RESTRICTED STOCK AGREEMENT
                           --------------------------


                                 PURSUANT TO THE
                           AMERICAN BANK OF NEW JERSEY

                           2005 RESTRICTED STOCK PLAN
                           --------------------------

                           FOR OFFICERS AND EMPLOYEES

         This Agreement shall  constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common  Stock of American  Bancorp of New Jersey,
Inc. (the "Corporation"),  which is hereby granted to __________________________
(the  "Participant")  at the price  determined  as provided  herein,  and in all
respects  subject to the terms,  definitions and provisions of the American Bank
of New Jersey 2005  Restricted  Stock Plan (the "Plan") adopted by American Bank
of New Jersey (the"Bank") which is incorporated by reference herein,  receipt of
which is hereby acknowledged.

         1.  Purchase Price.  The purchase price for each share of Common  Stock
             --------------
awarded by this Agreement is $0.00.

         2.  Vesting of Plan  Awards.  The Award of such  Common  Stock shall be
             -----------------------
deemed earned and non-forfeitable in accordance with the provisions of the Plan,
provided the holder of such Award is an employee,  director or director emeritus
of the Bank as of such date, as follows:

                  (a)      Schedule of Vesting of Awards.

                                     Number           Percentage of Total Shares
                                       of                 Awarded Which Are
       Date                          Shares                Non-forfeitable
       ----                          ------                ---------------

Upon Grant                               0                        0%
As of January 20, 2006                ____                       20%
As of January 20, 2007                ____                       40%
As of January 20, 2008                ____                       60%
As of January 20, 2009                ____                       80%
As of January 20, 2010                ____                       100%

             (b) Restrictions on Awards.  This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any  applicable  federal or state  securities or other law or valid
regulation.  As a condition to the Participant's receipt of this Award, the Bank
may  require  the person  receiving  this Award to make any  representation  and
warranty to the Bank as may be required by any applicable law or regulation.



       3. Non-transferability of Award. This Award may not be transferred in any
          ----------------------------
manner  prior to such  Award,  or  portion  thereof,  being  deemed  earned  and
non-forfeitable. Notwithstanding anything herein or in the Plan to the contrary,
all Shares subject to an Award held by a Participant whose employment or service
with the Bank or the  Corporation  terminates  due to death shall be deemed 100%
earned and  non-forfeitable  as of the Participant's  last date of employment or
service with the  Corporation  or the Bank and shall be  distributed  as soon as
practicable  thereafter to the  Beneficiary as set forth in accordance  with the
Plan.

       4. Other Restrictions on Award. This Award shall be subject to such other
          ---------------------------
restrictions  and  limitations  as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
earned and  non-forfeitable  upon death or Disability (as determined by the Plan
Committee) of the  Participant or upon a Change in Control of the Corporation or
the Bank.


                                                     American Bank of New Jersey



Date of Grant: January 20, 2005                     By: ________________________



Attest:



__________________________________

[SEAL]

PARTICIPANT ACKNOWLEDGEMENT



_____________________________________________   ________________________________
PARTICIPANT                                                   DATE



                                       2



                           RESTRICTED STOCK AGREEMENT
                           --------------------------


                                 PURSUANT TO THE
                           AMERICAN BANK OF NEW JERSEY

                           2005 RESTRICTED STOCK PLAN
                           --------------------------

                           FOR NON-EMPLOYEE DIRECTORS

       This Agreement  shall  constitute an award of Restricted  Stock ("Award")
for a total of _____ shares of Common  Stock of American  Bancorp of New Jersey,
Inc.     (the     "Corporation"),     which     is     hereby     granted     to
________________________________  (the "Participant") at the price determined as
provided  herein,  and in all  respects  subject to the terms,  definitions  and
provisions  of the American Bank of New Jersey 2005  Restricted  Stock Plan (the
"Plan") adopted by American Bank of New Jersey (the"Bank") which is incorporated
by reference herein, receipt of which is hereby acknowledged.

       1. Purchase Price.  The  purchase  price  for  each share of Common Stock
          --------------
awarded by this Agreement is $0.00.

       2. Vesting of Plan Awards. The Award of such Common Stock shall be deemed
          ----------------------
earned  and  non-forfeitable  in  accordance  with the  provisions  of the Plan,
provided the holder of such Award is an employee,  director or director emeritus
of the Bank as of such date, as follows:

         (a) Schedule of Vesting of Awards.

                                   Number            Percentage of Total Shares
                                     of                  Awarded Which Are
       Date                        Shares                 Non-forfeitable
       ----                        ------                 ---------------

Upon Grant                             0                         0%
As of January 20, 2006              ____                        20%
As of January 20, 2007              ____                        40%
As of January 20, 2008              ____                        60%
As of January 20, 2009              ____                        80%
As of January 20, 2010              ____                       100%

             (b) Restrictions on Awards.  This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any  applicable  federal or state  securities or other law or valid
regulation.  As a condition to the Participant's receipt of this Award, the Bank
may  require  the person  receiving  this Award to make any  representation  and
warranty to the Bank as may be required by any applicable law or regulation.



       3. Non-transferability of Award. This Award may not be transferred in any
          ----------------------------
manner  prior to such  Award,  or  portion  thereof,  being  deemed  earned  and
non-forfeitable. Notwithstanding anything herein or in the Plan to the contrary,
all Shares subject to an Award held by a Participant whose employment or service
with the Bank or the  Corporation  terminates  due to death shall be deemed 100%
earned and  non-forfeitable  as of the Participant's  last date of employment or
service with the  Corporation  or the Bank and shall be  distributed  as soon as
practicable  thereafter to the  Beneficiary as set forth in accordance  with the
Plan.

       4. Other Restrictions on Award. This Award shall be subject to such other
          ---------------------------
restrictions  and  limitations  as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
earned and  non-forfeitable  upon death or Disability (as determined by the Plan
Committee) of the  Participant or upon a Change in Control of the Corporation or
the Bank.


                                                     American Bank of New Jersey


Date of Grant:  January 20, 2005                     By: _______________________



Attest:



_______________________________

[SEAL]

PARTICIPANT ACKNOWLEDGEMENT



________________________________________        ________________________________
PARTICIPANT                                                 DATE