Standstill Agreement

                                  By and Among

                            Ambanc Holding Co., Inc.

                                       and

                               Lawrence B. Seidman

                              and the Seidman Group

     This  Agreement  is made this 24th day of March,  2000  among  Lawrence  B.
Seidman ("Seidman"), having an office at 100 Misty Lane, Parsippany, New Jersey,
the "Seidman  Group" as that term is defined in paragraph 9, and Ambanc  Holding
Co.,  Inc.("Ambanc"  or the "Company"),  having an office at 11 Division Street,
Amsterdam, New York.

1.       The Board of Directors  of Ambanc  shall take all actions  necessary to
         appoint  Seidman to Ambanc's  Board of Directors for a term  commencing
         immediately  following  the  March  24,  2000  meeting  of the Board of
         Directors  and  ending  at the 2000  Annual  Meeting  of  Stockholders,
         currently  scheduled  to be held  on May  26,  2000.  The  Board  shall
         nominate  Seidman for  election  at the 2000 Annual  Meeting for a term
         expiring  in 2003.  The  Board  shall  solicit  proxies  for  Seidman's
         election  along with the  solicitation  of proxies by the Board for the
         other three nominees nominated by the Board.

2.       Immediately following the Annual Meeting of Stockholders,  Ambanc shall
         take such action as may be necessary  to appoint  Seidman as a director
         of Mohawk Community Bank (the "Bank") for a term comparable to his term
         as a director of Ambanc as set forth in Section 1 of this Agreement.

3.       The Seidman Group,  as defined  below,  shall vote  all stock of Ambanc
         owned or  controlled by any of them as of  the record date for the 2000
         Annual Meeting of Stockholders in favor of  the election of Seidman and
         in favor of the election of the three other  nominees for directorships
         nominated by the Board of Directors,  currently  expected to be John J.
         Daly, Marvin R. Leroy, Jr. and Dr. Ronald S. Tecler.

4.       It is understood that John M. Lisicki is the only current member of the
         Company's  Board of Directors who is eligible to seek reelection to the
         Board in the year 2001.  Therefore,  the  Seidman  Group shall vote all
         stock of Ambanc  owned or  controlled  by any of them as of the  record
         date  for the  2001  Annual  Meeting  of  Stockholders  in favor of the
         reelection of John M. Lisicki as a director of the Company.

5.       The Seidman Group will not acquire any shares of common stock of Ambanc
         which  would  cause  its   percentage   ownership  of  the  issued  and
         outstanding  common stock of Ambanc to exceed 14.9%  through the period
         ended March 31, 2001. The Seidman Group will comply with all regulatory
         requirements  applicable to them in connection  with any acquisition of
         stock in excess of 9.9% of the  outstanding  shares of common  stock of
         the Company. The Seidman Group acknowledges the voting restrictions set
         forth  in   Article   Fourth  C  of  the   Company's   Certificate   of
         Incorporation.

6.       The  Seidman  Group will  not engage in or  support a  solicitation  of
         proxies or other  stockholder  action  in  opposition  to management of
         Ambanc or submit any of their own proposals  for  stockholder  approval
         without  Board  approval  or  otherwise  attempt  to effect a change in
         control  of Ambanc  or  the  corporate  policy  of  Ambanc  that is not
         supported  by a  majority  of  the Board of  Directors.  Subject to the
         provisions of Paragraph 4 to  this Agreement,  this provision shall not
         apply to the nomination of  directors and the  solicitation  of proxies
         for such nominees,  or any  other matter arising, at the Annual Meeting
         of Stockholders to be held in  2001 or thereafter. Nothing contained in
         this paragraph  shall be  interpreted to prohibit  Seidman from voting,
         as a director,  in such  manner as he deems  appropriate  on any matter
         which may come  before  the  Board of  Directors  or any  committee  of
         Ambanc or the Bank, nor  shall the same prohibit him from including, in
         any disclosure made by  Ambanc pursuant to the Securities  Exchange Act
         of 1934, as amended (the "Exchange  Act"), any statement explaining his
         vote if he is required by law  to include such an  explanation  in such
         disclosure.

7.       Seidman & Associates,  LLC will withdraw its nominations of Lawrence B.
         Seidman,  Richard Baer and Dennis  Pollack as directors for election at
         the 2000 Annual Meeting of Stockholders of Ambanc and its request for a
         list of the Company's stockholders all dated as of February 22, 2000.

8.       The Seidman Group concurs that,  subject to whatever  fiduciary  duties
         may exist as required by the Employee  Retirement  Income Security Act,
         as amended,  ESOP shares and shares of restricted stock may be voted in
         accordance with the terms of the plans.

9.       The Seidman Group will not take any  action  indirectly,  or induce any
         other person or entity to take any action  which,  if taken directly by
         the  member  of the  Seidman  Group,  would  be  in  violation  of this
         Agreement,  nor will the  Seidman  Group  take any action  which  would
         reasonably  be  anticipated  to thwart  any of the  provisions  of this
         Agreement. All the members of the  Seidman Group individually,  and all
         members of limited  liability   companies,  partners  of  partnerships,
         stockholders,  directors  and  officers of  corporations,  trustees and
         beneficiaries  of  trusts,   and  other   persons  holding   comparable
         positions in any other entities,  making  up the Seidman Group shall be
         personally  bound by the provisions  of this  Agreement  which by their
         terms are applicable to  the Seidman Group.  The members of the Seidman
         Group   agree  not  to  seek  to   use  the   press  or  other   public
         pronouncements  to publicly  air disputes with the Company  through and
         including March 31, 2001.

10.      The  term "the Seidman  Group" shall mean  Seidman &  Associates,  LLC,
         Seidman  Investment  Partnership,  L.P., Seidman Investment Partnership
         II,  L.P.,  Seidman  & Associates  II, LLC,  Kerrimatt,  L.P.,  Federal
         Holdings,  LLC,  Dennis   Pollack,  Lawrence  B.  Seidman,  Lawrence B.
         Seidman Clients, Veteri  Place Corp., Richard Greenberg, Sonia Seidman,
         Melissa Baer, Richard Baer,  Seidecal  Associates,  LLC and Brant Cali.
         The  foregoing   represents   a  complete  and  accurate  list  of  all
         "affiliates"  and "associates"  of Seidman as such terms are defined in
         Rule 405 under the  Securities  Act  of 1933, as amended,  or with whom
         Seidman  may be  "acting  in  concert"  as  such term is  defined in 12
         C.F.R.  Section  574.2(c).  The terms and  conditions of this Agreement
         shall be binding upon all parties  who  subsequently  become members of
         the Seidman Group and  their respective  successors.  The Seidman Group
         will strictly comply with  all reporting requirements  applicable to it
         under the Exchange Act and  will adhere to Company trading policies and
         procedures  with respect to  trading in the Company's stock to the same
         extent as all directors and  executive officers of the Company.

11.      As of the date of this Agreement,  the Seidman Group beneficially owns
         117,442 shares of Ambanc common stock.

12.      Ambanc  and  Seidman  shall  agree  with each  other as to the form and
         substance  of any  press  release  related  to  this  Agreement  or the
         transactions contemplated hereby, and consult with each other as to the
         form and substance of other public  disclosures which may relate to the
         transactions  contemplated by this Agreement,  provided,  however, that
         nothing  contained  herein  shall  prohibit  either  party,   following
         notification  to the other party,  from making any disclosure  which is
         required by law or regulation.

13.      Seidman  hereby  represents  and warrants  that he has the authority to
         bind all of the members of the Seidman Group to this Agreement and that
         by his  signature  below he binds himself and all of such other members
         of the Seidman Group.

                                   AMBANC HOLDING CO., INC.

                          By:      /s/ John M. Lisicki
                                   ------------------------------------
                                   John M Lisicki
                                   President and Chief Executive Officer

                                   THE SEIDMAN GROUP

                          By:      /s/ Lawrence B. Seidman
                                   ------------------------------------
                                   Lawrence B. Seidman, personally and
                                   as agent for the persons and entities
                                   named in  paragraph  10,  other than
                                   those who  separate signatures are
                                   provided below
                                   /s/ Dennis Pollack
                                   ------------------------------------
                                   Dennis Pollack