DIRECTORS CONSULTATION AND RETIREMENT PLAN

ROEBLING BANK

ROEBLING, NEW JERSEY

DIRECTORS CONSULTATION AND RETIREMENT PLAN

AS Amended and Restated

WHEREAS, Roebling Bank, Roebling, New Jersey (the “Savings Bank”) has previously implemented the Roebling Bank Directors Consultation and Retirement Plan (the “Plan”), effective March 24, 1997, and

WHEREAS, The Board of Directors of the Bank wishes to make certain modifications to the Plan, and

WHEREAS, certain revisions to the Plan are necessary in order to conform the Plan to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related regulations and notices promulgated thereunder ((Code().

NOW THEREFORE, BE IT RESOLVED that the Plan shall be revised, amended and restated, effective May 7, 2008, as follows:

ARTICLE I

DEFINITIONS

The following words and phrases as used herein shall, for the purpose of the Plan and any subsequent amendment thereof, have the following meanings unless a different meaning is plainly required by the content:

(Beneficiary ( means the person or persons designated by the Participant to receive any benefits payable under the Plan in the event of such Participant(s death. Such person or persons shall be designated in writing by the Participant and addressed to the Savings Bank or the Committee on forms provided for this purpose by the Committee, and delivered to the Savings Bank or the Committee. Such Beneficiary designation may be changed from time to time by similar written notice to the Committee. A Participant(s last will and testament or any codicil thereto shall not constitute written designation of a Beneficiary. In the absence of such written designation, the Beneficiary shall be the Participant(s surviving spouse, if any, or if none, the Participant(s estate.

“Board” means the Board of Directors of the Savings Bank, as constituted from time to time, and successors thereto.

“ Change in Control ” shall mean: (i) a change in ownership of the Bank or Roebling Financial Corp, Inc. (“Parent”) under paragraph (a) below, or (ii) a change in effective control of the Bank or the Parent under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Bank or the Parent under paragraph (c) below:

(a)       CHANGE IN THE OWNERSHIP OF THE BANK OR THE PARENT. A change in the ownership of the Bank or the Parent shall occur on the date that any one person, or more than one person acting as a group (as defined in paragraph (b)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation (within the meaning of paragraph (b) below). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This paragraph (a) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

(b)       CHANGE IN THE EFFECTIVE CONTROL OF THE BANK OR THE PARENT. A change in the effective control of the Bank or the Parent shall occur on the date that either (i) any one person, or more than one person acting as a group (as determined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (b)(ii), the term corporation refers solely to a corporation for which no other corporation is a majority shareholder. In the absence of an event described in paragraph (i) or (ii), a change in the effective control of a corporation will not have occurred. If any one person, or more than one person acting as a group, is considered to effectively control a corporation (within the meaning of this paragraph (b)), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation (or to cause a change in the ownership of the corporation within the meaning of paragraph (a)). Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

(c)       CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE BANK’S OR THE PARENT’S ASSETS. A change in the ownership of a substantial portion of the Bank’s or the Parent’s assets shall occur on the date that any one person, or more than one person acting as a group (as determined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with

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such assets. There is no Change in Control event under this paragraph (c) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.

(d)       Each of the sub-paragraphs (a) through (c) above shall be construed and interpreted consistent with the requirements of Section 409A of the Code and any Treasury regulations or other guidance issued thereunder.

“ Code” means the Internal Revenue Code of 1986, as amended, and regulations and guidance promulgated thereunder.

“Committee” means the Board or the administrative committee as appointed by the Board pursuant to Section 7.11 herein.

“Director” means a member of the Board of Directors of the Savings Bank.

“Disability” means total and permanent disability within the meaning of the Social Security Act.

“ Effective Date ” means March 24, 1997 with respect to the initial effective date of the Plan and May 7, 2008 with respect to the effective date of this amendment and restatement of the Plan.

“ Participant ” means a Director serving on or after the Effective Date and electing to participate in the Plan. A Director’s participation in the Plan shall continue as long as he or she fulfills all the requirements for participation subject to the right of termination, amendment, and modification of the Plan set forth herein. Participation in the Plan is limited to non-employee Directors only.

“ Plan ” means the Roebling Bank Directors Consultation and Retirement Plan as set forth herein, and as may be amended from time to time by the Board.

“ Retirement Benefit Amount ” means the benefit payable under the Plan in accordance Section 2.4 herein.

“ Retirement Date ” means the date of termination of service as a Director following a Participant’s completion of not less than twelve (12) years of service as a Director. Upon death or Disability, a Director shall be deemed to have terminated service as of such date.

“ Savings Bank ” or ( Bank ( means Roebling Bank, Roebling, New Jersey, or any successor thereto.

“ Service ” means all years of service as a Director of the Savings Bank and all predecessor (or successor) entities of the Savings Bank. Years of service as a Director need not be continuous. All years of service prior to the Effective Date shall be recognized for benefits determination.

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“ Termination of Service ” means that the Director ceases service with the Savings Bank for any reason whatsoever other than by reason of a leave of absence, which is approved by the Savings Bank. “Termination of Service” shall have the same meaning as “separation from service”, as that phrase is defined in Section 409A of the Code (taking into account all rules and presumptions provided for in the Section 409A regulations).      

“ Trust ” shall mean any trust agreement entered into on behalf of the Plan by the Savings Bank for the purpose of holding assets of the Savings Bank in order to promote the efficient administration of the Plan.

ARTICLE II

BENEFITS

2.1        Retirement . Upon a Participant’s termination from service as a Director on or after his or her Retirement Date whereby such Participant has completed not less than twelve (12) years of service, the Savings Bank shall pay to the Participant the Retirement Benefit Amount, as described and in the amount set forth at Article II, Section 2.4. Payment of such Retirement Benefit Amount shall begin on the first business day of the month immediately following a Participant’s Retirement Date or such later date as specified in the agreement contained at Schedule A hereto and approved by the Committee, but in no event prior to the date that such Participant shall have attained the minimum age of at least sixty (60); provided that any such later date requested shall be requested in writing not less than one year prior to the Retirement Date and such commencement date shall be not earlier than five years from the Retirement Date. The payments will continue to be paid on the first business day of each subsequent month until all scheduled payments are made to the Participant or the Beneficiary. Except as provided at Article II, Sections 2.2, 2.3, and 2.5 herein, upon a Participant’s termination from service as a Director of the Savings Bank prior to his or her Retirement Date, the Savings Bank shall have no financial obligations to the Participant under the Plan.

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service and attained the age of not less than 60, and such Participant shall be eligible to receive the Retirement Benefit Amount set forth herein at Article II, Section 2.4 immediately upon termination of service as a Director following the date of a Change in Control without regard to the actual years of service or age of such Participant, if less than that provided herein. Such Retirement Benefit Amount shall be paid in the form of a lump sum payment equal to the present value of the Retirement Benefit Amount payable under Section 2.4 discounted as provided at Section 2.2(a). Payment of the lump sum amount shall be made to the Participant as soon as practicable after the Participant’s termination from service following a Change in Control.

2.3        Total and Permanent Disability . In the event of the Disability of a Participant prior to the Retirement Date, such Participant will be paid the Retirement Benefit Amount specified at Article II, Section 2.4 based upon the presumption that such Participant shall have attained at least age 60. For purposes of benefits accrual, such Participant’s years of service shall be determined based upon the date of certification of his or her Disability; provided that no benefits shall be payable hereunder if such Participant shall have completed less than twelve (12) years of service as of the date of such Disability. Payment of such benefits shall begin on the first business day of the month immediately following the Savings Bank’s receipt of a certification of such Participant’s Disability.

2.4        Level of Benefit Payments . A Participant who retires as a Director on or after his or her Retirement Date and who enters into an agreement with the Savings Bank to be a consulting director of the Savings Bank (in a form similar to that contained at Schedule A hereto) shall receive the Retirement Benefit Amount for a period of 84 monthly payments as follows:

Notwithstanding the foregoing, a Participant who retires as a Director on or after April 7, 2008, shall receive the Retirement Benefit Amount for a period of 120 monthly payments.

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2.5        Death of Participant . Upon the death of a Participant who is receiving benefit payments under the Plan prior to his or her death, the remaining payments to be made under the Plan (if any) shall be paid to the Beneficiary designated in writing by the Participant, during such Beneficiary’s lifetime after the Participant’s death. Upon the death of a Participant who is not receiving benefit payments under the Plan prior to his or her death who as of the date of death otherwise meets the requirements of the Plan, regardless of whether he or she meets the minimum age set forth at Section 2.1, the Savings Bank shall pay to the Beneficiary designated in writing by the Participant, the Retirement Benefit Amount set forth at Article II, Section 2.4, during such Beneficiary’s lifetime. For purposes of benefits accrual upon death, such Participant’s years of service shall be determined based upon the date of death; provided that if the actual years of service is less than twelve (12) than benefits shall nevertheless be calculated based upon such Participant having completed twelve (12) years of service as of the date of such death. If a Beneficiary dies prior to receiving all payments of the Retirement Benefit Amount, then the remaining monthly payments will be paid to such Beneficiary’s estate.

2.6        Notice of Retirement . A director electing to participate in the Plan shall deliver written notice (“Notice”) to the Board not less than thirty (30) days prior to the actual Retirement Date that such Director elects to participate in the Plan. Such Notice, in a form similar to that contained at Schedule A hereto, shall specify the date of such retirement from the Board as a Director and the Participant’s availability as a Consulting Director. A Participant who terminates service as a Director upon death, Disability, or a Change in Control shall not be required to deliver such Notice in order to be entitled to receive benefits under the Plan.