ASB HOLDING COMPANY
                           AMERICAN SAVINGS BANK OF NJ

                 (Holding Company of American Saving Bank of NJ)

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

         Introduction. This Code of Ethics for Financial Professionals ("Code of
Ethics") applies to the principal executive officer, principle financial officer
and principle  accounting  officer or  controller  of ASB Holding  Company ("ASB
Holding  Company"  or the  "Company")  and  American  Savings  Bank  of NJ,  its
subsidiary  Federal  savings  bank  ("Bank"),  as  well as to any  other  person
performing similar functions ("Senior Financial  Officers").  The Code of Ethics
has been  adopted by the  Company's  Board of  Directors  and is effective as of
July, 2003.

         ASB Holding Company expects its Senior Financial  Officers,  as well as
all of its  directors  and  employees,  to act in  accordance  with the  highest
standards  of  personal  and  professional  integrity  in all  aspects  of their
activities,  to comply with all applicable laws,  rules and regulations,  and to
abide by the  policies  and  procedures  adopted by the  Company and the Bank to
govern  the  conduct  of their  employees.  This Code of Ethics is  intended  to
supplement  the American  Savings Bank of NJ  Personnel  Policies and  Practices
Manual.

         Duties. Each Senior Financial Officer shall:

         o        Engage in and promote  honest and ethical  conduct,  including
                  the  ethical  handling  of actual  or  apparent  conflicts  of
                  interest between personal and professional relationships.

         o        Avoid  conflicts  of  interest  and  potential   conflicts  of
                  interest and disclose to the  Company's  Ethics  Officer or to
                  the Audit  Committee  any  transaction  or  relationship  that
                  reasonably could be expected to give rise to such a conflict.

         o        Produce  full,  fair,  accurate,  timely,  and  understandable
                  disclosure  in reports and  documents  that the Company or its
                  subsidiaries   files   with  the   Securities   and   Exchange
                  Commission,   the  Federal   Deposit   Insurance   Corporation
                  ("FDIC"),  the Office of Thrift  Supervision  (the  "OTS") and
                  other  regulators and in other public  communications  made by
                  the Company or its subsidiaries.

         o        Act on the Company's  behalf in a manner that  complies  with,
                  and take all  reasonable  measures  to  ensure  the  Company's
                  compliance with, all applicable  governmental  laws, rules and
                  regulations.

         o        Take all reasonable measures to protect the confidentiality of
                  non-public  information  about the Company or its subsidiaries
                  and their customers and consumers, to prevent the unauthorized
                  disclosure of such  information  unless required by applicable
                  law or  regulation  or legal  or  regulatory  process,  and to
                  comply in full with the  American  Savings  Bank of NJ Privacy
                  Policy and the American  Savings Bank of NJ Customer  Security
                  Policy.

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         o        Promptly  report any  violation  of this Code of Ethics to the
                  Audit  Committee  or the Ethics  Officer.  A Senior  Executive
                  Officer may choose to remain  anonymous in reporting  possible
                  violations of this Code of Ethics.  No adverse  action will be
                  taken against any person  reporting such matters as the result
                  of making such report.

         Accountability.  The Company's Senior Financial  Officers are on notice
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that they will be held  accountable  for their  adherence to this Code of Ethics
and that their continued  employment by the Company or the Bank depends on their
full compliance  with the policies stated in this Code.  Violations of this Code
of Ethics  may also  constitute  violations  of law and may  result in civil and
criminal penalties for the officers and/or the Company.

         Internal Accounting Controls.  Senior Financial Officers are prohibited
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from directly or indirectly taking any action to fraudulently influence, coerce,
manipulate or mislead the Company's  independent public auditors for the purpose
of rendering the financial statements of the Company misleading.

         A Senior Financial Officer who becomes aware of inadequate  controls or
a failure or circumvention of controls,  or that  transactions,  or other items,
are improperly recorded on the Company's books or records,  must promptly report
the  situation to the Company's  Auditor,  Crowe Chizek & Company LLP, or to the
Audit Committee.

         A Senior  Financial  Officer who is concerned  about an  accounting  or
auditing  matter  involving  the Company  that he believes is  questionable  may
report such matter either to the Ethics  Officer or by written report (which may
be  anonymous)  to one of  the  non-employee  members  of  the  Company's  Audit
Committee.  No adverse  action will be taken against any person  reporting  such
matters as the result of making such report.

         Loans to Senior Financial Officers. The Company will not make any loans
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to Senior Financial  Officers.  All Bank loans to Senior Financial Officers will
comply strictly with the provisions of Section 22(h) of the Federal Reserve Act,
Regulation O of the Federal  Reserve Board,  and  applicable  regulations of the
OTS.

         Waivers.  Waivers  of any  provision  of this Code of  Ethics  shall be
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granted only by the Company's Board of Directors.  The nature of any such waiver
shall be disclosed to the Company's  stockholders  by filing a Current Report on
Form 8-K with the SEC or by providing such disclosure on the Company's  Internet
website.

         Amendments.  This Code of Ethics will be periodically reviewed at least
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annually and revised,  if necessary,  to reflect  changes in  applicable  law or
regulation  and to cover new  ethical  issues as they  arise.  The nature of any
amendment to the Code of Ethics shall be disclosed to the Company's stockholders
by  filing a  Current  Report  on Form 8-K  with  the SEC or by  providing  such
disclosure on the Company's Internet website.

         Ethics Officer; Interpretation.  The Boards of Directors of the Company
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and the Bank have  appointed a joint Ethics  Officer  (referred to herein as the
"Ethics Officer"), who will be responsible for the administration of the Code of
Ethics for the Company and the Bank. Any person who has questions  regarding the
appropriate  course of action in a particular  situation should promptly contact
the Company's Ethics Officer.

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