes of this clause (ii),
         the value of  allocations  made to Executive  under the employee  stock
         ownership plan or the supplemental  executive  retirement plan shall be
         valued by reference to the fair market value of Company common stock as
         of the date of allocation.

(b) Upon the  occurrence of a Change in Control and  Executive's  termination of
employment in  connection  therewith,  to the extent that the Bank  continues to
offer any life,  medical,  health,  dental and disability  insurance coverage or
arrangements in which Executive or his dependents participated immediately prior
to the  Change in  Control  (each  being a "Welfare  Plan"),  Executive  and his
covered dependents shall continue  participating in such Welfare Plans,  subject
to the same premium  contributions  as were  required  immediately  prior to the
Change in Control,  until the  earlier of (i) the  Executive's  death;  (ii) his
employment by another employer other than one of which he is the majority owner;
or (iii) the expiration of twenty-four  months.  If the company or the Bank does
not offer the Welfare Plans at any time after the Change in Control, the Company
shall provide  Executive  with a payment equal to the premiums for such benefits
for the  period  which  runs  until  the  earlier  of (i) his  death;  (ii)  his
employment by an employer other than one of which he is the majority  owner;  or
(iii) the expiration of twenty-four months.


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(c)  Notwithstanding  the  preceding  provisions  of this Section 3, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the Code or any successor thereto,  and
in order to avoid  such a  result,  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount," as determined in accordance  with said Section 280G.  The allocation of
the reduction  required hereby among the Termination  Benefits  provided by this
Section 3 shall be determined by Executive.

4.   NOTICE OF TERMINATION.

(a) Any purported  termination by the Bank or by Executive shall be communicated
by Notice of  Termination  to the  other  party  hereto.  For  purposes  of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in detail the facts and circumstances claimed to provide a basis
for termination of Executive's employment under the provision so indicated.

(b)  "Date of  Termination"  shall  mean the date  specified  in the  Notice  of
Termination  (which,  in the case of a termination for Just Cause,  shall not be
less than thirty (30) days from the date such Notice of Termination is given).

5.   SOURCE OF PAYMENTS.

All payments  provided in this  Agreement  shall be timely paid in cash or check
from the  general  funds of the  Bank.  The  Company,  however,  unconditionally
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such  amounts and  benefits  due from the Bank are not timely
paid or  provided  by the  Bank,  such  amounts  and  benefits  shall be paid or
provided by the Company.

6.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

This Agreement contains the entire understanding  between the parties hereto and
supersedes any prior agreement between the Bank and Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring  to  Executive  of a kind  elsewhere  provided.  No  provision  of  this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without  reference to this Agreement.
Nothing in this  Agreement  shall confer upon Executive the right to continue in
the employ of the Bank or shall impose on the Bank any  obligation  to employ or
retain Executive in its employ for any period.



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7.   NO ATTACHMENT.

(a) Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation,  commutation,  alienation,  sale,  assignment,
encumbrance,  charge, pledge, or hypothecation or to execution, attachment, levy
or similar process or assignment by operation of law, and any attempt, voluntary
or involuntary, to affect any such action shall be null, void and of no effect.

(b)  This  Agreement  shall be  binding  upon,  and  inure  to the  benefit  of,
Executive, the Bank and their respective successors and assigns.

8.   MODIFICATION AND WAIVER.

(a) This  Agreement  may not be modified or amended  except by an  instrument in
writing signed by the parties hereto.

(b) No term or condition of this Agreement  shall be deemed to have been waived,
nor shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel.  No such written  waiver shall be deemed a  continuing  waiver  unless
specifically  stated therein,  and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or  condition  for the  future  or as to any act other  than  that  specifically
waived.

9.   SEVERABILITY.

If,  for any  reason,  any  provision  of  this  Agreement,  or any  part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

10.  HEADINGS FOR REFERENCE ONLY.

The  headings  of  sections  and  paragraphs  herein  are  included  solely  for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.  In addition,  references herein to the
masculine shall apply to both the masculine and the feminine.

11.  GOVERNING LAW.

The validity,  interpretation,  performance,  and  enforcement of this Agreement
shall be  governed  by the laws of the State of New  Jersey,  without  regard to
principles of conflicts of law of that State.



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12.  ARBITRATION.

Any dispute or  controversy  arising under or in connection  with this Agreement
shall be settled  exclusively by arbitration,  conducted before a panel of three
arbitrators  sitting in a location selected by Executive within fifty (50) miles
from the  location of the Bank,  in  accordance  with the rules of the  American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

13.  PAYMENT OF LEGAL FEES.

All reasonable legal fees paid or incurred by Executive  pursuant to any dispute
or  question  of  interpretation  relating  to this  Agreement  shall be paid or
reimbursed  by the Bank,  only if  Executive is  successful  pursuant to a legal
judgment, arbitration or settlement.

14.  INDEMNIFICATION.

The Company or the Bank shall provide Executive (including his heirs,  executors
and  administrators)  with coverage  under a standard  directors'  and officers'
liability insurance policy at its expense and shall indemnify Executive (and his
heirs,  executors and  administrators)  to the fullest  extent  permitted  under
applicable  law against all  expenses  and  liabilities  reasonably  incurred in
connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of having been a director or officer of the Company or the
Bank  (whether  or not he  continues  to be a director or officer at the time of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include, but not be limited to, judgments,  court costs, attorneys' fees and the
cost of reasonable settlements.

15.  SUCCESSORS TO THE BANK AND THE COMPANY.

The Bank and the Company shall require any successor or assignee, whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise,  to  all or
substantially  all  of the  business  or  assets  of the  Bank  or the  Company,
expressly and  unconditionally to assume and agree to perform the Bank's and the
Company's  obligations under this Agreement,  in the same manner and to the same
extent  that the Bank and the  Company  would be  required to perform if no such
succession or assignment had taken place.




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                                   SIGNATURES

IN WITNESS WHEREOF,  Clifton Savings Bank and Clifton Savings Bancorp, Inc. have
caused this  Agreement to be executed and their seals to be affixed  hereunto by
their duly authorized officers, and Executive has signed this Agreement,  on the
17th day of March, 2004.


ATTEST:                                    CLIFTON SAVINGS BANK, S.L.A.



/s/ Walter Celuch                          By:/s/ John A. Celentano, Jr.
------------------------------------          ----------------------------------
Corporate Secretary                           For the Entire Board of Directors


ATTEST:                                    CLIFTON SAVINGS BANCORP, INC.



/s/ Walter Celuch                          By:/s/ John A. Celentano, Jr.
------------------------------------          ----------------------------------
Corporate Secretary                           For the Entire Board of Directors



                  [SEAL]


WITNESS:                                   EXECUTIVE



/s/ Walter Celuch                          /s/ Bart D. Ambra
------------------------------------       -------------------------------------
Corporate Secretary                        Bart D'Ambra




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