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
15, 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.


<PAGE>

     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 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 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 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 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
     ----------
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 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.

                                        2