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                          CLIFTON SAVINGS BANK, S.L.A.
                           DIRECTORS' RETIREMENT PLAN
                     (AS AMENDED AND RESTATED JUNE 11, 2003)


     SECTION 1. PURPOSES. The purposes of the Clifton Savings Bank, S.L.A.
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.


     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, S.L.A.

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     (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 any of the following, with respect to the
Bank:

          (i)    There occurs a "change in control" of the Bank, as defined or
determined either by the Bank's primary regulator or under regulations
promulgated by such regulator.


          (ii)   As a result of, or in connection with, any 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.


     A Change in Control shall not occur solely as a result of a conversion of
the Bank from the mutual to the stock form or organization ("Conversion").
Following a Conversion, "Change in Control" shall mean any of the following,
with respect to the holding company ("Company") formed in connection with such
Conversion:

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          (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 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 of the Company's
Board of Directors; provided, however, that each director who is first elected
by the Company's Board of Directors (or first nominated for election by the
stockholders) 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.


          (viii) The Company sells to a third party all or substantially all of
its assets.


     (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.


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

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     (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.


     (k)  "Disability" means an illness that renders a Director unable to
perform his or her duties as a member of the Board of Directors, as determined
by the Board of Directors based on the written certification of a physician
selected by the Board of Directors.


     (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.


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


     (o)  "Plan" means this Clifton Savings Bank, S.L.A. 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)  "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

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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.


     (r)  "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
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 retires from active
service on the Board of Directors and agrees to serve as a Director Emeritus
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(a) 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

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Retainer (as defined in Section 2(a) 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 alway be 100% vested in the Death Benefits provided for
under Section 5 of the Plan. Amounts payable under Sections 5(b) and 5(c) 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(a) 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


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Vested Participant shall always be 100% vested in the Disability Benefit
provided under this Section 6 of the Plan.

        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 the Annual Fees and Retainer (as defined in
Section 2(a) of the Plan) paid (or that would have been paid) to the Vested
Participantduring 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 under this Section 7 of the Plan.


     SECTION 8. FORM AND TIME OF PAYMENT. 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. However, at the election of a Participant or Beneficiary, benefits
shall be paid in the form of an Actuarial Equivalent lump sum payment. The
Participant shall be required to make the lump sum payment election at least
twelve (12) months prior to the date of commencement of monthly benefit payments
under the Plan or, in the case of a Beneficiary, such election shall be made no
later than thirty (30) days following the occurrence of the event which gives
rise to the right to receive a benefit under 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. 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.
Notwithstanding anything in this Section 8 to the contrary, the Board of
Directors, in its sole discretion, may authorize the payment of a benefit under
the Plan to a surviving spouse or other Beneficiary in the form of an Actuarial
Equivalent lump sum payment.

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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. 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).




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     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 USC Sec.1828(k) or 12 USC 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

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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.


























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