PRESS RELEASE

                                  Contact: Fred G. Kowal
                                           President and Chief Operating Officer
                                           ASB Holding Company
                                           (973) 748-3600
ASB Holding Company
American Bank of New Jersey
365 Broad Street
Bloomfield, NJ  07003-2798

OTC Electronic Bulletin Board "ASBH"                       For Immediate Release
                                                           ---------------------
                                                           May 18, 2005


                ASB HOLDING COMPANY ANNOUNCES PLAN OF CONVERSION

Bloomfield,  New Jersey - May 18, 2005 -- ASB Holding  Company (the  "Company"),
the  middle-tier  stock  holding  company of  American  Bank of New Jersey  (the
"Bank") and ASB Investment Corp,  announced today that the Company has adopted a
Plan of Conversion and Reorganization whereby the Company, American Savings, MHC
(the "MHC") and the Bank will  convert from the mutual  holding  company form of
organization to a full stock company.

The Bank  previously  converted from a federal mutual savings bank to the mutual
holding company form of  organization in 1999. In 2003, the Company  undertook a
minority stock offering and sold 30% of the outstanding  stock of the Company to
the public.  The  remaining 70% of the  outstanding  shares are held by the MHC.
Pursuant to the Plan of Conversion  and  Reorganization  (the "Plan"),  the Bank
will establish a state-chartered stock holding company ("New Company"),  and the
shares of the Company's  stock that are currently  owned by public  stockholders
will be converted, based on an exchange ratio, into shares of New Company stock.
The MHC will be eliminated and the Bank will become a wholly-owned subsidiary of
New  Company,  which will be owned  entirely  by public  stockholders.  Eligible
depositors of the Bank will receive the first  opportunity  to purchase stock in
the new offering.

At March 31,  2005,  the Company had total  assets and  stockholders'  equity of
$441.0 million and $38.8 million, respectively while reporting total deposits of
$328.0  million  and net  loans  of  $333.3  million.  The  Bank is a  federally
chartered  stock  savings bank which  conducts  business from its main office in
Bloomfield, New Jersey and a branch office in Cedar Grove, New Jersey.

The foregoing  information contains  forward-looking  statements  concerning the
financial  condition,  results of operations and business of the Company and its
plans, objectives,  expectations, estimates and intentions. The Company cautions
that such statements are subject to a number of uncertainties and actual results
could differ materially, and, therefore, readers should not place undue reliance
on  any  forward-looking   statements.  The  Company  does  not  undertake,  and
specifically disclaims, any obligation to update any forward-looking  statement,
whether  written or oral,  that may be made from time to time by or on behalf of
the Company.

The  foregoing  information  does  not  constitute  an  offer  to  sell  or  the
solicitation of an offer to buy any  securities.  The offer will be made only by
the prospectus.

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