ASB HOLDING COMPANY
                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT, is effective this 1st day of January 2003, (hereinafter
the  ("Effective  Date") by and  between ASB Holding  Company,  Bloomfield,  New
Jersey  (hereinafter  the  "Company")  and  Joseph  Kliminski  (hereinafter  the
"Executive").

                                   WITNESSETH

         WHEREAS, the Executive has heretofore been employed by American Savings
Bank  of NJ (the  "Savings  Bank")  and  the  Company  as the  President  and is
experienced in all phases of the business of the Savings Bank; and

         WHEREAS, the Company desires to be ensured of the Executive's continued
active participation in the business of the Company; and

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the Company and in  consideration  of the Executive's  agreeing to remain in the
employ of the Company,  the parties desire to specify the continuing  employment
relationship between the Company and the Executive;

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements herein contained, the parties hereby agree as follows:

         1. Employment. The Company hereby employs the Executive in the capacity
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of President.  The Executive hereby accepts said employment and agrees to render
such  administrative  and  management  services to the Company as are  currently
rendered  and as are  customarily  performed  by persons  situated  in a similar
executive capacity. The Executive shall promote the business of the Company. The
Executive's other duties shall be such as the Board of Directors for the Company
(the "Board of Directors" or "Board") may from time to time  reasonably  direct,
including normal duties as an officer of the Company.

         2. Term of Employment.  The term of employment of Executive  under this
            ------------------
Agreement  shall be for the period  commencing on the Effective  Date and ending
thirty-six (36) months thereafter (hereinafter the "Term"). Additionally, on, or
before,  each  annual  anniversary  date from the  Effective  Date,  the Term of
employment under this Agreement shall be extended for up to an additional period
beyond the then effective expiration date upon a determination and resolution of
the  Board  of  Directors  that the  performance  of the  Executive  has met the
requirements  and  standards of the Board,  and that the Term of such  Agreement
shall be extended annually for an additional year so that the contract is always
for a  thirty-six  (36)  month  term.  References  herein  to the  Term  of this
Agreement shall refer both to the initial term and successive terms.

<PAGE>

         3. Compensation, Benefits and Expenses.
            ------------------------------------

               (a)  Base  Salary.  The  Company  shall  compensate  and  pay the
Executive during the Term of this Agreement a minimum base salary at the rate of
$250,000 per annum  (hereinafter  the "Base  Salary"),  payable in cash not less
frequently  than  monthly;  provided,  that  the  rate of such  salary  shall be
reviewed  by the  Board of  Directors  not less  often  than  annually,  and the
Executive shall be entitled to receive  increases at such percentages or in such
amounts as  determined  by the Board of  Directors.  The Base  Salary may not be
decreased without the Executive's express written consent. The Base Salary shall
be offset by any Base Salary paid to the Executive by the Savings Bank.

               (b)  Discretionary  Bonus.  The  Executive  shall be  entitled to
participate in an equitable manner with all other senior management employees of
the Company in discretionary  bonuses that may be authorized and declared by the
Board of Directors to its senior  management  executives  from time to time.  No
other  compensation  shall be deemed a substitute for the  Executive's  right to
participate in such discretionary bonuses and as declared by the Board.

               (c)  Participation in Benefit and Retirement Plans. The Executive
shall be entitled to  participate in and receive the benefits of any plan of the
Company which may be or may become applicable to senior  management  relating to
pension  or other  retirement  benefit  plans,  supplementary  retirement  plan,
profit-sharing,  stock options or incentive plans, or other plans,  benefits and
privileges  given to employees  and  executives  of the  Company,  to the extent
commensurate with his then duties and responsibilities, as fixed by the Board of
Directors of the Company.

               (d)  Participation in Medical Plans and Insurance  Policies.  The
Executive  shall be entitled to  participate  in and receive the benefits of any
plan or policy of the Company  which may be or may become  applicable  to senior
management relating to life insurance, short and long term disability,  medical,
dental, eye-care,  prescription drugs or medical reimbursement plans. During the
term of the Executive's  employment with the Company, the Executive's  dependent
family may participate in such programs,  with the cost of premiums paid in part
by the Company and by the Executive in accordance  with policies  established by
the Board of Directors.  Additionally,  upon  termination  without cause or as a
result of a change in control,  the Executive and Executive's  dependent  family
shall be eligible to participate in medical and dental insurance plans sponsored
by the Company with the total cost of such  premiums paid by the Company for the
remainder of this Agreement.

               (e) Vacations and Sick Leave.  The Executive shall be entitled to
paid annual vacation leave in accordance  with the policies as established  from
time to time by the Board of Directors,  which shall,  in no event, be less than
six weeks per annum.  The  Executive  shall also be  entitled  to an annual sick
leave benefit as established by the Board for senior management employees of the
Company.



<PAGE>



               (f)  Expenses.  The Company  shall  reimburse  the  Executive  or
otherwise provide for or pay for or pay for all reasonable  expenses incurred by
the  Executive in  furtherance  of, or in connection  with,  the business of the
Company,  including,  but not by way of limitation,  premium  country club dues,
automobile and traveling expenses,  and all reasonable  entertainment  expenses,
subject  to  such  reasonable  documentation  and  other  limitations  as may be
established by the Board of Directors of the Company. If such expenses are paid,
in the first  instance,  by the  Executive,  the  Company  shall  reimburse  the
Executive therefor.

               (g)  Automobile.  The Company will provide the Executive  with an
automobile for business use. Upon termination of employment of the Executive for
any reason other than Just Cause,  the Company will transfer  title of ownership
of such  automobile to the Executive and the Executive  will pay any  applicable
taxes. It is expected that if the Company is leasing the automobile, the Company
will exercise the purchase option to buy the automobile.

               (h) Changes in Benefits.  The Company  shall not make any changes
in such plans,  benefits or privileges previously described in Section 3(c), (d)
and (e)  which  would  adversely  affect  the  Executive's  rights  or  benefits
thereunder,  unless such change occurs  pursuant to a program  applicable to all
executive  officers  of the  Company  and does not  result in a  proportionately
greater  adverse  change in the  rights of, or  benefits  to the  Executive,  as
compared  with any other  executive  officer  of the  Company.  Nothing  paid to
Executive under any plan or arrangement presently in effect or made available in
the  future  shall be deemed to be in lieu of the salary  payable  to  Executive
pursuant to Section 3(a) hereof.

         4. Loyalty; Noncompetition.

               (a) The Executive shall devote his full time and attention to the
performance  of his  employment  under  this  Agreement.  During the term of the
Executive's  employment under this Agreement,  the Executive shall not engage in
any business or activity  contrary to the  business  affairs or interests of the
Company.

               (b)  Nothing  contained  in this  Section  4 shall be  deemed  to
prevent or limit the right of Executive to invest in the capital  stock or other
securities of any business dissimilar from that of the Company,  or, solely as a
passive or minority investor, in any business.

         5. Standards.  During the term of this  Agreement,  the Executive shall
perform his duties in  accordance  with such  reasonable  standards  expected of
executives with comparable  positions in comparable  organizations and as may be
established from time to time by the Board of Directors.

         6.  Termination and Termination  Pay. The Executive's  employment under
this Agreement shall be terminated upon any of the following occurrences:



<PAGE>



               (a) The death of the Executive during the Term of this Agreement,
in  which  event  the  Executive's  estate  shall be  entitled  to  receive  the
compensation  due the  Executive  through the last day of the calendar  month in
which Executive's death shall have occurred.

               (b)  The  Board  of  Directors  may  terminate  the   Executive's
employment at any time, but any termination by the Board of Directors other than
termination  for Just  Cause,  shall not  discharge  or  release  the  Company's
obligation to pay or in any manner impair the Executive's  right to compensation
or other benefits  under this  Agreement.  The Executive  shall have no right to
receive  compensation  or other  benefits for any period after  termination  for
"Just Cause".  The Board may, within its sole discretion,  acting in good faith,
terminate  the  Executive  for  Just  Cause  and  shall  notify  such  Executive
accordingly.  Termination for "Just Cause" shall include  termination because of
the Executive's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of the Agreement.

               (c) Except as provided pursuant to Section 9 hereof, in the event
Executive's  employment  under  this  Agreement  is  terminated  by the Board of
Directors  without Just Cause, the Company shall be obligated to continue to pay
the  Executive  the salary  provided  pursuant  to Section  3(a) for a period of
thirty-six  (36) months  thereafter,  and the cost of  Executive  obtaining  all
health,  life,  disability,  and other  benefits  which the  Executive  would be
eligible  to  participate  in through  such date based upon the  benefit  levels
substantially equal to those being provided Executive at the date of termination
of employment.

               (d) The voluntary termination by the Executive during the Term of
this  Agreement  with the delivery of no less than 60 days written notice to the
Board of  Directors,  other than  pursuant  to Section  9(b),  in which case the
Executive shall be entitled to receive only the compensation, vested rights, and
all employee benefits up to the date of such termination.

         7.  Regulatory  Exclusions.  Notwithstanding  anything  herein  to  the
contrary,  any payments  made to the  Executive  pursuant to the  Agreement,  or
otherwise,  shall be  subject to and  conditioned  upon  compliance  with 12 USC
ss.1828(k) and any regulations promulgated thereunder.



<PAGE>



         8. Disability.  If the Executive shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of Directors, the Company will pay Executive, as disability
pay, a weekly payment equal to one hundred percent (100%) of Executive's  weekly
rate of Base Salary, on the effective date of such termination. These disability
payments shall commence on the effective  date of  Executive's  termination  and
will end on the  earlier  of (i) the date  Executive  returns  to the  full-time
employment of the Company in the same  capacity as he was employed  prior to his
termination  for  Disability  and pursuant to an  employment  agreement  between
Executive  and the Company;  (ii)  Executive's  full-time  employment by another
employer;  (iii)  Executive's  death;  or (iv)  the  expiration  of the  term of
Executive's  disability  insurance policy at age 65 as currently provided by the
Company.  Such benefits noted herein shall be reduced by any benefits  otherwise
provided to the Executive  during such period under the provisions of disability
insurance  coverage in effect for the Executive  paid by the Company.  It is the
intent  of both  parties  that such  benefits  shall be paid  two-thirds  by the
Executive's  existing disability  insurance policy and one-third by the Company.
Thereafter,  Executive  shall be  eligible to receive  benefits  provided by the
Company, if any, under the provisions of disability insurance coverage in effect
for Company  employees.  Upon  returning  to active  full-time  employment,  the
Executive's full compensation as set forth in this Agreement shall be reinstated
as of the  date of  commencement  of such  activities.  In the  event  that  the
Executive returns to active employment on other than a full-time basis, then his
compensation  (as set forth in Section 3(a) of this Agreement)  shall be reduced
in proportion  to the time spent in said  employment,  or as shall  otherwise be
agreed to by the parties.

         9. Change in Control.

               (a) Notwithstanding any provision herein to the contrary,  in the
event of the involuntary  termination of Executive's  employment during the Term
of this  Agreement  following  any  Change in  Control  of the  Savings  Bank or
Company,  or within 24 months thereafter of such Change in Control,  absent Just
Cause, Executive shall be paid an amount equal to the product of 2.999 times the
Executive's  "base  amount" as defined in  Section  280G(b)(3)  of the  Internal
Revenue  Code of 1986,  as amended  (hereinafter  the  "Code")  and  regulations
promulgated  thereunder.  Said sum shall be paid,  at the  option of  Executive,
either  in one (1) lump sum  within  thirty  (30)  days of such  termination  of
service or in periodic payments over the next 36 months or the remaining term of
this  Agreement,  whichever is less, as if  Executive's  employment had not been
terminated,  and such  payments  shall be in lieu of any other  future  payments
which the  Executive  would be otherwise  entitled to receive under Section 6 of
this Agreement.  Notwithstanding the forgoing,  all sums payable hereunder shall
be reduced in such manner and to such  extent  that the Savings  Bank shall make
payments to the Executive  under the  Employment  Agreement  between the Savings
Bank and the Executive upon such termination of employment.  Notwithstanding the
forgoing, all sums payable hereunder shall be reduced in such manner and to such
extent so that no such payments made  hereunder when  aggregated  with all other
payments to be made to the Executive by the Savings Bank or the Company shall be
deemed an "excess parachute payment" in accordance with Section 280G of the Code
and be subject to the excise  tax  provided  at Section  4999(a) of the Code The
term  "Change in  Control"  shall  refer to (i) the  control  of voting  proxies
whether related to stockholders or mutual members by any person,  other than the
Board  of  Directors  of the  Savings  Bank,  to  direct  more  than  25% of the
outstanding  votes of the Savings  Bank by any person or by persons  acting as a
group  within the meaning of Section  13(d) of the Exchange  Act;  (ii) an event
whereby the OTS, FDIC or any other  department,  agency or  quasi-agency  of the
federal  government  cause or bring  about,  without  the consent of the Savings
Bank, a change in the corporate  structure or  organization of the Savings Bank;
(iii) an event whereby the OTS, FDIC or any other agency or  quasi-agency of the
federal  government  cause or bring  about,  without  the consent of the Savings
Bank, a taxation or involuntary  distribution  of retained  earnings or proceeds
from the sale of securities to depositors,  borrowers,  any government agency or
organization  or civic or  charitable  organization;  or (iv) a merger  or other
business  combination  between the Savings  Bank and  another  corporate  entity
whereby the Savings Bank is not the surviving entity.



<PAGE>



               The term "Change in Control" shall also refer to: (i) the sale of
all, or a material  portion,  of the assets of the Savings  Bank or the Company;
(ii) the merger or  recapitalization  of the Savings Bank or the Company whereby
the Savings Bank or the Company is not the surviving  entity;  (iii) a change in
control of the Savings Bank or the Company,  as otherwise  defined or determined
by the Office of Thrift  Supervision or  regulations  promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding  voting  securities of the Savings Bank
or the Company by any person, trust, entity or group. The term "person" means an
individual  other than the  Executive,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization  or any other  form of entity not  specifically  listed  herein.  A
Change in Control shall not include a transaction whereby American Savings,  MHC
shall  merge into the  Company  or the  Savings  Bank and a new  parent  holding
company of the Company or the Savings Bank is formed.

                  (b)  Notwithstanding  any other provision of this Agreement to
the contrary, Executive may voluntarily terminate his employment during the Term
of this  Agreement  following  a Change in  Control of the  Savings  Bank or the
Company, or within twenty-four (24) months following such Change in Control, and
Executive  shall  thereupon  be entitled to receive  the  payment  described  in
Section  9(a) of this  Agreement,  upon  the  occurrence,  or  within  120  days
thereafter,  of any of the following events, which have not been consented to in
advance by the Executive in writing:  (i) if Executive would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five (35) miles from the Executive's  primary office as of the signing of
this  Agreement;  (ii)  if in  the  organizational  structure  of  the  Company,
Executive  would be  required  to report to a person or  persons  other than the
Board of Directors of the Company;  (iii) if the Company should fail to maintain
Executive's base  compensation in effect as of the date of the Change in Control
and the existing  employee  benefits plans,  including  material fringe benefit,
stock option and retirement  plans;  (iv) if Executive  would be assigned duties
and  responsibilities  other than those normally associated with his position as
referenced  at  Section  1,  herein;  (v)  if  Executive's  responsibilities  or
authority  have in any way been  materially  diminished  or reduced;  or (vi) if
Executive would not be reelected to the Board of Directors of the Company.

         10. Source of Payments.  All payments  provided in this Agreement shall
be timely  paid in cash or check  from the  general  funds of the  Company.  The
Company  unconditionally  guarantees  payment and  provision  of all amounts and
benefits due hereunder to Executive.



<PAGE>



         11.  Withholding.  All  payments  required  to be made  by the  Company
hereunder to the Executive  shall be subject to the withholding of such amounts,
if  any,  relating  to tax and  other  payroll  deductions  as the  Company  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

         12.  Payment of Costs and Legal Fees.  All  reasonable  costs and legal
fees paid or  incurred  by  Executive  pursuant  to any  dispute or  question of
interpretation  relating to this  Agreement  shall be paid or  reimbursed by the
Company if Executive is successful pursuant to a legal judgement, arbitration or
settlement.

         13. Successors and Assigns.

                  (a)  This  Agreement  shall  inure  to the  benefit  of and be
binding  upon any  corporate  or other  successor  of the  Company  which  shall
acquire,  directly  or  indirectly,  by  merger,   consolidation,   purchase  or
otherwise, all or substantially all of the assets or stock of the Company.

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

                  (c)  Since the  Company  is  contracting  for the  unique  and
personal  skills  of the  Executive,  the  Executive  shall  be  precluded  from
assigning or delegating his rights or duties  hereunder  without first obtaining
the written consent of the Company.

         14.      Indemnification.

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

                  (b) Any payments made to Executive pursuant to this Section 14
are subject to and conditioned  upon  compliance with 12 C.F.R.  Section 545.121
and any rules or regulations promulgated thereunder.



<PAGE>



         15. Amendment: Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing,  signed by the  Executive  and such  officer or  officers as may be
specifically  designated by the Board of Directors of the Company to sign on its
behalf.  No waiver by any  party  hereto at any time of any  breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time.

         16.  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement shall be governed by the laws of the United States
where  applicable  and  otherwise  by the  substantive  laws of the State of New
Jersey.

         17. Nature of  Obligations.  Nothing  contained  herein shall create or
require the Company to create a trust of any kind to fund any benefits which may
be payable  hereunder,  and to the extent that the Executive acquires a right to
receive benefits from the Company hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company.

         18. Headings.  The section headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         19.  Severability.  The  provisions of this  Agreement  shall be deemed
severable  and the  invalidity  or  unenforceability  of any  provision  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement, which shall remain in full force and effect.

         20. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association ("AAA") nearest to the home office of the Company,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extent  that the parties  may  otherwise  reach a mutual
settlement  of such  issue.  Furthermore,  the  settlement  of the dispute to be
approved  by  the  Board  of  the  Company  may  include  a  provision  for  the
reimbursement  by the  Company to the  Executive  for all  reasonable  costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  or  the  Board  of the  Company  may  authorize  such
reimbursement  of such  reasonable  costs and expenses by separate action upon a
written  action  and  determination  of the Board  following  settlement  of the
dispute.  Such  reimbursement  shall be paid  within ten (10) days of  Executive
furnishing  to the  Company  evidence,  which  may be in the form,  among  other
things,  of a canceled  check or receipt,  of any costs or expenses  incurred by
Executive.



<PAGE>



         21. Confidential  Information.  The Executive  acknowledges that during
his  employment  he will  learn  and have  access  to  confidential  information
regarding   the  Company  and  its   customers   and   businesses   (hereinafter
"Confidential Information").  The Executive agrees and covenants not to disclose
or use for his own benefit,  or the benefit of any other  person or entity,  any
such  Confidential  Information,  unless or until the  Company  consents to such
disclosure or use or such  information  becomes common knowledge in the industry
or is otherwise legally in the public domain.  The Executive shall not knowingly
disclose  or reveal to any  unauthorized  person  any  Confidential  Information
relating to the Company,  or any  subsidiaries  or affiliates,  or to any of the
businesses  operated by them, and the Executive  confirms that such  information
constitutes  the  exclusive  property of the Company.  The  Executive  shall not
otherwise  knowingly act or conduct himself (a) to the material detriment of the
Company,  or its  subsidiaries,  or  affiliates,  or (b) in a  manner  which  is
inimical or contrary to the interests of the Company. Executive acknowledges and
agrees  that the  existence  of this  Agreement  and its  terms  and  conditions
constitutes  Confidential  Information of the Company,  and the Executive agrees
not to disclose the Agreement or its contents  without the prior written consent
of the Company. Notwithstanding the foregoing, the Company reserves the right in
its sole  discretion to make  disclosure of this Agreement as it deems necessary
or appropriate in compliance with its regulatory reporting requirements.

         22. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.