CLIFTON SAVINGS BANCORP INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>clifton10kexb10-5.txt
<TEXT>
<PAGE> 1


                                                                    EXHIBIT 10.5


                          CLIFTON SAVINGS BANK, S.L.A.
                              EMPLOYMENT AGREEMENT

This AGREEMENT ("Agreement") is hereby entered into as of March 17, 2004, by and
between  Clifton  Savings  Bank,  S.L.A.  (the "Bank"),  a New  Jersey-chartered
financial  institution,  with its principal  offices at 1433 Van Houten  Avenue,
Clifton,  New Jersey,  07015, Clifton Savings Bancorp,  Inc. (the "Company"),  a
federally-chartered corporation and the holding company of the Bank, and John A.
Celentano, Jr. ("Executive").

WHEREAS,  the Bank  desires to  continue  to assure  itself of the  services  of
Executive for the period provided for in this Agreement; and

WHEREAS, Executive and the Board of Directors of the Bank desire to enter into a
new  employment  agreement  setting  forth  the  terms  and  conditions  of  the
continuing  employment of Executive and the related  rights and  obligations  of
each of the parties.

NOW,  THEREFORE,  in  consideration  of the promises and mutual covenants herein
contained, it is agreed as follows:

1.   POSITION AND RESPONSIBILITIES.

(a) During the period of Executive's employment under this Agreement,  Executive
agrees  to serve as  Chairman  of the Board of the Bank.  Executive  shall  have
responsibility  for the  general  management  and  control of the  business  and
affairs of the Bank and its  affiliates,  and shall perform all duties and shall
have all powers  which are  commonly  incident to the offices of Chairman of the
Board or which,  consistent with that office,  are delegated to him by the Board
of Directors of the Bank (the "Board of Directors").

(b) During the period of Executive's employment under this Agreement, except for
periods of absence  occasioned by illness,  vacation,  and reasonable  leaves of
absence,  Executive  shall  devote  substantially  all  of  his  business  time,
attention,  skill and efforts to the  faithful  performance  of his duties under
this Agreement,  including  activities and services related to the organization,
operation  and  management  of  the  Bank  and  its   affiliates,   as  well  as
participation  in community,  professional  and civic  organizations;  provided,
however,  that,  with the approval of the Board of Directors,  as evidenced by a
resolution of the Board of Directors, from time to time, Executive may serve, or
continue to serve,  on the boards of directors of, and hold any other offices or
positions in, companies or organizations, which, in the judgment of the Board of
Directors,  will not  present  any  conflict  of  interest  with the Bank or its
affiliates,  or materially affect the performance of Executive's duties pursuant
to this Agreement.


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(c) The Bank  will  furnish  Executive  with the  working  facilities  and staff
customary  for  executive  officers  with the title and duties set forth in this
Agreement and as are  necessary  for him to perform his duties.  The location of
such  facilities and staff shall be at the principal  administrative  offices of
the Bank.

2.   TERM OF EMPLOYMENT.

(a) The term of this Agreement shall be (i) the initial term,  consisting of the
period  commencing  on the date of this  Agreement  (the  "Effective  Date") and
ending on the third  anniversary  of the Effective  Date,  plus (ii) any and all
extensions of the initial term made pursuant to this Section 2.

(b)  Commencing on the first  anniversary  of the Effective  Date and as of each
anniversary thereafter,  the disinterested members of the Board of Directors may
renew the term of this  Agreement for an  additional  one (1) year period beyond
the then effective expiration date, provided that Executive shall not have given
at least  sixty (60)  days'  written  notice of his desire  that the term not be
renewed.

(c) Notwithstanding anything contained in this Agreement to the contrary, either
Executive or the Bank may terminate Executive's  employment with the Bank at any
time during the term of this  Agreement,  subject to the terms and conditions of
this Agreement.

3.   COMPENSATION AND BENEFITS.

(a) BASE  SALARY.  The Bank  agrees  to pay  Executive  during  the term of this
Agreement a base salary at the rate of $347,438 per annum, payable in accordance
with the Bank's customary payroll practices.  The Board of Directors of the Bank
shall  review  annually the rate of  Executive's  base salary based upon factors
they deem relevant, and may maintain or increase his base salary,  provided that
no such action  shall reduce the rate of base salary below the rate in effect on
the  Effective  Date.  In the  absence  of  action  by the  Board of  Directors,
Executive  shall  continue  to  receive  a base  salary  at the per  annum  rate
specified on the Effective Date or, if another rate has been  established  under
the  provisions of this Section 3, the rate last properly  established by action
of the Board of Directors.

(b)  INCENTIVE  COMPENSATION.  Executive  shall be  entitled to  participate  in
discretionary bonuses or other incentive compensation programs that the Board of
Directors may award from time to time to senior management employees pursuant to
bonus plans, or otherwise.

(c)  AUTOMOBILE  AND  CELLULAR  PHONE.  The  Company or the Bank  shall  provide
Executive with, and Executive shall have the primary use of, an automobile owned
or leased by the  Company or the Bank and the  Company or the Bank shall pay (or
reimburse Executive) for all expenses of insurance, registration,  operation and
maintenance of the automobile.  Executive shall comply with reasonable reporting
and expense  limitations  on the use of such  automobile,  as the Company or the
Bank may establish from time to time, and the Company or the Bank shall annually
include on Executive's Form W-2 any amount attributable to Executive's  personal
use


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of such automobile.  The Company or the Bank shall also provide Executive with a
cellular  phone  and  shall  pay (or  reimburse)  Executive  for all  reasonable
expenses related to the business use of such phone.

(d) VACATION AND  HOLIDAYS.  Executive  shall take  vacation at a time  mutually
agreed upon by the Bank and Executive.  Executive  shall receive his base salary
and other benefits during periods of vacation.  Executive shall also be entitled
to paid legal holidays in accordance with the policies of the Bank.

(e) OTHER EMPLOYEE  BENEFITS.  In addition to any other compensation or benefits
provided for under this  Agreement,  Executive  shall be entitled to continue to
participate in any employee  benefit plans,  arrangements and perquisites of the
Bank in which he participated or was eligible to participate as of the Effective
Date.  Executive shall also be entitled to participate in any employee  benefits
or perquisites the Bank offers to full-time employees or executive management in
the future. The Bank will not, without  Executive's prior written consent,  make
any changes in such plans,  arrangements  or perquisites  which would  adversely
affect  Executive's rights or benefits  thereunder without separately  providing
for an arrangement that ensures Executive  receives or will receive the economic
value that Executive  would  otherwise lose as a result of such adverse  effect.
Without  limiting the generality of the foregoing  provisions of this paragraph,
Executive  shall be entitled to  participate  in or receive  benefits  under all
plans  relating to stock  options,  restricted  stock awards,  stock  purchases,
pension,  profit sharing,  employee stock  ownership,  supplemental  retirement,
directors'  retirement,  group  life  insurance,  medical  and other  health and
welfare coverage that are made available by the Bank at the Effective Time or at
any time in the future  during the term of this  Agreement,  subject to and on a
basis consistent with, the terms,  conditions and overall administration of such
plans and arrangements.

4.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) Upon the occurrence of an Event of Termination  (as herein  defined)  during
Executive's  term of employment  under this  Agreement,  the  provisions of this
Section  4 shall  apply.  Unless  Executive  otherwise  agrees,  as used in this
Agreement,  an "Event of Termination"  shall mean and include any one or more of
the  following:  (i)  the  termination  by the  Bank  of  Executive's  full-time
employment for any reason other than a termination governed by Section 7 of this
Agreement;  or (ii) Executive's  resignation from the Bank, upon, any (A) notice
to  Executive  of  non-renewal  of the term of this  Agreement;  (B)  failure to
reappoint Executive as Chairman of the Board; (C) material change in Executive's
function,  duties or  responsibilities  with the Bank or its  affiliates,  which
change  would cause  Executive's  position  to become of lesser  responsibility,
importance  or scope from the  position  and  attributes  thereof  described  in
Section 1 of this  Agreement;  (D) relocation of Executive's  principal place of
employment  by more  than  twenty-five  (25)  miles  from  its  location  at the
Effective  Date of this  Agreement;  (E) material  reduction in the benefits and
perquisites  provided to Executive from those being provided as of the Effective
Date of this  Agreement;  (F)  liquidation  or dissolution of the Company or the
Bank;  or (G)  breach of this  Agreement  by the Bank or the  Company.  Upon the
occurrence of any event described in clauses (A) through (G),  above,  Executive
shall  have the right to  terminate  his  employment  under  this  Agreement  by
resignation  upon not less than sixty  (60) days'  prior



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written notice given within six (6) full calendar  months after the event giving
rise to Executive's right to elect to terminate his employment.

(b) Upon Executive's  termination of employment in accordance with paragraph (a)
of this  Section  4, as of the Date of  Termination,  as defined in Section 8 of
this Agreement,  the Bank shall be obligated to pay Executive,  or, in the event
of  his  death   following  the  Date  of   Termination,   his   beneficiary  or
beneficiaries, or his estate, as the case may be, an amount equal to the sum of:
(i) the base  salary  and  incentive  compensation  that would have been paid to
Executive for the remaining  term of this Agreement had the Event of Termination
not occurred  (based on  Executive's  then current base salary and most recently
paid or  accrued  bonus at the time of the Event of  Termination)  plus (ii) the
value, as calculated by a recognized firm customarily performing such valuation,
of any stock options which, as of the Date of Termination,  have been granted to
Executive but are not  exercisable  by Executive and the value of any restricted
stock awards which have been granted to Executive,  but in which  Executive does
not  have  a  non-forfeitable  or  fully-vested  interest  as  of  the  Date  of
Termination  plus (iii) the value of all employee  benefits that would have been
provided to Executive for the remaining  term of this Agreement had the Event of
Termination  not  occurred,  based on the  most  recent  level of  contribution,
accrual or other participation by or on behalf of Executive.  At the election of
Executive,  which election is to be made prior to the Date of Termination,  such
payments  shall be made in a lump sum.  In the event that no  election  is made,
payment to  Executive  will be made on a monthly  basis in  approximately  equal
installments  during  the  remaining  unexpired  term  of this  Agreement.  Such
payments shall not be reduced in the event  Executive  obtains other  employment
following termination of employment.

(c) In addition to the payments provided for in paragraph (b) of this Section 4,
upon Executive's  termination of employment in accordance with the provisions of
paragraph  (a) of this  Section  4, to the extent  that the  Company or the Bank
continues to offer any life,  medical,  health,  disability or dental  insurance
plan or arrangement in which Executive or his dependents  participates as of the
date of the Event of Termination  (each being a "Welfare  Plan"),  Executive and
his covered  dependents  shall  continue  participating  in such Welfare  Plans,
subject  to the same  premium  contributions  on the part of  Executive  as were
required  immediately prior to the Event of Termination until the earlier of (i)
his death; (ii) his employment by another employer other than one of which he is
the majority owner; or (iii) the end of the remaining term of this Agreement. If
the Company or the Bank does not offer the  Welfare  Plans at any time after the
Event of Termination,  then the Company or the Bank shall provide Executive with
a payment  equal to the  premiums  for such  benefits  for the period which runs
until the  earlier of (i) his death;  (ii) his  employment  by another  employer
other  than one of  which  he is the  majority  owner;  or (iii)  the end of the
remaining term of this Agreement.


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5.   CHANGE IN CONTROL.

(a) For purposes of this Agreement, a "Change in Control" of the Bank or Company
shall mean one of the following events:  (i) there occurs a change in control of
the Bank,  as  defined  or  determined  either  by the  Bank's  primary  federal
regulator or under regulations  promulgated by such regulator;  (ii) as a result
of, or in  connection  with,  a merger or other  business  combination,  sale of
assets or contested election,  the persons who were directors of the Bank before
such  transaction  or event  cease to  constitute  a  majority  of the  Board of
Directors  of the  Bank  or its  successor;  (iii)  the  Bank  transfers  all or
substantially all of its assets to another corporation or entity which is not an
affiliate  of the Bank;  (iv) the Bank is merged or  consolidated  with  another
corporation  or entity and, as a result of such  merger or  consolidation,  less
than 60% of the equity  interest in the  surviving or resulting  corporation  is
owned by the former  shareholders  or  depositors  of the Bank;  (v) the Company
merges  into  or  consolidates  with  another  corporation,  or  merges  another
corporation  into the  Company  and,  as a result,  less than a majority  of the
combined voting power of the resulting corporation  immediately after the merger
or  consolidation  is held by  persons  who  were  stockholders  of the  Company
immediately  before the merger or  consolidation;  (vi) the Company files, or is
required to file, a report on Schedule 13D, or another form or schedule required
under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, disclosing
that the filing  person or  persons  acting in  concert  has or have  become the
beneficial  owner(s)  of  25%  or  more  of a  class  of  the  Company's  voting
securities,  except for beneficial  ownership of Company voting shares held in a
fiduciary capacity by an entity of which the Company directly or indirectly owns
50% or more of its outstanding voting securities; (vii) during any period of two
consecutive  years,  individuals who constitute the Company's Board of Directors
at the  beginning of the two-year  period cease for any reason to  constitute at
least  a  majority  thereof,  provided  that  any  person  becoming  a  director
subsequent to the date hereof whose  election was approved by a vote of at least
two-thirds  (?) of the  directors  who were  directors  at the  beginning of the
two-year period shall be deemed to have also been a director at the beginning of
such period;  or (viii) the Company sells to a third party all or  substantially
all of its assets.

(b)  If any of the  events  described  in  paragraph  (a)  of  this  Section  5,
constituting  a Change in  Control,  have  occurred  or the  Board of  Directors
determines that a Change in Control has occurred, Executive shall be entitled to
the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon
his  termination  of employment at any time during the term of this Agreement on
or after the date the Change in Control occurs due to (i) Executive's dismissal,
(ii) Executive's  resignation  following any demotion,  loss of title, office or
significant  authority or  responsibility,  reduction in annual  compensation or
benefits  or  relocation  of his  principal  place of  employment  by more  than
twenty-five  (25) miles  from its  location  immediately  prior to the Change in
Control, or (iii) Executive's resignation for any reason within ninety (90) days
of the effective date of a Change in Control,  unless Executive's termination is
for Just Cause as defined in  Section 7 of this  Agreement;  provided,  however,
that such benefits shall be reduced by any payments made under Section 4 of this
Agreement.

(c)  Upon  the  occurrence  of a  Change  in  Control  followed  by  Executive's
termination of  employment,  as provided for in paragraph (b) of this Section 5,
the Bank  shall pay  Executive,  or


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in the event of his subsequent death, his beneficiary or  beneficiaries,  or his
estate, as the case may be, as severance pay or liquidated damages, or both, the
greater  of the  payments  and  benefits  due  for  the  remaining  term  of the
Agreement,  pursuant to the provisions of Section 4 of this agreement,  or three
(3) times the sum of the following items:

         (i) the  average  of any  taxable  income  included  by the Bank or the
         Company on Executive's Form W-2 or reflected on a Form 1099 provided by
         the Bank or the Company to Executive, excluding: A) income attributable
         to  Executive's  exercise of a  non-statutory  stock option;  B) income
         related to Executive's  disqualifying disposition of an incentive stock
         option to acquire  Company  common stock;  or C) income  related to the
         distribution of benefits under any  tax-qualified or  non-tax-qualified
         retirement or deferred  compensation  plan or arrangement  sponsored by
         the Company or the Bank  (including  the Clifton  Savings Bank,  S.L.A.
         Amended and  Restated  Directors'  Retirement  Plan) during each of the
         five (5) most recently completed calendar years preceding the Change in
         Control;

         (ii) the sum of the average of the value of the deferrals,  allocations
         or  contributions  made by  Executive  or on behalf of Executive by the
         Bank,  during  each of the five (5) most  recently  completed  calendar
         years preceding the Change in Control,  under the Bank's employee stock
         ownership and 401(k) savings plans (or any other tax-qualified  defined
         contribution   retirement   plan   sponsored   by  the  Bank)  and  any
         supplemental executive retirement plan (or any similar provision of any
         similar  plan) in which  Executive  participates  as of the  Change  in
         Control.  For  purposes of this clause (ii),  the value of  allocations
         made to  Executive  under  the  employee  stock  ownership  plan or the
         supplemental  executive retirement plan shall be valued by reference to
         the  fair  market  value  of  Company  common  stock  as of the date of
         allocation; and

At the election of  Executive,  which  election is to be made within thirty (30)
days in advance of the Date of  Termination on or following a Change in Control,
such payment may be made in a lump sum (without  discount for early  payment) on
or immediately following the Date of Termination (which may be the date a Change
in Control occurs) or paid in equal monthly  installments  during the thirty-six
(36) months following Executive's termination.  In the event that no election is
made, payment to Executive will be made on a monthly basis during the thirty-six
(36) months following Executive's termination.

(d) Upon the  occurrence of a Change in Control and  Executive's  termination of
employment in connection  therewith,  to the extent that the Company or the Bank
continues to offer any life,  medical,  health,  disability or dental  insurance
plan  or  arrangement  in  which   Executive  or  his  dependents   participated
immediately  prior to the  Change in  Control  (each  being a  "Welfare  Plan"),
Executive  and his  covered  dependents  shall  continue  participating  in such
Welfare  Plans,  subject  to the  same  premium  contributions  on the  part  of
Executive as were required immediately prior to the Change in Control, until the
earlier of (i) Executive's  death; (ii) his employment by another employer other
than  one of  which  he is the  majority  owner;  or  (iii)  the  expiration  of
thirty-six  (36)  months.  If the Company or the Bank does not offer the Welfare
Plans at any time  after the  Change  in  Control,  the  Company  shall  provide
Executive  with a payment equal to the



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premiums  for such  benefits  for the period which runs until the earlier of (i)
his death; (ii) his employment by another employer other than one of which he is
the majority owner; or (iii) the expiration of 36 months.

(e) The use or provision of any  membership,  license,  automobile  use or other
perquisites shall be continued during the remaining term of the Agreement on the
same financial terms and obligations as were in place  immediately  prior to the
Change in  Control.  To the extent that any item  referred to in this  paragraph
will,  at the end of the term of this  Agreement,  no  longer  be  available  to
Executive,  Executive  will have the option to purchase  all rights then held by
the  Company or the Bank to such item for a price  equal to the then fair market
value of the item.

(f) In the event that  Executive  is  receiving  monthly  payments  pursuant  to
Section  5(c)  hereof,  on an annual  basis,  thereafter,  between  the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount  payable  under the Agreement at that time shall be paid in a lump
sum or on a pro rata basis  pursuant to such  section.  Such  election  shall be
irrevocable for the year for which such election is made by Executive.

6.   CHANGE IN CONTROL RELATED PROVISIONS.

Notwithstanding  the  provisions  of Section 5, in no event shall the  aggregate
payments or benefits to be made or afforded to Executive  under said  paragraphs
(the  "Termination  Benefits")  constitute an "excess  parachute  payment" under
Section 280G of the Code or any successor thereto,  and in order to avoid such a
result,  Termination  Benefits will be reduced, if necessary,  to an amount (the
"Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an
amount equal to three (3) times  Executive's  "base  amount",  as  determined in
accordance  with said Section 280G.  The  allocation  of the reduction  required
hereby among the Termination  Benefits provided by Section 5 shall be determined
by Executive.

7.   TERMINATION FOR JUST CAUSE.

The  phrase  termination  for "Just  Cause"  shall mean  termination  because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation  of any law,  rule,  regulation  (other than traffic
violations or similar offenses), final cease and desist order or material breach
of any provision of this  Agreement.  Notwithstanding  the foregoing,  Executive
shall not be deemed to have been  terminated  for Just  Cause  unless  and until
there  shall have been  delivered  to him a Notice of  Termination  which  shall
include a copy of a resolution duly adopted by the affirmative  vote of not less
than a simple  majority  of all of the  members of the Board of  Directors  at a
meeting of the Board of Directors called and held for that purpose, finding that
in the good faith  opinion of the Board of  Directors,  Executive  was guilty of
conduct  justifying  termination  for Just Cause and specifying the  particulars
thereof in detail. Executive shall not have the right to receive compensation or
other benefits for any period after termination for Just Cause.


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8.   NOTICE.

(a) Any purported  termination by the Bank or by Executive shall be communicated
by Notice of  Termination  to the  other  party  hereto.  For  purposes  of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

(b)  "Date of  Termination"  shall  mean the date  specified  in the  Notice  of
Termination.

9.   POST-TERMINATION OBLIGATIONS.

Payments  and  benefits to Executive  under this  Agreement  shall be subject to
Executive's  compliance  with Section 10 for one (1) full year after the earlier
of the expiration of this  Agreement or  termination  of Executive's  employment
with the Bank. Executive shall, upon reasonable notice, furnish such information
and assistance as may reasonably be required by the Bank in connection  with any
litigation to which it or any of its affiliates is, or may become, a party.

10.  NON-COMPETITION AND NON-DISCLOSURE.

(a) Upon any termination of Executive's employment pursuant to Section 4 of this
Agreement, Executive agrees not to compete with the Bank or its affiliates for a
period of one (1) year following such termination in any city, town or county in
which  Executive's  normal business office is located and the Bank or any of its
affiliates has an office or has filed an application for regulatory  approval to
establish an office,  determined as of the effective  date of such  termination,
except  as agreed to  pursuant  to a  resolution  duly  adopted  by the Board of
Directors.  Executive  agrees that  during  such period and within said  cities,
towns and counties, Executive shall not work for or advise, consult or otherwise
serve  with,  directly  or  indirectly,  any entity  whose  business  materially
competes with the depository,  lending or other business  activities of the Bank
or its affiliates.  The parties hereto, recognizing that irreparable injury will
result to the Bank or its affiliates,  its business and property in the event of
Executive's breach of this Subsection 10(a), agree that in the event of any such
breach by Executive, the Bank or its affiliates will be entitled, in addition to
any other  remedies  and damages  available,  to an  injunction  to restrain the
violation hereof by Executive, Executive's partners, agents, servants, employees
and all  persons  acting  for or under the  direction  of  Executive.  Executive
represents  and admits that in the event of the  termination  of his  employment
pursuant to Section 4 of this Agreement, Executive's experience and capabilities
are such that  Executive can obtain  employment  in a business  engaged in other
lines and/or of a different nature than the Bank or its affiliates, and that the
enforcement  of a remedy by way of injunction  will not prevent  Executive  from
earning a livelihood.  Nothing herein will be construed as prohibiting  the Bank
or its affiliates from pursuing any other remedies  available to the Bank or its
affiliates  for such breach or  threatened  breach,  including  the  recovery of
damages from Executive.



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(b) Executive  recognizes  and  acknowledges  that his knowledge of the business
activities and plans for business activities of the Bank and its affiliates,  as
it may exist from time to time,  is a valuable,  special and unique asset of the
business of the Bank and its affiliates. Executive will not, during or after the
term of his employment,  disclose any knowledge of the past, present, planned or
considered  business  activities of the Bank and its  affiliates  thereof to any
person,  firm,  corporation or other entity for any reason or purpose whatsoever
unless  expressly  authorized  by the Board of  Directors  or  required  by law.
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business  plans and  activities of the Bank or its
affiliates.  In the event of a breach or  threatened  breach by Executive of the
provisions  of this Section  10(b),  the Bank will be entitled to an  injunction
restraining  Executive from  disclosing,  in whole or in part,  knowledge of the
past,  present,  planned or  considered  business  activities of the Bank or its
affiliates or from  rendering any services to any person,  firm,  corporation or
other entity to whom such knowledge,  in whole or in part, has been disclosed or
is threatened to be disclosed.  Nothing  herein will be construed as prohibiting
the Bank from pursuing any other remedies  available to the Bank for such breach
or threatened breach, including the recovery of damages from Executive.

11.   DEATH AND DISABILITY.

(a)  DEATH.  Notwithstanding  any  other  provision  of  this  Agreement  to the
contrary,  in the event of Executive's  death during the term of this Agreement,
the Bank shall  immediately  pay his estate  any  salary and bonus  accrued  but
unpaid as of the date of his death,  and,  for a period of six (6) months  after
Executive's  death,  the Bank shall continue to provide his  dependents  medical
insurance  benefits  existing on the date of his death and shall pay Executive's
designated  beneficiary all compensation  that would otherwise be payable to him
pursuant to Section 3(a) of this Agreement.  This provision shall not negate any
rights  Executive  or his  beneficiaries  may have to death  benefits  under any
employee benefit plan of the Bank or the Company.

(b) DISABILITY.

         (i) The Bank or Executive may terminate  Executive's  employment  after
having  established  Executive's  Disability.  For  purposes of this  agreement,
"Disability"  means a physical  or mental  infirmity  that  impairs  Executive's
ability to  substantially  perform  his duties  under  this  Agreement  and that
results in the Executive  becoming  eligible for long-term  disability  benefits
under the Bank's or the Company's long-term  disability plan (or, if the Bank or
the  Company has no such plan in effect,  that  impairs  Executive's  ability to
substantially  perform  his  duties  under  this  Agreement  for a period of one
hundred eighty (180)  consecutive  days). The Board of Directors shall determine
whether  or not  Executive  is and  continues  to be  permanently  disabled  for
purposes of this Agreement in good faith,  based upon  competent  medical advice
and other factors that they reasonably believe to be relevant. As a condition to
any  benefits,  the Board of Directors  may require  Executive to submit to such
physical or mental evaluations and tests as it deems reasonably appropriate.


                                       9

<PAGE> 10



         (ii) In the event of  Disability,  Executive's  obligation  to  perform
services under this Agreement will terminate.  In the event of such termination,
Executive shall continue to receive A) one hundred percent (100%) of his monthly
Base  Salary (at the annual rate in effect on the Date of  Termination)  through
the one hundred  eightieth  (180th) day  following  the Date of  Termination  by
reason of Disability  and B) sixty percent (60%) of his monthly base salary from
the one hundred  eighty-first  (181st)  day  following  termination  through the
earlier of the date of his death or the date he attains  age 70.  Such  payments
shall be reduced by the amount of any short- or  long-term  disability  benefits
payable to Executive under any disability  program  sponsored by the Bank or the
Company. In addition, during any period of Executive's Disability, Executive and
his dependents  shall, to the greatest extent  possible,  continue to be covered
under all benefit plans  (including,  without  limitation,  retirement plans and
medical,  dental and life  insurance  plans) of the Bank or the Company in which
Executive participated prior to the occurrence of Executive's Disability, on the
same terms as if Executive were actively employed by the Bank.

12.  SOURCE OF PAYMENTS.

(a) All payments  provided for in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. The Company, however,  unconditionally
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such  amounts and  benefits  due from the Bank are not timely
paid or  provided  by the  Bank,  such  amounts  and  benefits  shall be paid or
provided by the Company.

(b)  Notwithstanding  any provision  herein to the contrary,  to the extent that
payments and benefits, as provided by this Agreement, are paid to or received by
Executive  under the Employment  Agreement in effect  between  Executive and the
Company (the "Company Agreement"),  such compensation payments and benefits paid
by the  Company  will be  subtracted  from  any  amount  due  simultaneously  to
Executive under similar provisions of this Agreement.  Payments pursuant to this
Agreement  and the Company  Agreement  shall be allocated in  proportion  to the
level of activity  and the time  expended on such  activities  by  Executive  as
determined by the Company and the Bank.

13.  EFFECT OF PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

This Agreement contains the entire understanding  between the parties hereto and
supersedes any prior employment or change in control  agreement between the Bank
or any  predecessor of the Bank and Executive,  except that this Agreement shall
not affect or operate to reduce any benefit or compensation inuring to Executive
of  a  kind  elsewhere  provided.  No  provision  of  this  Agreement  shall  be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.


                                       10

<PAGE> 11



14.  NO ATTACHMENT.

(a) Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation,  commutation,  alienation,  sale,  assignment,
encumbrance,  charge, pledge or hypothecation, or to execution, attachment, levy
or similar process or assignment by operation of law, and any attempt, voluntary
or involuntary, to affect any such action shall be null, void and of no effect.

(b)  This  Agreement  shall be  binding  upon,  and  inure  to the  benefit  of,
Executive, the Bank, the Company and their respective successors and assigns.

15.  MODIFICATION AND WAIVER.

(a) This  Agreement  may not be modified or amended  except by an  instrument in
writing signed by the parties hereto.

(b) No term or condition of this Agreement  shall be deemed to have been waived,
nor shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel.  No such written  waiver shall be deemed a  continuing  waiver  unless
specifically  stated therein,  and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future as to any act other than that specifically waived.

16.  SEVERABILITY.

If,  for any  reason,  any  provision  of  this  Agreement,  or any  part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any remaining  part of such provision not held so invalid,
and each  such  other  provision  and  part  thereof  shall  to the full  extent
consistent with law continue in full force and effect.

17.  HEADINGS FOR REFERENCE ONLY.

The  headings  of  sections  and  paragraphs  herein  are  included  solely  for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

18.  GOVERNING LAW.

This Agreement  shall be governed by the laws of the State of New Jersey without
regard to principles of conflicts of law of that State.


                                       11


<PAGE> 12



19.  ARBITRATION.

Any dispute or  controversy  arising under or in connection  with this Agreement
shall be settled  exclusively by arbitration,  conducted before a panel of three
(3) arbitrators  sitting in a location  selected by Executive  within fifty (50)
miles  from the  location  of the  Bank,  in  accordance  with the  rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

In the event any dispute or  controversy  arising  under or in  connection  with
Executive's termination is resolved in favor of Executive,  whether by judgment,
arbitration  or  settlement,  Executive  shall be entitled to the payment of all
back-pay,  including  salary,  bonuses and any other cash  compensation,  fringe
benefits and any compensation and benefits due Executive under this Agreement.

20.  PAYMENT OF LEGAL FEES.

All reasonable 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 Bank only if  Executive  is  successful  pursuant  to a legal
judgment, arbitration or settlement.

21.  INDEMNIFICATION.

(a) The Bank  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)  to the fullest  extent  permitted  under
applicable 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 Bank
(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 be limited to, judgments,  court costs and attorneys' fees and
the costs of reasonable settlements.

22.  SUCCESSORS TO THE BANK AND THE COMPANY.

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


                                       12

<PAGE> 13



23.  REQUIRED PROVISIONS.

(a)  The  Bank  may  terminate  Executive's  employment  at any  time,  but  any
termination  by the Bank,  other  than  termination  for Just  Cause,  shall not
prejudice Executive's right to receive compensation or other benefits under this
Agreement.  Executive shall not have the right to receive  compensation or other
benefits for any period after termination for Just Cause as defined in Section 7
of this Agreement.

(b) If Executive is suspended  from office and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section  8(e)(3) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(3)  or (g)(1);  the Bank's  obligations  under this contract shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed, the Bank may in its discretion:  (i)
pay  Executive all or part of the  compensation  withheld  while their  contract
obligations were suspended;  and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.

(c) If Executive is removed and/or permanently  prohibited from participating in
the conduct of the Bank's  affairs by an order issued under  Section  8(e)(4) or
8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1),
all  obligations  of the Bank  under this  contract  shall  terminate  as of the
effective date of the order, but vested rights of the contracting  parties shall
not be affected.

(d) If the Bank is in  default as  defined  in  Section  3(x)(1) of the  Federal
Deposit  Insurance  Act, 12 U.S.C.  ss.1813(x)(1),  all  obligations of the Bank
under  this  contract  shall  terminate  as of the  date of  default,  but  this
paragraph shall not affect any vested rights of the contracting parties.

(e) All obligations of the Bank under this contract shall be terminated,  except
to the extent it is determined  that  continuation  of the contract is necessary
for the continued  operation of the Bank: (i) by the Director of the OTS (or his
designee),  the FDIC or the Resolution Trust  Corporation,  at the time the FDIC
enters into an agreement to provide assistance to or on behalf of the Bank under
the authority  contained in Section 13(c) of the Federal Deposit  Insurance Act,
12 U.S.C.  ss.1823(c);  or (ii) by the Director of the OTS (or his  designee) at
the time the Director (or his designee) approves a supervisory merger to resolve
problems  related to the  operations of the Bank, or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

(f) Any payments made to Executive pursuant to this Agreement, or otherwise, are
subject to and  conditioned  upon  compliance  with 12 U.S.C.  ss.1828(k) and 12
C.F.R. ss.545.121 and any rules and regulations promulgated thereunder.



                                       13



<PAGE> 14


                                   SIGNATURES


IN WITNESS  WHEREOF,  Clifton Savings Bank,  S.L.A. and Clifton Savings Bancorp,
Inc.  have  caused this  Agreement  to be  executed  and the Company  seal to be
affixed hereunto by their duly authorized officers and directors,  and Executive
has signed this Agreement, on the 17th day of March, 2004.


ATTEST:                                    CLIFTON SAVINGS BANK, S.L.A.



/s/ Walter Celuch                          By: /s/ John A. Celentano, Jr.
------------------------------------          ----------------------------------
Corporate Secretary                           For the Entire Board of Directors



ATTEST:                                    CLIFTON SAVINGS BANCORP, INC.



/s/ Walter Celuch                          By: /s/ John A. Celentano, Jr.
------------------------------------           ---------------------------------
Corporate Secretary                            For the Entire Board of Directors



                  [SEAL]


WITNESS:                                   EXECUTIVE


/s/ Walter Celuch                          /s/ John A. Celentano, Jr.
------------------------------------       -------------------------------------
Corporate Secretary                        John A. Celentano, Jr.




                                       14

</TEXT>
</DOCUMENT>
