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================================================================================
                          CLIFTON SAVINGS BANK, S.L.A.
                               401(K) SAVINGS PLAN

                             IN RSI RETIREMENT TRUST

    (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999, INCLUDING PROVISIONS
     EFFECTIVE RETROACTIVE TO JANUARY 1, 1997, AND THROUGH JANUARY 1, 2001)
================================================================================

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                                      TABLE OF CONTENTS

TABLE OF CONTENTS  .........................................................................I

INTRODUCTION       .........................................................................1

ARTICLE I -- DEFINITIONS....................................................................3

ARTICLE II -- ELIGIBILITY AND PARTICIPATION................................................13
        2.1     Eligibility................................................................13
        2.2     Ineligible Employees.......................................................13
        2.3     Participation..............................................................13
        2.4     Termination of Participation...............................................14
        2.5     Eligibility upon Reemployment..............................................14

ARTICLE III -- CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS..............................15
        3.1     Before-Tax Contributions...................................................15
        3.2     Limitation on Before-Tax Contributions.....................................15
        3.3     Changes in Before-Tax Contributions........................................17
        3.4     Matching Contributions.....................................................18
        3.5     Special Contributions......................................................19
        3.6     Limitation on Matching Contributions.......................................19
        3.7     Aggregate Limit; Multiple Use of Alternative Limitation....................21
        3.8     Discretionary Employer Contributions.......................................22
        3.9     Interest on Excess Contributions...........................................22
        3.10    Payment of Contributions to the Trust and the Separate Agency..............23
        3.11    Rollover Contributions.....................................................24
        3.12    Section 415 Limits on Contributions........................................24

ARTICLE IV -- VESTING AND FORFEITURES......................................................29
        4.1     Vesting....................................................................29
        4.2     Forfeitures................................................................29
        4.3     Vesting upon Reemployment..................................................29

ARTICLE V -- TRUST FUND, INVESTMENT ACCOUNTS AND VOTING
             RIGHTS........................................................................30
        5.1     Trust Fund and Separate Assets.............................................30
        5.2     Interim Investments........................................................30
        5.3     Account Values.............................................................31
        5.4     Separate Assets............................................................31

ARTICLE VI -- INVESTMENT DIRECTIONS, CHANGES OF INVESTMENT DIRECTIONS  AND
              TRANSFERS BETWEEN INVESTMENT ACCOUNTS........................................32
        6.1     Investment Directions......................................................32
        6.2     Change of Investment Directions............................................32
        6.3     Transfers Between Investment Accounts......................................32
        6.4     Employees Other than Participants..........................................32

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                                             I                    CLIFTON SAVINGS BANK, S.L.A
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ARTICLE VII -- PAYMENT OF BENEFITS.........................................................34
        7.1     General....................................................................34
        7.2     Non-Hardship Withdrawals...................................................34
        7.3     Hardship Distributions.....................................................35
        7.4     Distribution of Benefits Following Retirement Or Termination of Service....38
        7.5     Payments upon Retirement or Disability.....................................38
        7.6     Payments upon Termination of Service for Reasons Other Than
                Retirement or Disability...................................................40
        7.7     Payments Upon Death........................................................41
        7.8     Direct Rollover of Eligible Rollover Distributions.........................43
        7.9     Commencement of Benefits...................................................43

ARTICLE VIII -- ADMINISTRATION.............................................................46
        8.1     General Administration of the Plan.........................................46
        8.2     Designation of Named Fiduciaries...........................................46
        8.3     Responsibilities of Fiduciaries............................................46
        8.4     Plan Administrator.........................................................47
        8.5     Committee..................................................................47
        8.6     Powers and Duties of the Committee.........................................48
        8.7     Certification of Information...............................................49
        8.8     Authorization of Benefit Payments..........................................50
        8.9     Payment of Benefits to Legal Custodian.....................................50
        8.10    Service in More Than One Fiduciary Capacity................................50
        8.11    Payment of Expenses........................................................50
        8.12    Administration of Separate Assets..........................................50

ARTICLE IX -- BENEFIT CLAIMS PROCEDURE.....................................................52
        9.1     Definition.................................................................52
        9.2     Claims.....................................................................52
        9.3     Disposition of Claim.......................................................52
        9.4     Denial of Claim............................................................52
        9.5     Inaction by Plan Administrator.............................................53
        9.6     Right to Full and Fair Review..............................................53
        9.7     Time of Review.............................................................53
        9.8     Final Decision.............................................................53

ARTICLE X -- AMENDMENT, TERMINATION, AND WITHDRAWAL........................................54
        10.1    Amendment and Termination..................................................54
        10.2    Withdrawal from the Trust Fund.............................................54

ARTICLE XI -- TOP-HEAVY PLAN PROVISIONS....................................................55
        11.1    Introduction...............................................................55
        11.2    Definitions................................................................55
        11.3    Minimum Contributions......................................................59
        11.4    Impact on Section 415 Maximum Benefits.....................................61
        11.5    Vesting....................................................................61

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                                            II                    CLIFTON SAVINGS BANK, S.L.A
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ARTICLE XII -- MISCELLANEOUS PROVISIONS....................................................62
        12.1    No Right to Continued Employment...........................................62
        12.2    Merger, Consolidation, or Transfer.........................................62
        12.3    Nonalienation of Benefits..................................................62
        12.4    Missing Payee..............................................................62
        12.5    Affiliated Employers.......................................................63
        12.6    Successor Employer.........................................................63
        12.7    Return of Employer Contributions...........................................63
        12.8    Adoption of Plan by Affiliated Employer....................................63
        12.9    Construction of Language...................................................64
        12.10   Headings...................................................................64
        12.11   Governing Law..............................................................64




















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                                           III                    CLIFTON SAVINGS BANK, S.L.A
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                                                                    INTRODUCTION
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                                  INTRODUCTION

Effective as of January 1, 1985, Clifton Savings Bank, S.L.A., ("Employer")
adopted the Clifton Savings Bank, S.L.A. Employees' Cash or Deferred Profit
Sharing Plan ("Prior Plan").

Effective as of January 1, 1999, the Employer adopted resolutions wherein RSI
Retirement Trust was named successor trustee and the RSI Retirement Trust
Agreement and Declaration of Trust ("Agreement") was adopted.

Effective as of January 1, 1999, the Prior Plan was amended and restated in its
entirety. The amended and restated plan shall be known as Clifton Savings Bank,
S.L.A. 401(k) Savings Plan in RSI Retirement Trust ("Plan"), shall contain the
terms and conditions set forth herein, and shall in all respects be subject to
the provisions of the Agreement which are incorporated herein and made a part
hereof.

The Plan as amended and restated hereunder incorporates a cash or deferred
arrangement under Section 401(k) of the Internal Revenue Code of 1986, as
amended ("Code").

The Plan shall constitute a profit-sharing plan within the meaning of Section
401(a) of the Code, without regard to current or accumulated profits of the
Employer, as provided in Section 401(a)(27) of the Code.

The Plan as amended and restated hereunder is generally effective January 1,
1999, the Restatement Date. However, certain provisions are effective on the
earlier dates indicated within the Plan. These earlier, retroactive, provisions
comply with all Internal Revenue Service legislation and regulations issued to
date addressing tax-qualified plans, including the Uniformed Services Employment
and Reemployment Rights Act of 1994, the Uruguay Round Agreements Act, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and the
Restructuring and Reform Act of 1998 (commonly referred to as GUST II).

Subject to any amendments that may subsequently be adopted by the Employer prior
to his Termination of Service, the provisions set forth in this Plan shall apply
to an Employee who is in the employment of the Employer on or after January 1,
1999. Except to the extent specifically required to the contrary under the terms
of this Plan, for terminations of employment prior to January 1, 1999, the
rights and benefits of a former participant shall be determined in accordance
with the provisions of the Plan or Prior Plan as in effect on the date of the
former participant's termination of employment.

The Employer has herein restated the Plan with the intention that (a) the Plan
shall at all times be qualified under Section 401(a) of the Code, (b) the
Agreement and the Separate Agreement shall be tax-exempt under Section 501(a) of
the Code, (c) Employer contributions under the Plan shall be tax deductible
under Section 404 of the Code and (d) the Plan shall be a Plan of Partial
Participation as defined under the Agreement. The provisions of the Plan, the
Agreement and the Separate Agreement shall be construed to effectuate such
intentions. In conjunction with such resolutions, the Employer adopted a
Separate Agreement to provide for the investment in the


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                                       1            CLIFTON SAVINGS BANK, S.L.A.
<PAGE>

                                                                    INTRODUCTION
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Clifton Savings CD Fund and designated a Separate Agency to act as trustee of
such Separate Assets.




























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                                       2            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

                                  ARTICLE I --
                                   DEFINITIONS

The following words and phrases shall have the meanings hereinafter ascribed to
them. Those words and phrases which have limited application are defined in the
respective Articles in which such terms appear.

1.1   ACCOUNTS means the Before-Tax Contribution Account (including Special
      Contributions, if any), Matching Contribution Account, Discretionary
      Employer Contribution Account and Rollover Contribution Account
      established under the Plan on behalf of an Employee.

1.2   ACTUAL CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage)
      of the Matching Contributions under the Plan which are made on behalf of
      an Eligible Employee for the Plan Year to such Eligible Employee's
      compensation (as defined under Section 414(s) of the Code) for the Plan
      Year. An Eligible Employee's compensation hereunder shall include
      compensation receivable from the Employer for that portion of the Plan
      Year during which the Employee is an Eligible Employee, up to a maximum of
      one hundred sixty thousand dollars ($160,000) for the 1997, 1998 and 1999
      Plan Years and one hundred seventy thousand dollars ($170,000) for the
      2000 and 2001 Plan Years, adjusted in multiples of ten thousand dollars
      ($10,000) for increases in the cost-of-living, as prescribed by the
      Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.3   ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of
      the sum of Before-Tax Contributions, and those Qualified Nonelective
      Contributions taken into account under the Plan for the purpose of
      determining the Actual Deferral Percentage, which are made on behalf of an
      Eligible Employee for the Plan Year to such Eligible Employee's
      compensation (as defined under Section 414(s) of the Code) for the Plan
      Year. An Eligible Employee's compensation hereunder shall include
      compensation receivable from the Employer for that portion of the Plan
      Year during which the Employee is an Eligible Employee, up to a maximum of
      one hundred sixty thousand dollars ($160,000) for the 1997, 1998 and 1999
      Plan Years and one hundred seventy thousand dollars ($170,000) for the
      2000 and 2001 Plan Years, adjusted in multiples of ten thousand dollars
      ($10,000) for increases in the cost-of-living, as prescribed by the
      Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.4   AFFILIATED EMPLOYER means a member of an affiliated service group (as
      defined under Section 414(m) of the Code), a controlled group of
      corporations (as defined under Section 414(b) of the Code), a group of
      trades or businesses under common control (as defined under Section 414(c)
      of the Code) of which the Employer is a member, any leasing organization
      (as defined under Section 414(n) of the Code) providing the services of
      Leased Employees to the Employer, or any other group provided for under
      any and all Income Tax Regulations promulgated by the Secretary of the
      Treasury under Section 414(o) of the Code.

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                                       3            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.5   AFFILIATED SERVICE means employment with an employer during the period
      that such employer is an Affiliated Employer.

1.6   AGREEMENT means the RSI Retirement Trust Agreement and Declaration of
      Trust as amended and restated August 1, 1990, as amended from time to
      time. The Agreement shall be incorporated herein and constitute a part of
      the Plan.

1.7   AVERAGE ACTUAL CONTRIBUTION PERCENTAGE means the average of the Actual
      Contribution Percentages of (a) the group comprised of Eligible Employees
      who are Highly Compensated Employees or (b) the group comprised of
      Eligible Employees who are Non-Highly Compensated Employees, whichever is
      applicable.

1.8   AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average of the Actual
      Deferral Percentages of (a) the group comprised of Eligible Employees who
      are Highly Compensated Employees or (b) the group comprised of Eligible
      Employees who are Non-Highly Compensated Employees, whichever is
      applicable.

1.9   BEFORE-TAX CONTRIBUTION ACCOUNT means the separate, individual account
      established on behalf of a Participant to which Before-Tax Contributions,
      Special Contributions if any, and "elective deferrals" under the Prior
      Plan, if any, made on his behalf are credited, together with all earnings
      and appreciation thereon, and against which are charged any withdrawals,
      and other distributions made from such account and any losses,
      depreciation or expenses allocable to amounts credited to such account.

1.10  BEFORE-TAX CONTRIBUTIONS means the contributions of the Employer made in
      accordance with the Compensation Reduction Agreements of Participants
      pursuant to Section 3.1.

1.11  BENEFICIARY means any person who is receiving or is eligible to receive a
      benefit under Section 7.7 of the Plan upon the death of an Employee or
      former Employee.

1.12  BOARD means the board of trustees, directors or other governing body of
      the Sponsoring Employer.

1.13  CLIFTON SAVINGS CD FUND means the Investment Account comprised of savings
      accounts, certificates of deposit and time or other interest bearing
      deposits which are obligations of Clifton Savings Bank, S.L.A.

1.14  CODE means the Internal Revenue Code of 1986, as amended from time to
      time.

1.15  COMMITTEE means the person or persons appointed by the Employer in
      accordance with Section 8.2(c).

1.16  COMPENSATION means an Employee's wages, salary, fees and other amounts
      defined as compensation in Section 415(c)(3) of the Code and Income Tax
      Regulations Sections 1.415-2(d)(2) and (3), received for personal services
      actually rendered in the course of employment with the Employer for the
      calendar year, prior to any reduction pursuant to a Compensation Reduction
      Agreement. Compensation shall include commissions,

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                                       4            CLIFTON SAVINGS BANK, S.L.A.

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                                                                    ARTICLE I --
                                                                    DEFINITIONS
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      overtime, bonuses, wage continuation payments to an Employee absent due to
      illness or disability of a short-term nature, the amount of any Employer
      contributions under a flexible benefits program maintained by the Employer
      under Section 125 of the Code pursuant to a salary reduction agreement
      entered into by the Participant under Section 125 of the Code, amounts
      paid or reimbursed by the Employer for Employee moving expenses (to the
      extent not deductible by the Employee), and the value of any nonqualified
      stock option granted to an Employee by the Employer (to the extent
      includable in gross income for the year granted).

      Compensation does not include contributions made by the Employer to any
      other pension, deferred compensation, welfare or other employee benefit
      plan, amounts realized from the exercise of a nonqualified stock option or
      the sale of a qualified stock option, and other amounts which receive
      special tax benefits.

      Compensation shall not exceed one hundred sixty thousand dollars
      ($160,000) for the 1997, 1998 and 1999 Plan Years and one hundred seventy
      thousand dollars ($170,000) for the 2000 and 2001 Plan Years, adjusted in
      multiples of ten thousand dollars ($10,000) for increases in the
      cost-of-living, as prescribed by the Secretary of the Treasury under
      Section 401(a)(17)(B) of the Code. For purposes of this Section 1.16, if
      the Plan Year in which a Participant's Compensation is being made is less
      than twelve (12) calendar months, the amount of Compensation taken into
      account for such Plan Year shall be the adjusted amount, as prescribed by
      the Secretary of the Treasury under Section 401(a)(17) of the Code, for
      such Plan Year multiplied by a fraction, the numerator of which is the
      number of months taken into account for such Plan Year and the denominator
      of which is twelve (12). In determining the dollar limitation hereunder,
      compensation received from any Affiliated Employer shall be recognized as
      Compensation.

1.17  COMPENSATION REDUCTION AGREEMENT means an agreement between the Employer
      and an Eligible Employee whereby the Eligible Employee agrees to reduce
      his Compensation during the applicable payroll period by an amount equal
      to any whole percentage thereof, to the extent provided in Section 3.1,
      and the Employer agrees to contribute to the Trust, on behalf of such
      Eligible Employee, an amount equal to the specified reduction in
      Compensation.

1.18  DISABILITY means a physical or mental condition, determined after review
      of those medical reports deemed satisfactory for this purpose, which
      renders the Participant totally and permanently incapable of engaging in
      any substantial gainful employment based on his education, training and
      experience.

1.19  DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT means the separate, individual
      account established on behalf of an Eligible Employee to which
      Discretionary Employer Contributions, if any, are credited, including
      "discretionary Employer contributions" made under the Prior Plan, together
      with all earnings and appreciation thereon, and against which are charged
      any withdrawals, and other distributions made from such account, as well
      as any losses, depreciation, or expenses allocable to amounts credited to
      such account.

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                                       5            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>
                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.20  DISCRETIONARY EMPLOYER CONTRIBUTIONS means the amounts, if any,
      contributed by the Employer on behalf of an Eligible Employee, pursuant to
      Section 3.8.

1.21  EFFECTIVE DATE means January 1, 1985.

1.22  ELIGIBILITY COMPUTATION PERIOD means a twelve (12) consecutive month
      period commencing on an Employee's Employment Commencement Date and each
      anniversary thereafter.

1.23  ELIGIBLE EMPLOYEE means an Employee who is eligible to participate in the
      Plan pursuant to the provisions of Article II.

1.24  EMPLOYEE means any person employed by the Employer.

1.25  EMPLOYER means Clifton Savings Bank, S.L.A. and any Participating
      Affiliate or any successor organization which shall continue to maintain
      the Plan set forth herein.

1.26  EMPLOYER RESOLUTIONS means resolutions adopted by the Board.

1.27  EMPLOYMENT COMMENCEMENT DATE means the date on which an Employee first
      performs an Hour of Service for the Employer upon initial employment or,
      if applicable, upon reemployment.

1.28  ERISA means the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

1.29  FORFEITURES means any amounts forfeited pursuant to Section 4.2.

1.30  HARDSHIP means the condition described in Section 7.3.

1.31  HIGHLY COMPENSATED EMPLOYEE means, with respect to a Plan Year commencing
      January 1, 1997, an Employee or an employee of an Affiliated Employer who
      is such an Employee or employee during the Plan Year for which a
      determination is being made and who:

      (a) during the Plan Year immediately preceding the Plan Year for which a
          determination is being made received compensation as defined under
          Section 414(q)(4) of the Code ("Section 414(q) Compensation") from the
          Employer, in excess of eighty thousand dollars ($80,000) and effective
          for the 2000 Plan Year, eighty five thousand dollars ($85,000),
          adjusted as prescribed by the Secretary of the Treasury under Section
          415(d) of the Code, or

      (b) at any time during the Plan Year for which a determination is being
          made or at any time during the Plan Year immediately preceding the
          Plan Year for which a determination is being made, was a five-percent
          owner as described under Section 414(q)(2) of the Code.

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                                       6            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

      For purposes of subsection (a)(i) above, Section 414(q) Compensation shall
      include (A) any elective deferral (as defined in Section 402(g)(3) of the
      Code, and (B) any amount which is contributed or deferred by the Employer
      at the election of the Employee and which is not includible in the gross
      income of the Employee by reason of Section 125 or 457 of the Code.

      Highly Compensated Employee also means a former Employee who (A) incurred
      a Termination of Service prior to the Plan Year of the determination, (B)
      is not credited with an Hour of Service during the Plan Year of the
      determination and (C) satisfied the requirements of subsection (a) or (b)
      during either the Plan Year of his Termination of Service or any Plan Year
      ending coincident with or subsequent to the Employee's attainment of age
      fifty-five (55).

1.32  HOUR OF SERVICE means the following:

      (a) each hour for which an Employee is directly or indirectly paid or
          entitled to payment, by the Employer for the performance of duties.
          These hours shall be credited to the Employee for the computation
          period or periods in which the duties are performed; and

      (b) each hour, for which an Employee is directly or indirectly paid or
          entitled to payment by the Employer for reasons (such as but not
          limited to vacation, sickness, jury duty, military duty or disability)
          other than for the performance of duties (irrespective of whether the
          employment relationship has terminated). These hours shall be credited
          to the Employee for the computation period or periods in which the
          nonperformance of duties occur; and

      (c) each hour for which back pay, irrespective of mitigation of damage,
          has been either awarded or agreed to by the Employer. These hours
          shall be credited to the Employee for the computation period or
          periods to which the award or agreement pertains rather than the
          computation period in which the award, agreement, or payment was made.
          These same Hours of Service shall not be credited under both
          subsection (a) or subsection (b), and under this of this Section (c).

      (d) Hours of Service shall be computed and credited in accordance with
          Section 2530.200b-2 of the Department of Labor Regulations which are
          incorporated herein by reference.

      (e) Hours of Service shall include Affiliated Service.

      Hours of Service for whom records are not maintained shall be determined
      on the assumption that each Employee has completed forty-five (45) Hours
      of Service per week for each week in which he would be required to be
      credited with at least one (1) Hour of Service.

1.33  INVESTMENT ACCOUNTS means any and all of the investment accounts
      established by Board resolution and presented to the Trustees, for the
      purpose of investing contributions made to the Plan Funds in accordance
      with the provisions of the Agreement or Separate

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                                       7            CLIFTON SAVINGS BANK, S.L.A.

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                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

      Agreement, as applicable. The securities and other property in which
      contributions to the Investment Accounts of the Plan Funds may be invested
      shall be specified in the Agreement or the Separate Agreement, and the
      rights of the Trustees or Separate Agency shall be established in
      accordance with the provisions of such Agreement and Separate Agreement,
      respectively.

1.34  LEASED EMPLOYEE means with respect to a Plan Year commencing January 1,
      1997, any individual (other than an Employee of the Employer or an
      employee of an Affiliated Employer) who, pursuant to an agreement between
      the Employer or any Affiliated Employer and any other person ("leasing
      organization"), has performed services for the Employer or any Affiliated
      Employer on a substantially full-time basis for a period of at least one
      (1) year, and such services are performed under the primary direction of
      and control by the Employer or any Affiliated Employer. A determination as
      to whether a Leased Employee shall be treated as an Employee of the
      Employer or an Affiliated Employer shall be made as follows: a Leased
      Employee shall not be considered an Employee of the Employer if: (a) such
      employee is a participant in a money purchase pension plan providing (i) a
      nonintegrated Employer contribution rate of at least ten percent (10%) of
      compensation, as defined in Section 415(c)(3) of the Code, however,
      including amounts contributed pursuant to a compensation reduction
      agreement which are excludable from the employee's gross income under
      Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of
      the Code; (ii) immediate plan participation; and (iii) full and immediate
      vesting; and (b) Leased Employees do not constitute more than twenty
      percent (20%) of the Employer's Non-Highly Compensated Employees.

1.35  MATCHING CONTRIBUTION ACCOUNT means the separate, individual account
      established on behalf of a Participant to which the Matching Contributions
      and the "matching contributions" under the Prior Plan, if any, made on
      such Participant's behalf are credited, together with all earnings and
      appreciation thereon, and against which are charged any withdrawals, and
      other distributions made from such account and any losses, depreciation or
      expenses allocable to amounts credited to such account.

1.36  MATCHING CONTRIBUTIONS means the contributions made by the Employer
      pursuant to Section 3.4.

1.37  NAMED FIDUCIARIES means the Trustees, the Committee, the Separate Agency
      and such other parties who are designated by the Sponsoring Employer to
      control and manage the operation and administration of the Plan.

1.38  NET VALUE means the value of an Employee's Accounts as determined as of
      the Valuation Date coincident with or next following the event requiring
      such determination.

1.39  NON-HIGHLY COMPENSATED EMPLOYEE means, with respect to a Plan Year, an
      Employee who is not a Highly Compensated Employee.

1.40  NORMAL RETIREMENT AGE means the date an Employee attains age sixty-five
      (65).

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                                       8            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.41  NORMAL RETIREMENT DATE means the first day of the month coincident with or
      next following the Participant's Normal Retirement Age.

1.42  ONE YEAR BREAK IN SERVICE means, for purposes of determining a
      Participant's service pursuant to Article II, an Eligibility Computation
      Period during which the Employee did not complete more than five hundred
      (500) Hours of Service.

      For purposes of determining if an Employee incurred a One Year Break in
      Service, if an Employee is absent from employment for maternity or
      paternity reasons, such Employee shall receive credit for the Hours of
      Service which would otherwise have been credited to such Employee but for
      such absence but in no event shall more than five hundred (500) Hours of
      Service be credited during a computation period. Such credit shall be
      applied to the computation period during which such absence from
      employment first occurs, if such credit will prevent a One Year Break in
      Service, otherwise, such credit shall be applied to the immediately
      following computation period. An absence from employment for maternity or
      paternity reasons means an absence (a) by reason of pregnancy of the
      Employee, or (b) by reason of a birth of a child of the Employee, or (c)
      by reason of the placement of a child with the Employee in connection with
      the adoption of such child by such Employee, or (d) for purposes of caring
      for such child for a period beginning immediately following such birth or
      placement.

1.43  PARTICIPANT means an Eligible Employee who participates in accordance with
      the provisions of Section 2.3, and whose participation in the Plan has not
      been terminated in accordance with the provisions of Section 2.4.

1.44  PARTICIPATING AFFILIATE means any corporation that is a member of a
      controlled group of corporations (within the meaning of Section 414(b) of
      the Code) of which the Sponsoring Employer is a member and any
      unincorporated trade or business that is a member of a group of trades or
      businesses under common control (within the meaning of Section 414(c) of
      the Code) of which the Sponsoring Employer is a member, which, with the
      prior approval of the Sponsoring Employer and subject to such terms and
      conditions as may be imposed by such Sponsoring Employer and the Trustees,
      shall adopt this Plan in accordance with the provisions of Section 12.8
      and the Agreement. Such entity shall continue to be a Participating
      Affiliate until such entity terminates its participation in the Plan in
      accordance with Section 12.8.

1.45  PLAN means the Clifton Savings Bank, S.L.A. 401(k) Savings Plan in RSI
      Retirement Trust, as herein restated and as it may be amended from time to
      time. The Plan shall be a Plan of Partial Participation as defined under
      the Agreement.

1.46  PLAN ADMINISTRATOR means the person or persons who have been designated as
      such by the Employer in accordance with the provisions of Section 8.4.

1.47  PLAN FUNDS means the assets of the Plan held in the Trust Fund and
      Separate Assets held under any Separate Agreement.

1.48  PLAN YEAR means the calendar year.

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                                       9            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.49  POSTPONED RETIREMENT DATE means the first day of the month coincident with
      or next following a Participant's date of actual retirement which occurs
      after his Normal Retirement Date.

1.50  PRIOR PLAN means the Clifton Savings Bank, S.L.A. Employees Cash or
      Deferred Profit Sharing Plan as in effect on the date immediately
      preceding the Restatement Date.

1.51  QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions, other than
      Matching Contributions and Discretionary Employer Contributions, made by
      the Employer, which (a) Participants may not elect to receive in cash in
      lieu of their being contributed to the Plan; (b) are one hundred percent
      (100%) nonforfeitable when made; and (c) are not distributable under the
      terms of the Plan to Participants or their Beneficiaries until the
      earliest of:

      (i)   the Participant's death, Disability or separation from service for
            other reasons;

      (ii)  the Participant's attainment of age fifty-nine and one-half
            (59-1/2); or

      (iii) termination of the Plan.

      Special Contributions defined under Section 1.59 are Qualified Nonelective
      Contributions.

1.52  RESTATEMENT DATE means January 1, 1999.

1.53  RETIREMENT DATE means the Participant's Normal Retirement Date or
      Postponed Retirement Date, whichever is applicable.

1.54  ROLLOVER CONTRIBUTION means (a) a contribution to the Plan of money
      received by an Employee from a qualified plan or (b) a contribution to the
      Plan of money transferred directly from another qualified plan on behalf
      of the Employee, which the Code permits to be rolled over into the Plan.

1.55  ROLLOVER CONTRIBUTION ACCOUNT means the separate, individual account
      established on behalf of an Employee to which his Rollover Contributions
      are credited together with all earnings and appreciation thereon, and
      against which are charged any withdrawals and other distributions made
      from such account and any losses, depreciation or expenses allocable to
      amounts credited to such account.

1.56  SEPARATE AGENCY means a trustee or trustees holding Plan Funds, that
      maintains a Separate Agreement.

1.57  SEPARATE AGREEMENT means the trust agreement between the Employer and a
      trustee or trustees governing the investment and administration of any
      Separate Assets. Such Separate Agreement shall be incorporated herein and
      constitute a part of the Plan.

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                                      10            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.58  SEPARATE ASSETS means assets of the Plan as described in Article V which
      are held other than under the Trust.

1.59  SPECIAL CONTRIBUTIONS means the contributions made by the Employer
      pursuant to Section 3.5. Special Contributions are Qualified Nonelective
      Contributions as defined under Section 1.51.

1.60  SPONSORING EMPLOYER means Clifton Savings Bank, S.L.A., or any successor
      organization which shall continue to maintain the Plan set forth herein.

1.61  SPOUSE means a person to whom the Employee was legally married and which
      marriage had not been dissolved by formal divorce proceedings that had
      been completed prior to the date on which payments to the Employee are
      scheduled to commence.

1.62  TERMINATION OF SERVICE means the earlier of the date on which an
      Employee's service is terminated by reason of his resignation, retirement,
      discharge, death or Disability.

      Service in the Armed Forces of the United States of America shall not
      constitute a Termination of Service but shall be considered to be a period
      of employment by the Employer provided that (i) such military service is
      caused by war or other emergency or the Employee is required to serve
      under the laws of conscription in time of peace, (ii) the Employee returns
      to employment with the Employer within six (6) months following discharge
      from such military service and (iii) such Employee is reemployed by the
      Employer at a time when the Employee had a right to reemployment at his
      former position or substantially similar position upon separation from
      such military duty in accordance with seniority rights as protected under
      the laws of the United States of America. Notwithstanding any provision of
      the Plan to the contrary, effective December 12, 1994, contributions,
      benefits and calculation of Years of Eligibility Service with respect to
      qualified military service will be provided in accordance with Section
      414(u) of the Code.

      A leave of absence granted to an Employee by the Employer shall not
      constitute a Termination of Service provided that the Participant returns
      to the active service of the Employer at the expiration of any such period
      for which leave has been granted.

1.63  TRUST means the trust established or maintained under the Agreement with
      respect to the Plan.

1.64  TRUST FUND means the assets held in accordance with the Agreement.

1.65  TRUSTEES means the Trustees of the RSI Retirement Trust.

1.66  UNITS means the units of measure of an Employee's proportionate undivided
      beneficial interest in one or more of the Investment Accounts, valued as
      of the close of business.

1.67  VALUATION DATE means each business day.

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                                      11            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE I --
                                                                    DEFINITIONS
--------------------------------------------------------------------------------

1.68  YEAR OF ELIGIBILITY SERVICE shall mean an Eligibility Computation Period
      during which the Employee completes at least one thousand (1,000) Hours of
      Service.


























--------------------------------------------------------------------------------
                                      12            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE II --
                                                   ELIGIBILITY AND PARTICIPATION
--------------------------------------------------------------------------------

                                  ARTICLE II --
                          ELIGIBILITY AND PARTICIPATION

2.1  ELIGIBILITY

     (a)  Every Employee who was a Participant in the Prior Plan immediately
          prior to the Restatement Date shall continue to be a Participant on
          the Restatement Date.

     (b)  Every other Employee who is not excluded under the provisions of
          Section 2.2, shall become an Eligible Employee upon satisfying each of
          the following conditions:

          (i)  completion of one (1) Year of Eligibility Service; and

          (ii) attainment of age eighteen (18).

     (c)  For purposes of determining (i) if an Employee completed a Year of
          Eligibility Service and (ii) Years of Eligibility Service pursuant to
          Section 2.5, employment with an Affiliated Employer shall be deemed
          employment with the Employer.

     (d)  An Employee who otherwise satisfies the requirements of this Section
          2.1 and who is no longer excluded under the provisions of Section 2.2
          shall immediately become an Eligible Employee.

2.2  INELIGIBLE EMPLOYEES

     The following classes of Employees are ineligible to participate in the
Plan:

     (a)  Leased Employees;

     (b)  Employees in a unit of Employees covered by a collective bargaining
          agreement with the Employer pursuant to which employee benefits were
          the subject of good faith bargaining and which agreement does not
          expressly provide that Employees of such unit be covered under the
          Plan.

2.3  PARTICIPATION

     An Eligible Employee shall participate as of any January 1st or July 1st
     coinciding with or next following satisfaction of the eligibility
     requirements set forth in Section 2.1, and either: (a) an election for
     Before-Tax Contributions in accordance with Section 3.1 or (b) eligibility
     for Special Contributions in accordance with Section 3.5 or (c) eligibility
     for Discretionary Employer Contributions in accordance with Section 3.8.
     Commencing March 15, 2000, an Eligible Employee shall participate as of the
     first day of the month following satisfaction of the eligibility
     requirements set forth in Section 2.1, and either:

--------------------------------------------------------------------------------
                                      13            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE II --
                                                   ELIGIBILITY AND PARTICIPATION
--------------------------------------------------------------------------------

     (i) an election for Before-Tax Contributions in accordance with Section 3.1
     or (ii) eligibility for Special Contributions in accordance with Section
     3.5 or (iii) eligibility for Discretionary Employer Contributions in
     accordance with Section 3.8.

     An election for Before-Tax Contributions shall be evidenced by completing
     and filing the form prescribed by the Committee not less than ten (10) days
     prior to the date participation is to commence. Such form shall include,
     but not be limited to, a Compensation Reduction Agreement, a designation of
     Beneficiary, and an investment direction as described in Section 6.1. By
     completing and filing such form, the Eligible Employee authorizes the
     Employer to make the applicable payroll deductions from Compensation,
     commencing on the first applicable payday coincident with or next following
     the effective date of the Eligible Employee's election to participate. In
     the case of Special Contributions or Discretionary Employer Contributions,
     a Participant shall complete a form prescribed by the Committee,
     designating a Beneficiary and an investment direction as described in
     Section 6.1.

2.4  TERMINATION OF PARTICIPATION

     Participation in the Plan shall terminate on the earlier of the date a
     Participant dies or the entire vested interest in the Net Value of such
     Participant's Accounts has been distributed.

2.5  ELIGIBILITY UPON REEMPLOYMENT

     If an Employee incurs a One Year Break in Service prior to satisfying the
     eligibility requirements of Section 2.1, service prior to such One Year
     Break in Service shall be disregarded and such Employee must satisfy the
     eligibility requirements of Section 2.1 as a new Employee.

     If an Employee incurs a One Year Break in Service after satisfying the
     eligibility requirements of Section 2.1 and again performs an Hour of
     Service, the Employee shall receive credit for Years of Eligibility Service
     prior to his One Year Break in Service and shall be eligible to participate
     in the Plan immediately upon reemployment, provided such Employee is not
     excluded from participating under the provisions of Section 2.2.



--------------------------------------------------------------------------------
                                      14            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

                                 ARTICLE III --
                 CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS

3.1  BEFORE-TAX CONTRIBUTIONS

     The Employer shall make Before-Tax Contributions for each payroll period in
     an amount equal to the amount by which a Participant's Compensation has
     been reduced with respect to such period under his Compensation Reduction
     Agreement. Subject to the limitations set forth in Sections 3.2 and 3.12,
     the amount of reduction authorized by the Eligible Employee shall be
     limited to whole percentages of Compensation and shall not be less than one
     percent (1%) nor greater than ten percent (10%). The Before-Tax
     Contributions made on behalf of a Participant shall be credited to such
     Participant's Before-Tax Contribution Account and shall be invested in
     accordance with Article VI of the Plan.

3.2  LIMITATION ON BEFORE-TAX CONTRIBUTIONS

     (a)  Commencing January 1, 1997, the percentage of Before-Tax Contributions
          made on behalf of a Participant who is a Highly Compensated Employee
          shall be limited so that the Average Actual Deferral Percentage for
          the group of such Highly Compensated Employees for the Plan Year does
          not exceed the greater of:

          (i)  the Average Actual Deferral Percentage for the group of Eligible
               Employees who were Non-Highly Compensated Employees for the
               preceding Plan Year multiplied by 1.25; or

          (ii) the Average Actual Deferral Percentage for the group of Eligible
               Employees who were Non-Highly Compensated Employees for the
               preceding Plan Year, multiplied by two (2), provided, that the
               difference in the Average Actual Deferral Percentage for eligible
               Highly Compensated Employees and eligible Non-Highly Compensated
               Employees does not exceed two percent (2%). Use of this
               alternative limitation shall be subject to the provisions of
               Income Tax Regulations Section issued under Code Section
               401(m)(9) regarding the multiple use of the alternative
               limitation set forth in Sections 401(k) and 401(m) of the Code.

          The preceding Plan Year testing method can only be modified if the
          Plan meets the requirements for changing to current Plan Year testing
          as set forth in Internal Revenue Service Notice 98-1, or any successor
          future guidance issued by the Internal Revenue Service.

          The above subsections (i) and (ii) shall be subject to the
          distribution provisions of the last paragraph of Section 3.12(f).

          If the Average Actual Deferral Percentage for the group of eligible
          Highly Compensated Employees exceeds the limitations set forth in the
          preceding paragraph,

--------------------------------------------------------------------------------
                                      15            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

          the amount of excess Before-Tax Contributions for a Highly Compensated
          Employee shall be determined by "leveling" (as hereafter defined), the
          highest Before-Tax Contributions made by Highly Compensated Employees
          until the Average Actual Deferral Percentage test for the group of
          eligible Highly Compensated Employees complies with such limitations.
          For purposes of this paragraph, "leveling" means reducing the
          Before-Tax Contribution of the Highly Compensated Employee with the
          highest Before-Tax Contribution amount to the extent required to:

          (A)  enable the Average Actual Deferral Percentage limitations to be
               met, or

          (B)  cause such Highly Compensated Employee's Before-Tax Contribution
               amount to equal the dollar amount of the Before-Tax Contribution
               of the Highly Compensated Employee with the next highest
               Before-Tax Contribution amount by distribution of such excess
               Before-Tax Contributions, as described below, to the Highly
               Compensated Employee whose Before-Tax Contributions equal the
               highest dollar amount,

          and repeating such process until the Average Actual Deferral
          Percentage for the group of eligible Highly Compensated Employees
          complies with the Average Actual Deferral Percentage limitations.

          If Before-Tax Contributions made on behalf of a Participant during any
          Plan Year exceed the maximum amount applicable to a Participant as set
          forth above, any such contributions, including any earnings thereon as
          determined under Section 3.9, shall be characterized as Compensation
          payable to the Participant and shall be paid to the Participant from
          his Before-Tax Contribution Account no later than two and one-half
          (2-1/2) months after the close of such Plan Year.

          If Before-Tax Contributions during any Plan Year exceed the maximum
          amount applicable to a Participant as set forth above, any Matching
          Contributions, including any earnings thereon as determined under
          Section 3.9, that are attributable to Before-Tax Contributions which
          are returned to the Participant as provided hereunder, shall be
          treated as Forfeitures under Section 4.2.

          In the event that the Plan satisfies the requirements of Section
          401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or
          more other plans, or if one or more other plans satisfy the
          requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only
          if aggregated with the Plan, then this Section 3.2 shall be applied by
          determining the Actual Deferral Percentages of Eligible Employees as
          if all such plans were a single plan.

          If any Highly Compensated Employee is a Participant in two (2) or more
          cash or deferred arrangements of the Employer, for purposes of
          determining the Actual Deferral Percentage with respect to such Highly
          Compensated Employee, all cash or deferred arrangements shall be
          treated as one (1) cash or deferred arrangement.

--------------------------------------------------------------------------------
                                      16            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

     (b)  Before-Tax Contributions under this Plan, and elective deferrals (as
          defined under Section 402(g) of the Code) under all other plans,
          contracts or arrangements of the Employer made on behalf of any
          Participant during the 1997 Plan Year shall not exceed nine thousand
          five hundred dollars ($9,500). During the 1998 and 1999 Plan Years,
          such amount shall be increased to ten thousand dollars ($10,000).
          During the 2000 and 2001 Plan Years, such amount shall be increased to
          ten thousand five hundred dollars ($10,500). For Plan Years commencing
          after December 31, 2001, Before-Tax Contributions under this Plan and
          any elective deferrals (as defined under Section 402(g) of the Code)
          under all other plans, contracts or arrangements of the Employer may
          be further adjusted as prescribed by the Secretary of the Treasury
          under Section 415(d) of the Code. This Section 3.2(b) shall be subject
          to the distribution provisions of the last paragraph of Section
          3.12(f).

     (c)  If Before-Tax Contributions made on behalf of a Participant during any
          Plan Year exceed the dollar limitation set forth in subsection (b),
          such contributions, including any earnings thereon as determined under
          Section 3.9, shall be characterized as Compensation payable to the
          Participant and shall be paid to the Participant from his Before-Tax
          Contribution Account no later than April 15th of the calendar year
          following the close of such Plan Year.

          If Before-Tax Contributions during any Plan Year exceed the maximum
          dollar amount applicable to a Participant as set forth in subsection
          (b), any Matching Contributions, including any earnings thereon as
          determined under Section 3.9, that are attributable to Before-Tax
          Contributions which are returned to the Participant as provided
          hereunder, shall be treated as Forfeitures under Section 4.2.

     (d)  Subject to the requirements of Sections 401(a) and 401(k) of the Code,
          the maximum amounts under subsections (a) and (b) may differ in amount
          or percentage as between individual Participants or classes of
          Participants, and any Compensation Reduction Agreement may be
          terminated, amended, or suspended without the consent of any such
          Participant or Participants in order to comply with the provisions of
          such subsections (a) and (b).

3.3  CHANGES IN BEFORE-TAX CONTRIBUTIONS

     Unless (a) an election is made to the contrary, or (b) a Participant
     receives a Hardship distribution pursuant to Section 7.3(c)(iii), the
     percentage of Before-Tax Contributions made under Section 3.1 shall
     continue in effect so long as the Participant has a Compensation Reduction
     Agreement in force. A Participant may, by completing the applicable form,
     prospectively increase or decrease the rate of Before-Tax Contributions
     made on his behalf to any of the percentages authorized under Section 3.1
     or suspend Before-Tax Contributions without withdrawing from participation
     in the Plan. Such form must be filed at least ten (10) days prior to the
     first day of the payroll period with respect to which such change is to
     become effective. A Participant who has Before-Tax

--------------------------------------------------------------------------------
                                      17            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

     Contributions made on his behalf suspended may resume such contributions by
     completing and filing the applicable form. Not more often than once during
     any calendar quarter may an election be made which would prospectively
     increase, decrease, suspend or resume Before-Tax Contributions made on
     behalf of a Participant. A Participant may terminate his Before-Tax
     Contributions at any time.

     Notwithstanding the foregoing, a Participant who receives a Hardship
     distribution pursuant to Section 7.3(c)(iii) shall have his Compensation
     Reduction Agreement deemed null and void and all Before-Tax Contributions
     made on behalf of such Participant shall be suspended until the later to
     occur of: (i) twelve (12) months after receipt of the Hardship distribution
     and (ii) the first payroll period which occurs ten (10) days following the
     completion and filing of a Compensation Reduction Agreement authorizing the
     resumption of Before-Tax Contributions to be made on his behalf. Before-Tax
     Contributions following a Hardship distribution made pursuant to Section
     7.3(c)(iii) shall be subject to the following limitations:

     (A)  Before-Tax Contributions for the Participant's taxable year
          immediately following the taxable year of the Hardship distribution
          shall not exceed the applicable limit under Section 402(g) of the Code
          for such next taxable year less the amount of such Participant's
          Before-Tax Contributions for the taxable year of the Hardship
          distribution, and

     (B)  the percentage of Before-Tax Contributions for the twelve (12) month
          period following the mandatory twelve (12) month suspension period
          shall not exceed the percentage of Before-Tax Contributions made on
          behalf of the Participant as set forth in the last Compensation
          Reduction Agreement in effect prior to the Hardship distribution.

     Before-Tax Contributions based on Compensation for the period during which
     such contributions had been suspended or decreased may not be made up at a
     later date.

3.4  MATCHING CONTRIBUTIONS

     (a)  The Employer shall make contributions on behalf of each Participant in
          an amount equal to fifty percent (50%) of up to the first four and
          one-half percent (4.5%) of such Participant's Compensation.

     (b)  Matching Contributions shall be credited to the Participant's Matching
          Contribution Account and shall be invested in accordance with Article
          VI of the Plan.

     (c)  If a Participant terminates his Before-Tax Contributions, Matching
          Contributions attributable to such contributions will also cease. If
          Before-Tax Contributions are suspended, the Matching Contributions
          attributable to such contributions will be suspended for the same
          period. Subject to the limitations set forth in subsection (a), if
          Before-Tax Contributions are increased or decreased, Matching
          Contributions attributable to such contributions will be increased or
          decreased

--------------------------------------------------------------------------------
                                      18            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

          during the same period. Matching Contributions for the period during
          which Before-Tax Contributions had been suspended or decreased may not
          be made up at a later date.

     (d)  Matching Contributions may be reviewed and modified by the Employer's
          Board, from time to time.

3.5  SPECIAL CONTRIBUTIONS

     In addition to any other contributions, the Employer may, in its
     discretion, make Special Contributions for a Plan Year to the Before-Tax
     Contribution Account of any Eligible Employees. Such Special Contributions
     may be limited to the amount necessary to insure that the Plan complies
     with the requirements of Section 401(k) of the Code. The Special
     Contributions made on behalf of a Participant shall be invested in
     accordance with Article VI of the Plan.

     The Employer may provide that Special Contributions be made only on behalf
     of each Eligible Employee who is a Non-Highly Compensated Employee on the
     last day of the Plan Year. Such Special Contributions shall be allocated in
     proportion to each such Eligible Employee's Compensation for the Plan Year.

     Any other provision of the Plan to the contrary notwithstanding, no
     Matching Contributions shall be made with respect to any Special
     Contributions.

3.6  LIMITATION ON MATCHING CONTRIBUTIONS

     Commencing January 1, 1997, the Actual Contribution Percentage made on
     behalf of a Participant who is a Highly Compensated Employee shall be
     limited so that the Average Actual Contribution Percentage for the group of
     such Highly Compensated Employees for the Plan Year shall not exceed the
     greater of:

     (a)  the Average Actual Contribution Percentage for the group of Eligible
          Employees who were Non-Highly Compensated Employees for the preceding
          Plan Year multiplied by 1.25, or

     (b)  the Average Actual Contribution Percentage for the group of Eligible
          Employees who were Non-Highly Compensated Employees for the preceding
          Plan Year Plan Year, multiplied by two (2), provided, that the
          difference in the Average Actual Contribution Percentage for Highly
          Compensated Employees and Non-Highly Compensated Employees does not
          exceed two percent (2%). Use of this alternative limitation shall be
          subject to the provisions of Income Tax Regulations issued under Code
          Section 401(m)(9) regarding the multiple use of the alternative
          limitation set forth in Sections 401(k) and 401(m) of the Code.

     The preceding Plan Year testing method can only be modified if the Plan
     meets the requirements for changing to current Plan Year testing as set
     forth in Internal Revenue

--------------------------------------------------------------------------------
                                      19            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

     Service Notice 98-1, or any successor future guidance issued by the
     Internal Revenue Service.

     The above subsections (a) and (b) shall be subject to the distribution
     provisions of the last paragraph of Section 3.12(f).

     If the Average Actual Contribution Percentage for the group of eligible
     Highly Compensated Employees exceeds the limitations set forth in the
     preceding paragraph, the amount of excess Matching Contributions for a
     Highly Compensated Employee shall be determined by "leveling" (as hereafter
     defined,) the highest Matching Contributions until the Average Actual
     Contribution Percentage test for the group of eligible Highly Compensated
     Employees complies with such limitations. For purposes of this paragraph,
     "leveling" means reducing the Matching Contributions made on behalf of the
     Highly Compensated Employee with the highest Matching Contribution amount
     to the extent required to:

     (i)  enable the Average Actual Contribution Percentage limitations to be
          met, or

     (ii) cause such Highly Compensated Employee's Matching Contribution amount
          to equal the dollar amount of the Matching Contribution made on behalf
          of the Highly Compensated Employee with the next highest Matching
          Contribution amount

     and repeating such process until the Average Actual Contribution Percentage
     for the group of eligible Highly Compensated Employees complies with the
     Average Actual Contribution Percentage limitations.

     If Matching Contributions during any Plan Year exceed the maximum amount
     applicable to a Participant as set forth above, any such contributions,
     including any earnings thereon as determined under Section 3.9, shall,
     whether or not vested, be treated as Forfeitures under Section 4.2.

     In the event that the Plan satisfies the requirements of Section 401(m),
     401(a)(4) or 410(b) of the Code only if aggregated with one or more other
     plans, or if one or more other plans satisfy the requirements of Section
     401(m), 401(a)(4) or 410(b) of the Code only if aggregated with the Plan,
     then this Section 3.6 shall be applied by determining the Actual
     Contribution Percentages of Eligible Employees as if all such plans were a
     single plan.

     If any Highly Compensated Employee is a Participant in two (2) or more
     plans of the Employer, for purposes of determining the Actual Contribution
     Percentage with respect to such Highly Compensated Employee, all such plans
     shall be treated as one (1) plan.

--------------------------------------------------------------------------------
                                      20            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

3.7  AGGREGATE LIMIT; MULTIPLE USE OF ALTERNATIVE LIMITATION

     Commencing January 1, 1997, multiple use of the alternative limitation in
     determining the Average Actual Deferral Percentage and Average Actual
     Contribution Percentage shall not be permitted.

     Multiple use of the alternative limitation occurs if, for the group of
     Eligible Employees who are Highly Compensated Employees, the sum of the
     Average Actual Deferral Percentage and the Average Actual Contribution
     Percentage exceeds the Aggregate Limit.

     For purposes of this Section 3.7, Aggregate Limit shall mean the greater of
     (a) or (b), where (a) and (b) are as follows:

     (a)  the sum of:

          (i)  one hundred twenty-five percent (125%) of the greater of:

               (A)  the Average Actual Deferral Percentage for the group of
                    Eligible Employees who were Non-Highly Compensated Employees
                    for the preceding Plan Year; or

               (B)  the Average Actual Contribution Percentage for the group of
                    Eligible Employees who were Non-Highly Compensated Employees
                    for the preceding Plan Year; and

          (ii) two (2) plus the lesser of subsection (a)(i)(A) or (a)(i)(B). In
               no event shall this amount exceed two hundred percent (200%) of
               the lesser of subsection (a)(i)(A) or (a)(i)(B).

     (b)  the sum of:

          (i)  one hundred twenty-five percent (125%) of the lesser of:

               (A)  the Average Actual Deferral Percentage for the group of
                    Eligible Employees who were Non-Highly Compensated Employees
                    for the preceding Plan Year; or

               (B)  the Average Actual Contribution Percentage for the group of
                    Eligible Employees who were Non-Highly Compensated Employees
                    for the preceding Plan Year; and

          (ii) two (2) plus the greater of subsection (b)(i)(A) or (b)(i)(B). In
               no event shall this amount exceed two hundred percent (200%) of
               the greater of subsection (b)(i)(A) or (b)(i)(B).

--------------------------------------------------------------------------------
                                      21            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

     If multiple use of the alternative limitation occurs, the excess Before-Tax
     Contributions for Highly Compensated Employees under the Plan shall be
     reduced in accordance with Section 3.2(a).

3.8  DISCRETIONARY EMPLOYER CONTRIBUTIONS

     (a)  Subject to the limitations of Section 3.12, the Employer may, in its
          sole and absolute discretion, make Discretionary Employer
          Contributions to the Plan for a Plan Year. Discretionary Employer
          Contributions shall be a specified dollar amount, determined by the
          Board, apportioned pro rata, based on each Participant's Compensation,
          among all Participants who are in the employ of the Employer on the
          last day of the Plan Year and who have completed at least one thousand
          (1,000) Hours of Service during such Plan Year.

     (b)  The Discretionary Employer Contributions allocated to each Participant
          shall be credited to such Participant's Discretionary Employer
          Contribution Account and shall be invested in accordance with Article
          VI of the Plan. Any and all withdrawals, distributions or payments
          from a Participant's Discretionary Employer Contribution Account shall
          be made in accordance with Article VII of the Plan.

3.9  INTEREST ON EXCESS CONTRIBUTIONS

     In the event Before-Tax Contributions and/or Matching Contributions made on
     behalf of a Participant during a Plan Year exceed the maximum allowable
     amount as described in Section 3.2(a), 3.2(b) or 3.6 ("Excess
     Contributions") and such Excess Contributions and earnings thereon are
     payable to the Participant under the applicable provisions of the Plan,
     earnings on such Excess Contributions for the period commencing with the
     first day of the Plan Year in which the Excess Contributions were made and
     ending with the date of payment to the Participant ("Allocation Period")
     shall be determined in accordance with the provisions of this Section 3.9.

     The earnings allocable to excess Before-Tax Contributions for an Allocation
     Period shall be equal to the sum of (a) plus (b) where (a) and (b) are
     determined as follows:

     (a)  The amount of earnings attributable to the Participant's Before-Tax
          Contribution Account for the Plan Year multiplied by a fraction, the
          numerator of which is the excess Before-Tax Contributions and Special
          Contributions for the Plan Year, and the denominator of which is the
          sum of (i) the Net Value of the Participant's Before-Tax Contribution
          Account as of the last day of the immediately preceding Plan Year and
          (ii) the contributions (including the Excess Contributions) made to
          the Before-Tax Contribution Account on the Participant's behalf during
          such Plan Year.

     (b)  The amount of earnings attributable to the Participant's Before-Tax
          Contribution Account for the period commencing with the first day of
          the Plan Year in which

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                                      22            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

          payment is made to the Participant and ending with the date of payment
          to the Participant multiplied by a fraction, the numerator of which is
          the excess Before-Tax Contributions and Special Contributions made to
          the Before-Tax Contribution Account on the Participant's behalf during
          the Plan Year immediately preceding the Plan Year in which the payment
          is made to the Participant, and the denominator of which is the Net
          Value of the Participant's Before-Tax Contribution Account on the
          first day of the Plan Year in which the payment is made to the
          Participant.

     The earnings allocable to excess Matching Contributions for an Allocation
     Period shall be equal to the sum of (A) and (B) where (A) and (B) are
     determined as follows:

     (A)  The amount of earnings attributable to the Participant's Matching
          Contribution Account for the Plan Year multiplied by a fraction, the
          numerator of which is the excess Matching Contributions for the Plan
          Year, and the denominator of which is the sum of (I) the Net Value of
          the Participant's Matching Contribution Account as of the last day of
          the immediately preceding Plan Year and (II) the contributions
          (including the Excess Contributions) made to the Matching Contribution
          Account on the Participant's behalf during such Plan Year.

     (B)  The amount of earnings attributable to the Participant's Matching
          Contribution Account for the period commencing with the first day of
          the Plan Year in which payment is made to the Participant and ending
          with the date of payment to the Participant multiplied by a fraction,
          the numerator of which is the excess Matching Contributions made to
          the Matching Contribution Account on the Participant's behalf during
          the Plan Year immediately preceding the Plan Year in which the payment
          is made to the Participant, and the denominator of which is the Net
          Value of the Participant's Matching Contribution Account on the first
          day of the Plan Year in which the payment is made to the Participant.

3.10 PAYMENT OF CONTRIBUTIONS TO THE TRUST AND THE SEPARATE AGENCY

     As soon as possible after each payroll period, but not less often than once
     a month, the Employer shall deliver (a) to the Trustees: (i) the Before-Tax
     Contributions required to be made to the Trust during such payroll period
     under the applicable Compensation Reduction Agreements and (ii) the amount
     of all Matching Contributions required to be made to the Trust for such
     payroll period and (b) to the Separate Agency: (i) the Before-Tax
     Contributions required to be made to the Separate Agency during such
     payroll period under the applicable Compensation Reduction Agreements and
     (ii) the amount of all Matching Contributions required to be made to the
     Separate Agency for such payroll period

     Special Contributions and Discretionary Employer Contributions to the Trust
     and to the Separate Agency shall be forwarded by the Employer to the
     Trustees and to the Separate Agency no later than the time for filing the
     Employer's federal income tax return, plus any extensions thereon, for the
     Plan Year to which they are attributable.

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                                      23            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

3.11 ROLLOVER CONTRIBUTIONS

     Subject to such terms and conditions as may from time to time be
     established by the Committee, the Trustees and the Separate Agency, an
     Employee, whether or not a Participant, may contribute a Rollover
     Contribution to the Plan Fund; provided, however, that such Employee shall
     submit a written certification, in form and substance satisfactory to the
     Committee, that the contribution qualifies as a Rollover Contribution. The
     Committee shall be entitled to rely on such certification and shall accept
     the contribution on behalf of the Trustees and the Separate Agency, as
     applicable. Rollover Contributions shall be credited to an Employee's
     Rollover Contribution Account and shall be invested in accordance with
     Article VI of the Plan.

3.12 SECTION 415 LIMITS ON CONTRIBUTIONS

     (a)  For purposes of this Section 3.12, the following terms and phrases
          shall have the meanings hereafter ascribed to them:

          (i)  "Annual Additions" shall mean the sum of the following amounts
               credited to a Participant's Accounts for the Limitation Year: (A)
               Employer contributions, including Before-Tax Contributions,
               Matching Contributions and Discretionary Employer Contributions;
               (B) any other Employee contributions; (C) forfeitures; and (D)(1)
               amounts allocated to an individual medical account, as defined in
               Section 415(l)(2) of the Code, which is part of a pension or
               annuity plan maintained by the Employer and (2) amounts derived
               from contributions, paid or accrued, which are attributable to
               post-retirement medical benefits allocated to the separate
               account of a key employee, as defined in Section 419A(d)(3) of
               the Code, under a welfare benefit fund as defined in Section
               419(e) of the Code, maintained by the Employer are treated as
               Annual Additions. Annual Additions include the following
               contributions credited to a Participant's Accounts for the
               Limitation Year, regardless of whether such contributions have
               been distributed to the Participant:

               (I)   Before-Tax Contributions which exceed the limitations set
                     forth in Section 3.2(a);

               (II)  Before-Tax Contributions made on behalf of a Highly
                     Compensated Employee which exceed the limitations set forth
                     in Section 3.2(b); and

               (III) Matching Contributions made on behalf of a Highly
                     Compensated Employee which exceed the limitations set forth
                     in Section 3.6.

          (ii) "Current Accrued Benefit" shall mean a Participant's annual
               accrued benefit under a defined benefit plan, determined in
               accordance with the meaning of Section 415(b)(2) of the Code, as
               if the Participant had

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                                      24            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

               separated from service as of the close of the last Limitation
               Year beginning before January 1, 1987. In determining the amount
               of a Participant's Current Accrued Benefit, the following shall
               be disregarded:

               (A)  any change in the terms and conditions of the defined
                    benefit plan after May 5, 1986; and

               (B)  any cost of living adjustment occurring after May 5, 1986.

         (iii) "Defined Benefit Plan" and "Defined Contribution Plan" shall
               have the meanings set forth in Section 415(k) of the Code.

          (iv) "Defined Benefit Plan Fraction" for a Limitation Year shall mean
               a fraction, (A) the numerator of which is the aggregate projected
               annual benefit (determined as of the last day of the Limitation
               Year) of the Participant under all defined benefit plans (whether
               or not terminated) maintained by the Employer, and (B) the
               denominator of which is the lesser of: (I) the product of 1.25
               (or such adjustment as required under Section 11.4) and the
               dollar limitation in effect under Section 415(b)(1)(A) of the
               Code, adjusted as prescribed by the Secretary of the Treasury
               under Section 415(d) of the Code, or (II) the product of 1.4 and
               the amount which may be taken into account with respect to such
               Participant under Section 415(b)(1)(B) of the Code for such
               Limitation Year. Notwithstanding the above, if the Participant
               was a participant in one or more defined benefit plans of the
               Employer in existence on May 6, 1986, the dollar limitation of
               the denominator of this fraction will not be less than one
               hundred twenty-five percent (125%) of the Participant's Current
               Accrued Benefit.

          (v)  "Defined Contribution Plan Fraction" for a Limitation Year shall
               mean a fraction, (A) the numerator of which is the sum of the
               Participant's Annual Additions under all defined contribution
               plans (whether or not terminated) maintained by the Employer for
               the current year and all prior Limitation Years (including annual
               additions attributable to the Participant's nondeductible
               employee contributions to all defined benefit plans (whether or
               not terminated) maintained by the Employer), and (B) the
               denominator of which is the sum of the maximum aggregate amounts
               for the current year and all prior Limitation Years with the
               Employer (regardless of whether a defined contribution plan was
               maintained by the Employer). "Maximum aggregate amounts" shall
               mean the lesser of (I) the product of 1.25 (or such adjustment as
               required under Section 11.4) and the dollar limitation in effect
               under Section 415(c)(1)(A) of the Code, adjusted as prescribed by
               the Secretary of the Treasury under Section 415(d) of the Code,
               or (II) the product of 1.4 and the amount that may be taken into
               account under Section 415(c)(1)(B) of the Code; provided,
               however, that the Committee may elect, on a uniform and
               nondiscriminatory basis, to apply the special

--------------------------------------------------------------------------------
                                      25            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

               transition rule of Section 415(e)(7) of the Code applicable to
               Limitation Years ending before January 1, 1983 in determining the
               denominator of the Defined Contribution Plan Fraction.

               If the Employee was a Participant as of the end of the first day
               of the first Limitation Year beginning after December 31, 1986,
               in one or more defined contribution plans maintained by the
               Employer which were in existence on May 6, 1986, the numerator of
               this fraction will be adjusted if the sum of this fraction and
               the defined benefit fraction would otherwise exceed 1.0 under the
               terms of this Plan. Under the adjustment, an amount equal to the
               product of (1) the excess of the sum of the fractions over 1.0
               times (2) the denominator of this fraction, will be permanently
               subtracted from the numerator of this fraction. The adjustment is
               calculated using the fractions as they would be computed as of
               the end of the last Limitation Year beginning before January 1,
               1987, and disregarding any changes in the terms and conditions of
               the Plan made after May 5, 1986, but using the Section 415
               limitation applicable to the first Limitation Year beginning on
               or after January 1, 1987. The annual addition for any Limitation
               Year beginning before January 1, 1987, shall not be recomputed to
               treat all Employee contributions as Annual Additions.

          (vi) "Limitation Year" shall mean the calendar year.

         (vii) "Section 415 Compensation" shall be a Participant's remuneration
               as defined in Income Tax Regulations Sections 1.415-2(d)(2), (3)
               and (6). For purposes of this Section, effective for Plan Years
               commencing after December 31, 1997, Section 415 Compensation
               shall include (A) any elective deferral (as defined in Section
               402(g)(3) of the Code, and (B) any amount which is contributed or
               deferred by the Employer at the election of the Employee and
               which is not includible in the gross income of the Employee by
               reason of Section 125 or 457 of the Code.

     (b)  For purposes of applying the Section 415 limitations, the Employer and
          all members of a controlled group of corporations (as defined under
          Section 414(b) of the Code as modified by Section 415(h) of the Code),
          all commonly controlled trades or businesses (as defined under Section
          414(c) of the Code as modified by Section 415(h) of the Code), all
          affiliated service groups (as defined under Section 414(m) of the
          Code) of which the Employer is a member, any leasing organization (as
          defined under Section 414(n) of the Code) that employs any person who
          is considered an Employee under Section 414(n) of the Code and any
          other group provided for under any and all Income Tax Regulations
          promulgated by the Secretary of the Treasury under Section 414(o) of
          the Code, shall be treated as a single employer.

--------------------------------------------------------------------------------
                                      26            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

     (c)  If the Employer maintains more than one qualified Defined Contribution
          Plan on behalf of its Employees, such plans shall be treated as one
          Defined Contribution Plan for purposes of applying the Section 415
          limitations of the Code.

     (d)  Notwithstanding anything contained in the Plan to the contrary, in no
          event shall the Annual Additions to a Participant's Accounts for a
          Limitation Year exceed the lesser of:

          (i)  thirty thousand dollars ($30,000) as adjusted in multiples of
               five thousand dollars ($5,000) for increases in the
               cost-of-living as prescribed by the Secretary of the Treasury
               under Section 415(d) of the Code; or

          (ii) twenty-five percent (25%) of the Participant's Section 415
               Compensation for such Limitation Year. For purposes of this
               subsection (d)(ii), Section 415 Compensation shall not include
               (A) any contribution for medical benefits within the meaning of
               Section 419A(f)(2) of the Code after separation from service,
               which is otherwise treated as an Annual Addition, and (B) any
               amount otherwise treated as an Annual Addition under Section
               415(1)(1) of the Code.

     (e)  If, as a result of the allocation of forfeitures, a reasonable error
          in estimating a Participant's annual Compensation, a reasonable error
          in determining the amount of elective deferrals that may be made with
          respect to any Participant, or as otherwise permitted by the Internal
          Revenue Service, the Annual Additions to a Participant's Accounts for
          a Limitation Year exceed the limitation set forth in subsection (d)
          above during the Limitation Year, any or all of the following
          contributions on behalf of such Participant shall be immediately
          adjusted to that amount which will result in such Annual Additions not
          exceeding the limitation set forth in subsection (d):

          (i)   Discretionary Employer Contributions;

          (ii)  Before-Tax Contributions;

          (iii) Special Contributions; and

          (iv)  Matching Contributions.

     (f)  If the Annual Additions to a Participant's Accounts for a Limitation
          Year exceed the limitations set forth in subsection (d) above at the
          end of a Limitation Year, such excess amounts shall not be treated as
          Annual Additions in such Limitation Year but shall instead be treated
          in accordance with the following:

          (i)  such excess amounts shall be used to reduce the Before-Tax
               Contributions, Discretionary Employer Contributions, Matching
               Contributions and/or Special Contributions to be made on behalf
               of such Participant in the succeeding Limitation Year, provided
               that such Participant is an Eligible

--------------------------------------------------------------------------------
                                      27            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE III --
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

               Employee during such succeeding Limitation Year. If such
               Participant is not an Eligible Employee or ceases to be an
               Eligible Employee during such succeeding Limitation Year, any
               remaining excess amounts from the preceding Limitation Year shall
               be allocated during such succeeding Limitation Year to each
               Participant then actively participating in the Plan. Such
               allocation shall be in proportion to the Before-Tax Contributions
               made to date on his behalf for such Limitation Year, or the prior
               Limitation Year with respect to an allocation as of the beginning
               of a Limitation Year, before any other contributions are made in
               such succeeding Limitation Year; or

          (ii) such excess amounts may be reduced by the distribution of such
               Participant's Before-Tax Contributions to such Participant.

          The Employer will, at the end of the Limitation Year in which such
          excess amounts were made, choose the manner in which to treat such
          excess amounts on a uniform and nondiscriminatory basis on behalf of
          all affected Participants. If such excess amounts are reduced by the
          distribution described in subsection (ii), the amounts of such
          distribution shall not be taken into account for purposes of Sections
          3.2(a)(i) and (ii), 3.8(a) and (b), or in determining the limitation
          in Section 3.2(b). In addition, any Matching Contributions
          attributable to such amounts shall constitute Forfeitures as described
          in Section 4.2.

     (g)  If a Participant participates in both (i) the Plan and/or any other
          defined contribution plan maintained by the Employer and (ii) any
          defined benefit plan or plans maintained by the Employer, the sum of
          the Defined Contribution Plan Fraction and the Defined Benefit Plan
          Fraction shall not exceed the sum of 1.0. This subsection (g) shall
          not apply with respect to Plan Years beginning on or after January 1,
          2000.

     (h)  If, for any Plan Year commencing prior to January 1, 2000, the sum
          determined under subsection (g) for any Participant exceeds 1.0, the
          Defined Contribution Plan Fraction of such Participant as provided in
          the defined contribution plan or plans maintained by the Employer
          shall be reduced in order that such sum shall not exceed 1.0.


--------------------------------------------------------------------------------
                                      28            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE IV --
                                                         VESTING AND FORFEITURES
--------------------------------------------------------------------------------

                                  ARTICLE IV --
                             VESTING AND FORFEITURES

4.1  VESTING

     An Employee shall always be fully vested in the Net Value of his Before-Tax
     Contribution Account, the Net Value of his Matching Contribution Account,
     the Net Value of his Discretionary Employer Contribution Account, and the
     Net Value of his Rollover Contribution Account.

4.2  FORFEITURES

     With respect to a Participant's Matching Contribution Account, anything in
     Section 4.1 to the contrary notwithstanding, any Matching Contribution
     forfeited in accordance with the fifth paragraph of Section 3.2(a), the
     second paragraph of Section 3.2(c), the fourth paragraph of Section 3.6 or
     the second paragraph of Section 3.12(f), shall be applied to reduce the
     amount of subsequent Matching Contributions otherwise required to be made.

4.3  VESTING UPON REEMPLOYMENT

     If a Participant incurs a One Year Break in Service and again performs an
     Hour of Service, such Participant shall receive credit for all his Years of
     Eligibility Service prior to his One Year Break in Service.















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                                      29            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE V --
                               TRUST FUND, INVESTMENT ACCOUNTS AND VOTING RIGHTS
--------------------------------------------------------------------------------

                                  ARTICLE V --
                TRUST FUND, INVESTMENT ACCOUNTS AND VOTING RIGHTS

5.1  TRUST FUND AND SEPARATE ASSETS

     The Employer has adopted the Agreement as the funding vehicle with respect
     to the Investment Accounts other than the Clifton Savings CD Fund, and has
     adopted the Separate Agreement as the funding vehicle with respect to the
     Clifton Savings CD Fund.

     All contributions forwarded by the Employer to the Trustees pursuant to the
     Agreement shall be held by them in trust and shall be used to purchase
     Units on behalf of the Plan in accordance with the terms and provisions of
     the Agreement. Contributions designated for investment in any Investment
     Account of the Trust Fund shall be allocated proportionately to and among
     the classes of Units so selected for such Investment Account.

     All contributions forwarded by the Employer to the Separate Agency pursuant
     to the Separate Agreement shall be held by them in trust in accordance with
     the terms and provisions of the Separate Agreement.

     All assets of the Plan shall be held for the exclusive benefit of
     Participants, Beneficiaries or other persons entitled to benefits. No part
     of the corpus or income of the Trust Fund shall be used for, or diverted
     to, purposes other than for the exclusive benefit of Participants,
     Beneficiaries or other persons entitled to benefits and for defraying
     reasonable administrative expenses of the Plan, Trust and Separate Agency.
     No person shall have any interest in or right to any part of the earnings
     of the Plan Funds, or any rights in, to or under the Plan Funds or any part
     of its assets, except to the extent expressly provided in the Plan.

     The Trustees and the Separate Agency shall invest and reinvest the Plan
     Funds, and the income therefrom, without distinction between principal and
     income, in accordance with the terms and provisions of the Agreement and
     Separate Agreement, respectively. The Trustees and the Separate Agency may
     maintain such part of the Trust Fund and the Separate Assets, respectively
     in cash uninvested as they shall deem necessary or desirable. The Trustees
     shall be the owner of and have title to all the assets of the Plan Funds
     other than the Separate Assets and shall have full power to manage the
     same, except as otherwise specifically provided in the Agreement. The
     Separate Agency shall be the owner of and shall have title to the Separate
     Assets, and shall have full power to manage the same, except as otherwise
     specifically provided in the Separate Agreement.

5.2  INTERIM INVESTMENTS

     The Trustees may temporarily invest any amounts designated for investment
     in any of the Investment Accounts of the Trust Fund identified herein in
     the Investment Account which provides for short-term investments and retain
     the value of such contributions therein

--------------------------------------------------------------------------------
                                      30            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE V --
                               TRUST FUND, INVESTMENT ACCOUNTS AND VOTING RIGHTS
--------------------------------------------------------------------------------

     pending the allocation of such values to the Investment Accounts designated
     for investment. The Separate Agency may temporarily invest any amounts in
     short-term investment pending investment in the Clifton Savings CD Fund.

5.3  ACCOUNT VALUES

     The Net Value of the Accounts of an Employee means the sum of the total Net
     Value of each Account maintained on behalf of the Employee in the Trust and
     Separate Agency as determined as of the Valuation Date coincident with or
     next following the event requiring the determination of such Net Value. The
     assets of any Account shall consist of the Units credited to such Account.
     The applicable Units shall be valued from time to time by the Trustees and
     Separate Agency, respectively, in accordance with the Agreement and
     Separate Agreement, but not less often than monthly. On the basis of such
     valuations, each Employee's Accounts shall be adjusted to reflect the
     effect of income collected and accrued, realized and unrealized profits and
     losses, expenses and all other transactions during the period ending on the
     applicable Valuation Date.

     Upon receipt by the Trustees of Before-Tax Contributions, Matching
     Contributions, and, if applicable, Discretionary Employer Contributions,
     Rollover Contributions and Special Contributions, and, upon request by a
     Separate Agency of any Before-Tax Contributions, Matching Contributions,
     and, if applicable, Discretionary Employer Contributions, Rollover
     Contributions and Special Contributions, such contributions shall be
     applied to purchase for such Employee's Account, (a) Units other than Units
     of the Clifton Savings CD Fund, and (b) Units of Clifton Savings CD Fund,
     using the value of such Units as of the close of business on the date
     received. Whenever a distribution or withdrawal is made to a Participant,
     Beneficiary or other person entitled to benefits, the appropriate number of
     Units credited to such Employee shall be reduced accordingly and each such
     distribution or withdrawal shall be charged against the Units of the
     Investment Accounts of such Employee pro rata according to their respective
     values.

     For the purposes of this Section 5.3, fractions of Units as well as whole
     Units may be purchased or redeemed for the Account of an Employee.

5.4  SEPARATE ASSETS

     Subject to the terms and conditions of the Agreement and upon approval by
     the Trustees, a designated portion of the assets of the Plan may be held as
     Separate Assets under the Separate Agreement pursuant to investment
     elections made by Plan Participants from time to time. The Trustees shall
     have no responsibility or liability with respect to the management and
     control of any Separate Assets and shall have only those administrative
     duties with respect to such Separate Assets as are set forth in the Plan
     and the Agreement.

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                                      31            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE VI --
                         INVESTMENT DIRECTIONS, CHANGES OF INVESTMENT DIRECTIONS
                                       AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

                                  ARTICLE VI --
             INVESTMENT DIRECTIONS, CHANGES OF INVESTMENT DIRECTIONS
                    AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS

6.1  INVESTMENT DIRECTIONS

     Upon electing to participate, each Participant shall direct that the
     contributions made to his Accounts shall be applied to purchase Units in
     any one or more of the Investment Accounts of the Trust Fund or to purchase
     Units in the Clifton Savings CD Fund. Such direction shall indicate the
     percentage, in multiples of one percent (1%), in which Before-Tax
     Contributions, Matching Contributions, Discretionary Employer
     Contributions, Special Contributions, and Rollover Contributions shall be
     made to the designated Investment Accounts.

     To the extent a Participant shall fail to make an investment direction,
     contributions made on his behalf shall be applied to purchase Units in the
     Investment Account which provides for short-term investments.

6.2  CHANGE OF INVESTMENT DIRECTIONS

     A Participant may change any investment direction at any time, in the form
     and manner prescribed by the Committee, either: (a) by completing and
     filing a notice at least ten (10) days prior to the effective date of such
     direction, or, (b) by telephone or other electronic medium. Any such change
     shall be subject to the same conditions as if it were an initial direction
     and shall be applied only to any contributions to be invested on or after
     the effective date of such direction.

6.3  TRANSFERS BETWEEN INVESTMENT ACCOUNTS

     A Participant or Beneficiary may, at any time, redirect the investment of
     his Investment Accounts such that a percentage of any one or more
     Investment Accounts may be transferred to any one or more other Investment
     Accounts in the form and manner prescribed by the Committee, either: (a) by
     filing a notice at least ten (10) days prior to the effective date of such
     change, or, (b) by telephone or other electronic medium. The requisite
     transfers shall be valued as of the Valuation Date on which the direction
     is received by the Trustees and shall be affected within seven (7) days of
     the Trustees' receipt of such direction.

6.4  EMPLOYEES OTHER THAN PARTICIPANTS

     (a)  INVESTMENT DIRECTION

          An Employee who is not a Participant but who has made a Rollover
          Contribution in accordance with the provisions of Section 3.11, shall
          direct, in the form and

--------------------------------------------------------------------------------
                                      32            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE VI --
                         INVESTMENT DIRECTIONS, CHANGES OF INVESTMENT DIRECTIONS
                                       AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

          manner prescribed by the Committee, that such contribution be applied
          to the purchase of Units in any one or more of the Investment Accounts
          in the Trust, and to purchase Units in the Clifton Savings CD Fund.
          Such direction shall indicate the percentage, in multiples of one
          percent (1%), in which contributions shall be made to the designated
          Investment Accounts, and/or the Investment Account for Clifton Savings
          CD Fund. To the extent any Employee shall fail to make an investment
          direction, the Rollover Contributions shall be applied to the purchase
          of Units in the Investment Account which provides for short-term
          investments.

     (b)  TRANSFERS BETWEEN INVESTMENT ACCOUNTS

          An Employee who is not a Participant may, subject to the provisions of
          Section 6.3, at any time, redirect the investment of his Investment
          Accounts such that a percentage of any one or more Investment Accounts
          may be transferred to any one or more other Investment Accounts. The
          requisite transfers shall be valued as of the Valuation Date on which
          the direction is received by the Trustees and shall be affected within
          seven (7) days of the Trustees' receipt of such direction.













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                                      33            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE VII --
                                                             PAYMENT OF BENEFITS
--------------------------------------------------------------------------------

                                 ARTICLE VII --
                               PAYMENT OF BENEFITS

7.1  GENERAL

     (a)  The vested interest in the Net Value of any one or more of the
          Accounts of a Participant, Beneficiary or any other person entitled to
          benefits under the Plan shall be paid only at the times, to the
          extent, in the manner, and to the persons provided in this Article
          VII.

     (b)  Notwithstanding any provisions of the Plan to the contrary, any and
          all withdrawals, distributions or payments made under the provisions
          of this Article VII shall be made in accordance with Section 401(a)(9)
          of the Code and any and all Income Tax Regulations promulgated
          thereunder.

          With respect to distributions under the Plan made in calendar years
          beginning on or after January 1, 2001, the Plan will apply the minimum
          distribution requirements of Section 401(a)(9) of the Code in
          accordance with the regulations under Section 401(a)(9) that were
          proposed in January 2001, notwithstanding any provision of the Plan to
          the contrary. This amendment shall continue in effect until the end of
          the last calendar year beginning before the effective date of final
          regulations under Section 401(a)(9) or such other date specified in
          guidance published by the Internal Revenue Service.

7.2  NON-HARDSHIP WITHDRAWALS

     (a)  Subject to the terms and conditions contained in this Section 7.2,
          upon ten (10) days prior written notice to the Committee each
          Participant who has attained age sixty (60) shall be entitled to
          withdraw not more often than once during any Plan Year, all or any
          portion of his vested interest in the Net Value of his Accounts in the
          following order of priority:

          (i)   the Net Value of the Employee's Rollover Contribution Account
                provided that such Employee shall have satisfied such additional
                terms and conditions, if any, as the Committee may deem
                necessary; and

          (ii)  the Net Value of his Before-Tax Contribution Account;

          (iii) the Net Value of his Matching Contribution Account; and

          (iv)  the Net Value of his Discretionary Employer Contribution
                Account.

     (b)  Withdrawals under this Section 7.2 shall be made in the following
          order of priority:

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          (i)  by the redemption of Units from each of the Participant's
               Accounts in the Trust Fund in the order set forth in Section
               7.2(a), on a pro rata basis from the Investment Accounts
               thereunder, as were selected by the Participant pursuant to
               Article VI; and

          (ii) by the redemption of Units invested in the Clifton Savings CD
               Fund from each of the Participant's Accounts invested under the
               Separate Agreement, in the order set forth in Section 7.2(a), if
               selected by the Participant pursuant to Article VI.

7.3  HARDSHIP DISTRIBUTIONS

     (a)  For purposes of this Section 7.3, a "Hardship" distribution shall mean
          a distribution that is (i) made on account of a condition which has
          given rise to immediate and heavy financial need of a Participant and
          (ii) necessary to satisfy such financial need. A determination of the
          existence of an immediate and heavy financial need and the amount
          necessary to meet the need shall be made by the Committee in
          accordance with uniform nondiscriminatory standards with respect to
          similarly situated persons.

     (b)  Immediate and Heavy Financial Need:

          A Hardship distribution shall be deemed to be made on account of an
          immediate and heavy financial need if the distribution is on account
          of:

          (i)   expenses for medical care described under Section 213(d) of the
                Code which were previously incurred by the Participant, the
                Participant's Spouse or any of the Participant's dependents as
                defined under Section 152 of the Code or expenses which are
                necessary to obtain medical care described under Section 213(d)
                of the Code for the Participant, the Participant's Spouse or any
                of the Participant's dependents as defined under Section 152 of
                the Code; or

          (ii)  purchase (excluding mortgage payments) of a principal residence
                of the Participant; or

          (iii) payment of tuition and related educational fees for the next
                twelve (12) months of post-secondary education for the
                Participant, the Participant's Spouse, children or any of the
                Participant's dependents as defined under Section 152 of the
                Code; or

          (iv)  the need to prevent the eviction of the Participant from his
                principal residence or foreclosure on the mortgage of the
                Participant's principal residence; or

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          (v)   any other condition which the Commissioner of Internal Revenue,
                through the publication of revenue rulings, notices and other
                documents of general applicability, deems to be an immediate and
                heavy financial need.

     (c)  Necessary to Satisfy Such Financial Need:

          (i)   A distribution will be treated as necessary to satisfy an
                immediate and heavy financial need of a Participant if: (A) the
                amount of the distribution is not in excess of (1) the amount
                required to relieve the financial need of the Participant and
                (2) if elected by the Participant, an amount necessary to pay
                any federal, state or local income taxes and penalties
                reasonably anticipated to result from such distribution, and (B)
                such need may not be satisfied from other resources that are
                reasonably available to the Participant.

          (ii)  A distribution will be treated as necessary to satisfy a
                financial need if the Committee reasonably relies upon the
                Participant's representation that the need cannot be relieved:

                (A)  through reimbursement or compensation by insurance or
                     otherwise,

                (B)  by reasonable liquidation of the Participant's assets, to
                     the extent such liquidation would not itself cause an
                     immediate and heavy financial need,

                (C)  by cessation of Before-Tax Contributions or Employee
                     contributions, if any, under the Plan, or

                (D)  by other distributions or nontaxable loans from plans
                     maintained by the Employer or by any other employer, or by
                     borrowing from commercial sources on reasonable commercial
                     terms.

                For purposes of this subsection (c)(ii), the Participant's
                resources shall be deemed to include those assets of his Spouse
                and minor children that are reasonably available to the
                Participant.

          (iii) Alternatively, a Hardship distribution will be deemed to be
                necessary to satisfy an immediate and heavy financial need of a
                Participant if (A) or (B) are met:

                (A)  all of the following requirements are satisfied:

                     (I)   the distribution is not in excess of (1) the amount
                           of the immediate and heavy financial need of the
                           Participant and (2) if elected by the Participant, an
                           amount necessary to pay any federal, state or local
                           income taxes or penalties reasonably anticipated to
                           result from such distribution;

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                     (II)  the Participant has obtained all distributions, other
                           than Hardship distributions, and all nontaxable loans
                           currently available under all plans maintained by the
                           Employer;

                     (III) the Plan, and all other plans maintained by the
                           Employer, provide that the Participant's elective
                           contributions and Employee contributions, if any,
                           will be suspended for at least twelve (12) months
                           after receipt of the Hardship distribution; and

                     (IV)  the Plan, and all other plans maintained by the
                           Employer, provide that the Participant may not make
                           elective contributions for the Participant's taxable
                           year immediately following the taxable year of the
                           Hardship distribution in excess of the applicable
                           limit under Section 402(g) of the Code for such next
                           taxable year less the amount of such Participant's
                           elective contributions for the taxable year of the
                           Hardship distribution; or

                (B)  the requirements set forth in additional methods, if any,
                     prescribed by the Commissioner of Internal Revenue (through
                     the publication of revenue rulings, notices and other
                     documents of general applicability) are satisfied.

     (d)  A Participant who has withdrawn the maximum amounts available to such
          Participant under Section 7.2 or a Participant who is not eligible for
          a withdrawal thereunder, may, in case of Hardship (as defined under
          this Section 7.3), apply not more often than once in any Plan Year to
          the Committee for a Hardship distribution. Any application for a
          Hardship distribution shall be made in writing to the Committee at
          least ten (10) days prior to the requested date of payment. Hardship
          distributions may be made by a distribution of all or a portion of a
          Participant's Before-Tax Contribution Account, exclusive of investment
          earnings.

     (e)  Distributions under this Section 7.3 shall be made in the following
          order of priority:

          (i)  by the redemption of Units from the Participant's Before-Tax
               Contribution Account on a pro rata basis, from among the
               Investment Accounts, thereunder, other than the Clifton Savings
               CD Fund, selected by the Participant pursuant to Article VI; and

          (ii) by the redemption of Units invested in the Clifton Savings CD
               Fund from the Participant's Before-Tax Contribution Account
               invested under the Separate Agreement, as selected by the
               Participant pursuant to Article VI.

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     (f)  A Participant who receives a Hardship distribution under this Section
          7.3 may have his Before-Tax Contributions suspended in accordance with
          Section 3.3.

7.4  DISTRIBUTION OF BENEFITS FOLLOWING RETIREMENT OR TERMINATION OF SERVICE

     (a)  If an Employee incurs a Termination of Service for any reason other
          than death, a distribution of the vested interest in the Net Value of
          his Accounts shall be made to the Employee in accordance with the
          provisions of Section 7.5 or 7.6 or 7.8. The amount of such
          distribution shall be the vested interest in the Net Value of his
          Accounts as of the Valuation Date coincident with the date of receipt
          by the Trustees of the proper documentation acceptable to the Trustees
          for such purpose.

     (b)  An election by an Employee to receive the vested interest in the Net
          Value of his Accounts in a form other than in the normal form of
          benefit payment set forth in Sections 7.5(a) and (b) and Sections
          7.6(a) and (b) may not be revoked or amended by him after he
          terminates his employment. Notwithstanding the foregoing, an Employee
          who elected to receive payment of benefits as of a deferred Valuation
          Date may, by completing and filing the form prescribed by the
          Committee, change to another form of benefit payment.

     (c)  An Employee who incurs a Termination of Service and is reemployed by
          the Employer prior to the distribution of all or part of the Net Value
          of his Accounts in accordance with the provisions of Section 7.5 or
          7.6, shall not be eligible to receive or to continue to receive such
          distribution during his period of reemployment with the Employer. Upon
          such Employee's subsequent Termination of Service, his prior election
          to receive a distribution in a form other than the normal form of
          benefit payment shall be null and void and the Net Value of his
          Accounts shall be distributed to him in accordance with the provisions
          of Section 7.5 or 7.6 or 7.8.

     (d)  An Employee's Net Value of his Accounts in the Clifton Savings CD Fund
          shall be distributed to the Participant by the Separate Agency as soon
          as administratively possible following the date the Employer is
          informed by the Trustees of the Participant's interest in such
          Accounts invested in the Clifton Savings CD Fund. The distribution
          shall be made in accordance with the terms and provisions of the
          Separate Agreement.

7.5  PAYMENTS UPON RETIREMENT OR DISABILITY

     (a)  If an Employee incurs a Termination of Service as of his Normal
          Retirement Date or his Postponed Retirement Date or if an Employee
          incurs a Termination of Service due to Disability and the Net Value of
          his Accounts is less than or equal to three thousand five hundred
          dollars ($3,500) (and effective January 1, 1998, five thousand dollars
          ($5,000), a lump sum distribution of the Net Value of his Accounts
          shall be made to the Employee within seven (7) days of the Valuation
          Date coincident with the date of receipt by the Trustees of the proper

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          documentation indicating that the Employee incurred a Termination of
          Service as of such Retirement Date or date of Disability.

     (b)  If an Employee incurs a Termination of Service as of his Normal
          Retirement Date, Postponed Retirement Date or if an Employee incurs a
          Termination of Service due to Disability and the Net Value of his
          Accounts exceeds three thousand five hundred dollars ($3,500) (and
          effective January 1, 1998, five thousand dollars ($5,000), a lump sum
          distribution of the vested interest in the Net Value of his Accounts
          shall be made to the Employee within seven (7) days of the Valuation
          Date coincident with the later of (i) the date the Employee attained
          Normal Retirement Date or Postponed Retirement Date or would have
          attained his Normal Retirement Date if he were still employed by the
          Employer, or (ii) the date of receipt by the Trustees of the proper
          documentation indicating such Retirement Date.

     (c)  In lieu of the normal form of benefit payment set forth in subsection
          (b), an Employee who incurs a Termination of Service due to Disability
          and the Net Value of his Accounts exceeds three thousand five hundred
          dollars ($3,500) (and effective January 1, 1998, five thousand
          ($5,000), may file an election form to receive the vested interest in
          the Net Value of his Accounts as a lump sum distribution as of some
          other Valuation Date following his Termination of Service and prior to
          his Normal Retirement Date. The vested interest in the Net Value of
          his Accounts shall be distributed to such Employee as a lump sum
          distribution within seven (7) days of the Valuation Date coincident
          with the date of receipt by the Trustees of the proper documentation
          indicating the Employee's distribution date.

     (d)  In lieu of the normal form of benefit payment set forth in subsection
          (b), an Employee who incurs a Termination of Service as of his
          Retirement Date or incurs a Termination of Service due to Disability
          may elect to defer receipt of the vested interest in the Net Value of
          his Accounts beyond his Normal Retirement Date or Postponed Retirement
          Date. The applicable form must be filed at least ten (10) days prior
          to the Employee's Retirement Date. If such an election is made, the
          vested interest in the Net Value of his Accounts shall continue to be
          held in the Trust Fund. Subject to the required minimum distribution
          provisions of Sections 7.9(b) and 7.9(c), the vested interest in the
          Net Value of his Accounts shall be distributed to such Employee as a
          lump sum distribution within seven (7) days of the Valuation Date
          coincident with the date of receipt by the Trustees of the proper
          documentation indicating the Employee's deferred distribution date.

     (e)  In lieu of the normal form of benefit payment set forth in subsections
          (a) and (b), an Employee who incurs a Termination of Service as of his
          Retirement Date or incurs a Termination of Service due to Disability
          may, at least ten (10) days prior to the date on which his benefit is
          scheduled to be paid, file an election form that a lump sum
          distribution equal to the vested interest in the Net Value of his
          Accounts be paid in a Direct Rollover pursuant to Section 7.8. The
          amount of

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     such lump sum distribution shall be determined as of the Valuation Date
     coincident with the date of receipt by the Trustees of the proper
     documentation.

7.6  PAYMENTS UPON TERMINATION OF SERVICE FOR REASONS OTHER THAN RETIREMENT OR
     DISABILITY

     (a)  If an Employee incurs a Termination of Service as of a date other than
          a Retirement Date or for reasons other than Disability, has not
          elected to receive his benefit pursuant to an optional form of benefit
          payment in accordance with the provisions of subsection (c) or (d) and
          the vested interest in the Net Value of the Employee's Accounts is
          equal to or less than three thousand five hundred dollars ($3,500)
          (and effective January 1, 1998, five thousand dollars ($5,000), a lump
          sum distribution of the vested interest in the Net Value of his
          Accounts shall be made to the Employee within seven (7) days of the
          Valuation Date coincident with the date of receipt by the Trustees of
          the proper documentation indicating that he incurred a Termination of
          Service.

     (b)  If an Employee incurs a Termination of Service as of a date other than
          a Retirement Date or for reasons other than Disability, has not
          elected to receive his benefit pursuant to an optional form of benefit
          payment in accordance with the provisions of subsection (c) or (d) and
          the vested interest in the Net Value of the Employee's Accounts
          exceeds three thousand five hundred dollars ($3,500) (and effective
          January 1, 1998, five thousand dollars ($5,000), a lump sum
          distribution of the vested interest in the Net Value of his Accounts
          shall be made to the Employee within seven (7) days of the Valuation
          Date coincident with the later of (i) the date the Employee would have
          attained his Normal Retirement Date if he were still employed by the
          Employer or (ii) the date of receipt by the Trustees of the proper
          documentation indicating the Employee's attainment of Normal
          Retirement Date.

     (c)  In lieu of the normal form of benefit payment set forth in subsection
          (b), an Employee who incurs a Termination of Service as of a date
          other than a Retirement Date or for reasons other than Disability, may
          file an election form to receive the vested interest in the Net Value
          of his Accounts as a lump sum distribution as of some other Valuation
          Date following his Termination of Service and prior to the date he
          would have attained his Normal Retirement Date. The vested interest in
          the Net Value of his Accounts shall be distributed to such Employee as
          a lump sum distribution as of some other Valuation Date following the
          date of receipt by the Trustees of the proper documentation indicating
          the Employee's distribution date.

     (d)  In lieu of the normal form of benefit payment set forth in subsections
          (a) and (b), an Employee who incurs a Termination of Service as of a
          date other than his Retirement Date or for reasons other than
          Disability may, at least ten (10) days prior to the date on which his
          benefit is scheduled to be paid, file an election form that a lump sum
          distribution equal to the vested interest in the Net Value of his

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                                                                  ARTICLE VII --
                                                             PAYMENT OF BENEFITS
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          Accounts be paid in a Direct Rollover pursuant to Section 7.8. The
          amount of such lump sum distribution shall be determined as of the
          Valuation Date coincident with the date of receipt by the Trustees of
          the proper documentation.

     (e)  If an Employee incurs a Termination of Service as of a date other than
          a Retirement Date or for reasons other than Disability and has not
          elected to receive the vested interest in the Net Value of his
          Accounts pursuant to an optional form of benefit payment in accordance
          with subsection (c) or (d), the Employer shall notify the Trustees of
          such termination.

7.7  PAYMENTS UPON DEATH

     (a)  In the case of a married Participant, the Spouse shall be the
          designated Beneficiary. Notwithstanding the foregoing, such
          Participant may effectively elect to designate a person or persons
          other than the Spouse as Beneficiary. Such an election shall not be
          effective unless (i) such Participant's Spouse irrevocably consents to
          such election in writing, (ii) such election designates a Beneficiary
          which may not be changed without spousal consent or the consent of the
          Spouse expressly permits designation by the Participant without any
          requirement of further consent by the Spouse, (iii) the Spouse's
          consent acknowledges understanding of the effect of such election and
          (iv) the consent is witnessed by a Plan representative or acknowledged
          before a notary public. Notwithstanding this consent requirement, if
          the Participant establishes to the satisfaction of the Plan
          representative that such written consent cannot be obtained because
          there is no Spouse or the Spouse cannot be located, the consent
          hereunder shall not be required. Any consent necessary under this
          provision shall be valid only with respect to the Spouse who signs the
          consent.

     (b)  In the case of a single Participant, Beneficiary means a person or
          persons who have been designated under the Plan by such Participant or
          who are otherwise entitled to a benefit under the Plan.

     (c)  The designation of a Beneficiary who is other than a Participant's
          Spouse and the designation of any contingent Beneficiary shall be made
          in writing by the Participant in the form and manner prescribed by the
          Committee and shall not be effective unless filed prior to the death
          of such person. If more than one person is designated as a Beneficiary
          or a contingent Beneficiary, each designated Beneficiary in such
          Beneficiary classification shall have an equal share unless the
          Participant directs otherwise. For purposes of this Section 7.7,
          "person" includes an individual, a trust, an estate, or any other
          person or entity designated as a Beneficiary.

     (d)  A married Participant who has designated a person or persons other
          than the Spouse as Beneficiary may, without the consent of such
          Spouse, revoke such prior election by submitting written notification
          of such revocation. Such revocation shall result in the reinstatement
          of the Spouse as the designated Beneficiary unless

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                                                                  ARTICLE VII --
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     the Participant effectively designates another person as Beneficiary in
     accordance with the provisions of subsection (a). The number of election
     forms and revocations shall not be limited.

     (e)  Upon the death of a Participant the remaining vested interest in the
          Net Value of his Accounts shall become payable, in accordance with the
          provisions of subsection (g), to his Beneficiary or contingent
          Beneficiary. If there is no such Beneficiary, the remaining vested
          interest in the Net Value of his Accounts shall be payable to the
          executor or administrator of his estate, or, if no such executor or
          administrator is appointed and qualifies within a time which the
          Committee shall, in its sole and absolute discretion, deem to be
          reasonable, then to such one or more of the descendants and blood
          relatives of such deceased Participant as the Committee, in its sole
          and absolute discretion, may select.

     (f)  If a designated Beneficiary entitled to payments hereunder shall die
          after the death of the Participant but before the entire vested
          interest in the Net Value of Accounts of such Participant has been
          distributed, then the remaining vested interest in the Net Value of
          Accounts of such Participant shall be paid, in accordance with the
          provisions of subsection (g), to the surviving Beneficiary who is not
          a contingent Beneficiary, or, if there are no such surviving
          Beneficiaries then living, to the designated contingent Beneficiaries
          as shall be living at the time such payment is to be made. If there is
          no designated contingent Beneficiary then living, the remaining
          interest in the Net Value of his Accounts shall be paid to the
          executor or administrator of the estate of the last to die of the
          Beneficiaries who are not contingent Beneficiaries.

     (g)  If a Participant dies before his entire vested interest in the Net
          Value of his Accounts has been distributed to him, the remainder of
          such vested interest shall be paid to his Beneficiary or, if
          applicable, his contingent Beneficiary, in a lump sum distribution as
          soon as practicable following the date of the Participant's death.
          Notwithstanding the foregoing, if, prior to the Participant's death
          the Participant had elected to receive a deferred lump sum
          distribution and had not yet received such distribution, such
          Beneficiary shall receive a lump sum distribution as of the earlier
          of: (A) the Valuation Date set forth in the Participant's election or
          (B) the last Valuation Date which occurs within one (1) year of the
          Participant's death.

          If the Beneficiary is the Participant's Spouse and if benefits are
          payable to such Beneficiary as an immediate or deferred lump sum
          distribution, such Spouse may defer the distribution up to the date on
          which the Participant would have attained age seventy and one-half
          (70-1/2). If such Spouse dies prior to such distribution, the prior
          sentence shall be applied as if the Spouse were the Participant.

     (h)  Notwithstanding anything in the Plan to the contrary, the provisions
          of subsections (a) through (g) shall also apply to a person who is not
          a Participant but

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                                                                  ARTICLE VII --
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          who has made a contribution to and maintains a Rollover Contribution
          Account under the Plan.

7.8  DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

     For purposes of this Section 7.8, the following definitions shall apply:

     (a)  "Direct Rollover" means a payment by the Plan to the Eligible
          Retirement Plan specified by the Distributee.

     (b)  "Distributee" means an Employee or former Employee. In addition, the
          Employee's or former Employee's surviving spouse and the Employee's or
          former Employee's Spouse or former spouse who is the alternate payee
          under a qualified domestic relations order, as defined in Section
          414(p) of the Code, are Distributees with regard to the interest of
          the Spouse or former spouse.

     (c)  "Eligible Retirement Plan" means an individual retirement account
          described in Section 408(a) of the Code, an individual retirement
          annuity described in Section 408(b) of the Code, an annuity plan
          described in Section 403(a) of the Code, or a qualified trust
          described in Section 401(a) of the Code, that accepts the
          Distributee's Eligible Rollover Distribution. However, in the case of
          an Eligible Rollover Distribution to the surviving Spouse, an Eligible
          Retirement Plan is an individual retirement account or individual
          retirement annuity.

     (d)  "Eligible Rollover Distribution" means any distribution of all or any
          portion of the balance to the credit of the Distributee, except that
          an Eligible Rollover Distribution does not include: any distribution
          that is one of a series of substantially equal periodic payments (not
          less frequently than annually) made for the life (or life expectancy)
          of the Distributee or the joint lives (or joint life expectancies) of
          the Distributee and the Distributee's designated Beneficiary, or for a
          specified period of ten (10) years or more; any distribution to the
          extent such distribution is required under Section 401(a)(9) of the
          Code; the portion of any distribution that is not includible in gross
          income (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities); and effective as of
          January 1, 2000, any hardship distribution described in Section
          401(k)(2)(B)(i)(IV) of the Code.

     Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a Distributee's election under this Section 7.8, a
     Distributee may elect, at the time and in the manner prescribed by the Plan
     Administrator, to have any portion of an Eligible Rollover Distribution
     paid directly to an Eligible Retirement Plan specified by the Distributee
     in a Direct Rollover.

7.9  COMMENCEMENT OF BENEFITS

     (a)  Unless the Employee elects otherwise in accordance with the Plan, in
          no event shall the payment of benefits commence later than the
          sixtieth (60th) day after the

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          close of the Plan Year in which the latest of the following events
          occur: (i) the attainment by the Employee of age sixty-five (65), (ii)
          the tenth (10th) anniversary of the year in which the Participant
          commenced participation in the Plan or Prior Plan, or (iii) the
          termination of the Employee's employment with the Employer; provided,
          however, that if the amount of the payment required to commence on the
          date determined under this sentence cannot be ascertained by such
          date, a payment retroactive to such date may be made no later than
          sixty (60) days after the earliest date on which the amount of such
          payment can be ascertained under the Plan.

     (b)  Distributions to five-percent owners:

          The vested interest in the Net Value of the Accounts of a five-percent
          owner (as described in Section 416(i) of the Code and determined with
          respect to the Plan Year ending in the calendar year in which such
          individual attains age seventy and one-half (70-1/2)) must be
          distributed or commence to be distributed no later than the first day
          of April following the calendar year in which such individual attains
          age seventy and one-half (70-1/2). The vested interest in the Net
          Value of the Accounts of an Employee who is not a five-percent owner
          (as described in Section 416(i) of the Code) for the Plan Year ending
          in the calendar year in which such person attains age seventy and
          one-half (70-1/2) but who becomes a five-percent owner (as described
          in Section 416(i) of the Code) for a later Plan Year must be
          distributed or commence to be distributed no later than the first day
          of April following the last day of the calendar year that includes the
          last day of the first Plan Year for which such individual is a
          five-percent owner (as described in Section 416(i) of the Code).

     (c)  Subject to Section 7.1(d), distributions to other than five-percent
          owners:

          The vested interest in the Net Value of the Accounts of an Employee
          who is not a five-percent owner and who attained age seventy and
          one-half (70-1/2) prior to January 1, 1988, must be distributed or
          commence to be distributed no later than the first day of April
          following the calendar year in which occurs the later of: (i) his
          termination of employment or (ii) his attainment of age seventy and
          one-half (70-1/2).

          Except as otherwise provided in the following paragraph, the vested
          interest in the Net Value of the Accounts of any Employee who attains
          age seventy and one-half (70-1/2) after December 31, 1987, must be
          distributed or commence to be distributed no later than the first day
          of April following the later of: (A) the 1989 calendar year or (B) the
          calendar year in which such individual attains age seventy and
          one-half (70-1/2).

          Effective January 1, 1997, an Employee otherwise required to receive a
          distribution under the preceding paragraph, may elect to defer
          distribution of the Net Value of his Accounts to the date of his
          termination of employment.

--------------------------------------------------------------------------------
                                      44            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE VII --
                                                             PAYMENT OF BENEFITS
--------------------------------------------------------------------------------

          Notwithstanding the foregoing, the vested interest in the Net Value of
          the Accounts of (I) any Employee who becomes a Participant on or after
          January 1, 1997 or (II) any Employee who attains age seventy and
          one-half (70-1/2) on or after January 1, 1999, must be distributed or
          commence to be distributed no later than the first day of April
          following the calendar year in which occurs the later of: (1) his
          termination of employment or (2) his attainment of age seventy and
          one-half (70-1/2).























--------------------------------------------------------------------------------
                                      45            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

                                 ARTICLE VIII --
                                 ADMINISTRATION

8.1  GENERAL ADMINISTRATION OF THE PLAN

     The operation and administration of the Plan shall be subject to the
     management and control of the Named Fiduciaries and Plan Administrator
     designated by the Sponsoring Employer. The designation of such Named
     Fiduciaries and Plan Administrator, the terms of their appointment, and
     their duties and responsibilities allocated among them shall be as set
     forth in this Article VIII. Any actions taken hereunder shall be conclusive
     and binding on Participants, Retired Participants, Employees, Beneficiaries
     and other persons, and shall not be overturned unless found to be arbitrary
     and capricious by a court of competent jurisdiction.

8.2  DESIGNATION OF NAMED FIDUCIARIES

     The management and control of the operation and administration of the Plan
     shall be allocated in the following manner:

     (a)  The Sponsoring Employer shall designate the Trustees as a Named
          Fiduciary to perform those functions set forth in the Agreement or the
          Plan that are assigned to the Trustees which are applicable to a Plan
          of Partial Participation.

     (b)  The Sponsoring Employer shall designate the Separate Agency to perform
          those functions relating to the Separate Agency in the Plan or the
          Separate Agreement.

     (c)  The Sponsoring Employer shall designate one or more individuals to
          serve as member(s) of an employee benefits Committee to perform those
          functions set forth in the Agreement, Separate Agreement or the Plan
          that are assigned to such Committee.

     (d)  A Trust Participant (as defined under the Agreement) may delegate to a
          person or persons the duties and responsibilities for voting Units set
          forth under the Agreement and Separate Agreement.

     (e)  The Sponsoring Employer shall designate the Separate Agency as a Named
          Fiduciary to perform those functions set forth in the Separate
          Agreement or the Plan that are assigned to the Separate Agency.

8.3  RESPONSIBILITIES OF FIDUCIARIES

     The Named Fiduciaries and Plan Administrator shall have only those powers,
     duties, responsibilities and obligations that are specifically allocated to
     them under the Plan, the Agreement or the Separate Agreement.

--------------------------------------------------------------------------------
                                      46            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

     To the extent permitted by ERISA, each Named Fiduciary and Plan
     Administrator may rely upon any direction, information or action of another
     Named Fiduciary, Plan Administrator or the Sponsoring Employer as being
     proper under the Plan, the Agreement or the Separate Agreement and is not
     required to inquire into the propriety of any such direction, information
     or action and no Named Fiduciary or Plan Administrator shall be responsible
     for any act or failure to act of another Named Fiduciary, Plan
     Administrator or the Sponsoring Employer.

     No Named Fiduciary, Plan Administrator or the Employer guarantees the Trust
     Fund or Separate Assets in any manner against investment loss or
     depreciation in asset value.

     The allocation of responsibility between the Trustees and the Sponsoring
     Employer or between the Separate Agency and the Sponsoring Employer may be
     changed by written agreement. Such reallocation shall be evidenced by
     Employer Resolutions and shall not be deemed an amendment to the Plan.

     To the extent permitted by ERISA, the Trustees shall have no liability or
     responsibility with respect to the administration of any Separate Assets
     held outside the Trust except as specifically set forth in the Agreement.
     The authority and responsibility of the Trustees extend only to those Plan
     assets held in accordance with the Agreement.

8.4  PLAN ADMINISTRATOR

     The Sponsoring Employer shall designate the Trustees as the Trustee
     Administrator to perform those functions applicable to Plans of Partial
     Participation as set forth in the Agreement. The Sponsoring Employer shall
     also designate one or more persons to act as Plan Administrator and to
     perform those functions set forth in the Agreement, the Plan or the
     Separate Agreement that are assigned to the Plan Administrator.

     The duties and responsibilities of a plan administrator under ERISA shall
     be allocated between the Plan Administrator and the Trustee Administrator
     as set forth herein or in the Agreement. Such allocation may be changed
     only by written agreement between the parties and shall not be deemed an
     amendment to the Plan.

     The Plan Administrator shall be solely responsible for monitoring and
     notifying the Trustees of an Employee's age for all purposes under the
     Plan.

     The Plan Administrator is designated as the Plan's agent for the service of
     legal process.

8.5  COMMITTEE

     The members of the Committee designated by the Sponsoring Employer under
     Section 8.2(c) shall serve for such term(s) as the Sponsoring Employer
     shall determine and until their successors are designated and qualified.
     The term of any member of the Committee may be renewed from time to time
     without limitation as to the number of renewals. Any member of the
     Committee may (a) resign upon at least sixty (60) days written notice to
     the Sponsoring Employer or (b) be removed from office but only for his
     failure or

--------------------------------------------------------------------------------
                                      47            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

     inability, in the opinion of the Sponsoring Employer, to carry out his
     responsibilities in an effective manner. Termination of employment with the
     Employer shall be deemed to give rise to such failure or inability.

     The powers and duties allocated to the Committee shall be vested jointly
     and severally in its members. Notwithstanding specific instructions to the
     contrary, any instrument or document signed on behalf of the Committee by
     any member of the Committee may be accepted and relied upon by the Trustees
     and the Separate Agency as the act of the Committee. The Trustees and the
     Separate Agency shall not be required to inquire into the propriety of any
     such action taken by the Committee nor shall they be held liable for any
     actions taken by them in reliance thereon.

     The Sponsoring Employer may, pursuant to Employer Resolutions and upon
     notice to the Trustees and the Separate Agency, change the number of
     individuals comprising the Committee, their terms of office or other
     conditions of their incumbency provided that there shall be at all times at
     least one individual member of the Committee. Any such change shall not be
     deemed an amendment to the Plan.

8.6  POWERS AND DUTIES OF THE COMMITTEE

     The Committee shall have authority to perform all acts it may deem
     necessary or appropriate in order to exercise the duties and powers imposed
     or granted by ERISA, the Plan, the Agreement, the Separate Agreement or any
     Employer Resolutions. Such duties and powers shall include, but not be
     limited to, the following:

     (a)  POWER TO CONSTRUE - Except as otherwise provided in the Agreement, or
          the Separate Agreement the Committee shall have the power to construe
          the provisions of the Plan and to determine any questions of fact
          which may arise thereunder.

     (b)  POWER TO MAKE RULES AND REGULATIONS - The Committee shall have the
          power to make such reasonable rules and regulations as it may deem
          necessary or appropriate to perform its duties and exercise its
          powers. Such rules and regulations shall include, but not be limited
          to, those governing (i) the manner in which the Committee shall act
          and manage its own affairs, (ii) the procedures to be followed in
          order for Employees or Beneficiaries to claim benefits, and (iii) the
          procedures to be followed by Participants, Beneficiaries or other
          persons entitled to benefits with respect to notifications, elections,
          designations or other actions required by the Plan or ERISA. All such
          rules and regulations shall be applied in a uniform and
          nondiscriminatory manner.

     (c)  POWERS AND DUTIES WITH RESPECT TO INFORMATION - The Committee shall
          have the power and responsibility:

          (i)   to obtain such information as shall be necessary for the proper
                discharge of its duties;

--------------------------------------------------------------------------------
                                      48            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

          (ii)  to furnish to the Employer, upon request, such reports as are
                reasonable and appropriate;

          (iii) to receive, review and retain periodic reports of the financial
                condition of the Plan Funds; and

          (iv)  to receive, collect and transmit to the Trustees all information
                required by the Trustees in the administration of the Accounts
                of the Employee as contemplated in Section 8.7.

     (d)  POWER OF DELEGATION - The Committee shall have the power to delegate
          fiduciary responsibilities (other than trustee responsibilities
          defined under Section 405(c)(3) of ERISA) to one or more persons who
          are not members of the Committee. Unless otherwise expressly indicated
          by the Sponsoring Employer, the Committee must reserve the right to
          terminate such delegation upon reasonable notice.

     (e)  POWER OF ALLOCATION - Subject to the written approval of the
          Sponsoring Employer, the Committee shall have the power to allocate
          among its members specified fiduciary responsibilities (other than
          trustee responsibilities defined under Section 405(c)(3) of ERISA).
          Any such allocation shall be in writing and shall specify the persons
          to whom such allocation is made and the terms and conditions thereof.

     (f)  DUTY TO REPORT - Any member of the Committee to whom specified
          fiduciary responsibilities have been allocated under subsection (e)
          shall report to the Committee at least annually. The Committee shall
          report to the Sponsoring Employer at least annually regarding the
          performance of its responsibilities as well as the performance of any
          persons to whom any powers and responsibilities have been further
          delegated.

     (g)  POWER TO EMPLOY ADVISORS AND RETAIN SERVICES - The Committee may
          employ such legal counsel, enrolled actuaries, accountants, pension
          specialists, clerical help and other persons as it may deem necessary
          or desirable in order to fulfill its responsibilities under the Plan.

8.7  CERTIFICATION OF INFORMATION

     The Committee shall certify to the Trustees on such periodic or other basis
     as may be agreed upon, but in no event later than ten (10) days before any
     Valuation Date as of which the Trustees must effect any action with respect
     to any Accounts held under the provisions of the Plan, relevant facts
     regarding the establishment of the Accounts of an Employee, periodic
     contributions with respect to such Accounts, investment elections and
     modifications thereof and withdrawals and distributions therefrom. The
     Trustees shall be fully protected in maintaining individual Account records
     and in administering the Accounts of the Employee on the basis of such
     certifications and shall have no duty of

--------------------------------------------------------------------------------
                                      49            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

     inquiry or otherwise with respect to any transactions or communications
     between the Committee and Employees relating to the information contained
     in such certifications.

8.8  AUTHORIZATION OF BENEFIT PAYMENTS

     The Committee shall forward to the Trustees and, if applicable, any
     Separate Agency, any application for payment of benefits within a
     reasonable time after it has approved such application. The Trustees and
     such Separate Agency may rely on any such information set forth in the
     approved application for the payment of benefits to the Participant,
     Beneficiary or any other person entitled to benefits.

8.9  PAYMENT OF BENEFITS TO LEGAL CUSTODIAN

     Whenever, in the Committee's opinion, a person entitled to receive any
     benefit payment is a minor or deemed to be physically, mentally or legally
     incompetent to receive such benefit, the Committee may direct the Trustees
     and Separate Agency to make payment for his benefit to such individual or
     institution having legal custody of such person or to his legal
     representative. Any benefit payment made in accordance with the provisions
     of this Section 8.9 shall operate as a valid and complete discharge of any
     liability for payment of such benefit under the provisions of the Plan.

8.10 SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY

     Any person or group of persons may serve in more than one fiduciary
     capacity with respect to the Plan, regardless of whether any such person is
     an officer, employee, agent or other representative of a party in interest.

8.11 PAYMENT OF EXPENSES

     The Employer will pay the ordinary administrative expenses of the Plan and
     compensation of the Trustees to the extent required, except that any
     expenses directly related to the Trust Fund, such as transfer taxes,
     brokers' commissions, registration charges, or administrative expenses of
     the Trustees (including expenses of counsel retained by it in accordance
     with the Agreement), shall be paid from the Trust Fund or from such
     Investment Account to which such expenses directly relate.

     The Employer may, if determined by the Committee, charge Employees all or
     part of the reasonable expenses associated with withdrawals and other
     distributions.

8.12 ADMINISTRATION OF SEPARATE ASSETS

     The Committee and the Separate Agency shall be solely responsible for the
     administration of the Separate Assets. All contributions to and withdrawals
     or disbursements from the Separate Assets shall be made directly to or by
     the Separate Agency.

--------------------------------------------------------------------------------
                                      50            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                 ARTICLE VIII --
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

     The Trustees may, as agreed upon with the Committee, provide such combined
     or coordinated Plan records and reports, which include the Separate Assets.
     The Trustees shall be fully protected in relying upon any information
     provided to them by the Committee or Separate Agency with respect to such
     Separate Assets. The inclusion of any information pertaining to Separate
     Assets in such combined or coordinated Plan records and reports shall not
     increase the responsibility or liability of the Trustees with respect to
     the Separate Assets. If Plan Funds may be transferred between the Separate
     Assets and the other Investment Accounts, the manner in which such
     transfers may be made must be agreed to in a written instrument entered
     into among the Committee, the Trustees and the Separate Agency.




















--------------------------------------------------------------------------------
                                      51            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE IX --
                                                        BENEFIT CLAIMS PROCEDURE
--------------------------------------------------------------------------------

                                  ARTICLE IX --
                            BENEFIT CLAIMS PROCEDURE

9.1  DEFINITION

     For purposes of this Article IX, "Claimant" shall mean any Participant,
     Beneficiary or any other person entitled to benefits under the Plan or his
     duly authorized representative.

9.2  CLAIMS

     A Claimant may file a written claim for a Plan benefit with the Plan
     Administrator on the appropriate form to be supplied by the Plan
     Administrator. The Plan Administrator shall, in its sole and absolute
     discretion, review the Claimant's application for benefits and determine
     the disposition of such claim.

9.3  DISPOSITION OF CLAIM

     The Plan Administrator shall notify the Claimant as to the disposition of
     the claim for benefits under this Plan within ninety (90) days after the
     appropriate form has been filed unless special circumstances require an
     extension of time for processing. If such an extension of time is required,
     the Plan Administrator shall furnish written notice of the extension to the
     Claimant prior to the termination of the initial ninety (90) day period.
     The extension notice shall indicate the special circumstances requiring the
     extension of time and the date the Plan Administrator expects to render a
     decision. In no event shall such extension exceed a period of one
     hundred-eighty (180) days from the receipt of the claim.

9.4  DENIAL OF CLAIM

     If a claim for benefits under this Plan is denied in whole or in part by
     the Plan Administrator, a notice written in a manner calculated to be
     understood by the Claimant shall be provided by the Plan Administrator to
     the Claimant and such notice shall include the following:

     (a)  a statement that the claim for the benefits under this Plan has been
          denied;

     (b)  the specific reasons for the denial of the claim for benefits, citing
          the specific provisions of the Plan which set forth the reason or
          reasons for the denial;

     (c)  a description of any additional material or information necessary for
          the Claimant to perfect the claim for benefits under this Plan and an
          explanation of why such material or information is necessary; and

     (d)  appropriate information as to the steps to be taken if the Claimant
          wishes to appeal such decision.

--------------------------------------------------------------------------------
                                      52            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE IX --
                                                        BENEFIT CLAIMS PROCEDURE
--------------------------------------------------------------------------------

9.5  INACTION BY PLAN ADMINISTRATOR

     A claim for benefits shall be deemed to be denied if the Plan Administrator
     shall not take any action on such claim within ninety (90) days after
     receipt of the application for benefits by the Claimant or, if later,
     within the extended processing period established by the Plan Administrator
     by written notice to the Claimant, in accordance with Section 9.3.

9.6  RIGHT TO FULL AND FAIR REVIEW

     A Claimant who is denied, in whole or in part, a claim for benefits under
     the Plan may file an appeal of such denial. Such appeal must be made in
     writing by the Claimant or his duly authorized representative and must be
     filed with the Committee within sixty (60) days after receipt of the
     notification under Section 9.4 or the date his claim is deemed to be denied
     under Section 9.5. The Claimant or his representative may review pertinent
     documents and submit issues and comments in writing.

9.7  TIME OF REVIEW

     The Committee, independent of the Plan Administrator, shall conduct a full
     and fair review of the denial of claim for benefits under this Plan to a
     Claimant within sixty (60) days after receipt of the written request for
     review described in Section 9.6; provided, however, that an extension, not
     to exceed sixty (60) days, may apply in special circumstances. Written
     notice shall be furnished to the Claimant prior to the commencement of the
     extension period.

9.8  FINAL DECISION

     The Claimant shall be notified in writing of the final decision of such
     full and fair review by such Committee. Such decision shall be written in a
     manner calculated to be understood by the Claimant, shall state the
     specific reasons for the decision and shall include specific references to
     the pertinent Plan provisions upon which the decision is based. In no event
     shall the decision be furnished to the Claimant later than sixty (60) days
     after the receipt of a request for review, unless special circumstances
     require an extension of time for processing, in which case a decision shall
     be rendered within one hundred-twenty (120) days after receipt of such
     request for review.




--------------------------------------------------------------------------------
                                      53            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                    ARTICLE X --
                                          AMENDMENT, TERMINATION, AND WITHDRAWAL
--------------------------------------------------------------------------------

                                  ARTICLE X --
                     AMENDMENT, TERMINATION, AND WITHDRAWAL

10.1 AMENDMENT AND TERMINATION

     The Employer expects to continue the Plan indefinitely, but specifically
     reserves the right, in its sole and absolute discretion, at any time, by
     appropriate action of the Board, to terminate its Plan or to amend (subject
     to the approval of the Trustees), in whole or in part, any or all of the
     provisions of the Plan. Subject to the provisions of Section 12.7, no such
     amendment or termination shall permit any part of the Plan Funds to be used
     for or diverted to purposes other than for exclusive benefit of
     Participants, Beneficiaries or other persons entitled to benefits, and no
     such amendment or termination shall reduce the interest of any Participant,
     Beneficiary or other person who may be entitled to benefits, without his
     consent. In the event of a termination or partial termination of the Plan,
     or upon complete discontinuance of contributions under the Plan, the
     Accounts of each affected Participant shall become fully vested and shall
     be distributable in accordance with the provisions of Article VII. In the
     event of a termination or partial termination of the Plan, or upon complete
     discontinuance of contributions under the Plan, the Accounts of each
     affected Participant shall become fully vested and shall be distributable
     in accordance with the provisions of Article VII. In the event of a
     complete termination of the Plan, the Accounts of each affected Participant
     shall become fully vested and may alternatively be distributable as a lump
     sum distribution within seven (7) days of the Valuation Date coincident
     with the date of receipt by the Trustees of the proper documentation
     indicating the Participant's distribution date.

     If any amendment changes the vesting schedule, any Participant who has
     three (3) or more Years of Eligibility Service may, by filing a written
     request with the Employer, elect to have his vested percentage computed
     under the vesting schedule in effect prior to the amendment.

     The period during which the Participant may elect to have his vested
     percentage computed under the prior vesting schedule shall commence with
     the date the amendment is adopted and shall end on the latest of:

     (a)  sixty (60) days after the amendment is adopted;

     (b)  sixty (60) days after the amendment becomes effective; or

     (c)  sixty (60) days after the Participant is issued written notice of the
          amendment from the Employer.

10.2 WITHDRAWAL FROM THE TRUST FUND

     An Employer may withdraw its Plan from the Trust Fund in accordance with
     and subject to the provisions of the Trust Agreement.

--------------------------------------------------------------------------------
                                      54            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

                                  ARTICLE XI --
                            TOP-HEAVY PLAN PROVISIONS

11.1 INTRODUCTION

     Any other provisions of the Plan to the contrary notwithstanding, the
     provisions contained in this Article XI shall be effective with respect to
     any Plan Year in which this Plan is a Top-Heavy Plan, as hereinafter
     defined.

11.2 DEFINITIONS

     For purposes of this Article XI, the following words and phrases shall have
     the meanings stated herein unless a different meaning is plainly required
     by the context.

     (a)  "Account," for the purpose of determining the Top-Heavy Ratio, means
          the sum of (i) a Participant's Accounts as of the most recent
          Valuation Date and (ii) an adjustment for contributions due as of the
          Determination Date.

     (b)  "Determination Date" means, with respect to any Plan Year, the last
          day of the preceding Plan Year. With respect to the first Plan Year,
          "Determination Date" means the last day of such Plan Year.

     (c)  "Five-Percent Owner" means, if the Employer is a corporation, any
          Employee who owns (or is considered as owning within the meaning of
          Section 318 of the Code modified by Section 416(i)(1)(B)(iii) of the
          Code) more than five percent (5%) of the value of the outstanding
          stock of, or more than five percent (5%) of the total combined voting
          power of all the stock of, the Employer. If the Employer is not a
          corporation, a Five-Percent Owner means any Employee who owns more
          than five percent (5%) of the capital or profits interest in the
          Employer.

     (d)  "Key Employee" means any Employee or former Employee (or, where
          applicable, such person's Beneficiary) in the Plan who, at any time
          during the Plan Year containing the Determination Date or any of the
          preceding four (4) Plan Years, is: (i) an Officer having Top-Heavy
          Earnings from the Employer of greater than fifty percent (50%) of the
          dollar limitation in effect under Section 415(b)(1)(A) of the Code;
          (ii) one of the ten (10) Employees having Top-Heavy Earnings from the
          Employer of more than the dollar limitation in effect under Section
          415(c)(1)(A) of the Code and owning (or considered as owning within
          the meaning of Section 318 of the Code modified by Section
          416(i)(1)(B)(iii) of the Code) both more than a one-half of one
          percent (1/2%) interest in value and the largest interests in the
          value of the Employer; (iii) a Five-Percent Owner of the Employer; or
          (iv) a One-Percent Owner of the Employer having Top-Heavy Earnings
          from the Employer greater than one hundred fifty thousand ($150,000).
          For purposes of computing the Top-Heavy Earnings in subsections
          (d)(i), (d)(ii) and (d)(iv), the aggregation rules of Sections 414(b),
          (c), (m) and (o) of the Code shall apply.

--------------------------------------------------------------------------------
                                      55            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

     (e)  "Non-Key Employee" means an Employee or former Employee (or, where
          applicable, such person's Beneficiary) who is not a Key Employee.

     (f)  "Officer" means an Employee who is an administrative executive in the
          regular and continued service of his Employer; any Employee who has
          the title but not the authority of an officer shall not be considered
          an Officer for purposes of this Article XI. Similarly, an Employee who
          does not have the title of an officer but has the authority of an
          officer shall be considered an Officer. For purposes of this Article
          XI, the maximum number of Officers that must be taken into
          consideration shall be determined as follows: (i) three (3), if the
          number of Employees is less than thirty (30); (ii) ten percent (10%)
          of the number of Employees, if the number of Employees is between
          thirty (30) and five hundred (500); or (iii) fifty (50), if the number
          of Employees is greater than five hundred (500). In determining such
          limit, the term "Employer" shall be determined in accordance with
          Sections 414(b), (c), (m) and (o) of the Code and "Employee" shall
          include Leased Employees and exclude employees described in Section
          414(q)(5) of the Code.

     (g)  "One-Percent Owner" means, if the Employer is a corporation, any
          Employee who owns (or is considered as owning within the meaning of
          Section 318 of the Code modified by Section 416(i)(1)(B)(iii) of the
          Code) more than one percent (1%) of the value of the outstanding stock
          of, or more than one percent (1%) of the total combined voting power
          of all the stock of, the Employer. If the Employer is not a
          corporation, a One-Percent Owner means any Employee who owns more than
          one percent (1%) of the capital or profits interest in the Employer.

     (h)  A "Permissive Aggregation Group" consists of one or more plans of the
          Employer that are part of a Required Aggregation Group, plus one or
          more plans that are not part of a Required Aggregation Group but that
          satisfy the requirements of Sections 401(a)(4) and 410 of the Code
          when considered together with the Required Aggregation Group. If two
          (2) or more defined benefit plans are included in the aggregation
          group, the same actuarial assumptions must be used with respect to all
          such plans in determining the Present Value of Accrued Benefits.

     (i)  "Present Value of Accrued Benefits" shall be determined in accordance
          with the actuarial assumptions set forth in the defined benefit plan
          and the assumed benefit commencement date shall be determined taking
          into account any nonproportional subsidy. The accrued benefit of any
          Employee shall be determined under the method used for accrual
          purposes for all plans of the Employer, or if no such method is
          described, as if such benefit accrued not more rapidly than the
          slowest accrual rate permitted under Section 411(b)(1)(C) of the Code.

     (j)  "Related Rollover Contributions" means rollover contributions received
          by the Plan that are not initiated by the Employee nor made from
          another plan maintained by the Employer.

--------------------------------------------------------------------------------
                                      56            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

     (k)  A "Required Aggregation Group" consists of each plan of the Employer
          (whether or not terminated) in which a Key Employee participates or
          participated at any time during the Plan Year containing the
          Determination Date or any of the four (4) preceding Plan Years and
          each other plan of the Employer (whether or not terminated) which
          enables any plan in which a Key Employee participates or participated
          to meet the requirements of Section 401(a)(4) or 410 of the Code. If
          two (2) or more defined benefit plans are included in the aggregation
          group, the same actuarial assumptions must be used with respect to all
          such plans in determining the Present Value of Accrued Benefits.

     (l)  A "Super Top-Heavy Plan" means a Plan in which, for any Plan Year:

          (i)   the Top-Heavy Ratio (as defined under subsection (o)) for the
                Plan exceeds ninety percent (90%) and the Plan is not part of
                any Required Aggregation Group (as defined under subsection (k))
                or Permissive Aggregation Group (as defined under subsection
                (h)); or

          (ii)  the Plan is a part of a Required Aggregation Group (but is not
                part of a Permissive Aggregation Group) and the Top-Heavy Ratio
                for the group of plans exceeds ninety percent (90%); or

          (iii) the Plan is a part of a Required Aggregation Group and part of a
                Permissive Aggregation Group and the Top-Heavy Ratio for the
                Permissive Aggregation Group exceeds ninety percent (90%).

     (m)  "Top-Heavy Earnings" means, for any year, compensation as defined
          under Section 414(q)(4) of the Code, up to a maximum of one hundred
          sixty dollars ($160,000) for the 1997, 1998 and 1999 Plan Years and
          one hundred seventy thousand dollars ($170,000) for the 2000 and 2001
          Plan Years, adjusted in multiples of ten thousand dollars ($10,000)
          for increases in the cost-of-living, as prescribed by the Secretary of
          the Treasury under Section 401(a)(17)(B) of the Code.

     (n)  A "Top-Heavy Plan" means a Plan in which, for any Plan Year:

          (i)   the Top-Heavy Ratio (as defined under subsection (o)) for the
                Plan exceeds sixty percent (60%) and the Plan is not part of any
                Required Aggregation Group (as defined under subsection (k)) or
                Permissive Aggregation Group (as defined under subsection (h));
                or

          (ii)  the Plan is a part of a Required Aggregation Group but is not
                part of a Permissive Aggregation Group and the Top-Heavy Ratio
                for the group of plans exceeds sixty percent (60%); or

          (iii) the Plan is a part of a Required Aggregation Group and part of a
                Permissive Aggregation Group and the Top-Heavy Ratio for the
                Permissive Aggregation Group exceeds sixty percent (60%).

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                                      57            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

     (o)  "Top-Heavy Ratio" means:

          (i)   if the Employer maintains one or more qualified defined
                contribution plans and the Employer has not maintained any
                qualified defined benefit plans which during the five (5) year
                period ending on the Determination Date have or have had accrued
                benefits, the Top-Heavy Ratio for the Plan alone or for the
                Required Aggregation Group or Permissive Aggregation Group, as
                appropriate, is a fraction, the numerator of which is the sum of
                the Account balances under the aggregated defined contribution
                plan or plans for all Key Employees as of the Determination
                Date, including any part of any Account balance distributed in
                the five (5) year period ending on the Determination Date but
                excluding distributions attributable to Related Rollover
                Contributions, if any, and the denominator of which is the sum
                of all Account balances under the aggregated qualified defined
                contribution plan or plans for all Participants as of the
                Determination Date, including any part of any Account balance
                distributed in the five (5) year period ending on the
                Determination Date but excluding distributions attributable to
                Related Rollover Contributions, if any, determined in accordance
                with Section 416 of the Code and the regulations thereunder.

          (ii)  if the Employer maintains one or more qualified defined
                contribution plans and the Employer maintains or has maintained
                one or more qualified defined benefit plans which during the
                five (5) year period ending on the Determination Date have or
                have had any accrued benefits, the Top-Heavy Ratio for any
                Required Aggregation Group or Permissive Aggregation Group, as
                appropriate, is a fraction, the numerator of which is the sum of
                the Account balances under the aggregated qualified defined
                contribution plan or plans for all Key Employees, determined in
                accordance with (i) above, and the sum of the Present Value of
                Accrued Benefits under the aggregated qualified defined benefit
                plan or plans for all Key Employees as of the Determination
                Date, and the denominator of which is the sum of the Account
                balances under the aggregated qualified defined contribution
                plan or plans determined in accordance with (i) above, for all
                Participants and the sum of the Present Value of Accrued
                Benefits under the aggregated qualified defined benefit plan or
                plans for all Participants as of the Determination Date, all
                determined in accordance with Section 416 of the Code and the
                regulations thereunder. The accrued benefits under a qualified
                defined benefit plan in both the numerator and denominator of
                the Top-Heavy Ratio are adjusted for any distribution of an
                accrued benefit made in the five (5) year period ending on the
                Determination Date.

          (iii) For purposes of (i) and (ii) above, the value of Account
                balances and the Present Value of Accrued Benefits will be
                determined as of the most recent Valuation Date that falls
                within the twelve (12) month period ending on the Determination
                Date, except as provided in Section 416 of the Code and the
                regulations thereunder for the first and second Plan Years

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                                      58            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

                of a qualified defined benefit plan. The Account balances and
                Present Value of Accrued Benefits of a Participant (A) who is a
                Non-Key Employee but who was a Key Employee in a prior year, or
                (B) who has not been credited with at least an Hour of Service
                with any employer maintaining the Plan at any time during the
                five (5) year period ending on the Determination Date will be
                disregarded. The calculation of the Top-Heavy Ratio, and the
                extent to which distributions, rollovers, and transfers are
                taken into account will be made in accordance with Section 416
                of the Code and the regulations thereunder. When aggregating
                plans, the value of Account balances and the Present Value of
                Accrued Benefits will be calculated with reference to the
                Determination Date that falls within the same calendar year.

     (p)  "Valuation Date", for the purpose of computing the Top-Heavy Ratio (as
          defined under subsection (o)) under subsections (1) and (n) means the
          last date of the Plan Year.

     For purposes of subsections (h), (j) and (k), the rules of Sections 414(b),
     (c), (m) and (o) of the Code shall be applied in determining the meaning of
     the term "Employer".

11.3 MINIMUM CONTRIBUTIONS

     If the Plan becomes a Top-Heavy Plan, then any provision of Article III to
     the contrary notwithstanding, the following provisions shall apply:

     (a)  Subject to subsection (b), the Employer shall contribute on behalf of
          each Participant who is employed by the Employer on the last day of
          the Plan Year and who is a Non-Key Employee an amount with respect to
          each Top-Heavy year which, when added to the amount of Special
          Contributions, Discretionary Employer Contributions and Forfeitures
          made on behalf of such Participant, shall not be less than the lesser
          of: (i) three percent (3%) of such Participant's Section 415
          Compensation (as defined under Section 3.12 (a)(vii) of the Plan and
          modified by Section 401(a)(17) of the Code), or (ii) if the Employer
          has no defined benefit plan which is designated to satisfy Section 416
          of the Code, the largest of the total of each Key Employee's Matching
          Contributions, Special Contributions, Discretionary Employer
          Contributions and Forfeitures, as a percentage of each such Key
          Employees' Top-Heavy Earnings; provided, however, that in no event
          shall any contributions be made under this Section 11.3 in an amount
          which will cause the percentage of contributions made by the Employer
          on behalf of any Participant who is a Non-Key Employee to exceed the
          percentage at which contributions are made by the Employer on behalf
          of the Key Employee for whom the percentage of the total of Matching
          Contributions, Before-Tax Contributions, Special Contributions,
          Discretionary Employer Contributions and Forfeitures, is highest in
          such Top-Heavy year. Any such contribution shall be allocated to the
          Matching Contribution Account of each such Participant and, for
          purposes of vesting and withdrawals only, shall be deemed to

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                                      59            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

          be a Matching Contribution. Any such contribution shall not be deemed
          to be a Matching Contribution for any other purpose.

     (b)  Notwithstanding the foregoing, this Section 11.3 shall not apply to
          any Participant to the extent that such Participant is covered under
          any other plan or plans of the Employer (determined in accordance with
          Sections 414(b), (c), (m) and (o) of the Code) and such other plan
          provides that the minimum allocation or benefit requirement will be
          met by such other plan should this Plan become Top-Heavy. If such
          other plan does not provide for a minimum allocation or benefit
          requirement, a minimum of five percent (5%) of a Participant's Section
          415 Compensation, as defined in Section 11.3(a) above, shall be
          provided under this Plan.

     (c)  For purposes of this Article XI, the following shall be considered as
          a contribution made by the Employer:

          (i)   Qualified Nonelective Contributions;

          (ii)  Matching Contributions made by the Employer on behalf of Key
                Employees;

          (iii) Before-Tax Contributions made by the Employer on behalf of Key
                Employees; and

          (iv)  Discretionary Employer Contributions made by the Employer on
                behalf of Key Employees and Non-Key Employees.

     (d)  Subject to the provisions of subsection (b), all Non-Key Employee
          Participants who are employed by the Employer on the last day of the
          Plan Year shall receive the defined contribution minimum provided
          under subsection (a). A Non-Key Employee may not fail to accrue a
          defined contribution minimum merely because such Employee was excluded
          from participation or failed to accrue a benefit because (i) his
          Compensation is less than a stated amount, or (ii) he failed to make
          Before-Tax Contributions or (iii) he completed less than one thousand
          (1,000) Hours of Service.

11.4 IMPACT ON SECTION 415 MAXIMUM BENEFITS

     For any Plan Year commencing prior to January 1, 2000, in which the Plan is
     a Super Top-Heavy Plan, Sections 3.12(a)(iv) and (v) shall be read by
     substituting the number 1.0 for the number 1.25 wherever it appears
     therein.

     For any Plan Year in which the Plan is a Top-Heavy Plan but not a Super
     Top-Heavy Plan, the Plan shall be treated as a Super Top-Heavy Plan under
     this Section 11.4, unless each Non-Key Employee who is entitled to a
     minimum contribution or benefit receives an additional minimum contribution
     or benefit. If the Non-Key Employee is entitled to a minimum contribution
     under Section 11.3(a), the Plan shall not be treated as a Super

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                                      60            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                   ARTICLE XI --
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------

     Top-Heavy Plan under this Section 11.4 if the minimum contribution
     satisfies Section 11.3(a) when four percent (4%) is substituted for three
     percent (3%) in Section 11.3(a)(i). If the Non-Key Employee is entitled to
     a minimum contribution under Section 11.3(b), the Plan shall not be treated
     as a Super Top-Heavy Plan under this Section 11.4, if the minimum
     contribution satisfies Section 11.3(b) when seven and one-half percent
     (7-1/2%) is substituted for five percent (5%).

11.5 VESTING

     For those Plan Years in which the Plan is a Top-Heavy Plan, the vesting
     schedule shall be determined in accordance with the provisions of Section
     4.


























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                                      61            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE XII --
                                                        MISCELLANEOUS PROVISIONS
--------------------------------------------------------------------------------

                                 ARTICLE XII --
                            MISCELLANEOUS PROVISIONS

12.1 NO RIGHT TO CONTINUED EMPLOYMENT

     Neither the establishment of the Plan, nor any provisions of the Plan or of
     the Agreement establishing the Trust or of any Separate Agreement nor any
     action of any Named Fiduciary, Plan Administrator or the Employer, shall be
     held or construed to confer upon any Employee any right to a continuation
     of his employment by the Employer. The Employer reserves the right to
     dismiss any Employee or otherwise deal with any Employee to the same extent
     and in the same manner that it would if the Plan had not been adopted.

12.2 MERGER, CONSOLIDATION, OR TRANSFER

     The Plan shall not be merged or consolidated with, nor transfer its assets
     or liabilities to, any other plan unless each Employee, Participant,
     Beneficiary and other person entitled to benefits under the Plan, would (if
     such other plan then terminated) receive a benefit immediately after the
     merger, consolidation or transfer which is equal to or greater than the
     benefit he would have been entitled to receive if the Plan had terminated
     immediately before the merger, consolidation or transfer.

12.3 NONALIENATION OF BENEFITS

     Except, effective August 5, 1997, to the extent of any offset of a
     Participant's benefits as a result of any judgment, order, decree or
     settlement agreement provided in Section 401(a)(13)(C) of the Code,
     benefits payable under the Plan shall not be subject in any manner to
     anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
     charge, garnishment, execution, or levy of any kind, either voluntary or
     involuntary and any attempt to so anticipate, alienate, sell, transfer,
     assign, pledge, encumber, charge, garnish, execute, levy or otherwise
     affect any right to benefits payable hereunder, shall be void.
     Notwithstanding the foregoing, the Plan shall permit the payment of
     benefits in accordance with a qualified domestic relations order as defined
     under Section 414(p) of the Code.

12.4 MISSING PAYEE

     Any other provision in the Plan or Agreement to the contrary
     notwithstanding, if the Trustees and, if appropriate, any Separate Agency
     are unable to make payment to any Employee, Participant, Beneficiary or
     other person to whom a payment is due ("Payee") under the Plan because the
     identity or whereabouts of such Payee cannot be ascertained after
     reasonable efforts have been made to identify or locate such person
     (including mailing a certified notice of the payment due to the last known
     address of such Payee as shown on the records of the Employer), such
     payment and all subsequent payments otherwise due to such Payee shall be
     forfeited twenty-four (24) months after the date such

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                                      62            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE XII --
                                                        MISCELLANEOUS PROVISIONS
--------------------------------------------------------------------------------

     payment first became due. However, such payment and any subsequent payments
     shall be reinstated retroactively, without interest, no later than sixty
     (60) days after the date on which the Payee is identified and located.

12.5 AFFILIATED EMPLOYERS

     All employees of all Affiliated Employers shall, for purposes of the
     limitations in Article XI and for measuring Hours of Service, be treated as
     employed by a single employer. No employee of an Affiliated Employer shall
     become a Participant of this Plan unless employed by the Employer or an
     Affiliated Employer which has adopted the Plan.

12.6 SUCCESSOR EMPLOYER

     In the event of the dissolution, merger, consolidation or reorganization of
     the Employer, the successor organization may, upon satisfying the
     provisions of the Agreement and the Plan, adopt and continue this Plan.
     Upon adoption, the successor organization shall be deemed the Employer with
     all its powers, duties and responsibilities and shall assume all Plan
     liabilities.

12.7 RETURN OF EMPLOYER CONTRIBUTIONS

     Any other provision of the Plan, Separate Agreement or Agreement to the
     contrary notwithstanding, upon the Employer's request and with the consent
     of the Trustees and, if appropriate, any Separate Agency, a contribution to
     the Plan by the Employer which was (a) made by mistake of fact, or (b)
     conditioned upon initial qualification of the Plan with the Internal
     Revenue Service, or (c) conditioned upon the deductibility by the Employer
     of such contributions under Section 404 of the Code, shall be returned to
     the Employer within one (1) year after: (i) the payment of a contribution
     made by mistake of fact, or (ii) the denial of such qualification or (iii)
     the disallowance of the deduction (to the extent disallowed), as the case
     may be.

     Any such return shall not exceed the lesser of (A) the amount of such
     contributions (or, if applicable, the amount of such contribution with
     respect to which a deduction is denied or disallowed) or (B) the amount of
     such contributions net of a proportionate share of losses incurred by the
     Plan during the period commencing on the Valuation Date as of which such
     contributions are made and ending on the Valuation Date as of which such
     contributions are returned. All such refunds shall be limited in amount,
     circumstances and timing to the provisions of Section 403(c) of ERISA.

12.8 ADOPTION OF PLAN BY AFFILIATED EMPLOYER

     An Affiliated Employer of the Sponsoring Employer may adopt the Plan and
     Agreement upon satisfying the requirements set forth in the Agreement. Upon
     such adoption, such Affiliated Employer shall become a Participating
     Affiliate in the Plan, which Plan shall be deemed a "single plan" within
     the meaning of Income Tax Regulations Section 1.414(1)-1(b)(1).

--------------------------------------------------------------------------------
                                      63            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                                                                  ARTICLE XII --
                                                        MISCELLANEOUS PROVISIONS
--------------------------------------------------------------------------------

      For purposes of Article VIII, Employer shall mean only the Sponsoring
      Employer and each Participating Affiliate shall be deemed to accept and
      designate the Named Fiduciaries, Committee, Plan Administrator, Trustee
      Administrator and voter of Units designated by the Sponsoring Employer to
      act on its behalf in accordance with the provisions of the Plan and
      Agreement.

      The Sponsoring Employer shall solely exercise for and on behalf of such
      Participating Affiliate the powers reserved to the Employer under Articles
      VIII and X. However, such Participating Affiliate may at anytime terminate
      its future participation in the Plan for the purposes and in the manner
      set forth in the Agreement.

12.9  CONSTRUCTION OF LANGUAGE

      Wherever appropriate in the Plan, words used in the singular may be read
      in the plural; words used in the plural may be read in the singular; and
      words importing the masculine gender shall be deemed equally to refer to
      the female gender. Any reference to a section number shall refer to a
      section of this Plan, unless otherwise indicated.

12.10 HEADINGS

      The headings of articles and sections are included solely for convenience
      of reference, and if there be any conflict between such headings and the
      text of the Plan, the text shall control.

12.11 GOVERNING LAW

      The Plan shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, except to the extent that such
      laws are preempted by the Federal laws of the United States of America.


      IN WITNESS WHEREOF, pursuant to resolutions of the Board of Directors of
Clifton Savings Bank, S.L.A duly adopted on March 24, 1999, and the
authorization contained therein, the Plan, as herein revised to include changes
required by the Internal Revenue Service and conforming technical and
administrative revisions, is hereby executed.



                                            CLIFTON SAVINGS BANK, S.L.A.

                                            /Sgd/: By:Walter Celuch

                                            Title:President & CEO

                                             Date: January 9, 2002


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                                      64            CLIFTON SAVINGS BANK, S.L.A.

<PAGE>

                   [CLIFTON SAVINGS BANK, S.L.A. LETTERHEAD]

                              AMENDMENT NUMBER ONE

                                       TO

                          CLIFTON SAVINGS BANK, S.L.A.

                               401(k) SAVINS PLAN

                             IN RSI RETIREMENT TRUST
                             -----------------------

Pursuant to section 10.1 of Clifton Savings Bank, S.L.A. 401(k) Savings Plan in
RSI Retirement Trust As Amended and Restated Effective January 1, 1999,
Including Provisions Effective Retroactive to January 1, 1997, and through
January 1, 2001 ("Plan"), the Plan is amended, effective as of January 1, 2002:

1.   ARTICLE II - Section 2.1(b)(ii) shall be amended in its entirety to read as
     follows:

     (ii) Prior to January 1, 2002, attainment of age eighteen (18) and
          commencing on and after January 1, 2002, attainment of age twenty-one
          (21).

2.   ARTICLE III - Section 3.1 shall be amended by adding the following as the
     third sentence thereof and the former third sentence shall follow
     accordingly:

     Commencing January 1, 2002, subject to the limitations set forth in
     Sections 3.2 and 3.12, the amount of reduction authorized by the Eligible
     Employee shall be limited to whole or fractional percentages of
     Compensation and shall not be less than one percent (1%) nor greater than
     twenty five percent (25%).